BYLAWS OF DEMOCRATIC SOCIALISTS OF AMERICA – LOS ANGELES , A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

ARTICLE I. NAME, PRINCIPAL OFFICE, AND PURPOSE

The name of the Local shall be Democratic Socialists of America – Los Angeles (Hereinafter, “DSA Los Angeles,” “Local,” “Corporation,” or “DSA-LA”).

The principal office for the transaction of the activities and affairs of DSA-LA shall be the office of its registered agent, located at [street address and city], in Los Angeles County, California. The Steering Committee may later approve a new location of the principal office and this Article may be amended to state the new location.

ARTICLE II. MISSION

As a national organization, the Democratic Socialists of America is poised to be a significant mass organization in the resurgence of a popular socialist movement in the United States. As one of the largest Locals in the organization, DSA-LA has the responsibility to clearly define our own mission statement and priorities, and articulate how those support the advancement of a democratic socialist political agenda at the local, state, national, and international level.

We are committed to envisioning and working towards a transformative politics that shifts power from capital to people. In all of our work, we aim to strike an intentional balance between challenging and resisting the systemic oppression of capitalism, sexism, racism, heteropatriarchy and xenophobia and imagining radical alternatives for a new social, economic, and political reality. We will organize with ambitious and emancipatory ends in mind, such as raising the collective consciousness of all people’s struggles and normalizing guaranteed rights that have been denatured under capitalism, while seeking concrete material wins and outcomes at every opportunity. We are an organization of the people, fighting without compromise for equality of outcome over equality of opportunity.

Within our ranks, we aim to exist along organizational lines developed and led by members, not an order imposed on members from above. DSA-LA should always be a deeply participatory organization whose processes and protocols reflect its values – democratic, transparent, and engaged in an ongoing struggle against oppressive and unequal power structures.

Our approach to organizing reflects our understanding of capitalism, which is a complex and imposed historical system that evolves dynamically in response to challenges.
Our work needs to accommodate a variety of viewpoints, avoid exclusivity around tactics, and prioritize productive debate over the pursuit of unanimous consensus.
Our identity as a multi-tendency organization is an asset and something that we embrace to its full advantage, and we are committed to intentionally incorporating minority viewpoints and diverse political perspectives into all of our work rather than striving to mandate agreement among all our members.

We recognize that the Left in the United States since World War II has been historically weakened and fractured, and the Left in Los Angeles is no exception. Indeed, Los Angeles has been developed by capitalist structures along deep regional, racial, and class stratifications that offer significant, unique challenges to building strong Left unity, and it must be our goal to challenge and transcend these divisions. Rebuilding and manifesting a strong socialist presence and power in Los Angeles and beyond will require looking at the Left as a complex ecosystem, and defining our role within it accordingly. DSA-LA aims to be an influential participant of that ecosystem by acting as a true resource and defining our power in service, not in governance or authority over other organizations in Los Angeles. Our goals encompass our participation in rebuilding a strong Left for everyone, not just members of our organization. We aspire to build strength through solidarity, and offer a democratic alternative to capitalism for everyone.

This approach also applies within our own organization. We are conscious that our role as a large Local within a growing organization is not to enforce our political vision onto the rest of DSA, but to coordinate efforts in a productive and comradely way. We believe that our Local has a great deal to offer DSA National and other DSA Locals, and similarly that they have much to offer us. We further recognize that our mission statement and priorities must be reevaluated in response to changing political realities.

ARTICLE III. MEMBERSHIP

SECTION 1. MEMBERSHIP

Members of the Los Angeles Local, DSA-LA, will be those individuals whose dues to national DSA are paid in full, who reside and/or work in parts of the Los Angeles County area allocated to the Los Angeles Local by the DSA National organization. In the absence of precise geographical boundaries determined by DSA, the geographical boundaries of the Local will be stated in the Standing Rules of the Local. No member of the Local may hold membership in another DSA area Local, Chapter or Chapter Organizing Committee.

SECTION 2. DUTIES

It will be the responsibility of members to approve policies and guidelines for the operation of the Local, vote on matters requiring input from the full membership, contribute to Branches and Local Subgroups, and participate in elections for the Steering Committee, Branch Officers, Local Subgroups Officers, and delegates to DSA National Conventions. Non-members may participate in Local work and attend Local meetings, but may not vote in Local officer elections, Branch officer elections, Local Subgroup officer elections, or the Annual Convention. Non-members are also not able to vote in binding deliberations.

Matters requiring input from the full membership include those specified in these Bylaws as well as the disposition of all or substantially all of the Local’s assets, any merger and its principal terms and any amendment of those terms, and dissolution of the Local.

SECTION 3. REMOVAL OF MEMBERS

If a member is found to be in significant violation of the Local’s Misconduct Policy, the Investigative Commission responsible for fact-finding and harm assessment may recommend expulsion or suspension for certain offenses (see Misconduct Policy Section E). Such a vote may also be called if a member is found to be in substantial disagreement with the principles or policies of the organization, if they engage in entryist behavior, or if they are acting under the discipline of any self-defined democratic-centralist organization. An expelled member may make an appeal at the National level to the appropriate officer. All Local expulsion or suspension proceedings shall be conducted in good faith and in a fair and reasonable manner. If grounds appear to exist for expulsion or suspension, the following procedure shall be followed:

The Steering Committee shall give the member at least 15 days’ prior notice of the proposed expulsion or suspension and the reasons for the expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the Local’s records.
The member shall be given an opportunity to be heard, either orally or in writing, at least 5 days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Steering Committee or by a committee or person authorized by the Steering Committee to determine whether the expulsion or suspension should occur.
The Steering Committee shall decide whether the member should be expelled or suspended. Expulsion or suspension requires a two-thirds supermajority vote of the Steering Committee. The decision of the Steering Committee shall be final.

SECTION 4. DUES TO THE LOCAL

The Local may establish a Local pledge system of voluntary donations for its members.

