Constitution & Bylaws of the Capital District Democratic Socialists of America

[Adopted March 26, 2017, Amended March 24, 2019]

ARTICLE I. Name, Territory.

Section 1 – Name. The name of the Local Chapter shall be the Capital District Local Chapter of the Democratic Socialists of America (DSA), a not-for-profit corporation, hereinafter referred to as “the Chapter,” “CDDSA, “Capital District DSA”, or “Capital District DSA, Inc.”.

Section 2 – Territory. The Chapter shall conduct activities in the greater Albany area, defined as Albany, Rensselaer, Schenectady, Fulton, Montgomery, Saratoga, Warren, Washington, Greene, and Columbia Counties, by the charter granted by the national Democratic Socialists of America to the Capital District DSA.

Section 3 – Certificate of Incorporation. In its identity as a non-profit corporation (operating under the Democratic Socialists of America’s 501(c)4 tax exempt status), Capital District DSA, Inc. is subject to New York State law as well as these bylaws, and has a Certificate of Incorporation available for inspection upon the request of any member in good standing. Any amendments to this Certificate shall be included in these bylaws.

ARTICLE II. Purpose & Mission.

The purpose of Capital District DSA shall be to organize the activities of the members of the Democratic Socialists of America within the Albany region. These activities shall include, but not be limited to: social events, political education, and advocacy and action for socialist causes.

We are socialists because we reject an economic order based on private profit, alienated labor, gross inequalities of wealth and power, discrimination such as that based on race and sex, and brutality and violence in defense of the status quo. We are socialists because we share a vision of a humane social order based on popular control of resources and production, economic planning, equitable distribution, feminism, racial equality and non-oppressive relationships.

We are socialists because we are developing a concrete strategy for achieving that vision, for building a majority movement that will make democratic socialism a reality in America. We believe that such a strategy must acknowledge the class structure of American society and that this class structure means that there is a basic conflict of interest between those sectors with enormous economic power and the vast majority of the population.

ARTICLE III. Membership.

Section 1 – Definition. Members of the Capital District DSA will be those individuals whose dues to national DSA are paid in full, are in good-standing and, who reside in the defined territory. Proof of residence within the chapter can be requested by the executive committee as part of the process outlined in Article III, Section 4. Proof of residence in the territory may consist of any of the following: a bill, a government-issued document, or the written testimony of two references who can attest to the member living openly and notoriously within the territories defined in Article I Section 2. Reasons for requesting proof of residence include, but are not limited to, students and other individuals whose legal address differs from their place of residence, individuals with no legal address and those who move into or out of The Chapter’s territory but have not yet updated their address with the National DSA office.

Section 2 – Rights and Privileges. All members in good standing of the Capital District DSA shall have a vote on the election of Capital District DSA delegates to national DSA bodies, Capital District DSA officers and questions, and may stand for Capital District DSA office. It will be the responsibility of members to approve policies and guidelines for the operation of the Capital District DSA, to elect delegates to the national convention, to vote on matters related to national policy, and to make recommendations on issues and other matters to the National Political Committee of DSA.

Section 3 – Dues. The Capital District DSA may establish Chapter dues by a two-thirds vote of the membership, as per the national DSA constitution. Such dues are voluntary, for financial support only and, confer no rights or privileges.

Section 4 – Removal of Members. If a member is found to be in substantial disagreement with the principles or policies of national DSA, or if they are found to be consistently engaging in undemocratic, disruptive behavior, or if they are found to be under the discipline of any self-defined democratic centralist organization, the Capital District DSA may vote to expel the member from DSA. In order for such a finding to be made, another DSA member must formally submit written charges against the member in question to the Chapter Executive Committee, which shall review the charges to determine merit and, if necessary, set a date of a Chapter Membership Meeting for deliberations on the charges. The member in question must receive a copy of the written charges and notice of the meeting a minimum of two weeks before that meeting takes place. Expulsion of a member requires a two-thirds vote at Chapter Membership Meeting. An expelled full member may appeal to the National Political Committee of DSA.

ARTICLE IV. Chapter Meetings.

