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, unless limited by language elsewhere in these Bylaws. 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

The State Committee is composed of the elected State Committee officers, the county committee chairs, the National Committeeman and Woman, and from each county one State Committee-woman 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. [see 17 VSA §2310]

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, NOTIFICATION OF MEETINGS

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 National committee man and woman and the newly elected County Chairs and two Committee members from each county (or their alternates) 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. [see 17 VSA §2312]

The members of the Executive Committee, nominated pursuant to Article VIII, shall be approved at the organizational meeting. All members of the Executive Committee shall serve until the next following organizational meeting or, if a vacancy occurs, until nominated and approved by the State Committee.

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 – DEMOCRATIC NATIONAL COMMITTEE MEMBERS

1. Election of a National Committeeman and National Committeewoman shall occur at the quadrennial State Convention, as referenced in Article XXVIII, in accordance with all state convention rules.  The terms of office for the National Committeeman and National Committeewoman shall begin on the day after the Democratic National Convention in the year in which the State Convention takes place, and shall continue for a term of four years, culminating on the final day of the following Democratic National Convention.

2. Vacancies on the Democratic National Committee which occur during the interval between State Conventions shall be filled by an election by the State Committee. The Chair shall schedule the election at the earliest meeting possible for which sufficient notice can be given. Election shall occur by secret ballot and be by majority vote.  The person chosen to fill the vacancy shall assume office when confirmed by the National Committee, and shall serve the remainder of the unexpired term.

3. A member of the National Committee may resign by giving written notice to the Chair of the State Committee and the Chair of the National Committee. A resignation so tendered shall be effective immediately upon receipt.

4. A member of the National Committee shall be removed after any three (3) consecutive absences from Democratic National Committee meetings or any three (3) consecutive absences from VDP State Committee meetings. Any member so removed may be a candidate in the election to fill the vacancy.

ARTICLE VI - 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 not be of the same gender as the State Chair. Officers shall hold office for two years or until their successors are elected.

ARTICLE VII - 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 VIII - QUORUM

A quorum for the transaction of business of the State Committee shall consist of not less than fifty percent (50%) of the voting members of the State Committee or their appointed replacement alternate.  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.

ARTICLE IX- 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 biennial organizational meeting, as described in Article IV;
• 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 plurality vote of the State Committee at the first meeting after the biennial organizational meeting, as described in Article IV.

The State Committee must approve all nominated Executive Committee positions listed.

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; and that State Committee members and alternates are alerted by either email or telephone of Executive Committee Meetings contemporaneously with Executive Committee members. Minutes of Executive Committee meetings shall be kept and distributed 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; review nominations for the annual Curtis Awards; and 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 X – 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 State Committee meetings be sent to all State Committee members and alternates at least 10 days prior to a meeting, and notice for all Executive Committee meetings, as required;

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 of 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 Article XXIII; 

10. To give timely notice to all Democratic town and county 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 XI – 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 assign.

ARTICLE XII - 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’s meetings is kept and filed with the Party office. These 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 similar action for other communications described in these Bylaws.

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 include the Bylaws of all County Committees in the State Committee’s records.  It is the responsibility of County Chairs to ensure that the Secretary has a copy of the county committee’s Bylaws, and to send copies of any adopted amendments to the Secretary no later than 10 days after their adoption.

The Secretary shall perform such other duties as the State Committee may assign.

ARTICLE XIII – 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; ensure that all debts and obligations of the Party are paid; provide the State Committee with an annual statement of the financial position of the Party; provide the State Committee a financial report at each State Committee meeting or quarterly, whichever is more frequent; and serve as chair of the Budget and Finance Subcommittee. The Treasurer shall also work with staff to ensure that all required federal and state financial reports are filed in a timely and accurate manner. 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 XVI - EXECUTIVE DIRECTOR

The Executive Director shall serve under the direction of the Chair and shall assist the Chair in their 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 XV - 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 and committee alternates of their inability to attend any State Committee meeting at the soonest possible date.

ARTICLE XVI - FISCAL YEAR

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

ARTICLE XVII - 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 each report as required by the Treasurer in Article XII.

ARTICLE XVIII - CONTRIBUTIONS TO CANDIDATES

The Executive Committee may authorize direct monetary contributions to Democratic candidates or candidates endorsed by the State Committee. The Treasurer shall report all such contributions to the State Committee at its next meeting following the authorizing of contributions.  Contributions must comply with all applicable campaign finance laws.