SECTION 5. RECORD DATE

For purposes of establishing the members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Steering Committee may, in advance, fix a record date.

The record date so fixed for

Sending notice of a meeting shall be no more than 90 nor less than 10 days before the date of the meeting;
Voting at a meeting shall be no more than 60 days before the date of the meeting;
Voting by written ballot shall be no more than 60 days before the day on which the first written ballot is mailed or solicited; and
Taking any other action shall be no more than 60 days before that action.

If not otherwise fixed by the Steering Committee, the record date for determining members entitled to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by the Steering Committee, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held.

If not otherwise fixed by the Steering Committee, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

If not otherwise fixed by the Steering Committee, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Steering Committee adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

For purposes of this Article, a person holding a membership at the close of business on the record date shall be a member of record.

ARTICLE IV. CHAPTER MEETINGS

SECTION 1. CHAPTER MEETINGS

The members of the Local will assemble for deliberation at an Annual Convention, in Local Meetings, or in Special Meetings in order to determine and review the Local’s official activities and policies and to appoint its members to committees, commissions, offices and other important functions or roles within the Local. Other types of meetings or events commonly held by the Local, such as those for political education, open forums, organizational training, member engagement, and open hearings, will not constitute legislative bodies or make decisions that are binding upon the Local.

The agenda for any Chapter Meeting will be set by the Steering Committee or a properly appointed subcommittee. Chapter Business, which may include appeals against the decision of any subsidiary body of the Local, including the Steering Committee, may be automatically referred to and agendized at a Chapter Meeting by a petition of fifty (50) members, unless otherwise specified in these Bylaws.

Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote at that meeting. Written notice of a Chapter Meeting shall be given not less than 10 nor more than 90 days before the date of the meeting in a manner consistent with California Corporations Code § 5511. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which members may participate in the meeting.

Approval by the members of any of the following proposals is valid only if the notice states the general nature of the proposal or proposals:

Removing a Steering Committee member without cause;
Filling vacancies on the Steering Committee;
Amending the Articles of incorporation; or
Electing to wind up and dissolve the corporation.

Where attendance at any Local Meeting or the Annual Convention is less than one-third of Local members, or at any Special Meeting, the only matters that may be voted upon are matters notice of the general nature of which was given, pursuant to California Corporations Code § 5511(a).

SECTION 2. ANNUAL CONVENTION

The Local will hold an Annual Convention each year. The Annual Convention is the highest legislative and decision making body of the Local. The Annual Convention votes on modifications to the Local Mission Statement and Organizational Priorities, Priority Resolutions, and any other relevant business. Requirements for amending the bylaws are outlined in Article XIV, requirements for modifying the Local Mission Statement and Organization Priorities are outlined in Article VI. Section 1, and requirements for Priority Resolutions are outlined in this Article.

Priority Resolutions are time-bound, large-scale structural and/or campaign-based initiatives that require major Local resources. Priority Resolutions must adhere to these Bylaws and shall be undertaken over the course of the year following their adoption by the Annual Convention. Priority Resolutions can be proposed for consideration by submitting a formal proposal to the Steering Committee at least one (1) month in advance of the Annual Convention. The Steering Committee will make these proposals available for members to review at least two (2) weeks in advance of the Annual Convention and provide time on the Annual Convention agenda to discuss and vote on proposed Priority Resolutions. The Steering Committee will put out a call for proposals at least two (2) months in advance of the Annual Convention.

A proposed Priority Resolution must receive a two-thirds supermajority of votes at the Annual Convention in order to be adopted. Up to 3 Priority Resolutions will be adopted at the Annual Convention. Fewer Priority Resolutions may be adopted, but in the event that more than 3 proposed Priority Resolutions receive a two-thirds supermajority vote, there will be a second, runoff round of voting to determine the top three Priority Resolutions. In the event of a runoff vote, each member will vote for up to three of the Priority Resolutions which have been approved by a two-thirds supermajority—the three Priority Resolutions which receive the most votes will then be adopted.

SECTION 3. LOCAL MEETINGS

The Local will hold Local Meetings at least six times annually. The Annual Convention will count towards this minimum number of meetings. Priority Resolutions may not be submitted for consideration at Local Meetings.

Local Meetings shall run concurrently within all Branches.

The Steering Committee will set the agenda for Branch Meetings in consultation with Branch Coordinators, with time reserved for Branch business to be determined by Branch Coordinators. Nothing in these bylaws shall preclude Branch Coordinators from convening branch members more frequently than called for in the schedule of Chapter Meetings. All Branch Meetings shall be open to all Local members. For the purposes of considering Local business, an item must be agendized, presented and debated at a corresponding Meeting for every Branch before a vote may be called.

SECTION 4. SPECIAL MEETINGS

Special Meetings may be called by two-thirds (⅔) of the full Steering Committee, by a Co-Chair of the Steering Committee, or by petition of at least five percent (5%) of the members of the Local in good standing filed with the Secretary.

A special meeting called by any person, other than the Steering Committee, entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Co-Chairs of the Steering Committee or the Recording Secretary. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote stating that a meeting will be held at a specified time and date fixed by the Steering Committee, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Steering Committee.

SECTION 5. QUORUM

A quorum of 10% of Local members, in person or by proxy, or 100 members present and voting in person, whichever is lower, must be present in order to conduct business. If applicable, absentee ballots or votes cast electronically shall count towards attaining quorum of the business which it pertains to.

Quorum for the Annual Convention or for meetings where motions to amend these Bylaws are considered will be 10% of the membership, in person or by proxy, or 150 members present and voting in person, whichever is lower.

Quorum for meetings where motions to remove a Steering Committee member are considered will be 15% of the membership, in person or by proxy, or 150 members present and voting in person, whichever is lower.

Except as otherwise required by law, the Articles, or these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

SECTION 6. VOTING

If a quorum is present, the affirmative vote of a majority or supermajority, as appropriate, of the voting power represented at the meeting, entitled to vote and voting on the matter, shall be deemed the act of the members. For all binding business conducted at Chapter Meetings, remote votes may be facilitated and counted when possible.

