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Full Text of Americans Elect Bylaws, as of July 1 2011


Editor’s note from Irregular Times: Americans Elect is a section 501c4 corporation with a purpose of arranging the nomination and election of its own candidates for President and Vice President of the United States in 2012. The following is a full-text transcription of Americans Elect bylaws as agreed to by the Americans Elect corporate Board of Directors on July 1, 2011. It is retyped into an easily searchable text format from a pdf file posted by the Nevada Secretary of State on July 6, 2011.

I encourage anyone considering involvement with Americans Elect first to educate himself or herself by reading these bylaws and second to ask questions of Americans Elect leadership. The e-mail address Americans Elect has set up to accept questions is info@americanselect.org.


Second editor’s note, December 11, 2011: These bylaws have been amended in an unannounced meeting of the Americans Elect corporate Board of Directors held on November 18, 2011. The full text of these bylaws has not yet been posted to the Americans Elect website, but has been transcribed from a Florida Secretary of State document and can be read here.


AMENDED AND RESTATED BYLAWS OF AMERICANS ELECT
[as most recently amended on July 1, 2011]

ARTICLE 1 Name and Purpose

Section 1.1. Name and Purpose. The corporate name of this organization is Americans Elect. The purpose of Americans Elect is to create a process for the American people by internet- based convention directly to nominate qualified persons for President and Vice President of the United States of America for election by the American people in November 2012. The nominees shall run as a coalition ticket responsive to the vast majority of citizens while remaining independent of special interests and the partisan interests of either major political party. Americans Elect will encourage civic engagement by the American people and educate voters about their exercise of direct democracy.

Section 1.2. Ballot Access. Americans Elect shall comply with the laws of every state and the District of Columbia to the extent such laws do not violate the United States Constitution Or the Constitution and laws of that state, to quality for ballot access of the presidential ticket nominated at the internet-based convention. The nomenclature of such eligibility varies by state, so Americans Elect may describe its organization in a uniform manner that can be understood by voters while conforming to the laws of each state.

ARTICLE 2 Membership and Delegates

Section 2.1. Members Generally. All American citizens are eligible for membership in Americans Elect, while only American citizens who are registered voters may vote in convention as Delegates. Delegates shall have the exclusive power to vote regarding all matters presented by Americans Elect at the convention, provided, however, that Delegates shall not have rights of approval regarding corporate governance and administration of Americans Elect.

Section 2.2. Members. All persons who are citizens of the United States may register online as Members of Americans Elect or by alternative means of registration as Americans Elect may provide or as particular states may allow, regardless of their membership in any political party. All Members who are registered voters shall be eligible to become Delegates of Americans Elect upon verification of their lawful voter registration status by means of verification as determined by the Board. Members may participate in all activities of Americans Elect but shall not vote unless verified as Delegates.

Section 2.3. Delegates. Delegates are Members who have submitted sufficient information to permit verification of their lawful status as registered voters and citizens of the United States, and who have been so verified by Americans Elect, and who have accepted the Delegate Pledge as provided by the Rules Committee. Upon receipt of verification for eligibility as a Delegate, Delegates shall have the authority to vote and participate in all aspects of online conventions and decisions in accordance with the convention rules and these Bylaws, and may participate in such additional voting consistent with the purpose of Americans Elect as may from time to time be presented to the Delegates for decision.

Section 2.4. Standard of Conduct and Delegate Pledge. All persons as a condition of their status as Members or Delegates of Americans Elect shall refrain from engaging in criminal conduct which the Board determines will or reasonably can be perceived to cause public disrepute of Americans Elect. Additionally, all Delegates shall agree to a written pledge as a condition of their participation in Americans Elect in a form to be determined by the Rules Committee: (1) to support the purpose of Americans Elect; (2) to help approve and then adhere to the official rules of the Americans Elect online convention process; and (3) to respect opposing views, in the same manner that the candidates for the Americans Elect nomination are to do, and to avoid incivility or personal disparagement of any other Member or Delegate. Subject to appeal to and binding determination by the Board or its designee, any person violating this Standard of Conduct or Delegate Pledge may be terminated from Americans Elect without prior notice by the Board on its own initiative or on petition of the Delegates.

