BYLAWS of
New York City Democratic Socialists of America Inc.
ARTICLE I. Names, Offices, and Purposes
Section 1: Name. The name of this organization shall be New York City Democratic Socialists of America Inc. (“NYC-DSA” or the “organization”).
Section 2: Corporate Offices. The principal office of this organization shall be located within the State of New York. NYC-DSA may establish other offices, as the board of directors (the “Administrative Committee”) may designate.
Section 3: Purpose. NYC-DSA is formed for the purpose of achieving a vision of a humane social order based on popular control of resources and production, economic planning, equitable distribution, feminism, racial equality, and non-oppressive relationships through community organizing, coalition building, public advocacy, and any and all lawful activities which may be useful in accomplishing the foregoing.
Article II. Membership
Section 1: Definition. The Membership of NYC-DSA shall be composed of (1) all members of the Democratic Socialists of America (defined to include all people who have paid dues to the National organization within the last two years or who have paid lifetime dues) residing within New York City who annually affirm their intent to be members of NYC-DSA. Upon a recommendation by the Steering Committee, the Administrative Committee may by resolution create additional or separate criteria for membership. Members of NYC-DSA in good standing will include all members who have paid dues to the National organization or to NYC-DSA within the last year or who have paid lifetime dues to the National organization or to NYC-DSA. All members in good standing shall have full and equal rights of membership.
Section 2: Suspension or expulsion. The Steering Committee shall have the power to suspend or expel members from NYC-DSA, or to suspend or remove officers of branches, working groups, or other official local groups approved by the Steering Committee. Members can be suspended or expelled if they are found to have harassed or acted violently against another member; if they are found to be in substantial disagreement with the principles or policies of NYC-DSA; if they consistently engage in undemocratic, disruptive behavior; or if they are under the discipline of any self-defined democratic-centralist organization, and/or if a grievance is sustained against them through any grievance procedure established by NYC-DSA. Members facing suspension or expulsion must receive written notice of charges against them at least fifteen days before a meeting of the Steering Committee and must be given the opportunity to be heard before the Steering Committee. A two-thirds vote is required to suspend or expel a member. Decisions on suspension or expulsion may be appealed at the NYC-DSA Convention or by Special Meeting. Any member may be temporarily suspended from membership or removed from officer positions in NYC-DSA, including branch, working group, and/or other official local group leadership offices, pending a grievance procedure or other investigation, without advance notice, by a two-third vote of the Steering Committee, where good cause exists for such temporary suspension or removal.
Section 3: Dues. The Steering Committee may establish a “local dues” program and shall have the authority to determine the initial amount of local dues by majority vote. Subsequent changes to dues may be made only by a two-thirds vote of the Steering Committee or a majority vote at a Convention. Local dues need not be tied to membership rights or privileges.
Article III. Administrative Committee
GENERAL POWERS AND RESPONSIBILITIES. The business and affairs of the organization shall be conducted under the direction of, and the control and disposal of the organization’s properties and funds shall be vested in its board of directors, which shall be known as the Administrative Committee, except as otherwise provided in the New York Not-For-Profit Corporation Law, the organization’s certificate of incorporation or these bylaws. The steering committee shall execute the purpose of the organization. The Steering Committee, working with relevant committees, must publish or deliver an annual report describing the accomplishments of the previous year and setting forth the plans and goals for the organization in the coming year. Notwithstanding anything to the contrary in these bylaws, the Administrative Committee is vested with the ultimate authority for and responsibility of assuring that NYC-DSA’s activities are consistent with its purposes and relevant law.
Section 1: COMPOSITION. The Administrative Committee shall be composed of the officers of the organization, namely, two Co-Chairs, a Treasurer, a Secretary, a Membership Coordinator, a Campaigns Coordinator, a Tools & Training Coordinator, and a Communications Coordinator.
Section 2: QUALIFICATIONS. Any member in good standing who is at least eighteen years old and not an elected government official may be elected to the Administrative Committee.
Section 3: MEETINGS. The Administrative Committee shall meet as a whole at least six times annually (in person or by conference call). Any co-chair may call a special meeting of the Administrative Committee whenever they deem it necessary, and a co-chair must call a special meeting of the Administrative upon any written request by a majority of Administrative Committee members. Notice of a special meeting must be delivered to all members of the Administrative Committee by electronic mail no later than twenty-four hours before such meeting and no later than five days after receiving a request for a special meeting from a majority of Administrative Committee members. A quorum of a majority of Administrative Committee members shall be required to hold an Administrative Committee meeting.
