Bylaws

Last Amended, August 25, 2012

Table of Contents

Preamble

1. Name and Objective
2. Corporate Structure
3. Organization

    • 3.1 Membership

 

    • 3.2 Board of Directors

      • 3.2.1 Duties
      • 3.2.2 Number and Qualifications
      • 3.2.3 Election and Term
      • 3.2.4 Meeting
      • 3.2.5 Vacancies
      • 3.2.6 Board Communication Protocol and Behavior Guidelines
  • 3.3 Officers
      • 3.3.1 Elected Officers
        • 3.3.1.1 President
        • 3.3.1.2 Treasurer
        • 3.3.1.3 Secretary
      • 3.3.2 Appointed Officers
        • 3.3.2.1 Vice President for Administration and Membership
        • 3.3.2.2 Vice President for Chapter Development
        • 3.3.2.3 Vice President for Communication Technology

3.4 Standing committees

      • 3.4.1 Executive Committee
      • 3.4.2 Nomination Committee
      • 3.4.3 Finance Committee
      • 3.4.4 Fundraising Committee
      • 3.4.5 Election Monitoring Committee
      • 3.4.6 Awards Committee

3.5 Guiding Principle In Taking Actions
3.6 Prohibition

4. Super Majority Votes Required
5. Executive Director
6. Friends and Chapters

    • 6.1 Friends of 80-20

 

    • 6.2 Chapters

      • 6.2.1 Requirements to be a Chapter
      • 6.2.2 Chapter Charter Approval
      • 6.2.3 Loss of Chapter Recognition
      • 6.2.4 Chapter Names
      • 6.2.5 Chapter Privileges

6.3 Regional Committees

    • 6.3.1 Regional Committee Privileges
    • 6.3.2 Regional Committee Functions

7. Protocol Regarding Presidential Elections of Our Nation

    • 7.1 Protocol Regarding Primary Elections

 

    • 7.2 Protocol Regarding General Elections

 

    • 7.3 Endorsement Convention (EC)

      • 7.3.1 Election of Delegates
      • 7.3.2 Assuring the Integrity Of the Endorsement Process

7.4 Commitment of Resources

8. Robert’s Rules of Order
9. Automatic Resignation
10. Amendment
11. Impeachment and Removal of directors and officers

12. Indemnification
13. Dissolution

Footnotes


Preamble

Recent events in national politics have made it painfully
clear that we, Asian Pacific Americans (APAs) often become political footballs
kicked with impunity by diverse political interests. The situation
plainly calls for the presence of a strong visible political organization
to advocate our interests and voice our concerns with the power to punish
and reward politicians. The 80-20 PAC is a call to APAs to exert their
political muscle. It is time to turn it into a permanent political
organization.

The following bylaws aim to make the 80-20
PAC an organization that is ruled by law, democratic and transparent.


1. Name and Objective: The name of this organization is “80-20
Political Action Committee, Incorporated” (80-20 PAC). Its
objective is to win equal justice and opportunity for all Asian Pacific
Americans through a SWING bloc-vote, ideally directing 80% of our community’s
votes and money to the presidential candidates endorsed by the 80-20 PAC.
Hence, the name “80-20” was created.

2. Corporate Structure: 80-20 PAC has been incorporated in the
state of Delaware. It shall be operated as a federal Non-connected,
multi-candidate Political Committee as defined by the publication “Campaign
Guide for Non-connected Committees” of the Federal Election Commission,
hereafter denoted FEC. The voter education /assistance program may be
run as a tax-exempt organization under Internal Revenue Code 501(c)(3)
with separately segregated fund.

3.  Organization

3.1 Membership: Members must pay national dues and are U.S. citizens
or permanent residents. Only members are eligible for 80-20’s elective
offices. Members are also eligible to vote on issues and candidates
for elective offices by e-mail or fax.

There are about 12 million Asian Pacific Americans
today, which serve as our membership base. The top six APA groups
are: Chinese (24%), Filipinos (18%), Asian Indians (16%), Koreans (11%),
Vietnamese (11%), and Japanese (8%), according to the 2000 census.

3.2    Board of Directors: The board of directors
is the highest governing body but must yield to decisions made in Membership
meeting.

3.2.1  Duties: All members of the Board of Directors
shall promote 80-20, recruit new members and raise funds for the organization.
All members shall devote at least one hour per week to the work of the
organization. It sets policies and membership dues; approves the annual
budget of the Organization; acts on recommendation of the Executive Committee
regarding the hiring and firing of the Executive Director; and may review
actions of the Executive Committees and officers. The Board shall determine
the frequency and locations of membership meetings.

