Bylaws.md

BYLAWS OF NON-PARTISAN DELAWARE

NAME & ORGANIZATION

1. This organization, registered as a political committee titled “Non-Partisan Delaware”, CFID: 03004601, shall be known as Non-Partisan Delaware, which may be abbreviated “NPD”. It is the regularly organized governing organization of the NONPARTISAN party as reported by the Delaware Commissioner of Elections.
2. It may also be referred to as “NonPartisanDE”, "NonPartisanDE.org", or "@NonPartisanDE".
3. Non-Partisan Delaware shall be established as an unincorporated association governed by the laws of the United States and the State of Delaware, as well as these bylaws.
4. The Governing Board established in §4 may, by a 4/5ths vote, alter the corporate structure of Non-Partisan Delaware. Any such restructuring must be reversible.
5. Non-Partisan Delaware shall be registered as a political committee with the Delaware Commissioner of Elections, CFID: 03004601. The acting Treasurer shall maintain this committee and ensure the timely submission of all required reports.
6. If the Commissioner of Elections unilaterally amends the established committee’s Statement of Organization, the acting Treasurer shall create a new committee whose name and CFID will automatically override the one listed in §1.a & §1.d.

PARLIAMENTARY AUTHORITY

1. These Bylaws as interpreted by the Governing Board established in §4 shall be the final parliamentary authority regarding NPD operations except as prohibited by law.
2. Other sources of parliamentary authority may be offered as persuasive authority in situations where these Bylaws are silent, but the will of the majority shall be controlling.
1. Such rulings and appeals shall be publicly cataloged and carry the full force and effect of these Bylaws unless and until they are overturned by amending these Bylaws to render them moot or by following the process outlined in §2.c.
3. Where these Bylaws or previously rendered rulings are explicit according to a ruling of the acting Chair, a 2/3rds vote will be required on two separate motions to appeal and overturn the chair’s ruling no less than 14 days and no more than 90 days apart.
1. The first vote to amend these bylaws shall be considered provisionally overturning the ruling of the chair, where failing the second vote may effectively rescind overturning the initial ruling and uphold the ruling retroactively if possible.
2. Failure to pass a second motion within 90 days of the first shall rescind the ruling.
3. Passing a second motion less than 14 days after the first shall be null and void.
4. Votes under this process which have been cast by the membership, in the proper forum, may be ratified by the Governing Board, and vice versa.
5. These rulings and appeals shall be publicly cataloged and carry the full force and effect of these Bylaws unless and until they are overturned by amending these Bylaws to render them moot or by following the process outlined in this section.

NATIONAL AFFILIATIONS

1. Non-Partisan Delaware is a Delaware political party serving the people of Delaware, independent of any national organizations, affiliations, or political parties.
2. Non-Partisan Delaware may not be merged into or permanently affiliate with any other organization except in the event that there are no active members.
3. The determinations of any external organizations shall not be considered mandatory authority by Non-Partisan Delaware except when required by law.
4. This article may not be amended except by a unanimous vote of the Governing Board and any amendments must consistently assert the independence of NPD from any national associations.

MEMBERSHIP

1. The founding members’ names shall be preserved from the minutes of the meeting where these bylaws are adopted.
2. The Governing Board of Non-Partisan Delaware established in §4 may approve additional memberships or revoke existing ones by a majority vote. This is the full extent of the due process required for the revocation of membership.
3. Members must align their party registrations with any requirements set forth by a 2/3rds vote of the Governing Board within 14 days of the vote or forfeit their membership.
1. Forfeiture of membership may be waived if the member is unable to comply.
4. All members shall have the right to resign their membership.

GOVERNING BOARD

1. The Governing Board shall be responsible for directing the operations of Non-Partisan Delaware and may establish policies which shall have the full force and effect of these Bylaws, but may not alter these Bylaws unless notice has been provided ahead of time as required in §9 and motions are passed as described in §2.c.
2. A quorum of the Governing Board shall be the greater of 40% or 6 members, or a majority if it is less than six.
1. When quorum is 6 or more, at least one member must be present from each county to constitute a proper quorum.
2. The quorum and majority for issuing a notice without taking action shall be 2.
3. Should membership of the Governing Board fall below the higher of 10 or 5% of total members, new members may be elected by a majority vote of the remaining members of the Governing Board and from amongst the membership of Non-Partisan Delaware.
4. Members of the Governing Board must submit themselves for re-election by the other members after no more than four years, but may choose to do so after two.
1. Only members are eligible to serve on the Governing Board.
2. A member may provide 30 days notice after two years and up to 30 days before four years from the beginning of their term, or the Governing Board may vote with a majority providing notice of an upcoming election for that member.
3. Elections will remain open until all members of the Governing Board have voted.
4. Filled vacancies will expire at the end of the original term.
5. Following an election, the terms of new Governing Board members shall begin on December 1st, with the terms of previous members expiring on January 15th.
6. During any transition, both members will serve together to train the successor.
1. The predecessor will vote on the Governing Board with the successor serving as an alternate until the expiration of the predecessor’s term.
7. “None of the Above” shall always be an option in these elections.
1. If “None of the Above” wins an election, the position shall remain vacant pending a new election no less than 14 days later. Any candidate not elected until after the beginning of their term will still be required to run for reelection as if they had begun their term on time.
8. Members of the governing board may appoint another member as proxy.
9. The remaining Founding Members of the Governing Board of NPD shall complete the initial period of their terms, opening the window described in item (b) above, on the following annual schedule:
• 2023 - Will McVay, Mary Pat Dittmeyer
• 2024 - Nicole Shaw, John Machurek
• 2025 - Joe DiPasquale, Aarika Nelson
• 2026 - Steve Newton, David Rogers
• 2027 - Gwendolyn Jones, Roger Stemler, James Brittingham