Section 4: ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Administrative Committee may be taken without a meeting if a consent in writing, setting forth the action so taken or to be taken, is signed or otherwise clearly approved in writing by all of the members of the Administrative Committee. Such consent (which may be adopted in counterparts) shall have the same force and effect as a unanimous vote of the directors.
Section 5: COMPENSATION. Members of the Administrative Committee shall not receive compensation for their service on the Administrative Committee. Administrative Committee members shall not be disqualified from receiving reasonable compensation for services rendered to or for the benefit of the organization in any other capacity. The organization may reimburse directors for any expenses reasonably incurred in activities on behalf of the organization.
Article IV. Basic Organization and Conventions
Section 1: General Membership. Conventions and Special Meetings of NYC-DSA, at which the General Membership shall be represented by elected delegates, shall be the highest body of NYC-DSA; providing that Special Meetings shall have the authority to deal with only those matters for which they may be called. Between Conventions, Special Meetings, and meetings of the Citywide Leadership Committee, the Steering Committee shall be responsible for the administration of NYC-DSA and the implementation of policies formulated by the General Membership and the Citywide Leadership Committee.
Section 2: Conventions. NYC-DSA shall meet in Convention in even-numbered years during the last six months of the year unless the Citywide Leadership Committee approves another date. The Convention shall decide primarily, but not exclusively, Local issues, the political orientation of NYC-DSA, and program direction. The Convention date and all associated deadlines must be announced to the general membership at least 3 months before the date of the Convention. A process for proposal submission, proposal amendments, proposal reconciliation, and delegate election must be included in the Convention announcement.
Section 3: Organization-wide Conference. In odd-numbered years, the Steering Committee will be tasked with planning a conference, or series of events, open to all NYC-DSA members, with the goal of providing space for political education, assessment of the organization’s work, strategic discussion. The Steering Committee will put forward a tasks and perspectives document outlining NYC-DSA’s political and strategic orientations, as well as the organization’s short, medium and long term goals. The Steering Committee may also use this opportunity to provide fora for consideration of the Officers to be elected that year.
Section 4: Special Meetings. By call of forty percent of the Steering Committee or ten percent of members, a Special Meeting shall be called, with notice given to all members at least thirty days prior to the meeting. The call to the Special Meeting shall specify the matters to be discussed therein and no other matter may be brought to the floor.
Section 5: Voting. Every member of NYC-DSA in good standing shall have the right to vote for and run to be a delegate to Conventions or Special Meetings of NYC-DSA, National Conventions, elections for branch steering committee representatives, branch CLC representatives. Candidates who self-identify with labor movement involvement will be clearly identified on ballots. The Steering Committee may also vote to allow representation for Young Democratic Socialists of America chapters at Convention. Every member of NYC-DSA shall also have the right to vote in branch-based votes related to citywide electoral endorsements. These elections will be known collectively as Citywide Internal Votes.
Electronic ballots must be made available to all members in good standing for all Citywide Internal Votes. Coordination of these votes will be the responsibility of the NYC-DSA Steering Committee’s Membership Coordinator and Co-Chairs, who can also delegate responsibilities to other members of the Steering Committee, and/or to a group voted on by a majority of the Steering Committee.
Each registered voter must register their voting membership with one branch. Registration will be made available as part of each online ballot, and will not require any additional steps. This will be the one branch in which a member will vote for NYC-DSA and National convention delegates and Special Meetings of the organization delegates, steering committee representatives, CLC representatives, Citywide Electoral Endorsements, and Citywide Internal Votes. Members may request to transfer their voting registration from one branch to another branch at any time, provided that they have not voted in a Citywide Internal Vote in another branch within the previous 30 days.
Each Branch shall elect a diverse body of delegates, in proportion to the Branch’s number of dues-paying members. Elected delegates must be members in good standing at the time of the Convention. Members shall have the ability to renew DSA dues at the start of the Convention.
Section 6: Rules. All resolutions and officer reports presented to NYC-DSA’s membership at the Convention will allow for a question and answer period to be followed by speakers wishing to voice their opinions. Number of speakers and speaking time will be limited to fit within the Convention’s time constraints. Otherwise, all rules covering the conduct of a Convention or Special Meeting shall be set by the Steering Committee or a committee it appoints for that purpose, and shall be subject to modification and approval by the membership at the meeting.
Section 7: Quorum. A quorum of sixty percent of elected delegates shall be required for the start of valid meetings of the Convention or Special Meeting.
