Bylaws of the Vermont Democratic Party as Amended on September 22, 2012

ARTICLE I - NAME AND PURPOSE

The name of this organization is the "Vermont Democratic State Committee," herein known as the "State Committee." The purpose of the State Committee is to promote the interests, ideals, and principles of Vermont Democrats, operate the Vermont Democratic Party (“Party”) pursuant to 17 VSA §2310, support the election of Democratic candidates, ensure the adoption of a party platform, represent Vermont Democrats in the Democratic National Committee, and coordinate, encourage, and assist in the organization of Democratic town and county committees.

ARTICLE II - PARTICIPATION

Any person who is a Vermont registered voter and who supports the purposes of the State Committee may participate fully in all Party activities and is eligible to be elected to any Party office. Discrimination on the basis of sex, race, religion, economic status, gender identity, sexual orientation, ethnic identity, disability, national origin, or color in the conduct of the State Committee affairs is prohibited by Democratic Party principle and policy and by Vermont statute.

ARTICLE III – STATE COMMITTEE MEMBERSHIP

Pursuant to 17 VSA §2310, the State Committee is composed of the county committee chairs, the National Committeeman and Woman, and from each county one State Committeewoman and one State Committeeman. Each county shall also elect First, Second and Third Alternates to replace absent State Committee members from their county at State Committee meetings. Alternates need not be gender-specific. All members and alternates shall serve for two years following their election to the State Committee or until their successors are elected. Alternates shall be given all notices and announcements given to members of the State Committee, and shall be eligible for nomination, election, and service on the Executive Committee. Alternates shall have full speaking rights at State Committee meetings, regardless of whether or not they have voting rights at that meeting.

The elected State Committee officers shall also be voting members of the State Committee.

The members of the Executive Committee not listed above that are described in Article VIII shall, upon their approval by the full State Committee, where necessary, become non-voting, ex officio members of the State Committee.

ARTICLE IV - ORGANIZATIONAL MEETING AND ELECTION OF OFFICERS

Pursuant to 17 VSA §2312, the newly elected members of the State Committee shall meet on a day not fewer than 15 nor more than 30 days after the first of the organizational meetings of the county committees, at which time the newly elected members shall elect officers for the next two years. The sitting Chair of the State Committee shall name an hour and place of meeting on a day not less than 15 nor more than 30 days after the day set for the first meeting of the County Committees of the party, at which time the members-elect of the State Committee shall meet and perfect an organization for the ensuing two years. The Chair of the State Committee shall notify all members-elect of the State Committee in writing, at least ten days before the day set for the meeting. For all other State Committee notifications, the State Committee Chair shall notify all Committee members and alternates by electronic mail at least 10 days before the meeting date. For those members and alternates who inform the Chair that they lack access to email, the Chair will send them notification by letter bearing a non-metered postmark at least 10 days before the meeting.

At this meeting, the members present shall elect by majority vote the State Committee officers. In the event of a contested election to any office, the vote shall be by secret ballot.

ARTICLE V - OFFICERS

The State Committee officers are the Chair, Vice Chair, Secretary, Treasurer and Assistant Treasurer. Officers need not be members of the State Committee at the time of their election, but become members, with full voting rights, upon their election by the State Committee. The Vice Chair shall be of the opposite gender of the State Chair. Officers shall hold office for two years or until their successors are elected.

ARTICLE VI - VOTING

Except where otherwise provided herein, all matters shall be decided by a simple majority vote of the members and relevant/voting alternates present and voting. No member may be bound by his or her county committee to vote for or against any measure or the designation of any candidate.

No votes by proxy shall be allowed. Alternates shall be awarded the right to vote when one or more of the Committee members from a county are not present at the time of the vote. When more alternates are present than Committee members are absent, the votes of absent members shall be awarded to the alternates in order of their designation as First, Second, or Third Alternate.

ARTICLE VII - QUORUM

Twenty voting members or their appointed replacement alternate present shall constitute a quorum for the transaction of business of the State Committee.

