AMENDED AND RESTATED BYLAWS
OF
AMERICANS ELECT
[as
most recently amended on December 19, 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 to directly 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 qualify 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. 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.
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
that 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 to: (1)
support
the purpose of Americans Elect; (2) help approve and then adhere to the official
rules of
the
Americans Elect online convention process; and
(3) 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 and to
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.
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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;
and with approval of the Board, certify or decertify other Delegates and candidates in
accordance
with these Bylaws.
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 or 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 ensure 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
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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 directorship 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 of the
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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.
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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 of the
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
filed 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 shall develop a process to appoint an
independent
outside auditor of national
reputation for such purpose.
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ARTICLE 5
Committees
Section
5.1. Committees; Authority. The
Standing Committees of Americans
Elect
shall
consist of the Rules Committee, Platform of Questions Committee, Candidate 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
nonpartisan 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
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draftees to
the platform of questions, ensuring 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
nonpartisan
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 of 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 majority 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
nonpartisan
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
8
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
nonpartisan
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 majority
vote
of all registered Delegates, except that a maximum
of three candidates for President and
three
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. 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
9
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.
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6.4.4. Assistant Secretary. The Assistant Secretary (if any) shall, in the
absence of the Secretary or in the event of his or her 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 money 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 the Treasurer’s 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.
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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. The Board
retains sole authority whether to raise and expend funds or
conduct campaigns for nominees, when
such activities are
required by law.
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.
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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 at
www.americanselect.org for timely notice of the names of candidates, officers and such other
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.
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. 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.
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
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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 a majority 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.
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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, the Board
shall appoint qualified
persons from among the Delegates in each state to serve as Electors. Such
persons shall not be required 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. 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.
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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 Majority 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
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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.
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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 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,
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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 501(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.
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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 thereof 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
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