Statement of Governance

Statement of Governance

Mission

Election Defense Alliance (EDA) was established as a national coordinating body to promote and support citizen activism at the local and state level to restore integrity and public accountability to the electoral processes of the United States. Our fundamental democratic right has been undermined by the use of computerized vote-counting systems that invisibly tally our ballots unobserved and unprotected from error and undetectable manipulation; EDA is dedicated to restoring citizen oversight and public control of our elections.

Contact Information

Mailing Address: 

Election Defense Alliance 82 Hutchinson Road Arlington MA 02474-1920

E-Mail Address:

[email protected] [1]  

Sponsorship

Election Defense Alliance is a sponsored project of the Columbus Institute for Contemporary Journalism (CICJ), of Columbus, OH, and abides by the terms of agreement with that registered 501(c)(3) nonprofit foundation.

Coordinating Council

1. The advisory body, the EDA Coordinating Council (CC), shall initially be appointed by the Executive Director. New appointments to the Council may be nominated by the Executive Director or by any member of the Council at any time, and shall be approved with a majority vote of the existing Council.
   
   1. The Council is not required but may choose, at any time, to hold Council elections through the general membership. Should such general elections be invoked, the Council shall produce and make public the protocols for ensuring fair and transparent elections.
2. The Coordinating Council shall serve without pay and consist of at least 10 members. This number may be changed at any time with consent of the majority of the Council.
3. Council members shall serve up to four 2-year terms.
4. The Council shall strive for diversity in its members: geographical, areas of expertise, ethnic and racial
5. Vacancies shall be filled by the Council, with the recommendation of the Executive Director, and with consent of the majority of the Council.
6. Council members with more than 50% of absences in any given fiscal quarter may be dismissed from the Council.
7.  A Council member may be removed from the Council by a two-thirds vote.  
8. Eligibility criteria
   
   1. May be affiliated with political parties but shall retain nonpartisan status on this Council
   2. Possess an acceptable level of knowledge and/or expertise and understanding and commitment to EDA’s mission and in the matter of constitutional voting rights and election integrity
   3. Provide assurance regarding time commitment for fulfilling Council duties
   4. Possess the ability to feel comfortable speaking up along with the ability to listen to other’s opinions
   5. Have the capacity to disagree with a Council decision but to support the decision and organization once the vote has been cast
   6. Additionally, certain Council members may have experience fundraising, or the ability to tap into high-dollar donors and/or knowledge of program evaluation
9. The Council shall be responsible for setting the policy for the organization.
   
   1. Creating or updating the mission and vision statements.
   2. Determining the organization’s programs and services.
   3. Approving the strategic plan.
10. The Council shall be responsible for monitoring the organization’s operations:
    
    1. Hiring and periodically evaluating the organization’s Executive Director.
    2. Working with and providing support to the executive.
    3. Approving major contracts and grants.
    4. Soliciting and reviewing program evaluations.
    5. Troubleshooting as necessary.
11. The Council shall be responsible for EDA’s finances:
    
    1. Approving the annual budget, annual report, etc.
    2. Approving all budget allocations over $500. The Director and/or the Executive Committee may approve expenditures equal to or below $500.
    3. Approving any recompense to consultants or employees.
12. The Council shall be responsible for serving as a public figure for the organization
    
    1. Fundraising, by directly donating to the non-profit and soliciting donations from others.
    2. Advocating for the organization.
13. The Council shall be responsible for fulfilling other Council responsibilities

Officers

1. The officers of the Council shall consist of a Chair, Secretary, and Treasurer nominated and elected by the Council.
2. Elected officers shall serve a term of one year. Elections will be held in February.

2.1 The Chair shall preside at all Council meetings, work directly with Executive Director, set meeting agendas, act as spokesperson for the Council, appoint committee members, act as mediator to resolve conflicts among members of the Council or EDA Staff, represent the Coordinating Council at public functions, and perform other duties as associated with the office.

2.2  The Secretary shall (1) record and maintain minutes of the proceedings of the Coordinating Council; (2) provide that all notices are served in accordance with these rules of governance or as required by law; (3) be custodian of the corporate records; (4) when requested or required, authenticate any records of the Council; (5) maintain a current registry of the postal and e-mail addresses and phone numbers of each Council member and to the extent possible, every Working Group member; (6) Maintain organizational documentation and data to be readily accessible and available in the secure online area, and (7) in general perform all duties incident to the office of Secretary and any other duties that the Chair or the Council may assign to the Secretary. The Executive Director may act as secretary.

2.3 The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed. The Treasurer is responsible for reporting the fiscal picture of the organization. The Treasurer shall: (1) have charge of and be responsible for all funds of EDA in accordance with instructions of the International Humanities Center (IHC) pertaining to acceptance and deposit of funds and arranging payments; (2) receive and give receipts for moneys due and payable to EDA from any source, and follow all procedures of CICJ regarding proper handling of funds, receipts, invoices, and all such records; (3) as required by CICJ submit the books and records to CICJ and on request to the Council; (4) make a report at each Coordinating Council meeting; (5) assist the Coordinating Council and Staff in preparation of budgets as requested, help develop fundraising plans, and make financial information available to Council members; and (6) in general perform all of the duties incident to the office of Treasurer and any other duties that the Chair or Council may assign to the Treasurer. Ideally, the Treasurer will have a background in accounting or finance.