3.2.2  Number and Qualifications: All Board of Directors
must be members of the Organization in good standing by February of each
year. The board is composed of elected directors, officers, Standing Committee
Chairs, and the immediate past President. The total number of directors
shall be between 15-25, and it is determined by the Board. Chapter presidents
and regional committee chairs are non-voting, ex-officio members of the
Board.

3.2.3  Election and Term: Directors shall be elected
by the Membership. Each elected director shall serve a 2-year term.
Directors can serve up to four (4) consecutive terms, so long as he or she has substantially contributed while serving as a board member, and the re-elections of board members are contested. Elections for new directors shall take place in the second Saturday of
November from a slate of candidates prepared by the Nomination Committee.
The elected directors shall take office on January 1. The Secretary of
the Organization shall certify votes. In an election of Board members,
the candidates receiving the most votes shall have been elected to the
vacancies voted on. The candidate for a single elective office receiving
the most votes shall have been elected to the office.

3.2.4  Meeting: The Board shall meet physically
at least once a year. The locations shall be determined by the Executive
Committee. A quorum shall be required to conduct any business at a meeting.
If an issue is discussed and voted electronically or by mail, the total
number of votes in such a balloting process must exceed a quorum.

3.2.5  Vacancies: Vacancies may be filled by the affirmative
vote of a majority of the directors in office, in consultation with the
Nomination Committee. The newly elected director shall complete the term
of the vacant position. The new director shall be eligible to serve two
more consecutive terms if the initial term is less than one year. If the
initial term is more than one year, the new director shall be eligible
to serve only one additional consecutive term.

3.2.6 Board Communication Protocol and Behavior Guidelines: Members of the Board shall behave professionally at all times, so as to effectively promote and advance the goals and images of the organization, both within and without. This includes but is not limited to the following cases:

a. The Board shall keep the internal communications of the organization strictly among the Board members, unless it is explicitly approved otherwise by the Board. These include Board and Executive Committee e-mail messaging of important and sensitive organizational topics and issues.

b. Members of the Board shall be cognizant of their roles and thoughtfully carry out their responsibilities in a manner that is consistent with advancing the goals, interests, and public image of 80-20.

3.3 Officers: Elections for new officers shall take place every two years,
in the second Saturday of November from a slate of candidates prepared
by the Nomination Committee. The elected officers shall take office on
January 1 of the following year, and service as officers shall not count
towards the term limit as a director.

The elected officers shall not be paid annual salaries.
The Finance Committee may recommend, and the Board may approve the payment
of consultation fees and other compensations to elected officers on an
individual basis. The officers shall be:

There are two categories of officers:

3.3.1 Elected Officers: Elections for three officers: President, Secretary and Treasurer, shall take place every two years, in the second Saturday of November from a slate of candidates prepared by the Nomination Committee. The elected officers shall take office on January 1 of the following year, and service as officers shall not count towards the term limit as a director.  The elected officers shall not be paid annual salaries. The Finance Committee may recommend, and the Board may approve the payment of consultation fees and other compensations to elected officers on an individual basis. The officers shall be:)

3.3.1.1 President:

The president shall

  1. represent the Organization externally;
  2. preside over all meetings of the Board, the Executive Committee, and
    of the Membership;
  3. make public statements on behalf of the Board;
  4. approve in advance all public statements from the Organization including
    all press releases;
  5. supervise the affairs of the organization in accordance with the policies
    and programs of the Board;
  6. raise fund for the Organization; presents an annual budget for approval
    by the Board;
  7. present an annual report to the Board;
  8. make an annual written evaluation on the performance of the Executive
    Director;
  9. conduct deliberations with and among board members by email or teleconference
    as long as a record is kept and sent to the Secretary;
  10. appoint ad hoc committee to expire in one year unless otherwise specified;
  11. invite newly elected directors who have not taken office to participate,
    but not vote, in Board deliberations.

The president may serve no more than 2 complete consecutive
2 yr terms. The President may be appointed by the Board to serve as the
Acting Executive Director for a specified period of time during the person’s
Presidency when the position of Executive Director becomes vacant.
The President shall not serve as the Executive Director.

3.3.1.2 Treasurer:

The Treasurer may serve two consecutive full terms of two years each,
and shall

  1. be responsible for fulfilling the duties of the Treasurer of Non-connected
    Political Action Committee as set forth in the Federal Election Campaign
    Act and the FEC regulations, including filing the Organization’s registration
    form, depositing receipts, authorizing expenditures, monitoring contributions,
    keeping records, signing all reports and statements to the FEC, and
    filing them on time with the FEC (See also Footnote);
  2. be responsible for fulfilling the duties of the Treasurer of a entity
    incorporated in Delaware;
  3. oversee the financial operations of the Organization jointly with
    the Executive Director;
  4. chair the Committee on Finance;
  5. work with the President and Vice President on Regular Membership affairs,
    including collecting dues.