ARTICLE VIII - EXECUTIVE COMMITTEE

The Executive Committee shall consist of the following members:

Officers of the State Committee;
Vermont’s representatives on the Democratic National Committee;
A representative nominated by each of any Democrats elected to the US House and US Senate from Vermont in the preceding general election;
A representative nominated each by the leader of the State House and State Senate Democratic caucuses at the time of the election of the State Chair;
A representative nominated by the highest ranking Democrat elected to statewide office in state government in the preceding general election (as determined in the following order: Governor, Lt. Governor, Treasurer, Secretary of State, Auditor, Attorney General);
A representative of Vermont’s labor community, nominated by the State Chair from lists provided by the Vermont AFL-CIO, the Vermont National Education Association and the Vermont State Employees’ Association;
A representative of youth nominated by the Vermont College Democrats or Young Democrats; and
Four members of the State Committee elected by majority vote of the State Committee at the first meeting after the election of the State Chair.

The full State Committee must approve all nominated Executive Committee positions listed. All members of the Executive Committee, except for officers of the State Committee, shall serve for a period of 24 months, or until their successor shall be elected, whichever shall last occur.

The Executive Committee shall have the power to act for the State Committee when necessity demands and time does not permit calling a meeting of the State Committee, provided that the actions of the Executive Committee are submitted to the State Committee for ratification or rejection at its next meeting; that State Committee members and alternates are alerted by either email or telephone of Executive Committee Meetings contemporaneously with Executive Committee members; and that minutes of Executive Committee meetings are kept and are made available to the State Committee once approved.

The Executive Committee shall act as an advisory body to the State Committee Chair; review the State Committee Chair's annual action plan before presentation to the State Committee; recommend and review budgets, financial reports and audits and authorize borrowing money in accordance with Article XVI. The Executive Committee may not modify the bylaws, reverse decisions of the State Committee, approve any budget or endorse any candidate. A quorum of the Executive Committee shall consist of at least 50% of the membership.

Notices of Executive Committee meetings shall be sent to all State Committee members and alternates, and members of the Executive Committee, a minimum of 24 hours before meetings are to take place.

ARTICLE IX – STATE COMMITTEE CHAIR

The State Committee Chair (“Chair”) shall be the general executive officer of the Committee. The duties of the Chair are as follows:

1. To preside at all State Committee meetings;

2. To ensure that electronic notice of all subcommittee meetings be sent to all State Committee members and alternates at least 10 days prior to a meeting;

3. To ensure that the biennial and quadrennial state conventions are held in accordance with the legal requirements of the state;

4. To ensure that any reports required by state and federal law are filed within the specified time;

5. To ensure the maintenance at the State Democratic headquarters a list of the names and postal mailing addresses of the members of all county and town committees making up the Democratic Party of Vermont, including officers, and to pass this list to the successor in office, who shall preserve this list and add to or subtract names as needed to keep the list current. The Chair shall make it available for examination or copying (paper or electronic) by any town, county, and/or state committee member upon request. The Chair may, in addition to the list required by this provision, make available such further contact data regarding members of county and town committees of the Democratic Party of Vermont as the Chair, in consultation with the Executive Committee, shall deem appropriate;

6. To present an annual “Action Plan” to the Executive Committee by January 31 of each year for review and discussion, and to the State Committee by March 15 for review and approval;

7. To appoint an Executive Director, with the approval and consent of the Executive Committee;

8. To appoint a Parliamentarian from amongst the members of the State Committee, whose principal duty is to advise the Chair and the State Committee of parliamentary procedure at meetings of the State Committee;

9. To appoint members of standing subcommittees of the State Committee, as provided in Section XXI;

10. To give timely notice to all Democratic town chairs of the dates of the biennial re-organizational meetings and of their statutory and other requirements;

11. To form a special subcommittee to oversee the organization of and rules governing the quadrennial Presidential delegate selection convention; and

12. To perform such other duties as are imposed by law (See Title 17 Vermont Statutes Annotated, Chapter 45).

ARTICLE X – VICE CHAIR

The Vice Chair shall be vested with all the powers and shall perform all the duties of the Chair in the absence or disability of the Chair. The Vice Chair shall perform such other duties as the Chair, with input from the State Committee, may from time to time assign.