Committees

1. The Executive Committee is comprised of 5 Council members. The Executive Committee is concerned with day-to-day decisions and decisions that need to be made between Council meetings.

Three of the five Executive Committee members are the Chair, Secretary and Treasurer of the Council. Executive Council members serve a one-year term and are selected annually at the February Coordinating Council meeting.

Initally, the person appointeed as Co-Director by the former sponsor, IHCenter, will also be a member of the Executive Committee. A fifth inital member will be elected by the full Council.

2. The Coordinating Council may appoint standing and ad hoc committees as needed.

Meetings

1. Coordinating Council
   
   1. Regular meetings shall be held on a monthly basis at minimum.  Unless specified otherwise and agreed upon by the Council, meetings shall be held by telephone conference call, provided all persons entitled to participate in the meeting receive proper notice of the arrangement. A Council member participating in a conference telephone meeting is deemed present in person at the meeting. The Chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
   2. Special meetings may be held at any time when called for by the Chair, by a majority of Council members, or by the Executive Committee.
   3. Agendas shall be provided by the Chair and sent out by the Secretary in advance of meetings. Any participant in Election Defense Alliance may submit an agenda item to the Secretary for inclusion in the next Council meeting, and may also submit briefing information to all Council Members regarding the agenda item.
      
      1. For record keeping purposes, the agenda shall contain the following items:
      2. Date
      3. Starting time and Ending time
      4. Items to be covered during the meeting.
      5.  
   4. A Quorum of the Coordinating Council is one more than half the members. 
   5. Decisions are determined by a majority of votes.
2. Executive Committee
   
   1. Meetings of the Executive Committee (EC) will take place by telephone conference call as seen necessary by either the Chair, the Executive Director, or the EC itself. 
   2. If any EC member is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these rules of governance, the Coordinating Council may from time to time delegate the powers or duties of such officer to any other officer or any Council member or any other person it may select.
   3. Three members constitute a quorum of the five-member Executive Committee.

Voting

1. A majority of Council members constitutes a quorum.
   
   1. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
2. Passage of a motion requires a simple majority (ie, one more than half the members present).
3. Voting may take place via the CC listserv when a decision is needed and no meeting is being held.

Conflict of Interest

Any member of the Council who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Council, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Council to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. 

“Staff”

Director  
The Director has day-to-day responsibility for the administration of EDA business and duties determined by the Council. The Director is the liaison with our fiscal sponsor, International Humanities Center. The Director is a nonvoting member of the Coordinating Council, unless the Council chooses the Director to also be the Chair. The Director will attend all Council meetings, report on the progress of the organization, answer questions of Council members and carry out the duties described in a job description prepared and approved by the Coordinating Council. The Coordinating Council may designate additional duties of the Director as it deems necessary. The Director shall have full authority for supervision of employees of the Council, if any.

If the Coordinating Council wishes to have an “internal EDA”Director different from the Director appointed by IHCenter, they can so vote. The Council shall have sole authority to hire or dismiss such an “internal” Director by a majority vote.

The Coordinatoing Council shall determine any Director's compensation, if any.

Webmaster  
The Webmaster will be hired by the Coordinating Council, to design, update, and maintain the structure, content and functionality of the Election Defense Alliance website.  The Webmaster will create and maintain a secure password-protected online area to hold EDA data and documentation accessible to the Council and Director with appropriate secure log in credentials. The Webmaster may also be asked to manage the EDA e-mail subscription list and coordinate distribution of periodic EDA e-newsletters and announcements. The compensation of the Webmaster and any terms of employment shall be determined by the Council.

Additional Staff  
The Director or any Coordinating Council member may propose additional hired staff positions, hours, and compensation for the approval of the Coordinating Council contingent on funding availability and budget allocation.

Hiring  
The hiring process including employment interviews shall be conducted by the Director and two members of the Coordinating Council. All new hires shall be approved by the Executive Committee following consultation with the full Council. Election Defense Alliance is an Equal Opportunity Employer and does not discriminate on the basis of race, religion, gender, age, sexual orientation or party affiliation.

Use of the Election Defense Alliance Name and Logo 
Whenever a member wishes to use the Election Defense Alliance name and/or logo, it must receive written and verbal confirmation from the Executive Committee. The Executive Committee will direct the member whether or not the materials require inclusion of the name of the fiscal sponsor as well.

Fiscal Policies

The fiscal year of the Council shall be July 1 through June 30. 

Amendments

These by-laws may be amended by a two-third vote of Council members present at any meeting, provided a quorum is present and a copy of the proposed amendment(s) are provided to each Council member at least one week prior to said meeting.  

These rules of governance were adopted on 3/4/2010 by a unanimous vote of the Coordinating Council.