When a vacancy of Treasurer or Acting Treasurer occurs, a new Acting
Treasurer shall be appointed by the Board of Directors. This Acting Treasurer
shall serve the remaining term of the vacated Treasurer or Acting Treasurer.
The appointment of this Acting Treasurer shall terminate upon the completion
of this said remaining term and a new Treasurer is elected by the Membership.

3.3.1.3 Secretary:

The Secretary may serve two consecutive full terms
of two years each and shall

  1. conduct biennial elections for new officers and directors;
  2. conduct voting of the Board and of the Executive Committee;
  3. keep records of elections, meetings of the Board, the Executive Committee
    and the Membership, and decisions of the Board and the Executive Committee;
  4. serve as the Custodian of Records in compliance with FEC Law and regulations;
  5. publish a list of members eligible to vote in the first week of October
    annually;
  6. be the official historian and keep records of unusually meritorious
    service rendered by officers, directors, donors and other members of
    the Organization;
  7. publish, in a presidential election year, a list of members eligible
    to be candidates for delegates to the Endorsement Convention, and a
    list of members eligible to vote in the election of delegates three
    weeks prior to the date of election of Delegates.
  8. make sure that chapters hold their elections on time and update chapter
    officers, board members and membership with the National.

When a vacancy of Secretary or Acting Secretary occurs, a new Acting
Secretary shall be appointed by the Board of Directors. This Acting Secretary shall serve the remaining term of the vacated Secretary or Acting
Secretary. The appointment of this Acting Secretary shall terminate
upon the completion of this said remaining term and a new Secretary is
elected by the Membership.

3.3.2 Board Appointed Officers:

The Board may appoint up to three (3) Vice Presidents as follows:
All Vice Presidents are members of the Executive Committee, and appointed by the Board for a term of two (2) years. The term may be extended to a second term of two (2) years by the Board.
The Finance Committee may recommend, and the Board may approve the payment of consultation fees and other compensations to Vice Presidents on an individual basis.

3.3.2.1 Vice President for Administration and Membership

This Vice president shall

a. be responsible for maintaining and increasing the number of regular
and life members each year;
b. make a report to the president, or his/her designee, every other
month beginning each February regarding the number of dues-
paying members and the comparable numbers in the previous two years;
c. appoint any ad doc committee(s), as necessary, upon the approval of
the President.  The life of each ad hoc committee is 6 months,
unless extended by the President;
d.  be required to automatically submit a resignation if the total number
of members falls more than 10% below that of the year before on
12/31.  The President may accept, or turn down, such a resignation.
e.  assist the President in activities as requested by the President;
f.  assist the President in representing the Organization externally;
g.  act for the President when the latter is unable to perform his/her
duties; or succeed the Presidency when the Presidency becomes
vacant, the term of that service not counted as a term as the
President.
h.  shall assume the duties of the Chair of the Election Monitoring Committee,
as defined in article 3.3.5, when that position falls vacant, and before
it is filled by the Board.
3.3.2.2 Vice President for Chapter Development:

This Vice president shall

a.  maintain the existing chapters and develop new chapters;
b.  make a report to the president, or his/her designee, every other
month beginning each February regarding the number of members in
each existing chapter.  A chapter member must pay both national
and chapter dues which this VP is to verify;
c. apply for travel funds, as necessary, for purposes of new chapter
development. Such an application is normally expected to be
approved by the President;
d. appoint any ad doc committee(s), as necessary, upon the approval of
the President. The life of each ad hoc committee is 6 months,
unless extended by the President;
e.  be required to automatically submit a resignation if the total number
of chapter members falls more than 10% below that of the year before
on 12/31.  The President may accept, or turn down, such a resignation.

3.3.2.3 Vice President for Communication Technology:

This Vice president shall

a. maintain and increase the number of 80-20’s active e-mail addresses
of Asian Americans; and improve 80-20’s current communication
technology in its data base, IT system, its website, its Facebook,
methods of sending out e-newsletters, and other electronic means of
communication;
b.  make a report to the president, or his/her designee, every other
month beginning each February regarding the size of its active e-mail
addresses, the average number of its e-newsletters which are opened
by 80-20 members and supporters, and the number of times the website and
Facebook have been updated;
c. make requisition with the Board for funds, if necessary, to update 80-20’s
communication technology in any specific area; acquire and implement
the new technology, if funding is approved by the Board.
d.  appoint any ad doc committee(s), as necessary, upon the approval of
the President.  The life of each ad hoc committee is 6 months,
unless extended by the President;
e.  required to automatically submit a resignation if the total number
of active e-mail addresses falls below that of the year before on 12/31.
The President may accept, or turn down, such a resignation.)