Section 2.5. Power and Authority of Delegates. Americans Elect shall confer directly on the Delegates such functions as traditionally have been within the authority of the leadership of the major political parties. Delegates shall have exclusive power and authority to: draft, support, oppose and nominate the Americans Elect ticket for President and Vice President of the United States of America in accordance with the rules of the online convention; convene in convention after the November election and before the Electoral College to endorse and direct electors to vote for any candidate who appeared on the November ballot in the event the Americans Elect ticket did not receive the most votes nationally of any ticket on the November ballot; determine, adopt and ratify the rules of the online convention and platform of questions in accordance with these Bylaws; with Board, certify or decertify other Delegates and candidates in accordance with these Bylaws; and ratify the appointment of officers.

ARTICLE 3 Offices

Section 3.1. Location. The principal office of Americans Elect shall be located within or without the District of Columbia, at such place as the Board of Directors shall from time to time designate. Americans Elect may maintain additional offices at such other places as the Board of Directors may designate. Americans Elect shall continuously maintain within the District of Columbia a registered office at such place as may be designated by the Board of Directors.

ARTICLE 4 Board of Directors

Section 4.1. Power and Qualification of the Board of Directors. All corporate powers of Americans Elect shall be exercised by, or under the authority of, and the business of Americans Elect shall be managed by under the direction of the Board of Directors, subject only to the direction of Delegates in accordance with these Bylaws. The Board shall function as the Executive Committee of Americans Elect. Notwithstanding any provisions of these bylaws to the contrary, except for Section 2.5, the Board shall reserve extraordinary authority and power to take or compel any action necessary to assure that the purpose of Americans Elect is not defeated by the acts or omissions of any persons or parties. Directors need not be residents of the District of Columbia, but all Directors shall be required to qualify and serve as Delegates. All powers of Americans Elect, including the right to nominate candidates for President and Vice President shall be reserved to the Delegates, except as specifically delegated to the Board pursuant to these Bylaws.

Section 4.2. Number of Directors. The number of Directors constituting the founding Board of Directors shall be as set forth in the Articles of Incorporation. Thereafter, the number of Directors constituting the entire Board of Directors of Americans Elect shall be not less than three (3) nor more than nine (9). The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 4.3. Election and Term of Directors. The founding Board of Directors of Americans Elect shall consist of those persons named in the Articles of Incorporation. At each annual meeting of the Board of Directors, the Directors then in office shall elect Directors. Each Director shall hold office for a term of one year until the next annual meeting of the Board, and until his or her successor has been elected and qualified.

Section 4.4. Vacancies. Any vacancy in the Board of Directors, occurring either through any newly created directorships or by reason of death, resignation, retirement, disqualification, or removal of a Director, shall be filled by appointment by the Board of Directors.

Section 4.5. Removal of Directors. A Director may be removed, with or without cause, by a vote of a majority of the Directors then in office at a meeting of the Board of Directors expressly called for that purpose.

Section 4.6. Resignations. A Director may resign at any time by delivering written notice to the Board of Directors, the Chairman (otherwise known as the President), or the Secretary. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.

Section 4.7. Quorum of Directors and Action by the Board. Unless otherwise required by law or by the Articles of incorporation or these Bylaws, a majority of the number of Directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority ofthe Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors.

Section 4.8. Meetings of the Board. Meetings of the Board of Directors, regular or special, may be held at such place within or without the District of Columbia, and upon such notice as may be prescribed by resolution of the Board of Directors.

Section 4.9. Notice of Meetings of Directors.

4.9.1. Regular and Special Meetings. Notice of the regular meetings of the Board of Directors need not be in writing. Written notice of each special meeting of the Board of Directors shall state the date, place and hour of the meeting and shall be delivered personally, by mail, by telefacsimile or email to each Director’s usual place of business or email address as recorded in Americans Elect’s records, not less than three (3) days prior to the date of the meeting.

4.9.2. Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to any Director entitled to such notice who submits a signed, written waiver of notice before or after the date and time stated in such notice. A Director’s attendance at or participation in a meeting waives any required notice to him or her of such meeting, unless at the beginning of such meeting or promptly upon his or her arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

4.9.3. Scope of Notice. Unless otherwise required by law or by these Bylaws, a notice need not specify the business to be transacted at, or the purpose of, any meeting of the Board of Directors; provided however, if such notice does specify the business to be transacted at, or the purpose of, a meeting of the Board of Directors, such notice shall not limit the actions the Board of Directors may take at such meeting.

