Bylaws of Democracy for Missouri

Article I – Name
The name of the organization shall be Democracy for Missouri (herein referred to as “DfMO”).

Article II – Goals and Objectives

Inspired by the leadership of Howard Dean, Democracy for Missouri is an inclusive community
committed to the values underlying our democracy – equal opportunity, civil rights, a healthy environment,
fiscal responsibility, affordable health care, quality education, and social justice for all Americans – and peace and security achieved through international cooperation.
Our purpose is to restore citizens’ ownership of our democracy by mobilizing grassroots participation in the political process. Democracy for Missouri supports candidates and issues through a combination of education, fundraising, community organizing, and direct action at the national, state, and local levels Democracy for Missouri works to ensure that elected officials are held accountable to the electorate.

Article III – General Membership
A. Qualifications
Membership in DfMO shall be open to any person who supports the Goals and Objectives of DfMO.

B. Dues
Applications for new membership in DfMO shall be accompanied by payment of dues, based upon a dues schedule approved by the General Membership. DfMO shall set and maintain at all times a dues level for applicants with special needs, and no applicant shall be denied membership in DfMO based on an inability to pay dues. All recognized DFAlink hosts in Missouri shall be afforded automatic membership in DfMO. All memberships expire on the first of January of each year, except that new members who join DfMO in October, November or December shall be credited as having paid dues for the following year. Dues collected during the year shall not be prorated.

C. Membership in Good Standing
A new member shall be considered to be in good standing after receipt of the
membership application and payment of dues and shall be qualified to vote on all DfMO business at General Membership meetings. Also those present at the founding convention will be considered charter members and will be deemed members in good standing.

D. Voting
To qualify for voting, a person must be a member in good standing no later than the beginning of the meeting at which the vote takes place. Unless specified otherwise herein, all votes of the General
Membership shall be by open ballot and shall pass with a majority of those present and voting.
Upon a vote of a majority of the members present and voting, a vote may be by secret ballot or roll call.

E. Meetings
1. Meetings of the General Membership shall be held at least once per month on a date to be determined by the Steering Committee. Meetings of the General Membership shall be called by the Steering Committee.
2. Prior notice of meetings of the General Membership shall be sent to all members and shall be accompanied by an agenda that shall list, at a minimum, the date, time, and location of the meeting, as well as any business to be voted upon.
3. A quorum shall consist of six (6) or ten percent (10%) of the members in good standing, whichever is fewer.
4. Meetings of the General Membership shall be open to the public, unless designated otherwise by the Steering Committee. Attendees who are not members in good standing may be recognized and speak but may not vote on any matter.

F. Duties and Responsibilities
The General Membership shall have the following duties and responsibilities:
1. To elect officers of the Steering Committee at the annual meeting and, in accordance with the
appropriate procedures, to remove officers;
2. To establish dues;
3. To approve the annual budget and other financial proposals submitted by the Steering Committee;
4. To endorse candidates and ballot measures;
5. To approve the creation of any legal entity necessary to fulfill the Goals and Objectives of DfMO;
6. To take positions on issues consistent with the Goals and Objectives of DfMO;
7. To make recommendations to the Steering Committee on all aspects of DfMO’s activities.

G. Lapsed Membership
If a member does not renew membership before the expiration of the membership period,
membership in DfMO shall lapse. Lapsed members will continue to receive notices from
DfMO but will not be allowed to vote or serve as officers. A member shall
be considered lapsed until a renewal application is submitted and dues are paid. Lapsed members
may bring their dues current at any time of having lapsed and immediately
regain all rights of membership in DfMO.
H. Termination of Membership
1. A person’s membership in DfMO may be terminated for conduct that harms DfMO or other members of DfMO, or is inconsistent with the Goals and Objectives of DfMO. After the Steering Committee has discussed the conduct with the member, has requested the member to refrain from the said conduct, and has warned the member that the said conduct may result in the termination of the member’s membership in DfMO, the Steering Committee shall call a meeting of the General Membership upon the vote of at least two-thirds (2/3) of the total membership of the Steering Committee.
2. At the meeting of the General Membership, the member facing removal shall be given an opportunity to address the General Membership. Before voting, the General Membership shall be given an opportunity to discuss the motion to remove the member without the member present during the discussion.
3. The motion to remove the member from DfMO shall pass with the votes of two thirds (2/3) of those present and voting. Voting for removal of a member shall be conducted by secret ballot.
4. Any member removed from DfMO shall be ineligible for membership in DfMO for a period of one (1) year after removal.