3.4 Standing committees:

The President, Vice President and Secretary shall
not serve in any Standing committees other than the Executive Committee.
The Treasurer shall not serve in any Standing committee except the Executive
Committee and Finance Committee.

After the annual election of directors, the Nomination
Committee shall propose to the new Board two or more candidates for each
vacant committee chair. Seconded nomination from the floor of the Board
is permitted. The candidate receiving the most votes from the Board shall
have been elected, and shall serve until the next cycle of succession.
No director shall chair more than one committee. The chair of each committee
may conduct deliberations with and among committee members by email or
teleconference as long as a record is kept and sent to the Secretary.

A quorum of a standing committee, except the
Executive Committee, is four-fifth of the committee. A quorum of the Executive
Committee is two-third. If a vote in a legally constituted meeting falls
short of the required number, the Secretary of the Board or the chair
of a committee shall canvass votes by email, fax or U.S. mail from the
absent members.

3.4.1 Executive Committee

The President, Vice President, Secretary, Treasurer,
the immediate past President, and the chairs of the standing committees
of the Board shall constitute the Executive Committee of the Board. The
Executive Director shall be an ex officio member of the Executive Committee
with no voting rights.

The Executive Committee is in charge of operation
of the organization, and shall

  1. act on behalf of the Board, provided that the action is consistent
    with existing Board policies;
  2. develop and propose new policies for adoption by the Board;
  3. appoint directors to fill the vacancies of all standing committees
    except the Nomination Committee, propose the appointment and termination
    of the Executive Director, or the appointment of an Acting Executive
    Director for a specified period of time;
  4. report all of the actions and decisions to the Board;
  5. meet physically at least semiannually. The locations shall be determined
    by the Executive Committee.
  6. the Executive Committee may choose to substitute one of the physical
    meetings with a teleconference or equivalent.

3.4.2 Nomination Committee: The Nomination Committee
shall consist of a chair elected by the Membership in the second week
of November every other year and four members.  The candidates may be self-nominated or nominated by the Chair, and must be approved by the Board of Directors in the second week of December after the election of the
new directors. All vacancies shall be filled by appointment by the Board.
No member shall serve more than two consecutive complete terms of service,
counting elective and appointed services together. A Member of the NC
may not nominate him/herself, and must be absent during the deliberation
and balloting of his/her candidacy if nominated by other persons.

When a vacancy of Nomination Committee Chair or Acting Nomination Committee
Chair occurs, a new Acting Nomination Committee Chair shall be appointed
by the Board of Directors. This Acting Nomination Committee Chair shall
serve the remaining term of the vacated Nomination Committee Chair or
Acting Nomination Committee Chair. The appointment of this Acting Nomination
Committee Chair shall terminate upon the completion of this said remaining
term and a new Nomination Committee Chair is elected by the Membership.

The Nomination Committee shall nominate

  1. in the first week of October every two years a slate of two or more
    candidates for each of the elective offices of the President, the Vice
    President, Secretary, Treasurer and Chair of the Nomination Committee
    for voting by the Membership;
  2. in the first week of October each year a slate of candidates for the
    election of Directors of the Board by the Membership, the number of
    director candidates being at least two more than the number of vacancies;
  3. in the first week of January after the elected new directors have
    taken office a slate of two or more candidates for each vacant position
    of the chair of a Standing committee for voting by the Board.;
  4. a slate of two or more candidates for each vacant position that the
    Board may have decided to fill by a special midterm election by the
    Membership in accordance with a time table established by the Board.
  5. a slate of a largest possible number of candidates for each of the
    Republican, Democrat, and Independent groups and still have a contested
    election of candidates to the Endorsement Convention in the first week
    of July of a presidential election year.

Each nomination process shall be preceded by a formal
call for nominations to the electorate, with results reported to the electorate.
Any person nominated by petition by at least 100 members, shall be included
in the official slate of nominations for an election by the Membership.
The official ballot shall have spaces for write-in votes. Statements from
all nominated candidates shall accompany the official ballot. The official
ballot may be sent out by email.

Any dues-paying member may be a candidate for a position
of an officer and a director simultaneously, except for a director whose
term limit is up.  Such a director may run for an office only.