Article V. Citywide Leadership Committee
Section 1: Definition. The Citywide Leadership Committee (Leadership Committee) shall consist of Delegates from each of the Branches, Citywide Priority Campaigns, the Labor Coordinator, the Electoral Coordinator, and the officers of NYC-DSA. Young Democratic Socialists of America will be allotted two representatives, one of which will be the Young Democratic Socialists of America Representative on the Steering Committee. The Steering Committee shall allocate Delegates to the Branches such that Branch Delegates number approximately 0.5% of Chapter Members in Good Standing. Each Citywide Priority Campaign will be allotted one nonvoting representative. Branch Representatives to the Steering Committee shall automatically be one of the Branch Delegates to the Leadership Committee for their Branch. 50% (rounded up) of Branch Representatives to the Leadership Committee, including the Steering Committee delegate, will also sit on the Branch OC. The exact number of Delegates allotted to each Branch shall be determined yearly by the Steering Committee within 20 days following NYC-DSA Convention and based on the membership numbers determined at the time of the convention. The exact number of Citywide Priority Campaign representatives shall be determined by the number of campaigns endorsed by NYC-DSA.
Section 2: Responsibilities. The Leadership Committee shall be the political leadership of NYC-DSA in between Conventions. It shall ratify and direct the work of the Steering Committee.
Section 3: Meetings. The Leadership Committee shall meet at least twice between Conventions. Leadership Committee meetings shall be organized by the Steering Committee with approval from the Leadership Committee. An emergency meeting of the Leadership Committee may be called by the Steering Committee or a majority of the Leadership Committee.
Section 4: Elections. Elections of Steering Committee Representatives and Branch Leadership Committee Delegates shall be held in the Branches approximately one month after NYC-DSA Convention or conference and after the Steering Committee has determined the number of Delegates for each Branch. These elections shall concur with Branch elections for Organizing Committee and Steering Committee Representative, except in circumstances where unavoidable or approved by a vote of the Steering Committee.
A portion of the CLC delegates (including the SC Representative) from each Branch will also sit on the Branch’s Organizing Committee. This portion is equal to 50% – rounded up – of the sum of the Branch’s total CLC delegates plus the One Representative to the Steering Committee. CLC Delegate election ballots will have unique candidates for Branch OC and non-Branch OC seats.
Each Branch shall also elect up to five Alternate Delegates at the time Delegates are elected. The number of Alternate Delegates to be elected for each Branch shall be decided by that Branch’s Organizing Committee, as fits the needs of their Branch. The Alternate Delegates shall be ranked one, two, three, etc. Branch Alternate Delegates shall be called upon to replace absent Branch Delegates in the order that they are ranked.
Delegates to the Leadership Committee may be removed from their position for malfeasance upon a two-thirds vote of the branch. In such a case, the first ranked Alternate Delegate shall become the Delegate and so on and so forth. Additionally, Branch Delegates to the Leadership Committee that are removed are also removed from the Branch’s Organizing Committee.
Appointments of Citywide Priority Campaign Leadership Committee Representatives shall be made approximately one month after NYC-DSA Convention. Representatives will be appointed by the Organizing Committee of the respective Citywide Priority Campaign or working group. This process shall concur with Branch elections for Organizing Committee and Steering Committee Representative, except in circumstances where unavoidable or approved by a vote of the Steering Committee. In the event that a Citywide Priority Campaign is endorsed in between Conventions, the Organizing Committee of that campaign or working group will approve a representative approximately one month after the campaign is endorsed.
Delegates to the Leadership Committee may be removed from their position for malfeasance upon a two-thirds vote of the branch. In such case, the first ranked Alternate Delegate shall become the Delegate and so on and so forth.
Section 5: Diversity. In electing and appointing its delegation to the Leadership Committee, Branches and Citywide Priority Campaigns shall consider diversity and make efforts to appoint delegations that are diverse in terms of racial and ethnic identity, gender and sexual identity, age, and class.
Section 6: Quorum. A quorum of the Leadership Committee shall be sixty percent of the body.
Section 7: Branch Recommendations. Before any proposal pertaining to Campaigns or Organization Strategy is to be considered by the Leadership Committee, the proposal must be recommended by at least one Branch. Proposals can be brought forward by any member of the Branch after receiving the endorsement of one CLC member and three Branch members. In order for the recommendation to be valid, the endorsement must be recommended by fifty percent of members voting. Quorum shall be a number of members equal to the average attendance of the last 4 Branch’s General Meetings. Notice must be sent to members of the Branch at least a week in advance that an endorsement will be presented at a Branch’s General Meeting. An in-person, hybrid, or online vote may commence only after the endorsement has been discussed at a branch meeting. Once a Branch recommends a proposal, it goes to the Citywide Leadership Committee. The Branch Delegates to the Leadership Committee from the Branch recommending the proposal must motivate the proposal recommended by their branch.