Article IV – Officers
A. Officers
The officers of DfMO shall be: President, Vice President, Secretary, Treasurer, and two (2) At-Large Steering Committee members. Recognized DfAlink Hosts in the State of Missouri shall be considered ex-officio members of the steering committee, with all the rights and privileges thereof.
B. Term
The term of office shall be one (1) year. Officers may seek reelection upon the expiration of their term. No officer may serve more than two (2) consecutive terms in the same office with the exception of Treasurer.
C. Nominations
Nominations for officers shall be made at the December meeting of the General Membership. Nominations will close immediately prior to the commencement of the election of each officer.

D. Elections
1. Officers shall be elected by a majority of those present and voting at the General Membership meeting held during December.
2. All elections for officers shall be conducted by secret ballot. DfMO shall employ ranked choice voting if more than two (2) candidates seek the position to determine the winner of each officer election.
3. The election of candidates shall be in the following order: President, Vice President, Secretary, Treasurer, then the two (2) At-Large Steering Committee seats.
4. Prior to the voting for each office, the candidates for that office shall have the opportunity
to address the General Membership, and the General Membership shall have the opportunity to discuss the candidates without the candidates present.
5. An unsuccessful candidate in one election may add his or her name to the slate of candidates for one or more subsequent elections.

E. Duties and Responsibilities
Officers have the following duties and responsibilities:
1. President
The President shall chair all meetings of the Steering Committee, and the General Membership. The President is responsible for ensuring that the Steering Committee properly exercises its powers and fulfills its responsibilities.
The President shall be an ex officio member of all committees in DfMO. The President is the primary spokesperson of DfMO.

2. Vice President
The Vice President shall carry out the duties of the President in the absence of the President.
The Vice President chairs the Program Committee.

3. Secretary
The Secretary shall be responsible for recording all minutes of the meetings of the Steering
Committee and the General Membership, and shall make them available to members for review prior to the next scheduled respective meeting.
The Secretary is responsible for producing all official correspondence of DfMO
and maintaining records thereof; distributing prior written notice of all meetings of the Steering Committee, and General Membership; and maintaining a record of attendance at all meetings.
The Secretary convenes and chairs the Administration Committee.

4. Treasurer
The Treasurer shall oversee the collection, management, and disbursement of all monies.
The Treasurer shall be responsible for keeping financial records and legal contracts, preparing the budget, and preparing quarterly reports for the Steering Committee and an annual report for the General Membership. The Treasurer shall be responsible for overseeing the propriety of fundraising by DfMO. The Treasurer shall be responsible for legal affairs, including compliance with regulations governing political activities.

5. At-Large Steering Committee Officers (2)
The two (2) Steering Committee officers will serve on the Steering Committee and will be given duties such as ad-hoc committee directors or if the Steering Committee wishes to make a permanent (Standing) committee, one or both of these At-Large Steering Committee positions may be used for that purpose.