3.4.3 Finance Committee: The Treasurer shall be the
Chair of the Finance Committee. The Finance Committee shall consist of
the Treasurer and one member appointed by the Executive Committee in January
after the election of new officers.

The Finance Committee shall

  1. have an audit by a reputable firm within three (3) months after the
    Executive Committee or the Board of Directors requests it;
  2. assist the President in preparing an annual budget;
  3. make an annual report to the Board on the state of finance;
  4. advise the Board on the compensations for the Executive Director;
  5. advise the Board on consultation fees for directors and external consultants;
  6. form a Subcommittee on Compensations to advise the Board on matters
    where the Treasurer has an official or personal conflict of interest,
    including recommendations on consultation fees and other compensations
    for elected officers.
  7. may recommend to the Board the payment of consultation fees and other
    compensations to elected officers on an individual basis, provided the
    deliberation and decision occur in a meeting without the presence of
    the Treasurer.

3.4.4 Fundraising Committee: The Fundraising Committee
shall assist the President in fundraising. The Fundraising Committee shall
consist of a chair elected by the Board of Directors and the members appointed
by the Executive Committee in January after the election of new officers.
The number of committee members shall be determined by the Executive Committee.

3.4.5 Election Monitoring Committee

The Election Monitoring Committee shall consist of a chair
elected by the Board of Directors in the second week of January every
other year, and two members appointed by the Chair and approved by the Board of directors, plus two Board member observers, who may be self-nominated or appointed by the Chair and approved by the Board, no later
than the second week of February of the same year. Committee members shall
include a technical expert, a staff member, and an officer. All vacancies
shall be filled by appointment by the Board of Directors. No member shall
serve more than two consecutive complete terms of service, counting elected
and appointed services together.

When a vacancy of the Election Monitoring Committee Chair
or Acting Election Monitoring Committee Chair occurs, a new Acting Election
Monitoring Committee Chair shall be appointed by the Board of Directors.
This Acting Election Monitoring Committee Chair shall serve the remaining
term of the vacated Election Monitoring Committee Chair or Acting Election
Monitoring Committee Chair. The appointment of this new Acting Election
Monitoring Committee Chair shall be terminated upon the completion of
this said remaining term and a new Election Monitoring Committee Chair
is elected by the Board of Directors.

The Election Monitoring Committee shall

  1. monitor and ensure all 80-20 elections, including the Executive Committee,
    Board of Directors and Endorsement Convention Delegates, be carried
    out on time and according to these bylaws.
  2. establish election rules and guidelines for Executive Committee approval.
  3. review and approve candidate statements, mass mailings, campaign material
    and rebuttal statements to ensure accuracy and integrity. No unproven
    allegations or insinuations shall be allowed.
  4. certify the results of all elections with the Secretary.
  5. serve as the arbitrator of any dispute concerning these elections
    and campaigns.

3.4.6 Awards Committee

The Awards Committee shall consist of a chair and two members elected by the Board in the second week of December, after the election of the new directors, every other year. Ex Officio members will include the Presidents of 80-20 AAAPac and the 80-20 EF. Candidates for the Awards Committee, including the chair, will be nominated by the Nomination committee, and must be approved by the Board of Directors. The term of office will be two years. No member shall serve more than two consecutive complete terms of service. All vacancies during the term of office shall be filled by appointment by the Board of Directors to serve the remaining term of the vacated member.

In January every year, the Awards Committee shall canvas the Board and may nominate one or more deserving candidate(s) for the “80-20 Award”* to be given out. The slate of nominated candidate(s) together with a short description of each shall be presented prior to March 1 of the year for the Board’s vote to select the most deserving Award recipient. Also, the Board will decide whether or not the ceremony will be held at the Annual meeting of the Board, or at any other appropriate occasion, on the type of award memento to be given and the words of appreciation to be inscribed or printed on the memento. The Awards Committee will make arrangements to formally invite the awardee to the event to accept the award, to prepare the memento, and to do any thing else that may be necessary for the awarding of this award.

*Titles of awards to be decided by the Awards Committee appropriate for the awardee(s).

Suggestions for titles are:
80-20 Asian American Service Award
80-20 Asian American Advocacy Award
80-20 Asian American Leadership Award
80-20 Asian American Community Service Award
Hero of Citizen Rights from the 80-20 NAAPAC
Friend of Asian Americans Award from the 80-20 NAAPAC

3.5 Guiding Principle In Taking Actions

Whenever feasible, 80-20 shall try to create a win-win situation in its dealings with other individuals and organizations.  In dealing with organizations working for the same goals, 80-20 shall be patient and tolerant.  In dealing with others that are damaging or have damaged our effort to achieve equal opportunity and justice, if the entity repeatedly refuses to agree to a win-win solution, 80-20, being a political action committee, shall apply strong and strategic pressure to counter the other side’s principal interests.  If and when a satisfactory solution is reached, 80-20 shall retrospectively make the other side a winner, or appear to be a winner.