Article VI. Steering Committee
Section 1: Definition. The Steering Committee shall consist of:
a) The officers of NYC-DSA.
b) The Labor Coordinator
c) The Electoral Coordinator
d) One representative elected from each Branch of NYC-DSA.
e) At-large members, to be appointed at the discretion of the Steering Committee. The Steering Committee may not appoint more than three at-large members.
Section 2: Responsibilities.
a) The Steering Committee shall meet as a whole at least six times annually (in person or by conference call). It shall concern itself primarily with the development of political strategy and plans to be presented annually at NYC-DSA Convention for debate and vote. The Steering Committee will also be responsible for staffing, office space, and major financial expenses.
b) The Steering Committee will coordinate and direct all organization-wide activities in New York City, as well as oversee NYC-DSA’s communications and media. It may delegate any of these activities to subcommittees or groups of NYC-DSA.
c) The Steering Committee is responsible for chartering new Working Groups and cultural organizations.
d) The Steering Committee will be responsible for carrying out National DSA’s priorities in New York City.
e) The Steering Committee, working with relevant committees, must publish or deliver an annual report describing the accomplishments of the previous year and setting forth the plans and goals for NYC-DSA in the coming year.
f) The Labor Coordinator shall work with the organization’s Labor Working Group to connect our Labor work to the rest of the chapter. They shall build buy-in from Steering for Labor activity, facilitate communication between our labor work & the chapter, and cohere the political vision within the chapter to our labor work.
g) The Electoral Coordinator shall work with the organization’s Electoral Working Group to connect our electoral work to the rest of the chapter. They shall build buy-in from Steering for electoral campaigns, facilitate communication between our electoral work & the chapter, and cohere the political vision within the chapter to our electoral work.
Section 3: Officers. The officers of NYC-DSA shall be two Cochairs, a Treasurer, a Secretary, a Membership Coordinator, the Campaigns Coordinator, the Tools & Training Coordinator, and the Communications Coordinator.
a) CO-CHAIRS. The Co-Chairs shall be the chief spokespeople of the organization. They shall preside over all Conventions and Special Meetings of the organization, the Administrative Committee, and the Steering Committee. They shall have responsibility for overall direction and management of the organization, and shall interpret the Constitution and Bylaws, subject to appeal to the Administrative Committee. No more than one co-chair should identify as a cis man.
b) TREASURER. The Treasurer shall be responsible for the acquisition, stewardship, and dispensation of money and material goods for the organization. The Treasurer shall have custody of all funds of the organization and shall be responsible for the financial management of the organization, and shall be responsible for delivering regular financial reports to the Administrative Committee. They shall be responsible for authorizing all expenditures in accordance with the wishes of the Administrative Committee, and shall organize fundraising and dues collection, should the organization decide to collect dues. They shall also be responsible for compliance with all applicable financial laws and regulations. To carry out these responsibilities, the Administrative Committee may create functional Working Groups, whose members need not be members of the Administrative Committee but must be members in good standing, subject to the oversight of the Treasurer.
c) SECRETARY. The Secretary shall be responsible for keeping the records of the organization, including but not limited to minutes of all meetings of the Administrative Committee and Steering Committee, as well as all Conventions and Special Meetings of the organization. They shall also be responsible for informing the Steering Committee and the membership of all Conventions and Special Meetings.
d) MEMBERSHIP COORDINATOR. The Membership Coordinator shall be responsible for matters dealing with the recruitment, development, and mobilization of the organization’s membership. This includes the keeping of a database of members, conducting a regular census, driving diversity efforts, as well as any tasks assigned to the role by the Administrative Committee. The Administrative Committee may create functional Working Groups, whose members need not be members of the Administrative Committee but must be members in good standing, subject to the oversight of the Membership Coordinator.
e) CAMPAIGN COORDINATOR. The Campaign Coordinator shall work with the organization’s issue-based campaigns to ensure their campaign plans are executed in a way that maximizes each campaign’s effectiveness at key points of escalation. The campaign coordinator shall also work with issue or campaign-based Working Groups to make sure they have support from the Administrative Committee. They shall also be responsible for keeping the Administrative Committee, the Steering Committee, and the membership informed of the issue or campaign-based Working Groups’ projects.