Section 4.10. Action by Directors in Lieu of a Meeting: Meetings by Conference Telephone.

4.10.1. Consent in Lieu of Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors shall be tiled with the minutes of the Board of Directors or filed with the corporate records reflecting the action taken.

Action taken under this Section 4.10.1 becomes effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided, the consent states the date of execution by each Director. Such consent shall have the same force and effect as a unanimous vote.

4.10.2. Telephonic and Video Conferences. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of Directors may participate in a regular or special meeting of the Board of Directors or of a committee thereof by means of telephone conference or by any means of communication by which all Directors participating may hear one another during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.11. Compensation of Directors. The Directors of Americans Elect shall serve without compensation for services rendered by them in their capacities as Directors.

Section 4.12. Neutrality of Directors. Board members shall not communicate or act in favor of or in opposition to any candidate for President or Vice President at any time before the adjournment of the online nominating convention of Americans Elect. The Board shall appropriately enforce the provisions of this section as well as Section 6.1 regarding neutrality of officers of Americans Elect.

Section 4.13. Independent Financial Audit. The Board shall develop a process for independent financial audit of Americans Elect and to appoint an independent outside auditor of national reputation for such purpose.

ARTICLE 5 Committees

Section 5.1. Committees’ Authority. The Standing Committees of Americans Elect shall consist of the Rules Committee, Platform of Questions Committee, Candidates Certification Committee, and Technology Integrity Committee. Additionally, the Board of Directors and Delegates may from time to time form ad hoc committees of defined purpose, membership and duration to advance the purposes of Americans Elect. The designation of a board member of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, him, or her by law. The Standing Committees shall have the following purposes and membership:

Section 5.2. Rules Committee.

5.2.1. Purpose. The Rules Committee shall be responsible for development of all rules for the conduct of internet-based conventions, including drafting, revision and amendments of such rules, consistent with the purposes of Americans Elect. The Rules Committee shall after hearing, or after hearing and report by a hearing officer appointed by the Rules Committee, finally determine any interpretation or dispute involving the rules of convention.

5.2.2. Membership. Members of the Rules Committee shall be appointed by the Board from among the Delegates with due regard for the principles of non-partisan balance among the membership. Members shall serve at the pleasure of the Board and may be removed without cause.

Section 5.3. Platform of Questions Committee.

5.3.1. Purpose. The Platform of Questions Committee shall be responsible for developing proposed questions for submission to the Delegates, polling the Delegates to determine which questions to include in the final platform of questions as well as any amendments thereto, tendering the platform of questions to all persons who are identified either as potential or drafted candidates for Americans Elect nomination as well as to the nominees of the Republican and Democratic parties, disseminating all responses by candidates or draftees to the platform of questions, assuring that candidate and draftee answers to the platform of questions are responsive and seeking responsive answers thereto, and subject to the direction of the Board, development of supplemental platform of questions as national and world events may dictate.

5.3.2. Membership. Members of the Platform of Questions Committee shall be appointed by the Board from among the Delegates with due regard for the principles of non-partisan balance among the membership. Members shall serve at the pleasure of the Board and may be removed without cause.

Section 5.4. Candidate Certification Committee.

5.4.1. Purpose. The Candidate Certification Committee shall be responsible for certifying that candidates and draftees for the offices and president and vice president meet all constitutional eligibility, as well as to develop and apply criteria of demonstrated achievements based on qualifications of past presidents and vice presidents to ensure that only persons capable of performing the duties of president and vice president are eligible for voting by the registered Delegates, subject only to a two thirds vote to the contrary by all registered Delegates in accordance with Section 5.6. All qualified persons, regardless of their membership in any political party, shall be eligible to seek or accept the nomination of Americans Elect.

5.4.2. Membership. Members of the Candidate Certification Committee shall be appointed by the Board from among the Delegates with due regard for the principles of non-partisan balance among the membership. Members shall serve at the pleasure of the Board and may be removed without cause.

Section 5.5. Technology Integrity Committee.

5.5.1. The Technology Integrity Committee shall have oversight of all aspects of internet interface and function, including development and maintenance, website content, delegate certification, internet convention operation and audit, software development and licensing, hardware and data storage purchase, lease or licensing, digital media, email and social networking and shall develop and oversee all outside contractors responsible for all aspects of internet functionality. The Committee may engage the services of a respected outside independent technology integrity expert or experts to assist the Committee.