3.6 Prohibition

Until Dec. 31, 2026 or a membership exceeding 10,000, whichever comes first, 80-20 shall not take any position in US foreign policies and/or foreign matters, except when it may impact upon its goal to achieve equal opportunity and justice for Asian Americans.  The decision to invoke the exception must be approved by 3/4 (75%) of the entire Board.  However, related decisions and actions subsequent to the approval of the exemption shall be governed by the Robert’s Rules of Order only.

4. Super Majority Votes Required: Two-thirds vote of the
entire Board is required for proposals for bylaw changes, approval of
the annual budget presented by the President, decisions to borrow money,
overriding of statements by the President or the Executive Director, proposals
for impeachment of elected officers and directors, removals of appointed
officers, and changing the number of directors.

5. Executive Director:

The Executive Director shall

  1. report to the President;
  2. be the chief operating officer of the Organization and execute the policies
    of the Board;
  3. oversee the financial operations of the Organization jointly with
    the Treasurer;
  4. assist in the bi-annual external audit of the organization.
  5. may employ other paid personnel as circumstances demand, upon the
    approval of the President;
  6. be given a discretionary fund up to 5% of the annual budget or $10,000 whichever is the larger, but subject to modifications of the employment contract which may provide a gradual increase.


6. Friends, Chapters and Regional Committees

6.1 Friends of 80-20: Friends of 80-20 (hereafter as Friends) are
organizations that are completely independent of 80-20 financially and
decision-wise. They supply 80-20 with the e-mail addresses of their
members and/or respond to the calls of 80-20 for actions on a voluntary
basis only. They share 80-20’s goal to empower Asian Pacific American
community politically. However, they do not lend their organizational
names to 80-20 when 80-20 endorses a political candidate.

The officers of Friends are often approached for advice
and counsel regarding pending 80-20 decisions.

6.2 CHAPTERS

A chapter is a local unit organized to assist national 80-20 PAC in winning
equal justice and opportunity for all Asian Pacific Americans. A chapter
shall be composed of no fewer than 25 members of the national 80-20 PAC
residing in a given state or metropolitan area and be officially recognized
by the national organization.

6.2.1 REQUIREMENTS TO BE A CHAPTER

A chapter shall be officially recognized by the national organization
upon meeting the following requirements:

  1. support all actions adopted by the National Executive Committee and
    Board of Directors.
  2. adopt bylaws that are not in conflict with the national 80-20 bylaws.
    Chapter bylaws shall be current, updated and posted on the chapter’s
    web page.
  3. elect its officers at least once every two years between November 1 and December 31 and submit the names and addresses of the officers to National by January 15 of the following year. All names of officers, board members and members shall be current, updated and posted on chapter’s webpage.
  4. register as an independent Political Action Committee, if the chapter intends to endorse political candidates other than federal candidates, and is required by state laws to do so.
  5. be responsible for its own finances. Collect and manage chapter dues
    in accordance to chapter bylaws. All chapter members must pay both national
    and local dues.
  6. submit names and email addresses of a chapter’s members annually
    to the National by June 15.

6.2.2 CHAPTER CHARTER APPROVAL

The National Board of Directors shall review and approve the prospective
chapter’s proposed bylaws and membership list before granting chapter
recognition.

6.2.3 LOSS OF CHAPTER RECOGNITION

A chapter shall be deemed to have forfeited its right to continue as
a chapter for any of the following reasons:

  1. has had fewer than 25 members by June 30th
  2. has violated the purpose of the National or the provisions of its
    Bylaws
  3. has not supported National Board or Executive Committee actions

6.2.4 CHAPTER NAMES

80-20 is a national registered trademark. Upon granting of official recognition
by the National Board, a chapter can be called 80-20 XXX, where XXX shall
be the identification of the city, county, region or state where the chapter
is located.

When a chapter publicizes its endorsement of local candidates, it must
clearly state that it is the decision of the chapter only.