f) Tech & Training Coordinator. The Technology Coordinator shall be responsible for maintaining and understanding the organizing and tech tools in widespread use in the organization, and developing centralized resources to help members make effective use of those tools, as well as any other tasks assigned to the role by the Steering Committee. The Tech and Tools Coordinator shall also be responsible for the technology for maintaining the organization’s membership lists and public facing online materials for the organization.
g) Communications Coordinator. The Communications Coordinator shall lead and support the organization’s communications, including social media and email, to inform the membership about events, opportunities, and political development, in addition to supporting the broader roles and function of the Steering Committee. The Communications Coordinator shall also be responsible for developing political messaging, managing the organization’s interactions with the media, and developing new communications leadership within the organization.
Section 4: Diversity. The organization shall make efforts to ensure that the officers of the organization reflect the diversity of its membership, including by seeking to elect at least two officers who are not cis men and at least two who are people of color.
Section 5: Vacancies. In the event that there is a vacancy in an officer position, the Citywide Leadership Committee shall have the power to fill the vacancy by majority vote.
Section 6: Removal. Any member of the Steering Committee who misses two consecutive meetings without an acceptable reason shall be removed from the committee and their position declared vacant. Members of the Steering Committee may also be removed for gross incompetence or malfeasance. A three-quarters majority vote of the Citywide Leadership Committee is required to remove a member of the Steering Committee.
Section 7: Quorum. A quorum of three members or fifty percent, whichever is higher, required for a valid meeting of the Steering Committee.
Section 8: Eligibility. While New York City or New York State elected representatives are welcome to be members of NYC-DSA, they are not eligible to be on the Steering Committee.
Article VII. Election of Officers
Section 1: Nominations. All Officers, the Labor Coordinator, and the Electoral Coordinator shall be elected by a vote of the chapter’s membership. The Steering Committee shall, during the second half of the year, prepare an online vote of members in good standing to elect Officers, the Labor Coordinator, and the Electoral Coordinator whose terms shall last until the subsequent year’s election. Nominations to run for the Steering Committee must be submitted to the outgoing Steering Committee. Any member may nominate another member in good standing for elected position in NYC-DSA.
Section 2: Process. There shall be a separate vote for each contested office at NYC-DSA Convention in the order that the offices are listed in Article V.
Section 3. Election of Branch representatives. Representatives from Branches will be elected no later than one month after NYC-DSA Convention concurrently with elections for Branch Organizing Committee and Steering Committee Representative. They will serve for approximately one year. Branches shall have the right to recall their representative and replace them, and will also be responsible for replacing their representative should they no longer be able to serve on the Steering Committee.
Article VIII. Branches
Section 1: Definition. NYC-DSA may subdivide its jurisdiction into Branches for the purpose of creating smaller membership bodies that meet regularly. The purpose of a Branch will be to carry out NYC-DSA’s campaigns and to debate and discuss NYC-DSA’s political strategy. Any group of eight or more Organization members of NYC-DSA, in good standing, may be recognized by the Steering Committee as a Branch. A Branch can define itself by geography, shared interest, or membership in an institution. A group of members seeking to establish itself as a Branch must apply to NYC-DSA’s Steering Committee in writing, including the names of its members; a description of purposes, functions, and membership criteria; and other information deemed necessary by the Steering Committee. A majority vote of the Steering Committee will be required to establish a Branch.
Section 2: Responsibilities. Each Branch shall maintain an official membership list. The Steering Committee will, from time to time, review the status of Branches to ensure that they are in minimum compliance with the Constitution.
Section 3: Representatives. Every Branch shall elect one of its members to a seat on NYC-DSA’s Steering Committee. Every Organization member may vote in only one Branch election for Steering Committee representative. Young Democratic Socialists of America chapters in New York City may jointly elect one representative, who will serve as their representative on the Leadership Committee.
Section 4: Revoking status. A Branch may have its status revoked by a majority plus one vote of the Steering Committee following a hearing open to all Organization members.
Section 5: Young Democratic Socialists of America (YDSA) Representation. Branches with YDSA chapters in their geographic region are required to add a voting YDSA representative to their Organizing Committee. The YDSA Representative will be jointly elected by members of YDSA chapters in the branch. Should a branch be unable to find someone to run for such a position, any member of the branch organizing committee may serve as a liaison to YDSA.