This section shall be automatically amended to remove Founding Board Members who have been replaced or reelected, and deleted when the list is emptied.

5. If 40% or more members of the Governing Board reside in the same county, no new members may be elected from that county.
6. Members of the Governing Board may be removed by a majority vote of the other Governing Board members. The target of the removal may not vote or participate in any motions or votes while their removal is under consideration, but may debate the motion.
7. Should the membership of the Governing Board fall to one, the remaining member may unilaterally direct Non-Partisan Delaware without reference to these bylaws until such time as it is dissolved or there are at least 2 members of the Governing Board.

AGENTS AND OFFICERS, STAFF AND SUBCOMMITTEES

1. The Governing Board shall assign agents and officers by a majority vote. Revocation of these assignments shall require a 2/3rds vote.
2. If no agent or officer candidates can receive a majority vote or upon expiration of a current agent’s term, the Treasurer of Non-Partisan Delaware’s political committee or its successor committee as described in §1.e or §6.c(i) shall be the default agent and have custody of all Party property not assigned to another agent.
3. The Governing Board shall maintain a line of succession for the Treasurer position with at least one individual ready to serve as Treasurer should the position become vacant.
1. Within 30 days of the beginning of their term or prior to the next reporting deadline, a new Treasurer must certify to the Governing Board that they have gained access to the existing Delaware political committee or created a new one.
2. The Treasurer shall be responsible for ensuring that all campaign finance reports are completed on time, and may delegate to others for training purposes.
4. The Governing Board shall be empowered to create subcommittees and staff positions and assign personnel and tasks to these positions in order to exercise their authority.
1. A review of these assignments must be performed at least every two years.
2. By a vote of at least 1/3rd of the Governing Board, a staff member or committee member may be suspended for no more than 14 days, during which time the Governing Board must vote on a 2/3rds motion to remove or restore them to their position. At the end of 14 days, if they have not been removed, they shall be automatically reinstated.
5. Agents and officers will have custody of Non-Partisan Delaware assets and responsibilities for deploying them to advance Non-Partisan Delaware’s goals.
1. All agents must sign waivers acknowledging the Party’s ownership of said assets, agreeing to non-disclosure of proprietary information, and guaranteeing the assets’ return upon resignation or removal as well as recovery of damages in the event of a contract violation requiring legal action to correct.
2. Any assets developed for Non-Partisan Delaware’s use shall remain the property of their creators unless they explicitly transfer ownership of that property, at which point Non-Partisan Delaware shall assign an agent for its maintenance.
3. Any assets assigned to an agent who is unable to secure possession of them from the previous agent shall have Non-Partisan Delaware’s full authority to pursue a claim against the individual possessing the asset to secure its return.
6. Agents may delegate to others but shall be responsible to the Party for their delegates’ conduct and compliance with Party policies and these Bylaws.
7. At each meeting of the Governing Board or its subcommittees, a Chair and Secretary Pro-Tem will be selected for the duration of the meeting by a majority vote.
1. If nominations occur as a result of these meetings, these individuals shall be the presiding officers for the purpose of filing certificates of nomination and certificates of party title to the Commissioner of Elections.
2. These temporary officers may also submit certificates of party title to the Commissioner of Elections on behalf of Non-Partisan Delaware when directed.

STRATEGIC PLANNING AND ELECTIONS

1. No later than February of each odd year, the Governing Board shall approve a strategic plan for the next two years. This document should include:
1. Reflections and analysis on the most recent election.
1. Statistical analysis of our impact.
2. Assessments, lessons learned, useful strategies, victories, failures.
2. Legislative and electoral priorities for the next two years.
1. Legislation, potential sponsors, supporters, opponents.
2. Areas to focus on candidate recruitment and polite harassment.
3. An audit of the funds spent and donated for our supported candidates.
1. Bang for our buck, top donors, most efficient, most successful.
4. Budget analysis, projections, and goals.
1. What did we get, what do we need, how do we get it.
2. The Governing Board shall conduct nominations and endorsements.
1. The Governing Board of NPD may nominate and endorse candidates as the Nominating Convention of NPD.
2. Nominations completed prior to the beginning of an election year shall be deemed to have occurred on the first day of an election year and may only be rescinded in the interim by a 2/3rds vote of the Governing Board.
3. The Governing Board may charter county committees following the release of the strategic plan for the sole purpose of conducting candidate interviews, nominations, and endorsements at the county level and below. These committees shall dissolve following the deadline to nominate candidates and recreated from scratch for the next election. Any county level nominations may be overturned by a 2/3rds vote of the Governing Board within 48 hours.
4. The organizing convention may nominate candidates for any position and shall select a presiding chair and secretary for each county to complete nominations. This section shall be automatically deleted following the next general election.
3. The Governing Board shall develop a contact list for each election precinct in Delaware to facilitate targeted calls to action and develop face to face relationships with legislators through its members, to facilitate candidate recruitment and information gathering, and to create institutional knowledge of election geography. A report shall be published no less than annually showing progress towards this goal.
4. The Governing Board shall publish information no less than quarterly regarding its activities, needs, accomplishments, and current priorities.

