Constitution and By-Laws of the
Chicago Democratic Socialists of America

ARTICLE I NAME, TERRITORY, OFFICE
Section 1 Name The Name of this organization is the Chicago Democratic Socialists of America, Inc., an Illinois not-for-profit corporation, hereinafter referred to as "CDSA" or "The Corporation."
Section 2 Territory The Corporation shall conduct activities in the greater Chicago area within the territory defined by the charter granted by the national Democratic Socialists of America to the Chicago Local DSA.
Section 3 Office The principal office of The Corporation shall be in Chicago, Illinois. This office shall direct CDSA activities and be the repository for all CDSA records.

ARTICLE II PURPOSE
The purpose of The Corporation shall be to organize the activities of the members of the Democratic Socialists of America. Its activities shall include education and advocacy. We share a vision of a humane social order based on popular control of resources and production, economic planning, equitable distribution, feminism, racial equality and non-oppressive relationships.

ARTICLE III MEMBERSHIP
Section 1 Definition All members in good standing of the national Democratic Socialists of America who reside in the greater Chicago area within the territory defined by the charter granted by the national Democratic Socialists of America shall be members of CDSA.
Section 2 Rights and Privileges All members in good standing of the Democratic Socialists of America in the greater Chicago territory defined above shall have a vote on the election of CDSA delegates to national DSA bodies, CDSA officers and questions, and may stand for CDSA office.
Section 3 Local Dues CDSA may establish local dues by a vote of the membership of CDSA called together for the purpose of establishing such dues. Such dues are for financial support only and confer no rights or privileges.

ARTICLE IV LOCAL MEETINGS
Section 1 Membership Convention CDSA shall hold its membership convention annually in the month of June. Written notice and an agenda of the membership convention shall be mailed to all members fourteen (14) days in advance of the convention. The membership convention shall elect officers, adopt an annual budget and set priorities through resolution(s).
Section 2 Membership Meetings CDSA shall hold membership meetings at least three times annually, the time and place of which shall be set in a schedule published and distributed by the Executive Committee. Membership meetings will set CDSA policy and work priorities within the guidelines set by the membership convention and will include political education sessions. The Executive Committee shall set the agenda for membership meetings.
Section 3 Quorum Ten percent (10%) of the CDSA members in good standing constitutes a quorum and is required for the transaction of business at a CDSA membership meeting.

ARTICLE V LOCAL OFFICERS: POWERS AND DUTIES
Section 1 Definition The officers of CDSA shall be the two Co-Chairs (one male, one female), the Secretary, the Treasurer, and the Political Education Director.
Section 2 Co-Chairs The Co-Chairs shall be the chief executive officers of CDSA. They shall preside over membership and Executive Committee meetings, and shall assume the powers and duties of the presiding officers as specified in Roberts Rules of Order. The Co-Chairs shall be the official public spokespersons for CDSA and shall initiate such actions and policies as the membership may demand.
Section 3 Secretary The Secretary shall be responsible for the taking of minutes of the membership conventions and meetings and the Executive Committee meetings, and shall maintain supervision over these minutes, resolutions, reports, other official records and seal. The Secretary is responsible for ensuring that adequate notice is given to the membership prior to membership meetings and the membership convention.
Section 4 Treasurer The Treasurer is responsible for maintaining the funds and financial records of CDSA. All funds collected shall be turned over to the Treasurer who shall deposit them in a bank account under the name of Chicago Democratic Socialists of America. The Treasurer prepares an annual fiscal-year budget for approval by the membership convention and delivers the annual financial report to the Membership Convention. The Treasurer prepares and submits financial statements to the Executive Committee for their review at least quarterly.
Section 5 Political Education Officer The Political Education Officer shall be responsible for the educational work of CDSA. The Political Education Officer shall arrange CDSA formal political discussions, study groups within CDSA, and forums.
Section 6 Term of Office Officers shall be elected to two-year terms which are staggered according to odd and even years beginning in the year 1991. The male Co-Chair and the Secretary shall be elected in odd numbered years. The female Co-Chair, the Treasurer and the Political Education Officer shall be elected in even numbered years. The term of office runs from July 1 through June 30.

