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--- D R A F T --- Constitution of the Coalition for Democracy of Central New York DRAFT Article I. Name. The name of this organization shall be the Coalition for Democracy of Central New York. Article II. Constitution. This constitution formally establishes the organization. The provisions of this constitution shall control and govern all matters affecting the organization, other documents or instruments notwithstanding. Article III. Purpose. The Coalition for Democracy seeks to provide a strong, unified, grassroots voice in upstate New York to promote societal and environmental agendas that truly "provide for the general welfare", as referred to in the U.S. Constitution. The values guiding the Coalition are: Integrity, Justice, Freedom and Compassion. ---Integrity demands of us, our public officials and our institutions responsibility, transparency, openness and accountability. Article IV. Powers. Subject to the provisions of this constitution, the organization shall have full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law. Without limiting the generality of the foregoing, the organization shall have all rights and powers of any unincorporated association under the laws of the State of New York. Article V. Financial Limit. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, any member, officer, or any other private person. All of the assets and net earnings of the organization shall be used to further the above-stated purpose. Article VI. Activities. The activities of the organization shall be undertaken primarily to promote the common good and general welfare of the community. The organization's activities shall comprise community outreach, education, lobbying, and the like for the above-stated purpose. Article VII. General Limits. The organization shall not, except to an insubstantial degree, carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(4) of the Internal Revenue Code (or such statutory provision that may supercede said section 501(c)(4)). Article VIII. Membership. Membership is open to all persons who request membership and who evidence an interest in achieving the above-stated purpose of the organization and share the above-stated values of the organization. Article IX. Organization and Governance. The organization shall have four officers: two Co-Chairs, one Secretary, and one Treasurer. The Co-Chairs shall be responsible for calling and chairing business meetings and shall have such other powers as may be set forth in the by-laws or as may be granted by a majority vote of those present at a business meeting. The Co-Chairs shall be elected for staggered terms of two years. Either or both Co-Chairs can be recalled by votes taken at two consecutive business meetings. The Secretary shall record meeting notes and perform such other duties as are customarily performed by an association secretary. The Treasurer shall receive and account for receipts and expenditures and perform such other duties as are customarily performed by an association treasurer. The Secretary and Treasurer shall each serve at the pleasure of the membership. The business of the organization shall be conducted at business meetings to be announced to the membership in advance and to be open to all members in good standing. Such business meetings shall be held at least once per calendar year. The activities of the organization shall be carried out primarily by such committees as the organization may endorse. Article X. By-Laws. The organization may choose to adopt, and from time to time amend, by-laws setting forth operational rules for the conduct of the organization, including, for example, meeting schedules, procedures for elections of officers, specific membership criteria, and the like, provided that such rules are consistent with this constitution. Article XI. Formation and Termination. This organization has been in existence since April 2005 and has been operating consistently with this constitution since then. This constitution, however, shall formally take effect upon approval of two-thirds of the members present at a business meeting. Unless sooner terminated as provided in the By-laws, the existence of the organization shall terminate when there are fewer than five members of the organization. Article XII. Dissolution. Upon the dissolution of this organization, after paying or making provisions for all its obligations and liabilities, all of the assets of this organization shall be distributed by the officers to an organization that is organized and operated exclusively for promotion of the social welfare and that at the time qualifies as an exempt organization under section 501(c)(4) of the U.S. Internal Revenue Code (or such statutory provision that may supercede said section 501(c)(4)). Any such assets not so disposed of shall be distributed, by the order of any New York Court with jurisdiction. Article XIII. Amendment. This Constitution may be amended by the vote of a two-thirds majority of the members present at a business meeting, at least two weeks prior to which notice that such amendment would be put up for a vote of approval was provided to the membership. Adopted and effective on the ___ day of _____, 2007 by vote of two-thirds of the members present at the organization's business meeting conducted on said date.
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