Section 6: Branch Organizing Committee Roles. The Branches of NYC-DSA will elect an Organizing Committee to lead the Branch concurrent with the Branch’s CLC elections (which include CLC members sitting on Branch OC). The Organizing Committee will have the following mutually exclusive positions: number of Committee Delegates to the Citywide Leadership Committee equal to 50% – rounded up – of the Branch’s total delegates Citywide Leadership Committee (as outlined in Article IV Section 4) one of whom must be the One Representative to the Steering Committee (as outlined in Article VII Section 3), and Five additional Organizing Committee members, one of whom must be appointed as Treasurer by the Organizing Committee. Branch Organizing Committees are encouraged to appoint non-voting members to the Organizing Committee to carry out local projects at the level of the Branch.
Article IX. Electoral Endorsements
Section 1: Electoral Working Group Recommendation. Subject to the discretion of the Steering Committee or the Citywide Leadership Committee, the Electoral Working Group may hold a vote of the working group membership prior to the Branch endorsement votes to make recommendations to the membership on endorsements, districts and/or electoral strategy.
Section 2: Branch Recommendations. Candidates running in districts wholly contained within one geographic Branch of NYC-DSA must be recommended by the branch. In order for the recommendation to be valid, the endorsement must be recommended by sixty percent of members voting. Quorum shall be a number of members equal to the average attendance of the last 4 branch meetings. Candidates running in districts that overlap more than one Branch must be first recommended by at least half of the geographic Branches in that district. Notice must be sent to members of each relevant Branch at least a week in advance that an endorsement will be considered at a branch meeting. No online vote may commence until the endorsement has been discussed at the branch meeting. Branches are encouraged to hold an in-person vote at the meeting as long as they communicate who voted and the results to those administering the election. Once a sufficient number of Branches recommends an endorsement, it goes to an Endorsement Meeting of NYC-DSA or to the Citywide Leadership Committee, as outlined in Section 4. For candidates running for congress, citywide positions, or statewide positions, before the Citywide Leadership Committee votes, the Steering Committee will send out an endorsement poll to all members. The endorsement must be recommended by 60% of voting members in order to proceed to the Citywide Leadership Committee vote.
Section 3: Eligibility to Participate and/or Vote: One must be a member in good standing for at least 3 months to be eligible to participate in any branch or organization-wide endorsement. Expired members shall have the ability to renew DSA dues at the endorsement meeting or during the online vote. No candidate seeking endorsement, opponent of a candidate seeking endorsement,, or member of or applicant for the campaign or government staff of any such candidate vote in the endorsement process for the relevant jurisdiction.
Section 4: Endorsement Meetings. Ballot measures and candidates for office may be endorsed by NYC-DSA only at specified Endorsement Meetings. All candidates being considered, along with their staffers, must leave the room during debate or discussion. Endorsement Meetings shall include each annual convention, meetings of the Citywide Leadership Committee, or other Endorsement Meetings as called by the Citywide Leadership Committee. A sixty percent majority of voting members or delegates in favor is necessary for an endorsement at an Endorsement Meeting. An Endorsement Meeting must be held within four weeks of a Branch recommendation vote.
ARTICLE X. Indemnification
Section 1: IN GENERAL. Except to the extent expressly prohibited by New York law, the organization shall indemnify any person, made or threatened to be made a party to or called as a witness in or asked to provide information in connection with any pending or threatened action, proceeding, hearing or investigation, or any appeal therein (other than an action or proceeding by or in the right of the organization to procure a judgment in its favor), whether civil or criminal, which person was or is a director or officer of the organization serving in any capacity at the request of the organization, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith as to the matters that are the subject of the legal proceeding in question, for a purpose which they reasonably believed to be in the best interests of the organization and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that their conduct was unlawful.
Section 2: LIMITATIONS. No indemnification shall be made under this bylaw if a judgment or other final adjudication adverse to such person establishes that their acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that they personally gained in fact a financial profit or other advantage to which they were not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the organization has given its consent to such settlement or other disposition. The organization shall not, except by elimination or amendment of this bylaw in a manner consistent with the preceding paragraph, take any action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance with the provisions of this bylaw.
Section 3: PROCESS. A person who has been successful, on the merits or otherwise, in the defenses of a civil or criminal action or proceeding shall be entitled to indemnification as authorized in such paragraph. Except as provided in the preceding sentence and unless ordered by a court, any indemnification under this bylaw, under any contract or otherwise, shall be made by the organization if, and only if a quorum of disinterested directors so directs, by the Administrative Committee upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the standards of conduct set forth in the first or second paragraph of this bylaw has been met by such director or officer.