Proxies

Each member entitled to vote shall have the right to do so by one or more agents authorized by a written proxy, signed by the member and filed with the Recording Secretary. A proxy shall be deemed signed if the member’s name is placed on the proxy by the member or the member’s attorney-in-fact, whether by manual signature, typewriting, electronic signature, or otherwise.

Proxyholders must be members. Each proxyholder shall be limited to voting three proxies.

Any form of proxy distributed to 10 or more members shall give the member an opportunity to specify a choice between approval and disapproval of each matter or group of related matters and, subject to reasonable specified conditions, shall provide that, when the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification.

Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.

No proxy shall be valid after the expiration of the meeting or vote for which the proxy is specified, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be 6 months after the date of execution. A validly executed proxy shall continue in full force and effect until either

It is revoked by the member executing it, before the vote is cast under that proxy, (a) by a writing delivered to the Recording Secretary, or agent designated by the Recording Secretary, stating that the proxy is revoked, or (b) by a subsequent proxy executed by that member and presented to the meeting, or (c) as to any meeting, by that member’s personal attendance and voting at the meeting; or
Written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote under that proxy is counted. A proxy may not be irrevocable.

Written Ballot

Any action that members may take at any meeting of members may also be taken without a meeting through action by written ballot. The ballot and any related material may be sent by DSA-LA via electronic transmission and responses returned by electronic transmission if approved by the Steering Committee as required by California Corporation Code § 5513. In any such actions, DSA-LA shall distribute one written ballot to each member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission by DSA-LA, and responses may be returned to the corporation by electronic transmission. All solicitations of votes by written ballot shall (1) state the number of responses needed to meet the quorum requirement; (2) state, with respect to ballots other than for election of Steering Committee members, the percentage of approvals necessary to pass the measure or measures; and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) give the members an opportunity to specify approval or disapproval of each proposal; and provide a reasonable time in which to return the ballot.

Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld), within the time specified, equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting. All written ballots shall be filed with the Recording Secretary and maintained in the corporate records

A written ballot may not be revoked.

SECTION 7. LOCATION OF MEETINGS

Chapter Meetings shall be held at any place designated by the Steering Committee. The Steering Committee may authorize members who are not present in person to participate by electronic transmission or electronic video communication.

Authority for Electronic Meetings. If authorized by the Steering Committee in its sole discretion, and subject to any limitations in the these Bylaws or Corporations Code §5510(a), the Steering Committee may adopt guidelines and procedures for members not physically present or present by proxy to participate in the meeting by electronic transmission by and to DSA-LA, electronic video screen communication, conference telephone, or other means of remote communication, and vote at a meeting of members subject to subdivision (f) of Corporations Code §5510. Such members shall be deemed present at the meeting.

Requirements for Electronic Meetings. A Chapter Meeting conducted in whole or in part electronically must be conducted pursuant to reasonable measures approved by the Steering Committee: (1) to provide members and proxyholders, if proxies are allowed, a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if any member or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person who has voted remotely is a member or proxyholder.

A Chapter Meeting of the members may be held solely by electronic transmission by and to DSA-LA or by electronic video screen communication only if one or more of the following conditions apply: (A) the Steering Committee determines it is necessary or appropriate because of an emergency, (B) the meeting is conducted between January 1, 2024 and December 31, 2025, or (C) in accordance with any governing law that may be adopted in the future.

SECTION 8. ADJOURNMENT

Any Chapter Meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a Chapter Meeting is adjourned to another time or place, notice need not be given of the adjourned meeting so long as the time and place to which the meeting is adjourned (or the means of electronic transmission by and to DSA-LA, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which members may participate) are announced at the meeting at which adjournment is taken. If, after adjournment, a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, DSA-LA may transact any business that might have been transacted at the original meeting.

ARTICLE V. BRANCHES

SECTION 1. DEFINITION

A Branch is a geographically defined subdivision of the Local, not to overlap with another Branch. All members of the Local shall belong to one and only one Branch.

SECTION 2. PURPOSE

The primary purpose of Branches shall be to advance the goals of the Local, implement and administer Local campaigns and projects, increase member participation and recruitment, and improve accessibility to DSA-LA’s work. Branch Meetings shall be the primary regular membership meetings, open to all members of the Local.

All Branches shall be required to have at least two Officers named Coordinators, elected by members of the Branch. In the absence of an election, the Steering Committee may appoint up to 2 Coordinators to each Branch. Coordinators shall be responsible for ensuring that Branch meetings occur, facilitating relationship-building among Branch members, initiating geography-focused recruitment, facilitating Branch meetings, and determining the content of the Branch business portion of the agenda. Branch Coordinators will also work in consultation with the Steering Committee to appoint additional positions as needed.

To maintain active Branch designation, Branches must hold Branch meetings in accordance with the Local Meeting schedule.

SECTION 3. MEMBERSHIP

Members of Branches will be members of DSA-LA who reside within the prescribed boundaries of their Branch.

SECTION 4. FORMATION

The Steering Committee shall encourage the development of member-led initiatives to organize new branches. 50 DSA-LA members in good standing may petition the Steering Committee to form a Branch. The 50 petitioners may not include elected leadership of other Branches, and must all reside in the proposed boundaries of the Branch. One member may not be signatory to more than one proposed Branch petition simultaneously.

The Steering Committee will then consider the petition to form a new Branch. If the Steering Committee approves the proposal, it will go to a vote of the membership with the Steering Committee’s support. If the Steering Committee rejects the proposal, 50 petitioners within the proposed boundaries must be joined by 50 petitioners outside of the proposed boundaries to petition for a vote of the whole DSA-LA membership on the question. All petitioners must be members in good standing.

Each Local-wide vote on proposed Branch formation must be preceded by dedicated time at a Local Meeting, with time reserved for debate for and against the proposal. The vote passes by a simple majority, provided that at least ten percent of Local members participate in the vote, otherwise it fails.