Section 1 – Membership Assembly. The Capital District DSA will hold a minimum of one Membership Assembly annually, at a date, time, and location agreed upon by the Executive Committee within 2 months of the anniversary of the prior Membership Assembly. At least fourteen (14) days before the Assembly Meeting, all members of the Chapter will be sent notice of the meeting along with a proposed agenda. Notice may be sent by electronic means, but individuals who have not provided an email address or other means of electronic communication must be sent a paper copy. The Assembly will elect chapter officers, receive reports of the activities of the chapter, set the political direction and policies of the chapter and its programming for the coming year, and may adopt an annual budget. It is the highest legislative and decision-making body of the Chapter. The Assembly shall be considered the “Annual Meeting” where local or state law may require such and may coincide with a Regular Meeting.

Section 2 – Membership Meetings. The Chapter will hold regular Memberships Meetings at least three times annually, the time and place of which shall be set in a schedule published and distributed to the membership by the Executive Committee. Membership Meetings will set Capital District DSA policy and work priorities. The Executive Committee will propose the agenda for Membership Meetings. In general, the Membership Meeting is the operating legislative body of the Chapter.

Section 3 – Chapter Meetings: Voting Rights and Procedures. All Chapter members in good standing voting in a Chapter meeting shall have one vote apiece. Voting shall be conducted according to the Rules contained in Robert’s​ Rules of Order, Newly Revised,​ per Article XIII.

Section 4 – Special Meetings. The Executive Committee may call an Special Meeting of the Capital District DSA on five days notice when an urgent and important matter requires deliberation.

Section 5 – Quorum. A quorum of 10 percent of the members (but not fewer than 20 persons) is required for Membership Assemblies, Membership Meetings, or Special Meetings to transact business.

Section 6 – Accessibility. Meetings be held in accessible locations whenever possible. Participation via video or teleconference shall be facilitated for members with disabilities requesting an accommodation. Alternatively, members may designate another member to act as their proxy, as an accommodation, by filing a request with Secretary.

ARTICLE V. Chapter Officers: Powers and Duties.

Section 1 – Officers and Terms. The officers of the Chapter will be the two Co-Chairs, Secretary, and Treasurer. The term of office will be one year, from​ April​ 1 to March 31, ​or​ until their successors are elected. Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.

Section 2 – Vacancies. In the event of a vacancy, an election will be held at the next Membership Meeting. In the event of a vacancy less than three months, the Chapter Executive Committee will appoint a replacement for the remainder of the term.

Should any member of the Executive Committee miss three (3) or more consecutive Executive Committee meetings, exclusive of special emergency Meetings, the Executive Committee shall declare that position vacant, or excuse one or more absence by majority vote.

Section 3 – Co-Chairs.
A) The Co-Chairs will be the chief executive officers of the Chapter. They will preside over Chapter and Executive Committee meetings or will appoint a substitute to assume the powers and duties of the presiding officer as specified in Robert’s Rules of Order, Newly Revised. The Co-Chairs will be the official public spokespersons for the Chapter and will initiate such actions and policies as the Chapter’s general welfare may demand.

B) The Co-Chairs will be responsible also for coordinating the day-to-day operations and political work of the Chapter’s branches and committees.

C) The Co-Chairs will report to Chapter Membership Meetings on the business of the Executive Committee Meetings, at which time a copy of the minutes of those meetings will be available for inspection.

Section 4 – Secretary.
A) The Secretary will be responsible for answering all correspondence and queries of the Chapter, and for maintaining an up-to-date membership list of the Chapter. They will ensure effective communication with the national DSA. They will temporarily assume the responsibilities of Co-Chair, should either Co-Chair be unable to do so..

B) The Secretary will be responsible also for the taking of minutes of all Chapter and Executive Committee Meetings, and shall have custody of these minutes, and the resolutions, reports and other official records of the Chapter. They shall transfer official records in good condition to their successor. Official records shall include meeting minutes and member lists. Minutes shall be available for members to review, and draft minutes shall be available for review within two weeks of a meeting.

C) The Secretary will maintain and manage members-only platforms, such as, but not limited to, email listservs and private social media groups.

Section 5 – Treasurer.
A) The Treasurer will be responsible for the funds and financial records of the Chapter. All funds collected by the Chapter will be turned over to the Treasurer, who shall deposit them in a bank account under the name of Capital District DSA. In cooperation with the Secretary, the Treasurer will be responsible for ensuring that membership dues are paid up-to-date. The Treasurer will prepare the annual Chapter budget, and deliver the Chapter financial report to the Membership Meetings and Assemblies of the Chapter, as well as periodic progress reports as requested by the Executive Committee of the Chapter.