ARTICLE XI - SECRETARY

The Secretary shall be the official recording officer of the State Committee and shall ensure that a complete and accurate record of the Committee meetings is kept and filed with the Party office. The minutes shall be available for examination or copying by any member of the State Committee upon request five working days following the date of any meeting, and shall be sent by electronic mail to all Committee members and alternates along with the notice of the next Committee meeting. For those State Committee members who inform the Chair that they lack access to email, the Secretary will prepare hard copies of the minutes to accompany the meeting notice to be mailed by letter bearing a non-metered postmark at least 10 days before the meeting. The Secretary shall take steps necessary to determine attendance at State Committee meetings, whether quorum requirements are met, and to confirm Committee members’ eligibility for voting, meeting participation, and any other related issues. The Secretary shall perform such other duties as the State Committee may from time to time assign.

ARTICLE XII – TREASURER AND ASSISTANT TREASURER

The Treasurer shall be the chief financial officer of the State Committee and shall be responsible for the custody and supervision of all its funds; cause all debts and obligations of the Party to be paid; provide the State Committee with an annual statement of the financial position of the Party; provide the State Committee a quarterly financial report; and serve as chair of the Budget and Finance Subcommittee. An Assistant Treasurer shall be elected to assist the Treasurer in the performance of his or her duties, and serve as interim Treasurer if the Treasurer is unable to perform the duties of the office.

ARTICLE XIII - EXECUTIVE DIRECTOR

The Executive Director shall serve under the direction of the Chair and shall assist the Chair in his/her duties and perform other such duties as the Chair directs. The Executive Director shall also perform such other duties as the Executive Committee may assign.

ARTICLE XIV - DUTIES OF STATE COMMITTEE MEMBERS

The immediate governance and direction of the affairs of the Vermont Democratic Party are vested in the State Committee members. Some of the specific duties of members of the Committee are:

1. To promptly answer all communications from the Chair or any other elected or appointed officer of the Committee;

2. To aid the Chair in communicating with all county committee members in their respective counties, and to inform the State Committee of any actions taken by their county committee that pertains to matters before the State Committee;

3. To aid the county committee in their counties and assist the county chair in organizing the respective towns in the county;

4. To attend all meetings of the State Committee and report the results of any meetings to their county committee; and

5. To inform their county chair of their inability to attend any State Committee meeting at the soonest possible date.

ARTICLE XV - FISCAL YEAR

The fiscal year shall run from January 1 through December 31.

ARTICLE XVI - BORROWING MONEY

For expenditures within the approved budget and during the fiscal year, the Executive Committee may authorize total borrowing not to exceed the greater of 1/12 of the approved budget or $50,000. During the fiscal year, the Chair and the Treasurer, acting jointly, may authorize borrowing not to exceed $10,000. The Treasurer shall report to the Executive Committee and the State Committee all loans at the next meetings of those Committees following the negotiation of any loan and, in addition, shall report on the status of all existing loans in the Treasurer’s quarterly report.

ARTICLE XVII - CONTRIBUTIONS TO CANDIDATES

The Executive Committee may authorize contributions to endorsed Democratic candidates from State Committee funds. The Treasurer shall report all such contributions to the State Committee at its next meeting following the authorizing of contributions.

ARTICLE XVIII – MEETINGS

The Chair in consultation with the Executive Committee shall determine meeting times. Meetings on a bi-monthly basis are preferred but in no event shall there be less than one meeting during each quarter of the calendar year. Other meetings of the State Committee may be called at any time by the Chair and shall also be called by the Chair upon the written request of eight State Committee members. Notice of all State Committee meetings shall be sent by electronic mail at least 10 days prior to said meeting to all State Committee members and alternates and shall state time, place and business to be transacted.