SECTION 5. DISSOLUTION

The Steering Committee is the only body empowered to dissolve a Branch, and shall only do so in cases of nonfeasance, with a two-thirds majority vote of the Steering Committee. Nonfeasance of a Branch shall be defined as repeated failure of a Branch to convene a reasonable number of members at Branch Meetings.

ARTICLE VI. LOCAL SUBGROUPS

SECTION 1. LOCAL SUBGROUPS

The Local shall include multiple forms of subsidiary deliberative bodies, referred to collectively in this document as Local Subgroups: Standing Committees, Committees, and time-bound Working Groups. The Steering Committee, and any subcommittees of the Steering Committee, are not Local Subgroups subject to this Article.

SECTION 2. COMMITTEES

Committees are bodies essential to the character of the Local, and may be organized around common skills, institutions, or issues. The Steering Committee or the Local may establish best practices and procedures for the democratic operation of Committees.

All Committees are required to have a platform or mission statement, as defined in Section 5 of this Article, developed by the committee or prospective committee in accordance with Local policy and ratified by a Local-wide vote. All Committees are also required to have at least two Officers elected by the membership. At least one of those officers must be designated as Committee Chair, whose primary responsibilities will be facilitating committee strategy and progress towards the Local goals that the Committee is democratically charged with by the Local membership, through the Committee platform or mission statement with any recommendations of the Steering Committee. Another must be designated as Committee Coordinator, whose primary responsibilities will be coordinating and communicating with other bodies of the Local and producing reports on work for the Local membership and the Steering Committee.

All Committees are required to maintain publicly-available rules of order — where “rules of order” is defined to include any set of explicit, formally codified, suspendable, and democratically amendable decision-making procedures—which they shall be required to use for facilitating their meetings. The default set of rules for each Subgroup shall be “Robert’s Rules of Order.”

To maintain active Committee designation, they must:

Have at least one member responsible for onboarding new members, engaging in member retention efforts, and ensuring that Subgroup work includes efforts to grow the membership of the Local.
Have at least one member working with the Communications Director to ensure that Local communications accurately reflect and amplify Committee work.
Produce a report, at least quarterly, sent to the Steering Committee and available digitally to all members, regarding progress in ongoing campaigns or projects charged to the Subgroup.
Produce an annual report to be submitted to each Annual Convention of the Local for membership approval.
Maintain and make available to Local leadership records of key debates and decisions, including coalition partnerships.

SECTION 3. STANDING COMMITTEES

Standing Committees will (a) consist of a definite number of members in good standing of the Local not fewer than three in number; who are (b) appointed or elected to a specific task or tasks specified by either (i) the Steering Committee or (ii) the Local.

The function of Standing Committees will be to oversee constitutional functions that are essential to the ongoing effectiveness of the Local in pursuing the realization of its purposes.

The chair of each standing committee will be elected along with the leadership of the other Local Subgroups. They will serve terms of the same length. The other members of the Standing Committee may be nominated by the Chair of the Standing Committee and approved by a majority of the Steering Committee, unless an alternate method for determining committee membership is specified in the founding of the Standing Committee.

SECTION 4. TIME-BOUND WORKING GROUPS

Time-bound working groups may be established by the Steering Committee or the Local body in order to administer a particular task or campaign for the Local. The leadership, structure, and election timeframe of time-bound working groups must ordinarily match that as defined in Sections 1-3 of this Article and in Articles VII and VII, but may differ if such is specified in their founding.

SECTION 5. COMMITTEE PLATFORMS

Platforms or mission statements for Section 2 Committees should outline the group’s overall purpose and key stances, should articulate a ‘big picture’ vision of what success would look like for the group, and should represent the group’s values and broad purpose. They should also include mention of the populations with whom the group will be working in solidarity.

Platforms ultimately guide the direction and political will of the group. They must be developed democratically and ratified by 10 members before being put up for an up-or-down Local-wide vote, requiring a simple majority to pass initially and a two-thirds supermajority to pass on subsequent votes (see Article IV).

SECTION 6. NON-DELIBERATIVE & AUXILIARY GROUPS

The Local may vote to formally recognize non-deliberative and auxiliary groups that are aligned with the purposes of the organization but which are not subsidiary bodies of DSA Los Angeles. These may include (but will not be limited to) affiliations and coalitions of organizations similar to the Local; political campaigns that align with the purposes of the Local; political and policy interest groups; labor unions and groups; Young Democratic Socialists of America chapters; national DSA working groups; and caucuses in the Local.

Terms, criteria and procedures for granting privileges or recognition to non-deliberative and auxiliary groups, including speaking time at meetings, exhibition space at meetings, written or online promotion or endorsement, financial support and other types of formal recognition, will be determined in the standing rules, policies and procedures of the Local and subject to these Bylaws.

SECTION 7. DISSOLUTION OF LOCAL SUBGROUPS

In the case that a Local Subgroup is deliberately and grossly acting in contradiction to the collectively determined Local Mission and Organizational Priorities or their own ratified platform, or consistently fails to perform basic Local Subgroup duties, the Steering Committee or the Local may vote to dissolve a Local Subgroup, with a two-thirds majority vote required to execute the dissolution. The rationale and result of any such vote called must be published to the membership.

ARTICLE VII. ELECTIONS

SECTION 1. NOMINATIONS COMMITTEE

A three-person Nominations Committee shall be established at least one month prior to every Local Officer election by vote of the Local membership, unless only 3 members are nominated for the Committee, in which case they will be declared elected by acclamation. The Nominations Committee shall be convened by the Steering Committee to conduct the Local Officer election. It shall formulate and maintain written election procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees. It shall solicit and receive nominations for the positions to be elected, determine whether candidates are qualified, and conduct the election pursuant to its written election procedures. The Nominations Committee shall also conduct Local Subgroup Officer elections for active Local Subgroups following Local Officer Elections.