Section 6 – Additional Duties. The Chapter Executive Committee may assign additional temporary duties to an officer of the Chapter, so long as such assignments do not conflict with the designation of responsibilities outlined in these Bylaws.

Section 7 – Executing Instruments.  CDDSA Co-Chairs, Secretary, and Treasurer will have the power to execute instruments on behalf of Capital District DSA, Inc..

ARTICLE VI. Executive Committee.

Section 1 – Composition. The Chapter Executive Committee will be composed of the four officers of the Chapter, and the representatives of Chapter Branches. Branch Organizing Committee Chairs and Chairs of the chapter’s Standing Committees serve as non-voting members. The Committee shall strive for a balance of identities reflective of the working class of the Capital District.

Section 2 – Election and Appointment of Executive Committee Officers. Branch Co-Chairs serving as branch representatives on the Executive Committee can self-nominate or can be nominated by any branch members in good standing subject to procedures set out in their branch’s bylaws. They are elected by branch members in good standing subject to procedures set out in their branch’s bylaws and serve for a one year term.

The four Chapter Officers on the Executive Committee can self-nominate or be nominated by any chapter member in good standing in accordance with procedures specified in Article XI. They serve a one year term and are elected at the Membership Assembly by a simple majority vote of chapter members in good standing. A vacant Chapter officer position is filled subject to the provisions of Article V, Section 2. An officer can be removed from their office in accordance with Article V, Section 1.

Section 3 – Duties.
A) The Executive Committee shall administer the affairs of the Chapter and oversee the implementation of the decisions at any Chapter Meeting, and propose agendas for each Meeting. It shall have the power to receive reports of any Committee or Branch, and advise thereon; to call Special meetings of the Chapter; and to act on any matter that requires immediate and urgent action. The Executive Committee is the regular executive body of the Chapter, and thus subordinate to its Legislative bodies, the Membership Assembly and Membership Meetings.

B) The Executive Committee will be responsible for establishing program activities for the chapter, for proposing guidelines and policies that will subsequently be voted on by members of Chapter, for coordinating between Chapter Branches and Committees, and for acting on the organization’s behalf between Capital District DSA meetings, subject to the direction and control of the Chapter.

Section 4 – Meetings. The meetings of the Executive Committee will be held at the call of the Co-Chairs at such intervals as may be determined by a prior Executive Committee Meeting or by consultation with any three members of the Executive Committee. All members of the Executive Committee must (ordinarily) be given four days oral or written notice of regular Executive Committee Meetings; a 24-hour notice may be given under special emergency circumstances. This notice will be shared with Chapter members, and all Chapter members in good standing may attend Executive Committee meetings as observers; members have the right to address the Committee. The Executive Committee may meet via teleconference or electronic meeting provided that all persons participating in the meeting can hear each other at the same time and each committee member can participate in all matters before the Executive Committee, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the committee. Minutes of Executive Committee meetings will be made available to the membership.

Section 5 – Quorum. A quorum of 60% (rounding up) of the Executive Committee is required for the transaction of Executive Committee business. At least one Co-Chair must be present.

Section 6 – Multiple Offices. No person shall hold multiple officer positions on the Executive Committee, or serve as both a Branch Representative and an officer of the Executive Committee.

Section 7 – Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee thereof may be taken without a meeting if all members of the Executive Committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto by the members of the Executive Committee shall be filed with the minutes of the proceedings of the Executive Committee.

ARTICLE VII. Branches.

Section 1 – Definition. The Chapter may subdivide its jurisdiction into Branches for the purpose of creating smaller membership bodies that meet regularly. The purpose of a Branch will be to carry out the Chapter’s campaigns and to debate and discuss the organization’s political strategy. A Branch can define itself by geography, shared interest, or membership in an institution. . As a subgroup, Branches are largely autonomous within their own territory and/or constituency but are subject to the policies of the Chapter; their jurisdiction is limited by their territory and/or constituency, but they may recommend and propose regional policies to the Chapter, and review and comment on proposed Chapter policies. Young Democratic Socialists of America (YDSA) chapters within the geographical territory of Capital District DSA may affiliate as a Branch of that Chapter, in which case the local YDSA chapter shall send a representative to the Chapter Executive Committee.