6.2.5 CHAPTER PRIVILEGES

  1. A chapter may use 80-20’s name to attract and recruit members.
  2. A chapter may endorse political candidates from state, county, or
    city with the exception of presidential candidates, provided all other
    chapters and regional committees in the same election district concur.
  3. In the first two years after forming a chapter, the national dues
    of local chapter members are rebated to the chapter.
  4. A chapter may apply for financial assistance from the National in
    the amount not to exceed the maximum permitted by the Federal Election
    Commission.
  5. Chapter presidents are non-voting, ex-officio members of the National
    Board. The president of a chapter with more than 100 members shall become
    a National Board member.
  6. A chapter’s web page shall be hosted by the National.

6.3   Regional Committees: Each of the Regional Committees
(RC) shall comprise of at least 25 paid National members, provided it
receives approval of the President of 80-20. RC shall be certified every
three year from the date of their first approval.

The chair of an RC is elected
by their members each year and is a non-voting member of the Board. The
chair of an RC with 100 members or more in good standing shall become
a voting member of the Board.

An RC that does not have
at least 25 members in good standing by June 30th of each year
shall automatically be dissolved on that date.

 6.3.1   Regional Committee Privileges:
A regional committee shall not require to have separate bylaws or local
dues. The National shall supply an RC with operating funds provided a
budget is approved in advance. An RC shall have a web site provided by
the National, containing an activity list, a membership list and other
information as the RC may desire.

6.3.2   Regional Committee Functions:
A regional committee is to assist the National in projects where the presence
of local volunteers is critical. Projects such as but not limited
to:

  1. 80-20’s Flag Display project on July 4th.
  2. Ticket selling for 80-20 fundraisers
  3. Advertising in local newspapers, radio and television stations


7. Protocol Regarding Presidential Elections of Our Nation:
80-20 believes that the most effective way to empower the APA community
politically is through a swing bloc vote in the presidential elections.
This protocol aims to ensure, to the extent possible, that 80-20 remains
non-partisan in its endorsement process.

7.1 Protocol Regarding Primary Elections: Two months prior to the presidential
primary held in New Hampshire, the President of the Board of Directors
shall write each of the presidential candidates of major political parties
and seek his/her commitment to support 80-20’s major goals and programs.
80-20 shall announce the primary candidates’ responses as they become
available. 80-20 shall urge its supporters to WITHHOLD financial and other
forms of support to any presidential PRIMARY candidate who fails to pledge
his/her commitment in writing and in accordance with 80-20’s pledge requirements.
Our supporters shall vote only for primary candidates who have already
met 80-20’s pledge requirements. While adhering to the above guidelines,
the Executive Committee shall have the option to endorse specific candidate
(s) in specific primary elections in various state(s) provided such decision
is first approved by at least two-thirds of the Board.

7.2 Protocol Regarding General Elections: In the general election,
80-20 shall endorse the presidential candidate of the political party
having done the most DEEDS to help APAs achieve equal justice and opportunity
in the four years preceding the presidential election. The strength
of a candidate’s letter to 80-20 may also be taken into account.
An endorsement convention, whose Delegates are elected by the membership
and are composed of equal portions of Democrats, Independents and Republicans,
shall determine which candidate is the more deserving.

7.3 Endorsement Convention (EC): An Endorsement Convention shall
be held after the presidential nominees of the major political parties
are known. The date, duration, and location of the Convention are
left to the Executive Committee. Delegates are elected. Representative(s)
from the presidential candidates and the DNC and RNC must be invited to
present their respective cases. A question and answer period must
be provided. Delegates’ deliberation regarding endorsement shall
be open to Members but may be closed to all others. A secret ballot
shall be held. Majority wins. The endorsement shall be widely
publicized. The exact votes shall not be announced, unless the ratio
of the winning vote is equal to or better than 4:l.

7.3.1 Election of Delegates: A candidate running for a delegate position
must meet the following qualifications. A candidate:

  1. has signed a form declaring his/her willingness to support the presidential
    candidate endorsed by the Convention regardless of his personal party
    affiliation and preference;
  2. has declared possible conflict of interest such as holding an official position
    in a political party, and having financial dealings with a political
    party or a presidential candidate;
  3. has paid membership dues by the date set by the Executive Committee,
    and
  4. has declared the willingness to attend the Convention at his/her own
    expense so long as it is somewhere in the continental United States.

The number of Delegates shall be more than one percent
of the number of the Membership. The Nomination Committee shall prepare
a slate of candidates following rules stated in Article 3.4.2. The time
of the election of Delegate to the EC shall be determined by the Exec.
Comm. after the presidential nominees of both major parties are reasonably
clear. The candidates with the higher voters in each of the Democrat/Independent/Republican
groups will be delegates. The candidates with the next higher votes will
be alternates. When a vacancy occurs in any of the three groups, the alternate
with the highest votes in the respective group shall become a delegate.