Elections conducted pursuant to this Article may be by written ballot. The Nominations Committee may adopt any reasonable and legally permissible voting system, including but not limited to ranked-choice or cumulative voting, provided that all members eligible to vote have equal voting rights.

No corporate funds may be expended to support a nominee for Steering Committee member after more people have been nominated for the position than can be elected.

SECTION 2. QUALIFICATIONS FOR OFFICE

Only members in good standing may run for or hold any elected Local, Branch, or Local Subgroup office. A Local Officer who is no longer a member in good standing for reasons other than expulsion or suspension shall be privately notified and given at least two (2) weeks to renew membership prior to a recall or removal vote. Any member who has been determined by a two-thirds supermajority vote of the Steering Committee to have committed malfeasance shall be disqualified from running for or holding any elected Local, Branch, or Local Subgroup office for a period of four years following such vote, unless the member has been subsequently rehabilitated by a two-thirds supermajority vote of the Steering Committee, Malfeasance shall be defined as intentional misuse of Local resources, abuse of Local Officer powers, or deliberate misrepresentation of the positions of the Local. Members of the Nominations Committee are disallowed from running in the elections they are facilitating.

SECTION 3. ELECTIONS

Election for Local and Branch Officers shall be held with voting closing on December 17 of each year at the latest, in order to allow a two-week transition period. Elections shall be run by secret ballot. If a position is uncontested, the nominee will be declared elected by acclamation.

The term of office for any Local and Branch Officer shall be one year commencing January 1 of each year.

The term of office for any elected Local Subgroup Officer shall be one year commencing February 1 of each year, with elections for active Local Subgroups closing on January 17 at the latest, with the exception of Local Subgroup Officers established under a different structure or election schedule per Article VI, Section 3 and/or 4.

SECTION 4. RECALLS

As Officers of the Local exist to serve the Local, any elected officer, including Local Subgroup Officers, may be recalled by the Local. A recall vote may be triggered by petition signed by a number of members equal to or greater than two-thirds of the total number of votes cast during the previous election, or by fifty percent of Local membership, whichever number is lower. Once triggered, a Nominations Committee shall be established in accordance with Section 1 to hold a forum on the recall, followed by a Local-wide election, where a supermajority of two-thirds of voters shall be required to recall the officer.

Additionally, in the case of nonfeasance or disqualification from holding office, the Steering Committee may call a vote to remove an officer, with a two-thirds majority vote of the Steering Committee required to execute the removal. Local Officers may not vote in the matter of their own recall. The rationale and result of any such vote called must be published to the membership. Nonfeasance shall be defined as an ongoing or repeated failure to execute Officer duties and maintain regular contact with other Local Officers, without making arrangements to be replaced. Nonfeasance shall require, at minimum, a failure to attend at least two consecutive regular meetings for adequate notice was provided, without good cause.

SECTION 5. VACANCIES

In the event of an Officer vacancy, whether due to recall or resignation, the empty seat shall be filled by the following procedure:

If the vacancy occurs within the first six (6) months of the term, the Steering Committee shall fill the vacancy with a member in good standing according to the results of the previous election, with votes for the recalled officer being transferred according to the regular voting process if a ranked choice system was used.
If the vacancy occurs after the first six (6) months of the term, or if there are no candidates that ran during the previous election for the vacant seat, the Steering Committee will appoint a replacement member in good standing for the remainder of the term.

ARTICLE VIII: OFFICERS

SECTION 1. OFFICERS, ELECTIONS, AND TERMS

The Local shall annually elect a Recording Secretary, Communications Director, Treasurer, Campaigns Coordinator, YDSA Coordinator, and five (5) at-large members of the Steering Committee. The Local may also elect annually Branch Officers and Subgroup Officers (see Article V, Section 2; Article VI, Section 2; and Article VI, Section 3) for active Committees and Standing Committees.

SECTION 2. RECORDING SECRETARY

The Recording Secretary will be responsible for:

the taking of minutes of all Steering Committee meetings, and shall have custody of these minutes, and resolutions, reports and other official records of the Local. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at Steering Committee and subcommittee meetings; and the number of members present or represented at Chapter Meetings.
ensuring that key decisions and meeting minutes are available to members of the Local.
maintaining detailed and accurate membership records, showing each member’s name and address, in coordination with any committee or subcommittee with administrative responsibility, as well as Local bylaws and official Local organizational policies.
coordinating with Local Subgroups to receive records of key debates and decisions
transferring all records to their successor at the end of their term.
keeping or causing to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date.
giving or causing to be given, notice of all Chapter Meetings and meetings of the Steering Committee and subcommittees that these bylaws require to be given.
Filing required Statements of Information with the California Secretary of State

SECTION 3. COMMUNICATIONS DIRECTOR

The Communications Director will be responsible for:

Coordinating public-facing statements from the Local, including but not limited to the DSA-LA website, social media, and other Local communications outlets.
Coordinating regular internal email newsletters and announcements.
Coordinating a standing committee, the Communications Committee, that includes representatives from each Local Subgroup and Branch in the Local, to ensure that both external and internal communications accurately represent work done across all of the Local’s groups.

SECTION 4. TREASURER

The Treasurer will be responsible for the funds and financial records of the Local. All funds collected by the Local will be turned over to the Treasurer, who shall deposit them in a bank account under the name of the Local. In cooperation with the Recording Secretary, the Treasurer will be responsible for ensuring that membership dues are paid and up-to-date. The Treasurer will prepare the annual Local budget, and deliver the Local financial report to the Annual Convention of the Local as well as periodic progress reports as requested by the Steering Committee of the Local.

SECTION 5. CAMPAIGNS COORDINATOR

The Campaigns Coordinator shall be responsible for coordinating the activity of committees, branches and working groups, including assisting in the organizational structure, ensuring meetings of the committees operate according to principles of transparency, accessibility, and full participation, and reporting back to the Steering Committee on the progress and operations of committee and the Local’s campaigns, and planning logistics of the Annual Convention. The Campaigns Coordinator will also be responsible for tracking the Local’s coalitions and external relationships.