Section 2 – Establishment of Branches. Any group of at least eight (8) Members of the Chapter, in good standing, may request to be recognized as a Branch. They must apply to the Executive Committee in writing. Their application must include the names of its members; a description of purposes, structure, functions, and membership criteria; and any other information deemed necessary by the Executive Committee. A branch thus proposed shall be chartered by a ⅔ of vote of the Executive Committee, or by majority vote of the Chapter. Branch charters should be distributed to the membership with meeting notice and may not conflict with these Bylaws or with the charters of other active Branches.

YDSA chapters need only show proof of being an officially recognized chapter of YDSA as part of a generic request to be recognized as a Branch of the Chapter, subject to approval by a majority vote of the general membership at a Meeting. Sections 3 and 4 below shall not be required of YDSA chapter-Branches.

Section 3. Structure, Membership, and Elections – The Branch shall have its own bylaws explicitly defining its purpose, functions, and membership criteria in detail. Branch bylaws may establish the Branch’s methods and structures as long as they do not violate the Chapter’s bylaws. Branch bylaws and minutes shall be filed with the Chapter Secretary. Any bylaws that modify the charter granted to them by the Chapter must be approved at a Chapter Membership Meeting.

Each Branch shall be responsible for electing its leadership, including two Co-Chairs who serve as representatives to the Chapter Executive Committee. Every Chapter member may vote in only one Branch for Executive Committee representatives, although they participate in as many Branches for which they qualify. Branch leaders shall be responsible for scheduling and organizing meetings and actions of their Branch. In the event of a vacancy of a Branch leader or Executive Committee Representative, the Branch may vote to elect new leadership or Executive Committee representation. Each Branch shall maintain an official membership list.

Section 4 – Branch Dissolution. A Branch is considered inactive and may be dissolved by the Executive Committee if it has not met for at least six (6) months. The Chapter Executive Committee may revoke Branch status for cause, such as for promoting policies contrary to those of the Chapter or national DSA. The representative(s) from said Branch must be informed that dissolution is on the agenda when notified of the meeting. The decision to dissolve a Branch may be appealed to the next Membership Meeting of the Chapter. Upon dissolution, all property and records of a Branch will be surrendered to the Chapter Executive Committee.

Section 5 – Branch Organizing Committees. Prior to being chartered, a Branch Organizing Committee, organizing in territory not currently part of an extant Branch, of at least five members may be recognized by the Chapter Executive Committee by filing a petition stating their territory, naming the membership of the committee and a Chair or two Co-Chairs. The Chair or Co-Chairs of the Organizing Committee serve as non-voting members of the Chapter Executive Committee.

ARTICLE VIII. Committees.

Section 1. Definition. The Chapter may establish committees as needed for the operation of the Chapter, to perform specific functions, or organize specific campaigns. Members are encouraged to identify and/or self-organize committees and propose them to the Chapter. To form a committee, members must submit a proposal to the Executive Committee that includes six items:

1) a group name; 2) a mission statement and objectives; 3) If necessary, a proposed budget; 4) a list of at least five prospective members; 5) whether the duration of the committee is standing and indefinite, or fixed and temporary; 6) whether membership in the committee is to be open to all members in good standing or limited, and if membership is to be limited, the number of members the committee shall have and the means by which members will be selected.

A committee thus proposed shall be chartered by a ⅔ of vote of the Executive Committee, or by a majority vote of the Chapter. Charters for proposed committees should be distributed to the membership with the notice for the meeting and may not conflict with these Bylaws or with the charters of other active committees.

Section 2. Membership and Election of Committee Leadership. Membership in a committee shall be open to all Chapter members in good standing unless the committee’s charter limits membership. Committees shall maintain a membership list. The committee shall elect two (2) committee Co-Chairs for one year terms.

Section 3. Duties and Responsibilities. Members of a committee are empowered to pursue the stated objectives of the committee. Co-Chairs are responsible for organizing their respective body’s members, running meetings, acting as liaisons to the Executive Committee, and serving as the committee’s points of contact to the membership. Committees must keep records of meeting dates, attendance, and meeting notes, which shall be filed with the Chapter’s Secretary and made available to the membership; any financial records shall be filed with the Treasurer. Committees shall report on their activities to the membership at the Membership Assembly, or more frequently at Regular Meetings as necessary. No committee shall have authority to take action on behalf of the Chapter, except when authorized to do so by the Executive Committee in those cases specified in Article VI, Section 3B. Any authorization by the Executive Committee in these cases must comply with the procedure outlined in Article VI, Section 7.