5.5.2. Membership. Members of the Technology Integrity Committee shall be appointed by the Board from among the Delegates with due regard for the principles of non-partisan balance among the membership. Members shall serve at the pleasure of the Board and may be removed without cause.

Section 5.6. Committee Override by Delegate Vote. Any decision of the Platform of Questions Committee or the Candidate Certification Committee shall be nullified by a vote of 2/3 of all registered Delegates, except that a maximum of three declared candidates for President and three declared candidates for Vice President may be placed on the ballot by Delegate nullification.

ARTICLE 6 Officers, Agents and Employees

Section 6.1. Officers and Neutrality. The Board of Directors shall elect or appoint the officers of Americans Elect from persons qualified to be Delegates, who shall immediately serve pending ratification by the Delegates, except the Chairman, who may also be known as President, shall be the person who serves as Chair of the Board. Upon convening a convention, such officers shall be subject to ratification by the Delegates in accordance with these Bylaws. Upon failure to ratify, the Board shall appoint a different person as officer subject to further ratification in accordance with these Bylaws. The officers shall include a Chairman, who may also be known as President who shall be the person who serves as Chairman of the Board of Directors, a Vice Chairman, who may also be known as Vice President, a Secretary, and a Treasurer, and such other officers, including vice presidents and assistant officers, as may be deemed necessary. The officers of Americans Elect may be designated by such other titles as may be provided in the Articles of Incorporation or these Bylaws to conform to requirements of any state. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers shall not communicate or act in favor of or in opposition to any candidate for President or Vice President at any time before the adjournment of the online nominating convention of Americans Elect.

Section 6.2. Term of Office and Removal. Unless otherwise provided by resolution of the Board of Directors, officers shall be elected or appointed at each annual meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected or appointed and qualified. Any officer may be removed by the Board of Directors when, in their judgment, the best interest of Americans Elect will be served thereby. Removal of an officer shall be without prejudice to his or her contract rights, if any, and the election or appointment of an officer shall not itself create contract rights.

Section 6.3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled for the unexpired portion of the term at any meeting of the Board of Directors.

Section 6.4. Powers and Duties of Officers. Subject to the control of the Board of Directors, all officers as between themselves and Americans Elect shall have such authority and perform such duties in the management of the property and affairs of Americans Elect as may be provided in these Bylaws or by the Board of Directors and, to the extent not so provided, as generally pertains to their respective offices.

6.4.1. Chairman (or President). The Chairman shall serve as the chief executive officer of Americans Elect. Subject to the supervision of the Board of Directors, the Chairman shall perform all duties customary to that office and shall manage the affairs of Americans Elect in accordance with the policies and directives approved by the Board of Directors. The Chairman shall serve as liaison to state governments on all matters relating to Americans Elect’s relationship with the state.

6.4.2. Vice Chairman (or Vice President). The Vice Chairman shall perform such duties and have such powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the Chairman from time to time provide, subject to the powers and the supervision of the Board of Directors.

6.4.3. Secretary. The Secretary shall be responsible for preparing and maintaining custody of the minutes of the meetings of the Board of Directors and for authenticating records of Americans Elect, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary or as may be determined from time to time by the Board of Directors. The Secretary shall be the custodian of all records of Americans Elect and shall provide access to records as required by law.

6.4.4. Assistant Secretary. The Assistant Secretary (if any) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such duties and exercise such other powers as the Board of Directors may from time to time prescribe.

6.4.5. Treasurer. The Treasurer, as the chief financial officer of Americans Elect, shall be responsible for all funds and securities of Americans Elect. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of Americans Elect, and shall deposit all monies and other valuable property of Americans Elect in the name and to the credit of Americans Elect in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall file any financial reports required by law and render a statement of accounts. He or she shall, at all reasonable times, exhibit the books and accounts to any officer or Director of Americans Elect, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board of Directors.

6.4.6. Assistant Treasurer. The Assistant Treasurer (if any) shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and exercise such other powers as the Board of Directors may from time to time prescribe.

Section 6.5. Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board of Directors may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.

Section 6.6. Compensation of Officers, Agents and Employees.

6.6.1. Officers. Americans Elect may pay compensation to officers, and may reimburse officers for expenses incurred in the performance of their duties to Americans Elect, in reasonable amounts, such amount to be fixed by the Board of Directors.