Questions of parliamentary procedure, if not herein provided for, shall be decided in accordance with the most current edition of Robert’s Rules of Order. Any ruling of the Chair may be appealed as provided by § 24 of Robert’s Rules of Order.

ARTICLE XIX - RESIGNATIONS

Any State Committee member or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the date and time specified therein, or if no time is specified, shall take effect upon receipt by the Chair or Secretary who shall record the resignation, noting the date and hour of its reception.

ARTICLE XX - FILLING OF VACANCIES

Any vacancies among the officers of the State Committee or members of the Executive Committee shall be filled at a meeting duly called for that purpose or at the next regular meeting of the State Committee. Any vacancy in the elective membership of the State Committee shall be filled from the county in which the vacancy occurs by vote of the appropriate county committee.

Persons selected shall serve for the balance of the unexpired term of the vacancy.

ARTICLE XXI - STANDING SUBCOMMITTEES

1. The following permanent subcommittees shall exist:

Budget and Finance, the Chair and Vice Chair of which shall be the Treasurer and Assistant Treasurer elected under these Bylaws, respectively;
Fundraising;
Message and Communications;
Platform
Field and Grassroots

2. The Chair shall designate the chairs of all subcommittees, except as provided in part (1) above.

3. The members of all subcommittees shall be appointed by the Chair who shall report the membership to the State Committee at the next State Committee meeting following the election of the State Chair.

4. Except as otherwise provided in these bylaws, chairs and members of any subcommittee need not be members of the State Committee.

5. The Chair may, from time to time, create or dissolve, with the approval of a majority of the Executive Committee, such ad hoc subcommittees as seem necessary.

6. The Chair may invite others as seem appropriate to meet with any subcommittee.

7. The term of all chairs and members of all subcommittees, except the Budget and Finance Subcommittee, shall terminate upon the election of a new Chair. The terms of the Chair, Vice Chair and members of the Budget and Finance Subcommittee shall terminate upon the election of a new Treasurer.

ARTICLE XXII - DUTIES OF STANDING SUBCOMMITTEES

1. The Budget and Finance Subcommittee shall be composed of the Treasurer (subcommittee chair), Assistant Treasurer (subcommittee vice chair), and from two to five additional members. At least half of the Subcommittee shall be members of the State Committee. Duties of the Subcommittee shall be to assist the Chair and Executive Director in crafting a budget for the Vermont Democratic State Committee and to review the progress, goals, and deviations of the budget as compared to actual results on a regular basis as determined by the chair of this committee. Specifically, the subcommittee shall:

a. With the Treasurer, establish and maintain procedures which ensure the control and disbursement of funds in a manner which ensures their security and which are in accordance with generally accepted and established accounting practices.

b. Present a proposed annual budget to the Executive Committee by December 1 for review and approval for consideration by the full State Committee. An adjusted budget shall be proposed by April 30.

c. See that a revised budget is prepared and submitted to the Executive Committee or the State Committee when income changes, expenses change, or other circumstances, in the judgment of the State Chair or the Treasurer, call for a revision to assure the effective operation of the State Committee.

d. Ensure accuracy of financial filings and reports.

2. The charge of the Fundraising Subcommittee shall be to assist the Chair, the Executive Director and the Finance Director in ensuring that adequate resources are available to carry out the annual plan of the State Committee and find ways and means of funding the budget of the State Committee.

3. The charge of the Message and Communications Committee shall be to advise the Chair and the Executive Director on matters of messaging through the media and facilitating communication with members of other Democratic committees as well as politically affiliated groups and the public at large. Specifically, the subcommittee shall:

a. Work with Party staff to keep the Democratic Party’s issues before the public in an effective way.

b. Share joint responsibility with the Chair to inform the electorate and promote the Party.