ARTICLE XIX – 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 XX - 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 XXI - 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 XXII - STANDING SUBCOMMITTEES

1. The following permanent subcommittees shall exist:

1. Budget and Finance, the Chair and Vice Chair of which shall be the Treasurer and Assistant Treasurer elected under these Bylaws, respectively;
2. Fundraising;
3. Message and Communications;
4. Platform
5. 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 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 XXIII - 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 their review and approval, and then for review, consideration and approval 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 six and no more than 10 members.  At least half of the Subcommittee shall be members or alternates of 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).  Specifically, the subcommittee shall: 

a. Review the Rules and Procedures for the biennial State Platform Convention, and propose them to the Convention for approval;

b. Formulate a draft Platform which shall be presented to the Biennial Platform Convention.

c. Ensure the implementation of a successful Biennial Platform Convention to consider and approve the Platform.

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 XXIV - RESOLUTIONS

State Committee members may propose resolutions for State Committee consideration. Members proposing a resolution must provide the full text of the resolution in the form in which it is to be considered to both the Executive Director and Chair of the State Committee, which must be received at least 12 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 10 days before the meeting at which it is to be considered, and must send it by letter bearing a non-metered postmark at least 10 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 XXV - AMENDMENTS

Every rule or bylaw may be amended by a two thirds 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, Platforms, Bylaws, and amendments thereto shall be publicly posted on the Party’s website, and physical copies shall be made available upon request.

ARTICLE XXVI - ENDORSEMENTS

1. The State Committee shall endorse only candidates for statewide federal and state office.

2.  The Chair of the State Committee shall call a meeting of the State Committee to be held not less than 15 days after the primary election filing deadline and at least 15 days before the Primary election for the purpose of voting on the State Committee endorsement of all candidates who have filed with the Secretary of State to run in Democratic Primary for statewide or federal office.

3. At any time after the primary, a statewide candidate who did not run in a Democratic Primary may request the endorsement of the State Committee by submitting to the Chair and the Executive Director a signed request for endorsement, accompanied by a petition signed by a minimum of 10 members and/or alternates of the State Committee in support of their endorsement.  The letter and petition must be received by at least 14 days before the next regularly scheduled State Committee meeting, unless the Chair determines a special meeting is necessary, in which case the notice requirements outlined in these Bylaws will apply for that special meeting.

4. At such meeting when an endorsement is to be considered, the consideration of endorsement shall automatically be on the agenda.  A motion to endorse is not necessary, nor are seconds.  The candidates or their chosen spokesperson may address the State Committee for a time to be set by the Chair. The Chair may allow for discussion regarding the endorsement of a candidate.

5. Any requests for endorsement of one or more candidates for any statewide office shall fail unless it is supported by the written vote of at least 2/3rds of the voting members and voting alternates attending such meeting who cast ballots.

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.

7. An endorsement of a candidate by the State Committee does not in of itself grant a candidate access to the resources of the Vermont Democratic Party.

ARTICLE XXVII - PLATFORM CONVENTION

1. On or before the fourth Tuesday in September in even-numbered years, upon the call of the Chair, a Platform Convention shall be held to make and adopt the Platform of the Party. In years when a Presidential election occurs, the Platform Convention shall be included as part of the Presidential elector selection process.

2. The members of the Platform Convention shall be the following individuals, who have full speaking and voting rights:

• Members of the appointed State Committee Platform Subcommittee
• The County Chair and State Committee Members and Alternates of each County
• Town Committee Chairs, or their designees
• Four elected representatives from each County Committee who need not be members of the County Committee
• The Vermont Democratic Party Executive Committee

3. Thirty days prior to the State Platform Convention date set by the Chair, the State Committee Platform Subcommittee shall submit to the Chair and each elected County Chair a copy of their draft Platform.

4. Thirty days prior to the State Platform Convention, each County Committee shall submit the names of their delegates to the State Platform Convention to the Chair.

5. Thirty days prior to the State Platform Convention, each Town Committee Chair shall submit the name of their designee to the State Platform Convention to the Chair.

6. The Chair must set the date for the State Platform Convention at least 60 days before the Convention is to take place.

ARTICLE XXVIII - QUADRENNIAL STATE CONVENTION

1. During presidential election years, the Vermont Democratic Party shall convene a quadrennial State Convention no later than May 31 of said year. Preparation for and participation in the State Convention shall follow all rules and by-laws of the Democratic National Committee.

2. Election of delegates to the Democratic National Convention shall be held at the quadrennial State Convention in accordance with all rules of the State Delegate Selection Plan as outlined and approved by the Democratic National Committee.

ARTICLE XXIX - PERPETUITY OF BYLAWS

The term of existence of these Bylaws as currently constituted, and as hereafter 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 Montpelier, Vermont on May 30, 2015.

Source: http://www.vtdemocrats.org/about/bylaws