6.6.2. Employees. Americans Elect may pay compensation to agents and employees for services rendered, and may reimburse agents and employees for expenses incurred in the performance of their duties to Americans Elect, in reasonable amounts, such amounts to be fixed by the Board of Directors.

6.6.3. Surety Bond. The Board of Directors may require agents or employees to give security for the faithful performance of their duties.

ARTICLE 7 State and National Organization

Section 7.1. Formation of State Committees. Americans Elect may, upon approval of the Board and to the extent required by law, authorize and organize the formation of state-based chapters or state committees consistent with the national purpose of Americans Elect.

Section 7.2. Transition to National Organization. Pending the formation of state committees, the Board of Americans Elect shall be deemed to be acting in each state as an authorized state committee and to perform and exercise all duties, powers and responsibilities of a state committee as may be required by state law. In states where Americans Elect has met all statutory requirements to form a minor political party, such organizations shall be considered separate legal entities from Americans Elect, and shall be governed by the Board pending qualification as a national political party in accordance with law in the 2012 election. Nothing in this section shall prevent the Board from appointing persons to act as local governing bodies or agents consistent with these Bylaws in any state where Americans Elect has met such statutory requirements.

Section 7.3. Limitation of Electoral Purpose. Notwithstanding the creation of any state committees as may be required by law, the only offices eligible for nomination by Americans Elect shall be President and Vice President of the United States of America and no other federal, state, county or local office.

ARTICLE 8 Conventions

Section 8.1. Internet-based Conventions. Consistent with the freedoms of its Members and Delegates guaranteed by the United States Constitution, Americans Elect shall convene in convention only by secure internet linkage of Delegates.

8.1.1 Physical Presence. Where any state law requires the physical presence of a convention, the use and presence of a secure internet access and delegates at any such location shall be deemed to be such physical presence.

8.1.2. Website. Americans Elect shall maintain a public website for timely notice of the names of candidates, officers and such other information required to be disclosed by law.

Section 8.2. Call of Convention. The Board may call a convention upon three (3) days notice sent electronically to all Delegates, setting forth the date and time the convention will begin as well as proposed agenda or purpose and a draft of proposed convention rules subject to ratification and approval of the Delegates in accordance with these Bylaws. The Board shall call a convention for purposes of nominating a ticket for President and Vice President in each year of a presidential election, with such convention to begin no earlier than April 1 and to adjourn no later than June 30 of such year.

Section 8.3. Convention Votes. There is no quorum requirement for internet conventions. Votes to draft or nominate candidates shall be governed by the convention Rules as adopted by the Rules Committee and ratified by the Delegates in accordance with these Bylaws. Where these Bylaws provide for ratification by the Delegates, except on votes regarding nomination or endorsement of a particular candidate, the report of Committee shall be deemed adopted except by negative vote of two-thirds (2/3) of all registered Delegates. In the event of a failure to ratify, the Board or Committee shall convene and present substitute motions for ratification by the Delegates in accordance with these Bylaws.

Section 8.4. Rules. The Rules Committee may conduct hearings to solicit the views of Delegates and Members and shall draft and report detailed rules of each convention, subject to ratification of the Delegates in convention.

Section 8.5. Report of Nomination. The Board, or the President as may be designated in writing by the Board, shall forthwith notify the chief election officer of each state and the District of Columbia of the names of the persons nominated by a majority of Delegates for the offices of President and Vice President by the convention, and shall provide such further documentation or compliance in support thereof as such officers may require to assure ballot access of the nominated ticket on the November ballot in such state. Where states require notice of the ticket before the nominating convention is complete, the President shall notify such state that the candidates shall be the persons nominated at the Americans Elect convention by majority vote in accordance with these Bylaws and rules and then supplement such report by providing the names of the nominated persons forthwith upon completion of the convention, or if permitted by state law, may report the names of persons who are so-called straw candidates, persons who have pledged in writing not to be candidates in fact, subject to later substitution by the nominated ticket. Nothing in these Bylaws shall preclude Americans Elect from seeking judicial relief in the event a state requires identification of candidates before the nominating convention is completed.

Section 8.6. Advisory Presidential Primary Election. Candidates may appear on the presidential preference primary ballots in accordance with state law. However, the exclusive means of receiving the nomination of Americans Elect shall be by internet convention in accordance with these Bylaws and rules and any such presidential preference primary election vote shall be advisory only.