Section 4: INSURANCE. The organization shall have the power, to the full extent permitted by law, to purchase and maintain insurance to indemnify its directors, officers, agents, employees and to indemnify the organization for any obligation which incurs as a result of indemnification of directors, officers, committee members or employees.
ARTICLE XI. Conflicts of Interest
Section 1: PURPOSE. The purpose of the conflict of interest policy is to protect the organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director or key employee of the organization or might result in a possible excess benefit transaction. The policy is intended to ensure that the organization’s directors and key employees act in the organization’s best interests and comply with applicable legal requirements. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: DEFINITIONS.
Section 3: Conflict of Interest. A conflict of interest (or the appearance of a conflict) may exist when the interests or activities of any interested person may be seen as competing with the interests or activities of the organization, or the interested person has a financial or other interest in a transaction, relationship, course of action or activity contemplated by the organization. Notwithstanding the above, no conflict of interest exists when the organization engages in a transaction or activity that is in the ordinary course of business if it is consistent either with the organization’s consistently applied past practices in similar transactions or with common practices among similar organizations.
Section 4: Interested Person. Any director or key employee who has a direct or indirect financial interest, as defined below, is an interested person.
Section 5: Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (i) an ownership or investment interest in any entity with which the organization has a transaction or arrangement; or (ii) a compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest; a person who has a financial interest may have a conflict of interest only if the board decides that a conflict of interest exists.
Section 6: Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial or other interest and be given the opportunity to disclose all material facts to the directors considering the proposed transaction or arrangement.
Section 7: Recusal. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining directors shall decide if a conflict of interest exists. An interested person may make a presentation at the meeting, provide background information, and/or answer questions, but she or he shall leave the meeting during the discussion of, and the vote on, the transaction, arrangement or activity involving the possible conflict of interest.
Section 8: Procedure. The chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 9: Prohibition on Improper Influence. It is prohibited and a violation of the Conflicts of Interest Policy for any person determined by the remaining directors to have a conflict of interest to coerce, manipulate, mislead, or fraudulently influence (collectively referred to herein as “improperly influence”) the decision-making process when that person knows or should know that the action, if successful, could result in the outcome which the person could not advocate for in deliberations or vote for directly.
Section 10: Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, or has improperly influenced or attempted to influence the deliberations or voting on a matter giving rise to a conflict, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose or other behavior. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 11: RELATED PARTY TRANSACTIONS. Any transaction, agreement, or other arrangement in which a related party has a direct or indirect financial interest, and in which the organization or an affiliate participates, must be disclosed before the organization enters into such related party transaction.
Section 12: RECORDS. The minutes of the board shall contain: The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest in fact existed; and the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 13: COMPENSATION. A director who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that director’s compensation.
Section 14: INITIAL AND ANNUAL STATEMENTS. Having read the conflict of interest article of these bylaws; each director or key employee, prior to appointment and annually thereafter, shall submit to the secretary a written statement (i) identifying, to the best of the director or key employee’s knowledge, any entity of which the director or key employee is an officer, director, trustee, member, owner or employee and with which the organization has a relationship, and any transaction in which the organization is a participant and in which the director or key employee might have a conflicting interest; (ii) acknowledging that they have read the most recent version of the conflict of interest article of these bylaws; and (iii) making such other statements as may be required by New York State Not-for-Profit Corporation Law and other applicable laws and regulations governing conflicts of interest. Each director or key employee shall read the conflict of interest article of these bylaws annually and shall submit to the secretary an annual statement conforming to that described above. The secretary must provide copies of all completed statements to the president.
Section 15: PERIODIC REVIEWS. To ensure the organization operates in a manner consistent with social welfare purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, address whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining and whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE XII. Whistleblower Policy
Section 1: PURPOSE. It is the policy of the organization to abide by all applicable federal, state, and local laws, rules, and regulations. This policy is intended to ensure that no director, officer, employee or volunteer who in good faith reports any action or action taken by or within the organization that she or he suspects is illegal, fraudulent, or in violation of legally required policies of the organization shall suffer intimidation, harassment, discrimination, or other retaliation or, in the case of employees, adverse employment consequences, even if the report is ultimately found to be unfounded.
