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

 

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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

 

 

 

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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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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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