4. The Platform Subcommittee shall be composed of a minimum of five members. At least half of the Subcommittee shall be members of either the State Committee or an officer of a local county committee. The charge of the Platform Subcommittee shall be to facilitate the development and adoption of the platform of the Vermont Democratic State Committee as prescribed by Vermont statute (17 VSA §2319, et seq.). Specifically, the subcommittee shall:

a. Formulate a platform which, when approved by the State Committee, shall be presented to the Biennial State Convention. However, the official platform of the Vermont Democratic Party shall be that adopted at the Biennial State Platform Convention.

b. Ensure the implementation of a successful Biennial State Convention.

5. The Field and Grassroots Subcommittee shall be composed of a minimum of eight members. At least half of the Subcommittee shall be either county committee chairs or county committee vice chairs. The charge of the subcommittee shall be to facilitate and enhance participation in the Vermont Democratic State Committee by its membership and others interested in advancing the issues and candidates supported by the Democratic Party. Specifically, the Subcommittee shall:

a. Facilitate the biennial party re-organization process.

b. Each election year, participate in the development of a coordinated field program that includes county and town committees along with statewide and legislative campaigns and the Democratic Party Coordinated Campaign.

c. Develop training materials and training programs for those individuals who wish to participate in Party activities and campaigns.

ARTICLE XXIII - RESOLUTIONS

State Committee members may propose resolutions for State Committee consideration. Members proposing a resolution must send the full text of the resolution in the form in which it is to be considered to both the Secretary and Chair of the State Committee at least seven days prior to the meeting at which it is to be considered. The Secretary shall send the resolution in that form by electronic mail to all members and alternates of the State Committee at least 5 days before the meeting at which it is to be considered, and must send it by letter bearing a non-metered postmark at least 5 days before the meeting to those Committee members and alternates who have informed the Chair that they lack access to email. The Chair will determine whether to place proposed resolutions on the agenda for the full State Committee’s consideration, and will determine the order of consideration of resolutions on the agenda.

ARTICLE XXIV - AMENDMENTS

Every rule or bylaw may be amended by simple majority vote of those present and voting at any meeting of the State Committee, provided written notice of the intention to consider amendment of a specific rule and/or bylaw is provided to all State Committee members and alternates by electronic mail at least 10 days prior to the meeting. All approved rules, bylaws, and amendments thereto shall be filed with the Secretary of State, and the copies filed shall be the official copies.

ARTICLE XXV - ENDORSEMENTS

1. The State Committee shall only endorse candidates for statewide federal and state office and then shall not endorse any candidate for office prior to the Primary Election for such office, except as provided herein.

2. No motion to endorse any candidate shall be in order for consideration at any meeting of the State Committee unless the Chair shall have notified all members and alternates by electronic mail at least 10 days prior to the date set for said meeting, that a meeting will be held to act on a signed written request submitted by one or more candidates for a statewide office, which request was accompanied by the signature of not less than 10 members of the State Committee requesting such a meeting.

3. At such meeting the candidates seeking endorsement who have complied with the requirements of subsection (2) of this Article may address the State Committee for a time to be set by the Chair after which discussion of the motion to endorse shall be conducted in the regular order of business.

4. Motions for endorsement of one or more candidates for any statewide office shall fail unless it is supported by the written vote of not less than sixty-seven percent (67%) of the voting members and voting alternates attending such meeting.

5. At a meeting at which an endorsement is to be considered a quorum shall consist of not less than fifty percent (50%) of the membership of the State Committee. Upon a challenge to the presence of a quorum, the Secretary of the State Committee shall call the roll of members in attendance and shall certify the number of members (and alternates to non-attending members) who are in attendance and entitled to vote as well as the number required to support an endorsement.

6. Nothing in this provision, or any other provision of these bylaws, shall prevent the endorsement of more than one candidate for the same office.

ARTICLE XXVI - PERPETUITY OF BYLAWS

The term of existence of these bylaws as currently constituted, and as hereafter from time to time amended by the State Committee or changed by operation of law, shall be perpetual and shall remain in effect for succeeding State Committees.

This revised version adopted at Randolph, Vermont on September 22, 2012.