7.3.2 Assuring the Integrity Of the Endorsement Process: Officers,
directors, delegates, alternates and staff are required NOT to provide
any help to any presidential candidate(s) during the primary and general
elections, except for acting in accordance with the rules stated herein.
Any person in the above-specified groups known to have violated these
rules will be called to the attention of the Executive Committee, while
asking for a rebuttal from the accused individual. If the Executive
Committee, upon a 2/3 vote, agrees that a violation has occurred, the
individual is considered to have voluntarily resigned from his/her position
as an officer and/or director and/or delegate and/or alternate, and/or
staff, notwithstanding statements to the contrary elsewhere in the bylaws.

7.4 Commitment of Resources: An endorsement must be backed by the full
commitment of 80-20’s human and financial resources and its supporters.
80-20’s efforts, as an organization, include but not limited to buying
radio, TV and newspaper advertisements, holding fundraisers, and applying
its immense ability to communicate via its e-mail lists to build up support
for the endorsed candidate. Individual supporter’s help to the endorsed
candidate is limited only by his/her imagination.

8. Robert’s Rules of Order: Except as herein provided, all proceedings
of the Organization including chapters shall be governed by the current
edition of Robert’s Rules of Order Revised.

9. Automatic Resignation: Officers and Directors who have missed
three consecutive board and/or committee meetings, without a valid excuse,
are considered to have submitted an automatic letter of resignation. The
resignation becomes effective 7 days after the last missed meeting. A
meeting could be physical, or electronic, where at least one matter is
put to a vote.

10. Amendment: Amendments to these Bylaws shall be proposed by
any member of the 80-20 Board of Directors or through a petition signed
by at least three percent of the members listed in the most recent directory
of membership. All amendments shall be discussed at a physical or teleconference
meeting of the 80-20 Board, at which a quorum is present. Following the
approval by two-thirds of those present, the amendments shall be presented
to the membership at least 30 days prior to the deadline for the return
of ballots. An amendment shall be deemed approved, provided a majority
of the members voting approve the amendment.

11. Impeachment and Removal of directors and officers: By a vote
of two-thirds of the Board, the Board may propose to the Membership to
impeach an elected director or elected officer. The impeachment shall
be communicated to the Membership by the Secretary in the form of articles
of impeachment and the impeached official’s statement of defense. By a
two-thirds vote of the votes cast by the Membership in favor of removal,
the impeached official shall have been removed from office. Any official
appointed by the Board may be removed by a vote of two-thirds of the Board.


12. Indemnification: If a Director, officer, employees or agent
of the organization, or any testate or in testate successor thereof, is
made, or threatened to be made, a party to any civil or criminal action
of proceeding in any matter arising from his or her status in the organization
or from the performance of his or her duties for or on behalf of the organization,
then, to the fullest extent now or hereafter permitted by law, upon affirmative
vote of the Board of Directors, a quorum of directors being present at
the time of the vote who are not parties to the action or proceeding,
the organization shall:

  1. advance to such directors, officer, employee, agent or successor thereof
    all sums found by the Board, so voting, to be necessary and appropriate
    to enable the Director, officer, employee, agent or successor thereof
    to conduct his or her defense, or appeal, in the action or proceeding;
    and
  2. indemnify such Director, officer, employee, agent or successor thereof for
    all sums paid by him or her in the way of judgments, fines, amounts
    paid in settlement, and reasonable expenses, including attorneys’ fees
    actually and necessarily incurred, in connection with the action or
    proceeding, or appeal thereon, subject to the proper application of
    credit for any sums advanced to the Director, officer, employee, agent
    or successor thereof pursuant to cause (a) of this Article.


13. Dissolution: Upon dissolution of the Organization, the
Board of Directors shall make provisions to pay off all liabilities of
the Organization and to dispose any remaining assets to organizations
chosen by majority votes of the Board in accordance with all applicable
laws.


Footnotes: While the Treasurer is responsible for compliance
with FEC regulations, the person does not have to actually perform these
functions, which could be left to staff, volunteers or professional consultants.
Nevertheless, the Treasurer remains responsible for the Organization’s
compliance with the FEC campaign finance law. In an enforcement action
brought against a political action committee, the FEC names as respondents
both the committee itself and the committee treasurer, in his or her official
capacity, even for alleged violations that occurred during the term of
a past treasurer. There are advisory opinions on whether the treasurer
takes personal responsibility for the committee’s debt. In Advisory Opinion
1975-102, the FEC stated that “In general, debt claims and liabilities
are subject to relevant State law, and the Committee’s `responsibility’
for satisfying the obligations would have to be determined with reference
to those laws.”

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