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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.”