F. Removal and Resignation
1. An officer may be removed from office for failing to carry out the duties of office or for general malfeasance. Upon the vote of at least two-thirds (2/3) of the total membership of the Steering Committee, or upon the receipt by the Steering Committee of a petition signed by at least twenty-five percent (25%) of the General Membership in good standing, the Steering Committee shall call a meeting of the General Membership.
2. At the meeting, the officer facing removal shall be given an opportunity to address the General Membership. Before voting, the General Membership shall be given an opportunity to discuss the motion to remove the officer without the officer present during the discussion.
3. The motion to remove the officer from office shall pass with the votes of two-thirds (2/3) of those present and voting. Voting for removal of an officer shall be conducted by secret ballot.
4. Any officer removed from office shall be ineligible to serve as an officer for a period of one (1) year after removal.
5. Any officer may resign by giving written notice to the President.

G. Vacancy
If an office becomes vacant, the remaining members of the Steering Committee shall nominate by open ballot a replacement to fill the vacancy for the remainder of the term. A replacement officer shall be nominated by the vote of a majority of the remaining members of the Steering Committee. The nomination shall be put to a vote by secret ballot at the next meeting of the General Membership, and the nomination shall be confirmed by a majority of those present and voting.

Article V – Steering Committee
A. Membership
The Steering Committee shall be comprised of the officers of DfMO as described herein.
The Steering Committee shall also include the immediate past President.

B. Responsibilities
The Steering Committee shall have the following responsibilities:
1. To carry out the provisions of these Bylaws;
2. To call regular meetings of the General Membership;
3. To submit a budget to the General Membership during the second quarter of the calendar year;
4. To report regularly to the General Membership on the activities of the Steering Committee, and other committees;
5. To submit a written annual report to the General Membership on the activities of DfMO if not already listed and summarized on DfMO’s website.
C. Powers
The Steering Committee shall have the following powers:
1. To establish and revise rules, regulations, and procedures to carry out these Bylaws;
2. To establish and dissolve ad hoc committees, appoint and remove members, and designate chairpersons;
3 To enter into contracts and to disburse DfMO’s funds in order to manage the activities of DfMO, provided that:
a. All expenditures are made either in accordance with the approved budget or have been approved in advance by the General Membership;
b. All contracts and expenditures are approved in advance by the Steering Committee;
c. All contracts must have a term that does not last beyond the term of the Steering Committee then in office, unless the contract is approved in advance by a majority
of those present and voting at a meeting of the General Membership;
d. All contracts and checks are signed by either the President, the Treasurer, or another member of the Steering Committee selected in advance by the Steering Committee;
e. DfMO’s expenditures may never exceed the funds it has collected;
f. DfMO may not borrow money, own real estate, or make political contributions with funds received from members’ dues.
4 To accept gifts or contributions on behalf of DfMO, in accordance with all appropriate laws and regulations, to be held with DfMO’s funds and used for general DfMO expenses;
5 To determine which political candidates and proponents and opponents of ballot measures shall be invited to meet with the; DfMO;
6 To represent DfMO externally;
7 To delegate authority, as appropriate;
8 All other powers necessary and appropriate to manage DfMO’s activities and fulfill the Steering Committee’s responsibilities that are not otherwise inconsistent with these Bylaws.

D. Meetings

1. A meeting of the Steering Committee shall be held at least once per month but can be held more frequently.
2. The President shall call meetings of the Steering Committee, either at the discretion of the President or within ten (10) days of receiving the written request of at least three (3) other members of the Steering Committee.
3. Prior notice of meetings of the Steering Committee shall be sent and shall be accompanied
by an agenda that shall list, at a minimum, the date, time, and location of the meeting, as
well as any business to be voted upon.
4. A quorum shall consist of a majority of the total members of the Steering Committee.
5. Meetings shall be open to the General Membership, unless designated otherwise by the Steering
Committee.

E. Voting

Unless specified otherwise herein, all votes of the Steering Committee shall be by open ballot and shall pass with the votes of a majority of those Steering Committee members present and voting. There shall be no proxy voting.