SECTION 7. YDSA COORDINATOR

The YDSA Coordinator shall be responsible for maintaining a network of coordinators and representatives from YDSA Locals across Los Angeles, as well as extending that network to include nearby regional DSA and YDSA Locals. They shall be responsible for ensuring that YDSA Locals have abundant avenues to work in solidarity with the Local’s work, as well as to request resources and support from the Local for YDSA Local-led campaigns and initiatives.

SECTION 8. AT LARGE OFFICERS

Five At-large officers of the Local serve as members of the Steering Committee and are responsible for ensuring all Steering Committee work is executed in accordance with the Local’s Mission and Organizational Priorities.

SECTION 9. ADDITIONAL DUTIES

The Local Steering Committee may assign additional temporary duties to an officer or member in good standing of the Local, so long as such assignments do not conflict with the designation of responsibilities outlined in these Bylaws.

ARTICLE IX. STEERING COMMITTEE

SECTION 1. COMPOSITION AND PURPOSE

The Board of Directors of the Local shall be known as the Steering Committee. The Communications Director, the Treasurer, the Campaigns Coordinator, the Recording Secretary, and the five elected at-large Officers of the Local shall comprise the Steering Committee.

The Steering Committee is the highest elected body. It shall administer the affairs and oversee the implementation of the decisions of the DSA-LA membership, ensuring that the Local’s work is done in alignment with the Local Mission, Organizational Priorities, the Local Bylaws, and the Local Articles of Incorporation. It may propose policies and activities to the membership; receives reports from local subgroups and Branches; advises local subgroups and Branches on policy issues; calls special meetings of the membership; and acts on any matter requiring immediate attention by DSA-LA. When relevant, and except where prohibited by these bylaws or governing law, actions of the Steering Committee shall be guided or superseded by resolutions passed or decisions made by the membership, which shall always be the supreme political body of the Local, at member meetings or Annual Conventions.

The Steering Committee shall have two Co-Chairs, who shall preside over meetings of the Steering Committee and shall exercise and perform such other powers and duties as the Steering Committee may assign from time to time. Co-Chairs shall be designated by majority vote of the Steering Committee, and may be replaced by majority vote of the Steering Committee. A Co-Chair may not simultaneously serve as Recording Secretary or Treasurer. Neither the Recording Secretary nor the Treasurer may be Co-Chair, as prohibited by the California Corporation law.

SECTION 2. DUTIES

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Bylaws regarding actions that require approval of the members, DSA-LA’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Steering Committee. Without prejudice to the general powers of the Steering Committee, the Steering Committee’s duties shall include:

Facilitating and planning meetings of the Local at least six times annually, including the Annual Convention, with Branch Coordinators as appropriate, and acting on behalf of the organization between meetings.
Accepting proposals and facilitating votes for updates to the Local Mission Statement, Organizational Priorities, and Bylaws.
Ensuring that the Communications Coordinator, Recording Secretary, Treasurer, and YDSA Coordinator have sufficient resources and help to perform their duties, including empowering and overseeing fundraising and communications standing committees.
Evaluating proposals and analyses in accordance with Article VI.
Overseeing Local communication and coordination with other DSA Locals and responsibilities to DSA National
Facilitating coordination between Local Subgroups and ensuring that all projects are executed in keeping with the Local-wide Mission Statement and Organizational Priorities and with decisions made by the membership.
Drafting and executing Local administrative policy in accordance with the Local Organizational Priorities to ensure the smooth working of the Local
Requesting and receiving regular reports from all Local Subgroup Coordinators
Advising Local Subgroups on policy issues and proposing activities to the general membership
Publishing an annual report describing the projects, finances, accomplishments, and setbacks of the previous year and setting forth the plans and goals for the Local in the coming year.
Calling special meetings of the membership as needed, in accordance with Article IV, Section 4.
Maintaining the books and records of the Local, and making them available as required by law.
Authorizing the execution of corporate instruments, loans, contracts, and other legal documents.
Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
Appoint and remove, at the pleasure of the Steering Committee, all corporate officers, agents, and employees, except where a different process is specified in these Bylaws; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them security for faithful service.

SECTION 3. MEETINGS & DECISIONS

The Steering Committee shall meet at least twice per month. A quorum of at least six members shall be required to make decisions other than adjournment. In all Steering Committee votes other than adjournment, a majority or supermajority, as appropriate, shall be of the voting-eligible Steering body and not counted of voting members. Each Steering Committee member shall have one vote on each matter presented to the Steering Committee for action. No Steering Committee member may vote by proxy. Every action taken or decision made by the majority or supermajority, as appropriate, shall be an act of the Steering Committee, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common directorships, (3) creation of and appointments to committees of the Steering Committee, and (4) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Steering Committee members from that meeting.

Meetings shall be open for all members to observe, outside of executive sessions required for sensitive discussions, which shall require a two-thirds vote of those present on the Steering Committee, to enter. The Steering Committee shall designate some method whereby members shall be allowed to comment upon the items on the meeting prior to their voting on.

Notice of the meeting shall be posted 48 hours in advance, along with the preliminary agenda (open to amendment and addition at the meeting) and a link to join, on an internal communication platform accessible to members. Minutes of these meetings shall also be posted within 2 weeks after their approval.

Special meetings of the Steering Committee for any purpose may be called at any time by a Co-Chair, the Recording Secretary, or any two Steering Committee members.

An action required or permitted to be taken by the Steering Committee may be taken without a meeting if all Steering Committee members individually or collectively consent in writing to that action and if the other conditions described in Corporations Code § 5211 are met.