Section 8.7. Death or Disability or Disqualification of Nominees. At any time before the general election. if the person nominated by Americans Elect for President or Vice President shall die, withdraw, become disabled from performing the duties of the office, accept the nomination of any other political party, or otherwise be lawfully disqualified, the Board may convene an internet convention in accordance with these Bylaws and rules, except that notice of such convention may be less than three (3) days in an emergency declared by the Board, to nominate from any of the previously-considered candidates a new nominee.

Section 8.8. Presiding Officer. The Board shall appoint a person or persons to serve as presiding officer of any convention, provided that no such person may be drafted or nominated for the presidential ticket.

ARTICLE 9 Electoral College

Section 9.1. Appointment of Electors. Unless otherwise provided by law, Americans Elect shall appoint qualified persons from among the Delegates in each state to serve as Electors. Where the appointment of Electors is reserved to the Executive or Legislative branches of state government, unless otherwise ordered by a court of competent jurisdiction, the Board shall submit to such appointing authority a list of nominees for such Electors consisting of one qualified person for each position in the Electoral College from such state.

Section 9.2. Appointment of Alternate Electors. For each person appointed as Elector in the manner described in the preceding section, the Board in like manner shall appoint or nominate one qualified person to serve as Alternative Elector for each such Elector, to serve in place of such Elector in the event of the Elector’s death, disqualification, refusal to act, failure to attend, disability or automatic resignation for failure to conform to the Conditions of Appointment or Nomination (hereinafter “Conditions of Appointment”) as an Elector on behalf of Americans Elect.

Section 9.3. Unpledged Electors. Except as provided by Section 9.4 below, or otherwise required by state law absent judicial order to the contrary by a court of competent jurisdiction, all persons serving as Electors on behalf of Americans Elect shall be unpledged to vote in the Electoral College for any particular candidate for President and Vice President of the United States.

Section 9.4. Conditions of Appointment. Before any person is appointed or nominated by the Board to serve as an Elector or Alternate Elector, such person shall first execute a binding agreement in a form substantially similar to Appendix A that he or she shall be unpledged to vote for any particular candidate unless one of the following two conditions exists:

9.4.1. Plurality or Minority Vote for Americans Elect Ticket. The Americans Elect ticket receives more popular votes nationally than any other ticket, in which case the person serving as Elector shall vote solely in the affirmative for the nominees of Americans Elect and for no other candidate;

9.4.2. Coalition Agreement. The Americans Elect ticket receives fewer popular votes nationally than the ticket of at least one of the major political parties and the Americans Elect Delegates have convened in convention after the popular vote but before the Electoral College vote and endorsed a candidate of either major political party on such terms and conditions as may be reflected in the vote of endorsement, in which case the person serving as Elector shall vote solely in the affirmative for the endorsed candidate and for no other candidate.

Section 9.5. Disqualification and Automatic Resignation. Failure or refusal of any Elector to comply with the Conditions of Appointment in Section 9.4, as memorialized by written agreement between the parties, shall constitute the automatic resignation of such Elector from office and the appointment of that Elector’s designated Alternate Elector without any further action by the Board. Any vote cast by an Elector in violation of the Conditions of Appointment shall be deemed null and void and such person shall be personally liable to Americans Elect for liquidated damages specified in Appendix A to partially reimburse Americans Elect for the costs of obtaining ballot access and to conduct the convention(s) in the state represented by such person in the Electoral College. In the case of such automatic resignation, the Alternate Elector shall cast a substitute vote for President and Vice President in accordance with Section 9.4. In the event such Alternate Elector fails or refuses to comply with the Conditions of Appointment in Section 9.4. as memorialized by written agreement between the parties, any votes cast by such Alternate Elector shall be deemed null and void and such person shall be personally liable to Americans Elect for liquidated damages specified in Appendix A to partially reimburse Americans Elect as described herein.

Section 9.6. Conformance with Constitutional Rights and State Law. Nothing in these Bylaws shall prevent Americans Elect from contesting on constitutional or other lawful grounds any state or federal laws that purport to restrict the conduct by Americans Elect of its own governance regarding the Electoral College. In the event that any portion of these Bylaws is ruled unlawful by a court of competent jurisdiction, the remaining Bylaws shall remain in full force and effect.