Article VI – Committees
A. General
All committees of DfMO shall report to the Steering Committee. The Standing
Committees shall be responsible for the day-to-day management and activity of DfMO. As DfMO as it stands is of sufficiently small size to manage without standing committees the following is written for future guidance only. Until such time as membership exceeds 200 persons, the duties of standing committees will be carried out by the Steering Committee.
B. Names and Duties
In addition to the Steering Committee, DfMO may have the following Standing
Committees:
1. Program Committee
The Program Committee would oversee the selection and scheduling of guest speakers at meetings of the General Membership and any other special meetings or events. The committee would submit to the Steering Committee proposals for speakers to address meetings of the General Membership. This committee would be chaired by the Vice President.
2. Administration Committee
The Administration Committee would oversee the record keeping and dissemination of correspondence from DfMO and review all proposed amendments to the Bylaws. This committee shall be chaired by the Secretary.
3. Finance Committee
The Finance Committee would oversee the collection, management, and disbursement of DfMO’s funds. The committee would be responsible for preparing and executing DfMO’s budget. This committee would be chaired by the Treasurer.
C. Membership
1. Members
Committees would be composed of the Chair and members. Membership would be open to all members in good standing.
D. Meetings
1. Meetings of committees would generally be held monthly on a date to be determined by the
Chair. The Chair would call meetings of committees at his or her own discretion or within ten (10) days of receiving a written request from a majority of the coordinators on the committee.
2. The Chair would be responsible for sending a notice of meetings accompanied by an agenda that would list, at a minimum, the date, time, and location of the meeting, as well as any business to be voted upon.
3. A quorum would consist of those committee members present and eligible to vote.
4. Unless specified otherwise herein, all votes of committees would be by open ballot and pass with a majority of those present and voting.
5. Each committee would keep minutes of meetings and would submit the minutes to the Steering
Committee.
6. Meetings of committees would be open to the public unless designated otherwise by the
Chair. Attendees who are not members of the committee may be recognized and speak but would not vote on any matter before the committee.
E. Ad Hoc Committees may be created at any time by the Steering Committee despite the number of members. The Steering Committee may establish other committees in order to carry out the activities of the
DfMO. The Steering Committee shall appoint the chairperson and committee members of each ad hoc committee. Ad hoc committees shall be run according to the same rules that would apply to Standing Committees. The term for an ad hoc committee shall last until the next election for officers of the Steering Committee.

Article VII – Endorsements
All candidate and ballot measure endorsements shall be made in the following manner:
A. Preliminary Screening by Political Affairs Committee, or Steering Committee
The Political Affairs Committee , or Steering Committee shall study candidates and ballot measures that meet the requirements for endorsement by DfMO. It shall report its findings to the Steering Committee.
B. Review by Steering Committee
The Steering Committee shall review the report and shall
determine which political candidates and proponents and opponents of ballot measures shall be invited to meet with the Steering Committee.
C. Recommendations by the Steering Committee
1. The Steering Committee shall provide a slate of endorsement recommendations to the General Membership.
2. The Steering Committee shall interview the political candidates and proponents and opponents of ballot measures selected by the Steering Committee. Meetings of the Steering Committee with political candidates and proponents and opponents of ballot measures shall be open to all members in good standing.
3. The Steering Committee shall make a recommendation for an endorsement by secret ballot with a vote of at least sixty percent (60%) of all members of Steering Committee present and voting. Prior to voting, the members of Steering Committee shall have an opportunity for discussion, during which discussion political candidates seeking DfMO’s endorsement may not be present. If no candidate or position receives
sufficient votes for recommendation, the report to the General Membership shall be “No Recommendation” for that race or measure.