SECTION 4. SUBCOMMITTEES

The Steering Committee, by resolution adopted by a majority of the Steering Committee members then in office, may create one or more subcommittees, each consisting of two or more Steering Committee members and no one who is not a Steering Committee member, to serve at the pleasure of the Steering Committee. Appointments to subcommittees shall be by majority vote. The Steering Committee may appoint one or more Steering Committee members as alternate members of any such subcommittee, who may replace any absent member at any meeting. Any such subcommittee shall have all the authority of the Steering Committee, to the extent provided in the Steering Committee resolution, except that no subcommittee may do the following:

Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
Take any final action on any matter that requires a supermajority vote of the Steering Committee;
Fill vacancies on the Steering Committee or any subcommittee;
Amend or repeal any resolution of the Steering Committee that by its express terms is not so amendable or repealable;
Create any other subcommittees or appoint the members of subcommittees; or
Approve any contract or transaction to which the corporation is a party and in which one or more of the Steering Committee members has a material financial interest, except as special approval is provided for in Corporations Code §5233(d)(3).

Meetings and actions of subcommittees shall be governed by, held, and taken under the provisions of these Bylaws concerning Steering Committee meetings and other Steering Committee actions, except that the time for general meetings of subcommittees and the calling of special meetings of subcommittees may be set either by Steering Committee resolution or, if none, by resolution of the subcommittee. Minutes of each subcommittee meeting shall be kept and shall be filed with the corporate records. The Steering Committee may adopt rules for the governance of any subcommittee as long as the rules are consistent with these Bylaws. If the Steering Committee has not adopted rules, the subcommittee may do so.

SECTION 5. EXECUTION OF CORPORATE INSTRUMENTS

The Steering Committee may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Steering Committee or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents, memberships in other corporations, and certificates of shares of stock owned by the corporation, shall be executed, signed, or endorsed by a Co-Chair of the Steering Committee and by the Recording Secretary or Treasurer.

SECTION 6. LOANS AND CONTRACTS

No loans or advances shall be contracted on behalf of the corporation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Steering Committee. Without the express and specific authorization of the Steering Committee, no officer or other agent of the corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation

SECTION 7. RESTRICTIONS ON INTERESTED DIRECTORS

No person serving on the Steering Committee at any time may be an interested person. An interested person is (1) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation of expenses paid to a Steering Committee member incurred while serving the Local; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in- law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the corporation.

No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation unless (1) the material facts regarding that director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Steering Committee prior to the Steering Committee’s consideration of such contract or transaction; (2) such contract or transaction is authorized in good faith by a majority of the Steering Committee by a vote sufficient for that purpose without counting the votes of the interested directors; (3) before authorizing or approving the transaction, the Steering Committee considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (4) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into. This paragraph does not apply to a transaction that is part of an educational or charitable program of this corporation if it (1) is approved or authorized by the corporation in good faith and without unjustified favoritism and (2) results in a benefit to one or more Steering Committee members or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.

This corporation shall not lend any money or property to or guarantee the obligation of any Steering Committee member or Local Officer without the approval of the California Attorney General, provided, however, that the corporation may advance money to a Steering Committee member or Local Officer for expenses reasonably anticipated to be incurred in the performance of their duties if that Steering Committee member or Local Officer would be entitled to reimbursement for such expenses by the corporation.

ARTICLE X. ELECTORAL ENDORSEMENTS

SECTION 1. LOCAL ENDORSEMENTS

The power to endorse a candidate for elected public office or a ballot measure (“Local Endorsements”) will only belong to a majority of members voting at a Chapter Meeting. The Electoral Committee may establish additional requirements to consider Local Endorsements. Any appeal against a decision by the Electoral Committee may be agendized for a Chapter Meeting by a petition of 100 members in good standing and such decision may only be overturned by a ⅔ supermajority vote at such meeting.

SECTION 2. ELECTORAL COMMITTEE

The Electoral Committee shall be a five member Standing Committee elected by the Local. The responsibilities of the Electoral Committee shall be:

Advancing the Local’s electoral strategy
Advising and supporting the Steering Committee in maintaining relationships with Local member-electeds
Facilitating Local Endorsements, including coordinating votes to ensure that the Local is not overburdened
Establishing and coordinating open non-deliberative bodies or subcommittees to expand and implement the chapter’s electoral work and strategy, including supporting any working groups established in support of Local Endorsements

Electoral Committee members may not be employed by campaigns seeking Local Endorsement.

SECTION 3. INITIATING ENDORSEMENT PROCESSES

The power to initiate a Local Endorsement will only belong to 50 members who have signed onto a written proposal to start the endorsement process for the candidate or ballot measure.

ARTICLE XI. GRIEVANCES, MISCONDUCT, AND POLICY ENFORCEMENT

The Local shall abide by the DSA-LA Misconduct Policy when responding to allegations of member misconduct covered by the Policy. As appropriate, policies and resources from the National organization will be implemented as they become available, in accordance with the DSA-LA Misconduct Policy.

ARTICLE XII. DELEGATES TO NATIONAL, REGIONAL, AND STATE BODIES

Delegates and alternates representing the Local to the National Convention and any other meeting of DSA bodies in which decisions binding on the Local are to be made will be elected by the full membership of the Local.

Delegates shall seek input and guidance, facilitated by the Steering Committee as necessary, from the Local membership body regarding the topics of debate at the convention.

ARTICLE XIII. PROHIBITED ACTIVITY

The Los Angeles Local shall not engage in activity prohibited by IRS guidelines, any similar rules established by the State of California, or the California Corporations Code. Nor shall the Local engage in any activity prohibited by resolutions adopted by DSA’s National Convention or DSA’s National Political Committee.

ARTICLE XIV. AMENDMENTS

Proposed amendments to these Bylaws must be made by written resolution, endorsed by 25 Local members, and submitted to the Steering Committee at least one (1) month in advance of a Local Meeting or the Annual Convention. The Steering Committee will make these proposed amendments available for members to review at least two (2) weeks in advance of the Local Meeting or Annual Convention and provide time on the Local Meeting or Annual Convention agenda to discuss and vote on them. If any proposed amendment receives a two-thirds supermajority of votes, the Steering Committee will update the bylaws accordingly.

Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number.

No amendment to these Bylaws shall extend the term of a Steering Committee member beyond that for which the Steering Committee member was elected.