ARTICLE 10 Miscellaneous

Section 10.1. Fiscal Year. The fiscal year of Americans Elect shall be the calendar year or such other period as may be fixed by the Board of Directors.

Section 10.2. Checks, Notes, and Contracts. The Board of Directors shall determine who shall be authorized from time to time on Americans Elect’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 10.3. Books and Records to be Kept. Americans Elect shall keep at its principal office, correct and complete books and records of account, the activities and transactions of Americans Elect, the minutes of the proceedings of the Board of Directors and the current list of Directors and officers of Americans Elect and their residence addresses. Any of the books, minutes and records of Americans Elect may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 10.4. Amendments.

10.4.1. Articles of Incorporation. The Articles of Incorporation may be amended by a majority vote of the Directors then in office.

10.4.2. Bylaws. The Bylaws of Americans Elect may be adopted, amended, or repealed by a majority vote of Directors then in office, subject to ratification by the Delegates in convention.

Section 10.5. Indemnification and Insurance. Unless otherwise prohibited by law, Americans Elect shall indemnify any Director or officer, any former Director or officer, any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim. action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such Director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to Americans Elect for damages arising out of his or her own negligence or misconduct in the performance of a duty to Americans Elect.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director, officer, or employee. To the extent permitted by law, Americans Elect may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director, officer, or employee; provided, however, that such Director, officer, or employee shall undertake to repay or to reimburse such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Section.

The provisions of this Section shall be applicable to claims, actions, suits, or proceeding made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of Americans Elect to make any indemnification permitted by law.

The Board of Directors may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him or her which arises out of such person’s status as a Director, officer, employee, or agent or out of acts taken in such capacity, whether or not Americans Elect would have the power to indemnify the person against that liability under law.

If any part of this Section shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

Section 10.6. Loans to Directors and Officers. No loans shall be made by Americans Elect to its Directors or officers.

ARTICLE 11 Tax Exempt Status

Section 11.1. Exempt Status. Notwithstanding any provision in these Bylaws or in Americans Elect’s Articles of Incorporation, Americans Elect shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in Section 5Ol(c)(4) of the Internal Revenue Code of 1986, as now in effect or may hereafter be amended, or the corresponding provision of any future federal tax code.

ARTICLE 12 Procedure

Section 12.1. Governing Procedure. To the extent not in conflict with these Bylaws or rules, all meetings and conventions of Americans Elect shall be governed by Robert`s Rules of Order, as most recently revised.

Section 12.2. Decisions of the Chair. For purposes of these Bylaws, the Board shall act as the Chair of the convention. All decisions of the Chair shall be binding, subject only to ratification by the Delegates in accordance with these Bylaws.

APPENDIX A
AGREEMENT FOR CONDITIONAL APPOINTMENT AS PRESIDENTIAL ELECTOR FOR AMERICANS ELECT

For good and lawful consideration and intending to be bound, Americans Elect (“AE”) and the undersigned ______________ (“Elector” or “Alternate Elector” as appropriate) agree as follows:
1. AE shall appoint Elector as a presidential elector/alternate elector on behalf of AE in accordance with Article 9 of the AE Bylaws as most recently amended and this agreement;
2. Elector acknowledges that such appointment is a position of prestige and power, and that AE has expended more than $10 million to attain ballot access in multiple states,
3. Elector agrees that Elector shall remain unpledged until convening of votes for the Electoral College, with the exception of the following conditions: a. Plurality or Majority Vote for AE Ticket: If the AE ticket receives more votes nationally than any other ticket, the Elector shall solely vote in the affirmative for the AE nominees and for no other candidate; b. Coalition Agreement: If the AE ticket receives fewer popular votes nationally than the ticket of at least one of the major political parties but no party has attained a majority of the national popular vote and the AE delegates have convened in the Convention after the general election but before the Electoral College vote and endorsed a candidate of either major political party on such terms as may be reflected in the vote of endorsement, the Elector shall vote solely for the candidates as instructed by the Delegates and for no other candidate.
4. Failure to comply with this agreement shall result in the automatic termination of the Elector and substitution therefor with the alternate elector, in view of the national effort and costs to AE to attain ballot access for the AE ticket, which is not susceptible of easy calculation, the parties agree that the elector shall be liable to AE in the amount of $500,000 in liquidated damages if the Elector violates this agreement.