The 501c4 corporation Americans Elect is arranging for the nation’s first-ever privately-run online nomination of candidates for President and Vice President of the United States in 2012. As with any other corporation in the United States, it has a set of bylaws. On November 18, 2011 the Americans Elect corporation held an unannounced meeting at which it amended its previous bylaws.
A month later, Americans Elect has not posted changes to the bylaws, or posted any notice of the changes, on its website for public review. Furthermore, Americans Elect has generally made it a practice to post its documents as images that cannot be indexed by search engines or searched by keyword. For these reasons, Irregular Times has retyped the bylaws into an easily searchable text format, based on a pdf file submitted to the Florida Secretary of State on November 22, 2011. You can read the full text of the amended bylaws here.
Americans Elect has a long set of bylaws with a number of wordy clauses, but the number of changes from the previous version is small. For the benefit of your quick review, the following are the changes made compared to the previous set of bylaws:
Change #1: Added to end of Section 2.3 on delegates: “All Delegates and persons registered to vote in Americans Elect have a fundamental right to fully and meaningfully participate in the business and affairs of Americans Elect without any monetary encumbrance.”
Readers should note Section 2.1: “Delegates shall not have rights of approval regarding corporate governance and administration of Americans Elect.” There appears to be some conflict between these clauses, with Section 2.1 restricting fundamental rights expressed in Section 2.3. The language added to Section 2.3 appears to be an attempt to satisfy the requirements of Florida State law, to which Americans Elect is subject because it has registered as a political party.
Change #2: Added to end of Section 7.1 regarding the creation of state affiliates: “The Board retains sole authority whether to raise and expend funds or conduct campaigns for nominees, when such activities are required by law.”
This clause centralizes authority in the Board of Directors of Americans Elect rather than permitting state affiliates to act on their own.
Change #3: Revision of Section 8.1.2: “Website. Americans Elect shall maintain a public website at www.americanselect.org for timely notice of the names of candidates, officers and other such information required to be disclosed by law. All notices of convention votes and meetings, including date, time and place, shall be posted on the website at least three (3) days before the scheduled event.”
Added to end of Section 8.2: “All other meetings of Delegates or Committees shall be convened upon at least three (3) days notice sent electronically to all Delegates as to the time, date and place or website of the meeting.”
These changes also appear to be an attempt to satisfy the requirements of Florida State law to which Americans Elect is subject. Any meetings taking place in the future therefore must be posted on the Americans Elect website at least three days before the meeting occurs. It will be up to the public to ascertain whether this requirement has been met.
The provision requiring notice to delegates is interesting, given that at this date Americans Elect has not signed up any delegates, which as the bylaws specify must have their voter registration verified. Will Americans Elect use this loophole to evade notification of meetings of committees?
Change #4: Added to Section 9.1, regarding Electors: “Americans Elect shall not require such persons to be registered or affiliated with Americans Elect and such persons may be registered members of any political party or unaffiliated with any political party to be eligible for appointment, unless otherwise required by law.”
What Has Not Changed?
With the passage of a full season between the last version of the Americans Elect bylaws and the current version, there has been a fair amount of feedback given to Americans Elect regarding weaknesses in its bylaws. We at Irregular Times have noted provisions in the bylaws that include:
1) absurdly high numbers of delegates (numbers never reached in American history) needing to vote to overturn decisions of the corporate board of directors.
2) corporate-controlled committees that have the right to kick out presidential candidates the corporation deems unsuited for nomination.
3) a general clause granting Americans Elect the right to exercise powers to prevent Americans from using the Americans Elect system to obtain a result the corporation finds inappropriate.
4) a loyalty pledge required of all delegates promising to support Americans Elect and not to disparage any delegate (including Americans Elect corporate leaders, all of whom according to the bylaws have delegate status), violation of which is punishable by expulsion and disenfranchisement.
Despite feedback, none of these provisions have been amended. They remain in the bylaws despite the opportunity for Americans Elect to have reformed.