Proposed By Laws of South Dakota UDO
BYLAWS OF Ultra Democratic Organization of South Dakota
ARTICLE I - NAME, PURPOSE
Section 1: The name of this nonprofit association shall be Ultra Democratic Organization of South Dakota, hereinafter called UDO.
Section 2: UDO is organized exclusively for charitable, scientific and educational purposes. The purpose of UDO is to establish UDO Assemblies in all the precincts and counties of South Dakota, as well as a Statewide UDO Assembly. Each Assembly will discuss and pass one to three Resolutions each year. Each Assembly is a separate unit of UDO, subject to the direction and supervision of the Board of Directors. Each Assembly shall determine how the dues and donations given to each Assembly shall be spent. Each Resolution shall not be a mere voicing of opinion, but rather a statement of what each Assembly intends to do each calendar year, as far as accomplishing the humanitarian or scientific goal of each Resolution. Another purpose for UDO is to let the world know about the Resolutions, which ones were accomplished, as well as any ideas for any other Resolutions that other UDO Assemblies, groups or individuals might decide to do. A third purpose of UDO is to research and discuss the writings and ideas of Thomas Jefferson, Theodore Roosevelt, Mark Twain, Bill Clinton, Al Gore and Lysander Spooner, and to see which of these ideas might be applied practically to the Precinct, County and State UDO Assemblies.
ARTICLE II - MEMBERSHIP
Section 1: Eligibility for Voting Membership shall be open to any resident of South Dakota of the age of 18 years or older that supports the purpose statement in Article I, Section 2, and who signs a statement to that effect. Voting Membership is granted after completion and receipt of an UDO Statement of Purpose signed by the person seeking membership, and payment of annual dues. All memberships shall be granted upon a majority vote of the Board of Directors or the Executive Committee, either at a weekly meeting, monthly meeting, or by e-mail in between meetings.
Section 2: Annual dues: The amount required for annual dues is 5 cents, due at the time of applying for membership, and also by February 28 of each calendar year. Dues are good for one calendar year. The annual dues may be increased or decreased by a majority vote of the Board of Directors at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Section 3: Rights of members: Each member shall be eligible to cast one vote in all UDO annual elections.
Section 4: Resignation: Any member may resign by filing a written resignation with the Secretary. A member can have their membership terminated by a majority vote of the membership at an annual meeting of UDO.
Section 5: Nonvoting membership: Eligibility for Nonvoting Membership shall be open to any resident of South Dakota between the age of 10 and 17 that supports the purpose statement in Article I, Section 2, and who signs a statement to that effect. Any citizen of the United States of the age of 18 or older shall also be eligible to apply for Nonvoting Membership in the same manner above. Nonvoting Membership is granted after completion and receipt of an UDO Statement of Purpose signed by the person seeking membership, and payment of annual dues. All Nonvoting memberships shall be granted upon a majority vote of the Board of Directors at their weekly meeting.
Section 6: Eligibility of members for UDO offices and UDO Assembly offices. All voting members of UDO shall be eligible for any UDO office and any UDO Precinct, County or State Assembly office. All Nonvoting South Dakota members who are between the age of 10 and 17 shall be eligible to be elected to any UDO Precinct, County, or State Assembly, where they shall serve in an advisory capacity only. All Nonvoting South Dakota members may propose and discuss ideas, but shall not vote on Resolutions or any other matter coming before the Assembly. All Nonvoting members from the other 49 states or the District of Columbia may be elected to any UDO office or any UDO Precinct, County or State Assembly offices. They may not vote at any Assembly, and they are eligible to be elected to only one UDO or UDO Assembly office.
ARTICLE III - MEETINGS OF MEMBERS
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. At the annual meeting, the Voting members shall elect officers and Directors (if the term of a director is expiring), receive reports on the activities of UDO, and determine the direction of UDO for the coming year.
Section 2: Special Meetings. Special meetings may be called by a simple majority of the Board of Directors.
Section 3: Notice. Notice of each meeting shall be given to each voting member and nonvoting member, by e-mail or by notice on the UDO website , not less than fourteen days before the meeting.
Section 4: Quorum. The voting members present at any properly announced meeting shall constitute a quorum.
Section 5: Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of UDO, and delegates responsibility for day-to-day operations to the President, Vice President, Secretary and Treasurer and committees. The Board shall have up to three and not fewer than one members. The board receives no compensation other than reasonable expenses.
Section 2: Terms: All board members shall serve five year terms, but are eligible for re-election for up to 16 terms.
Section 3: Meetings and notice:. The Board shall meet at least monthly, at an agreed upon time and place. This meeting can take place in person, by telephone or by Instant Messenger on the internet. An official board meeting requires that each board member shall have written notice at least 14 days in advance, or each board member receives notice by e-mail or by viewing the notice on the UDO website or UDO Yahoo! Group.
Section 4: Board Elections. New directors and current directors shall be elected or re-elected by voting members at the annual meeting. This will occur as the first item of business at the annual meeting of UDO. Directors will be elected by a simple majority vote of the Voting members present at an annual meeting. Any Voting member of UDO is eligible to be elected to the Board of Directors, when vacancies occur.
Section 5: Quorum. A quorum must be attended by at
least 60 percent of the Board members before business can be transacted or motions made or passed.
Section 6. Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other officers to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements by mail, e-mail or UDO website, distributing copies of minutes and the agenda to each Board members, and assuring that UDO records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and UDO members.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received by the Secretary at least two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has six unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or two-thirds of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance, or by e-mail or by announcement on the UDO website.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising or publicity. The Board Chair appoints all committee chairs.
Section 2: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which shall include one to three other Board members. The Finance Committee is responsible for developing and reviewing a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of UDO shall be made available to the membership
Section 4: UDO Assemblies Committee. The Assemblies Committee shall include one to three Directors. The Assemblies Committee shall approve of the rules by which the UDO Precinct, County and State Assemblies operate. This Committee shall meet one or more times per calendar year.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements at least 14 days before the next scheduled Board meeting.
These Bylaws were approved at a meeting of the Board of Directors of UDO by a two-thirds majority vote on December XX, 2004.