ARTICLE XV. RULES OF THE LOCAL

Meetings shall be conducted in such a manner as to encourage member participation and deliberation. Contributions and perspectives from members of historically marginalized groups shall be represented and actively encouraged throughout.

The Rules contained in Robert’s Rules of Order, Newly Revised shall be used at all Chapter Meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the Local may adopt, or the discretion of the presiding chair to control proceedings. A failure to strictly comply with Robert’s Rules of Order shall not invalidate an otherwise valid action of the membership as specified in Article IV.

ARTICLE XV. INDEMNIFICATION

To the fullest extent permitted by law, this corporation shall indemnify its directors and officers, and may indemnify employees and other persons described in Corporations Code § 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in these Bylaws , shall have the same meaning as in that section of the Corporations Code.

On written request to the Steering Committee by any person seeking indemnification under Corporations Code § 5238(b) or (c), the Steering Committee shall promptly decide under Corporations Code § 5238(e) whether the applicable standard of conduct set forth in Corporations Code § 5238(b) or (c) has been met and, if so, the Steering Committee shall authorize indemnification. If the Steering Committee cannot authorize indemnification, because the number of Steering Committee members who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Steering Committee members who are not parties to that proceeding, the Steering Committee members shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code § 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the Steering Committee in a specific instance, expenses incurred by a person seeking indemnification under this Article in defending any proceeding covered by this Article shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

ARTICLE XVI. INSURANCE

This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Steering Committee members, employees, and other agents, to cover any liability asserted against or incurred by any officer, Steering Committee member, employee, or agent in such capacity or arising from the officer’s, Steering Committee member’s, employee’s, or agent’s status as such.

ARTICLE XVII. MEMBERS’ INSPECTION RIGHTS

Unless the corporation provides a reasonable alternative to that provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:

Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on 5 days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
Obtain from the Recording Secretary, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for Steering Committee members as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Recording Secretary shall make this list available to the member on or before the later of 10 days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.

The corporation may, within 10 business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.

If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Article, it may deny the member access to the membership list.

Any inspection and copying under this Article may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the corporation.

Steering Committee members shall have the absolute right at any reasonable time to inspect the corporation’s books, records, and documents of every kind, and to inspect the physical properties of the corporation. The inspection may be made in person or by the Steering Committee member’s agent or attorney. The right of inspection includes the right to copy and make extracts of books, records, and documents of every kind.

ARTICLE XVIII. ANNUAL REPORT

The Steering Committee shall cause an annual report to be sent to the members and Steering Committee members within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail:

The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
The principal changes in assets and liabilities, including trust funds;
The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
The corporation’s expenses or disbursements for both general and restricted purposes;
An independent accountants’ report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Steering Committee members and to any member who requests it in writing. If the Steering Committee approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission. If a report sent to the Attorney General in compliance with the requirements of California Government Code §§12580-12599.8 includes the information required in the annual report, then the corporation may furnish a copy of its report to the Attorney General in lieu of the annual report whenever it is required to furnish an annual report.

As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and mail, deliver, or send by electronic transmission to each member and furnish to each Steering Committee member a statement of any transaction or indemnification of the following kind:

Any transaction (a) in which the corporation, or its parent or subsidiary, was a party, (b) in which an “interested person” had a direct or indirect material financial interest, and (c) that involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either
Any Steering Committee member or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction, and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article XV of these bylaws, unless that indemnification has already been approved by the members under Corporations Code §5238(e)(2).

ARTICLE IXX. EMERGENCY POWERS

The emergency bylaw provisions of this Article are adopted in accordance with Corporations Code § 5151(g). Notwithstanding anything to the contrary herein, this Article applies solely during an Emergency, which is the limited period of time during which a quorum cannot be readily convened for action as a result of the following events or circumstances until the event or circumstance has subsided or ended and a quorum can be readily convened in accordance with the notice and quorum requirements of these bylaws:

A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, or drought, or regardless of cause, any fire, flood, or explosion;
An attack on this state or nation by an enemy of the United States of America, or on receipt by this state of a warning from the federal government indicating that an enemy attack is probable or imminent;
An act of terrorism or other man-made disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government function, or population, including, but not limited to, mass evacuations; or
A state of emergency proclaimed by the governor of the state in which one or more Steering Committee members are resident, or by the President of the United States.

During an emergency, the Steering Committee may:

Modify lines of succession to accommodate the incapacity of any Steering Committee member, officer, employee, or agent resulting from the emergency;
Relocate the principal office or authorize the officers to do so;
Give notice to a Steering Committee member in any practicable manner under the circumstances, including, but not limited to, by publication and radio, when notice of a meeting of the Steering Committee cannot be given to that Steering Committee member in the manner prescribed by these Bylaws; and
Deem that one or more officers present at a Steering Committee meeting is a director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

During an emergency the Steering Committee may not take any action that requires the vote of the members or otherwise is not in the corporation’s ordinary course of business, unless the required vote of the members was obtained before the emergency. Any actions taken in good faith during an emergency under this section may not be used to impose liability on a Steering Committee member, officer, employee, or agent.

ARTICLE XX. INITIAL COMPOSITION OF THE LOCAL

Notwithstanding anything to the contrary in these Bylaws, as of the date of the adoption of these Bylaws, the Local membership, the identity of all Local Officers, appointees, and electees, and the membership and composition of all committees and other bodies of the Local, including the Steering Committee, shall be the same as existed in the unincorporated Democratic Socialists of America – Los Angeles local immediately prior to the adoption of these bylaws. Any authority delegated by the unincorporated Democratic Socialists of America – Los Angeles local to any individual, committee, or other body of the Local shall be the same as existed in the unincorporated Democratic Socialists of America – Los Angeles local immediately prior to the adoption of these bylaws, except to the extent such authority would conflict with the terms of these Bylaws or governing law.

ARTICLE XXI. CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.

Without limiting the generality of the preceding sentence, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.