ARTICLE VI EXECUTIVE COMMITTEE
Section 1 Composition The Executive Committee shall consist of the elected officers of CDSA as defined in Articles V above, and elected representatives of each Branch of CDSA. Each Branch shall be entitled to one (1) representative to the Executive Committee except for Branches defined by territory. Branches defined by territory are entitled to one (1) representative for every fifty (50) members. CDSA shall strive for gender and cultural balance at all times.
Section 2 Function, Powers and Duties The Executive Committee is the executive body of CDSA. The Executive Committee administers the affairs of CDSA and oversees the implementation of the decisions of the membership convention and membership meetings. It proposes policies and activities to the membership; receives reports from committees and Branches; advises committees and Branches on policy issues; assigns temporary duties to Executive Committee members or ad hoc committees; calls emergency meetings of the membership; and acts on any matter requiring immediate attention by CDSA. All actions taken by the Executive Committee are subject to ratification or amendment by the membership at the next membership meeting or the next membership convention.
Section 3 Meetings The Executive Committee shall meet at least once each month or more frequently as determined by a prior Executive Committee meeting or the call of the Chairs upon consultation with any three (3) other members of the Executive Committee. All members of the Executive Committee must be given four (4) days oral or written notice of regular Executive Committee meetings. Under extraordinary circumstances, a twenty-four (24) hour notice may be given.
Section 4 Quorum Fifty percent (50%) of the members of the Executive Committee constitutes a quorum and is required for the transaction of business by the Executive Committee.
Section 5 Meeting Minutes Minutes of all Executive meetings, membership meetings and the membership convention are mailed automatically to all members of the Executive Committee. Copies of meeting minutes are available to any member upon request and are available for inspection at any regularly scheduled Executive Committee of membership meeting of CDSA.
Section 6 Vacancies Any officer may be removed by the Executive Committee for violation of the articles or by-laws of the corporation or for conduct prejudicial to the best interest of CDSA. Should any member of the Executive Committee miss three of more consecutive meetings, the Executive Committee may declare that position vacant. It must notify said member of its intention to vacate his or her position prior to the meeting at which such action will be voted on. In the event of a vacancy, the vacancy shall be filled by a special election. If the vacancy is an officer of CDSA, an acting successor may be appointed by the Co-Chairs until a new officer is elected at the next regularly scheduled membership meeting or a membership meeting specially called for that purpose. If the vacancy is a Branch representative, the replacement will be elected at the next meeting of that Branch or at a Branch meeting specially called for that purpose.

ARTICLE VII BRANCHES
Section 1 Definition A Branch is a sub-division of CDSA consisting of members in good standing residing within a defined territory, belonging to a particular institution or sharing a common interest. A Branch defined by a common interest may be referred to as a Commission. Membership in Branches defined by interest or by institution may overlap with other Branches, but Branches defined by territory may not overlap with other Branches defined by territory.
Section 2 Recognition and Dissolution A Branch may be chartered by the Executive Committee upon petition of at least five (5) members residing within a defined territory, belonging to a particular institution, or sharing a common interest. A Branch may be dissolved by the Executive Committee if it has not met for at least six (6) months or if it has been promoting policies contrary to those of CDSA or national Democratic Socialists of America. The representative(s) from said Branch must be informed that dissolution is on the agenda when notified of the meeting. The decision to dissolve a Branch may be appealed to the next Membership Meeting of CDSA, during which time said Branch may be continued or re-established. Upon dissolution, all property and records of a Branch will be surrendered to the CDSA Executive Committee.
Section 3 Youth Section Chapters Youth Section Chapters recognized by the national Democratic Socialists of America Youth Section shall be recognized as branches defined by institution or by interest.
Section 4 Branch Representatives Branch representatives shall be elected from among their own membership to a one (1) year term running from July 1 through June 30 of the following year.
Section 5 Branch Responsibilities Branches are responsible for promoting and implementing CDSA policies and programs, developing programs and policies of interest to their defined constituency, conducting their internal affairs in a democratic manner, and promoting participation and leadership by women and minorities.

ARTICLE VIII AMENDMENTS
Section 1 Notice of Proposed Amendments Any member wishing to amend these must submit such draft amendments to the CDSA office twenty-one (21) days in advance of regularly scheduled membership meeting or the membership convention. The Executive Committee or an ad-hoc body appointed by the Executive Committee shall review any such amendments and notify the membership that by-laws amendments have been submitted for consideration. Discussion and a vote upon such amendments shall be listed on the membership meeting or membership convention agenda which is mailed to the membership fourteen (14) days in advance of the meeting.
Section 2 Vote These by-laws may be amended, repealed or altered in whole or in part by a two-thirds (2/3) vote of any membership meeting at which there is a quorum..
Section 3 Notification of Changes in By-Laws CDSA members must be notified within twenty-one (21) days of any changes to these by-laws. This may be done by mailing of meeting minutes or by mailing of revised by-laws.

ARTICLE IX HOUSEKEEPING
Section 1 Construction If there is any conflict between the provisions of Illinois State law and the by-laws, provisions of Illinois State law shall govern.
Section 2 Fiscal Year The Fiscal Year of the Corporation shall be from July 1 to June 30.
Section 3 Conflict of Interest A conflict of interest exists when a matter to be acted upon by the Executive Committee confers a direct, substantial benefit to any Executive Committee member, business or agency from which a member of the Executive Committee shall abstain from voting on any matter before the Executive Committee which places her or him in a conflict of interest.
Section 4 Dissolution This organization may be dissolved at a special meeting of the Executive Committee by a majority vote of the Executive Committee. Upon dissolution of the organization, any residual assets shall be become the property of the national Democratic Socialists of America.
Section 5 Robert's Rules The rules contained in Robert's Rules of Order, Newly Revised shall govern CDSA meetings in cases to which they are applicable and in which they are not inconsistent with these by-laws. Consensus decision-making is desirable where feasible, but meetings must submit to Robert's Rules upon the request of a member.

Adopted at the June 23, 1990 General Membership Convention of Chicago DSA
Amended at the September 11, 1995 General Membership Meeting of Chicago DSA