ARTICLE IX. Delegates to National, Regional, and State Bodies.

Section 1 – Convention. Chapter delegates and alternates to the National Convention will be elected by members of the Chapter of DSA. Elections for the National Convention delegation shall be held on the schedule announced by the national organization.

ARTICLE X. Prohibited Activity.

Capital District DSA shall not engage in activity prohibited by the IRS guidelines established for 501(c)4 organizations or similar rules established by the state of New York. Nor shall the Chapter engage in any activity prohibited by resolutions adopted by DSA’s National Convention or DSA’s National Political Committee.

ARTICLE XI. Nominations and Recalls.

Section 1 – Nominations Committee. A committee of three members shall be established at the meeting prior to an election. The committee shall solicit and receive nominations. In the case of elections to fill vacancies, the Executive Committee may appoint an Elections Committee.

Section 2 – Nominations Process. Nominations for Chapters officers and delegates to the National Convention shall be opened at least 20 days before, and closed 7 days before the Membership Assembly. The call for nominations shall be announced to members of DSA in advance of the Membership Assembly.

Section 3 – Uncontested Positions. If a position is uncontested, the nominee will be declared elected by acclamation.

ARTICLE XII. Amendments.

Proposed​ amendments to these Bylaws must be made by written resolution, endorsed by five members of the Chapter, and submitted to the Executive Committee a month in advance of a Membership Assembly or Membership Meeting. The Executive Committee is required to provide the Chapter membership with two weeks’ written notice of the proposed amendments. The amendment must be approved by a two-thirds vote at a Membership Assembly or Membership Meeting.

ARTICLE XIII. Rules of the Chapter.

Section 1 – Rules. The Rules contained in Robert’s​ Rules of Order, Newly Revised,​ shall govern this Chapter and all its Branches and Committees in cases to which they are applicable and in which they are not inconsistent with these Bylaws. Consensus decision-making is desirable where feasible, but meetings must submit to Robert’s​ Rules of Order, Newly Revised ​upon the request of a member.

Section 2 – Action Out of Order. Any action taken by an officer or member of the Chapter in contravention of these Bylaws is null and void.

Article XIV. General Provisions.

Section 1 – Fiscal Year. The fiscal year of the Corporation shall run from April 1st to March 31st.

Section 2 – Books and Records. The Chapter shall keep in the secure and confidential possession of the chapter Secretary correct and complete books and records of the activities and transactions of the Chapter, including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, all resolutions of the Chapter, and all minutes of meetings of the Members and meetings of the Executive Committee and committees thereof.

Section 3 – Whistleblower Policy. In any instance where the Chapter faces issues related to serious violations of law or adopted policies of the Corporation, it shall follow the procedures and rules set out in the Whistleblower Policy attached hereto and incorporated into these bylaws by reference.

Section 4 – Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.

ARTICLE XV. Interested Party Transactions.

Section 1 – Definition. For purposes of these bylaws, an “interested party transaction” is any contract or other transaction between the Chapter and (a) any present Executive Committee member or any individual who has served on the Executive Committee  in the five years preceding the transaction (“past executive”), (b) any family member of a present or past executive, (c) any corporation, partnership, trust, or other entity in which a present or past executive is a director, officer, or holder of a financial interest, (d) any present officer or any individual who has served as an officer in the five years preceding the transaction (“past officer”), (e) any family member of a present or past officer, or (f) any corporation, partnership, trust, or other entity in which a present or past officer is a director, officer, or holder of a financial interest.

In any instance where the Chapter proposes to enter into an interested party transaction it shall follow the procedures and rules set forth in the Chapter’s Conflict of Interest Policy adopted by the Members and as amended from time to time (which is attached hereto and incorporated into these bylaws by reference).

ARTICLE XVI. Execution of Instruments.

Section 1 – Contracts and Instruments. Subject to provision of Article V, Section 3(d) and the provisions of the Conflict of Interest Policy, the Executive Committee may authorize any officer or agent of the Chapter to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness in the name of and on behalf of the Chapter. Such authority may be general or may be confined to specific instances. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2 – Deposits. The funds of the Chapter shall be deposited in its name with such banks, trust companies, or other depositories as the Chapter, or officers to whom such power has been delegated by the Chapter, may from time to time designate.