MEETINGS AND ACTIVITIES

1. The Governing Board of Non-Partisan Delaware shall establish an internet chat community for facilitating communication between party members. This will serve as the default venue for meetings of the Governing Board and as a collaboration space.
2. The Governing Board shall join in at least one live meeting per quarter, which may be scheduled by a majority vote providing at least 7 days notice. If no motion is passed specifying a different time and location, the Governing Board shall meet on the third Sunday of the last month of each quarter. All staff, subcommittees, and other operational areas of the organization should submit reports no later than the end of the first month of each quarter for consideration at the next regular meeting.
3. The Governing Board and other subcommittees of Non-Partisan Delaware may also conduct business asynchronously through an email list or some other publicly viewable forum. In order to conduct business in this fashion at least 1/3rd of the Governing Board must sponsor any main motion. A properly sponsored motion in this forum may remain in a pending state for at least 24 hours to handle any amendments, discussion, or other subsidiary motions, or the vote may be called early but no less than 3 hours from the time it was sponsored once a majority of the Governing Board has sponsored the motion. The vote may be called immediately upon request by 2/3rds of the Board.
4. Once a vote is called, it shall remain open for 48 hours or until all votes have been received. Once a motion is passed, even if the time has not elapsed and all votes have not been received, business can continue in parallel to the remaining votes.
5. A majority of the Governing Board can sponsor a notice at least 7 days in advance and call a special real time meeting in addition to the quarterly meetings. 2/3rds of the Governing Board can sponsor a notice at least 24 hours in advance and call a more urgent meeting. Both of these motions must provide an agenda that cannot be suspended. These meetings may not extend for more than one hour without a 2/3rds vote of the entire Governing Board agreeing to extend time to a new specific end time.
6. Any member of the Governing Board, including a chair pro tem in a real time meeting, may make motions for consideration. Motions in real time meetings shall require one second for each complete set of 15 members on the Board.
7. Governing Board members may make discrete motions private to the Board that will not be released for a year unless that time period is specifically adjusted by a majority vote.
8. Motions related to the Strategic Plan described in §7.a shall only go public with the consent of 2/3rds of the Governing Board.
9. Once a motion is published, it should be indexed and tracked on a public list.
10. Members of the Governing Board shall establish and attend regular events in all three counties open to all members and prospective members and allies to conduct outreach, intake and onboard volunteers and staff, plan strategy, develop relationships, and provide a town hall/open discussion forum to promote the views and activities and endorsed candidates of Non-Partisan Delaware. Failure to attend at least four such events throughout a single year will result in forfeiture of that member’s Board seat.

NOTIFICATIONS AND AMENDMENTS

1. Notifications to the Governing Board must be provided by email and over the chat forum established in §8.a on their own channel and must be clearly legible.
2. Members of the Governing Board who unsubscribe from the mailing list or leave the chat server are still presumed to have received all notifications.
3. Amendments to these Bylaws shall occur by two votes of at least 2/3rds of the entire Governing Board at least 14 days but no more than 90 days apart. Both motions must be notified to the Governing Board and published to party communications channels.
4. Any portion of these Bylaws or any other documents extending them or governed by them denoting a vote requirement higher than the number of votes required to amend the Bylaws or underlying document itself shall require the higher vote threshold to amend that section to meaningfully undermine the threshold requirements.
5. Following the passage of an amendment to these Bylaws, the Governing Board has 30 days to bring the organization into compliance with the amended Bylaws or may, by a majority vote, revert the amendment if compliance proves to be impossible.
6. Any amendments reverted in this fashion shall be deemed to have been notified as required to consider them again 14 to 90 days following their reversion.
7. The purpose and effect of an amendment must remain consistent between the two amending motions, though narrowly tailored or grammatical changes are permitted.
8. A change log shall be maintained tracing all amendments to these Bylaws and retaining copies of previous versions. This change log shall be publicly accessible.
9. The most recent version of the Bylaws should include links to the resources described by them once those resources are created and approved by the Governing Board.
10. For the first two years of Non-Partisan Delaware’s operations, amending the Bylaws shall only require a single 2/3rds vote of the Governing Board, irrespective of all other requirements. This section shall be automatically deleted at the end of that year.