Section 2: PROCEDURES. This policy shall be administered by the secretary subject to the oversight of the directors. The secretary shall, upon request, report to the directors on the policy, its implementation, the general types of reports received, and their resolutions. The secretary may designate another person to investigate any reports filed pursuant to this policy. Directors, employees and volunteers are encouraged to report possible violations of laws, regulations or ethical obligations to the secretary, or, if reporting to the secretary is not appropriate under the circumstances, the president. Where practicable, the suspected violation should be made in writing and signed by the person making the report, with the specific information that the person knows, so that an investigation may be undertaken. All questions and reports will be treated as confidential, except as required for enforcements of these standards or as otherwise required by law, and can be made anonymously. The secretary shall maintain records of all reports in a confidential file.
Section 3: VIOLATIONS. Anyone found to have engaged in intimidation, harassment, discrimination, or other retaliation against a person for making a report pursuant to this policy will be subject to appropriate disciplinary measures, which may include removal from office or from the board.
Section 4: DISTRIBUTION. The Secretary shall distribute a copy of this policy to all directors, employees, and volunteers who provide substantial services to the organization. All officers, directors, members of board committees, and employees with supervisory or expenditure authority shall sign an annual acknowledgment that they have received a copy of this policy, understand it, and agree to abide by its terms. Such acknowledgments shall be retained by the secretary.
ARTICLE XIII. Miscellaneous
Section 1: STAFF. The Administrative Committee may hire paid staff. Should the Administrative Committee appoint an Executive Director, the Executive Director shall manage the day-to-day operations of the Organization, and shall have the authority to hire, manage and discharge additional staff, subject to the oversight of the Administrative Committee, and shall have such other authority and perform other such duties and shall receive such reasonable compensation, if any, as a majority of the Administrative Committee may from time to time determine. In the absence of an Executive Director, all staff shall report directly to the Administrative Committee or to such other committee or person to whom the Administrative Committee may delegate responsibility for managing staff.
Section 2: BOOKS AND MINUTES. The organization shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Administrative Committee. All books and records of the organization may be inspected by any director or their accredited agent or attorney, for any proper purpose at any reasonable time.
Section 3: FISCAL YEAR. The fiscal year of the organization shall be January 1st through December 31st, inclusive.
Section 4: CONVEYANCES AND ENCUMBRANCES. Property of the organization may be assigned, conveyed or encumbered by such officers of the organization as may be authorized to do so by the Administrative Committee, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the organization shall be authorized only in the manner prescribed by applicable law.
Section 5: CHECKS, CONTRACTS AND DEPOSITS. The co-chairs and treasurer shall be authorized to sign contracts authorized by the board and to sign checks on behalf of the organization. No check shall be issued without being signed by a co-chair or treasurer and one other person, who may be a co-chair or the treasurer or another person authorized by the directors to sign checks.
Section 6: LOANS TO DIRECTORS AND OFFICERS PROHIBITED. No loans or advances shall be made by the organization to any of its directors or officers.
Section 7: INTERNAL REVENUE CODE. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws. Notwithstanding any other provision of the articles of incorporation or these bylaws, the organization shall not engage in any activities which is not permitted for an entity exempt from federal corporate tax under Section 501(c)(4) of the Internal Revenue Code.
Section 8: NOTIFICATIONS. All requirements for giving notice to the membership can be met by electronic mail and posting to social media.
ARTICLE XIV. INTERPRETATION AND AMENDMENT OF BYLAWS
Section 1: INTERPRETATION. This Constitution shall be interpreted by the Administrative Committee, subject only to appeal to Convention or a Special Meeting of the membership. The interpretation of the Convention or Special Meeting shall be final.
Section 2: AMENDMENTS. These Bylaws may be amended by a sixty percent majority of those present at a Convention or Special Meeting of the membership called for that purpose, provided that notice of such amendments must be given no less than fifteen days prior. Subsequent to a Convention or a Special Meeting at which multiple amendments are enacted, the Administrative Committee may appoint a reconciliation committee if necessary to reconcile those amendments. Such reconciliation committee may not make substantive changes to the amendments or to these Bylaws except as necessary to implement the intended amendments made by the Convention or the Meeting.
Section 3: RULES. Unless otherwise voted upon by a meeting, Robert’s Rules, newly revised (referred to also as “Robert’s Rules”) shall govern the conduct of all Conventions and Special Meetings.
Section 4: SEVERABILITY. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and is such event these bylaws shall be construed in all respects as if such invalid provisions were omitted.
Section 5: ORDER OF PRECEDENCE. The organization shall be bound by its Certificate of Incorporation and its bylaws, in accordance with New York State and other applicable law. No document or policy shall supersede these bylaws, unless such document or policy is validly incorporated in these bylaws as an amendment pursuant to the amendment provisions of these bylaws and in accordance with applicable law.