4. “No Endorsement” shall be an option in every race and ballot measure. Should it receive
the required number of votes, the report to the General Membership shall be “No Endorsement” for that race or measure.
5. The Steering Committee shall utilize ranked choice voting to determine its recommendations for races in which ranked choice voting is applicable.
D. Endorsement Vote by General Membership
1. No candidate for any public office or ballot measure shall receive the endorsement of DfMO unless prior notice of that endorsement vote has been made to the General Membership.
2. DfMO shall make an endorsement by secret ballot with a vote of at least sixty percent (60%) of all members present and voting. If no candidate or position receives sufficient votes for endorsement, the position of DfMO shall be “No Position” for that race or measure.
3. “No Endorsement” shall be an option in every race and ballot measure. Should it receive the required number of votes, the position of DfMO shall be “No Endorsement” for that race or measure.
4. The General Membership shall utilize ranked choice voting to determine its endorsements for races in which ranked choice voting is applicable.
5. For races in which ranked choice voting is not applicable, multiple ballots shall be allowed during the same meeting provided that prior notice of multiple balloting has been made to all members.
E. Timing
The General Membership may not entertain any motion to endorse a candidate for public office until
the official filing date for said public office has passed, nor may the General Membership entertain
any motion to endorse a ballot measure until that measure has qualified, unless decided otherwise by
a two-thirds (2/3) vote of the members present and voting at a meeting of the General Membership.
Article VIII – Bylaws
A. Adoption
1. These Bylaws shall be adopted and become effective upon the vote of at least two-thirds
(2/3) of the participants voting at DfMO’s founding convention.
2. The members present at the founding convention shall elect officers at the founding convention.
Nominations and election of officers shall open following the adoption of the Bylaws.
3. Any person eligible for membership in DfMO who properly submits an application and pays dues for membership immediately prior to the start of the first elections of officers may vote in such elections, notwithstanding other provisions of these
Bylaws.
B. Availability
These Bylaws shall be made available to any member upon request.
C. Amendment

1. The Steering Committee shall call a meeting of the General Membership to consider an amendment to these Bylaws upon either the vote of at least two-thirds (2/3) of the members of the Steering Committee or the submission of a written petition signed by at least twentyfive percent (25%) of the members in good standing.
2. The Administration Committee would review proposed amendments and submit a recommendation to the General Membership.
3. At the meeting of the General Membership, members shall be given an opportunity to discuss the proposed amendment and the recommendation of the Administration Committee (or Steering Committee) prior to voting. An amendment shall pass upon the vote of at least two-thirds (2/3) of the members present and voting at the general meeting.
Article IX – Other Matters
A. Diversity
1. No one shall be denied membership on account of ethnicity, gender, national origin, age, disability, economic status, or sexual orientation.
2. Meetings of DfMO and any committee thereof shall be held at times and locations accessible to the broadest range of individuals including people with disabilities and young people.
3. In making appointments to committees, the Steering Committee shall strive to reflect the diversity of the people of Missouri.
B. Records
1. DfMO shall keep the following records:
a. Minutes of meetings of the General Membership, Steering Committee, and other committees;
b. Adequate and correct financial records;
c. Membership records, including contact details and dues payments;
d. Copies of the Bylaws and other governing rules and regulations;
e. All contracts in which DfMO is a party.
2. Any member of the Steering Committee shall have the right to inspect all books and records of DfMO at a reasonable time and place.
3. DfMO shall hold all information on members for DfMO’s purposes only and shall not transfer member information to third parties without obtaining the prior approval of the General Membership.
C. Fiscal Year
The fiscal year of DfMO shall run from July 1 to June 30.
D. Notice of Meetings

The persons providing prior notice of meetings shall strive to send notice with a reasonable amount of time in advance.
E. Rules
DfMO’s activities shall be governed by the current edition of Robert’s Rules of Order in all cases in which those rules are not inconsistent with these Bylaws or other rules and regulations adopted by the Steering Committee.
F. Dissolution
DfMO may be dissolved by a vote of its members following the same process governing amendments to these Bylaws. Upon the dissolution or winding up of DfMO, the assets remaining after the payment, or provision for payment, of all debts and liabilities of DfMO shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for social welfare purposes and that has established its tax-exempt status under IRS Section 501(c)(4). Such recipient shall be selected by a majority of the General Members present and voting.
Adopted: December 7, 2005
As amended xxxxxxxxx