Statement of Governance

Organizing Principles
The emphasis of EDA is the empowerment of autonomous grassroots citizen organizations acting at the local and state level to restore citizen control of honest, accurate and verifiable electoral processes. Therefore, EDA is organized as a collective of democratically self-managing Working Groups comprised of electoral integrity activists from all regions of the country working on local- and state-level campaigns.

EDA Working Groups correspond to the functional tasks EDA regards as essential elements of a comprehensive, well-integrated campaign that simultaneously applies whatever political, legal, legislative, and media tactics are most appropriate and effective for the conditions in a given electoral jurisdiction.

Election Defense Alliance is a sponsored project of the International Humanities Center, of Pacific Palasades, CA, and abides by the terms of agreement with that registered 501(c)3 nonprofit foundation.

Working Groups
EDA has initially established 15 Working Groups addressing 15 strategic or support functions. Each Working Group will be joined by election reform activists from different parts of the country who choose to concentrate on and develop strategies in a specialized area. Group members will collaborate by e-mail, fax and phone and may occasionally meet in person to carry out projects or attend meetings. Working Groups select a Coordinator or Co-Coordinators and delegate one such Coordinator as its voting representative to the Coordinating Council of the EDA.

The creation of additional Working Groups may be proposed by any participant in EDA at any time, and must be approved by a majority vote of the Coordinating Council.

Working Group Membership
Participation in EDA Working Groups is open to any citizen prepared to commit serious and sustained effort to restore publicly accountable, honest, and verifiable elections. Election reform activists throughout the country are encouraged to join a Working Group pertaining to their skills and interests and to bring to EDA the benefits of their experience working for electoral integrity at a local or state level.

Working Group Coordinators
Coordinators are elected by the members of their Working Group for a term of 12 months (excepting the initial term, as described below). Coordinators may serve more than one term, if so voted by their Working Group. If a group does not select a replacement within two weeks of a Coordinator’s expired term, the Executive Committee may appoint an acting Coordinator from that Working Group until the group shall make its own selection.

The initial members of the Coordinating Council will be appointed as Acting Coordinators of each Working Group by the Co-founders of Election Defense Alliance. The Acting Coordinators will be responsible for recruiting citizen volunteers to join their respective Working Groups and establishing plans and methods for carrying out the functional objectives of their Groups. At any time after a group has been established and the members of a Working Group so decide, they may designate by consensus or election any member(s) of the Group to assume the role of (non-"Acting") Working Group Coordinator or Co-Coordinator(s) and shall delegate one such Coordinator as their voting representative to the EDA Coordinating Council.

As often as possible, when issues arise within Election Defense Alliance for which votes are needed, the Working Group Coordinators poll their local level participants for input. The Working Group Coordinators are also responsible for reporting activities and positions of EDA as a whole back to the members of their respective Working Groups.

Coordinating Council
The EDA Coordinating Council is the governing body of EDA that sets policy and priorities and approves budgets and expenditures. The Coordinating Council is composed of the EDA Co-founders, the Coordinators representing each of the EDA Working Groups, and three ¹ Members-at-Large. Each Council member has one vote.

Members-at-Large
There will be three ² Members-at-Large on the Coordinating Council. The three Members-at-Large will initially be appointed by the co-founders of EDA. Thereafter, Members-at-Large will be elected annually at the first January meeting of the Coordinating Council. Anyone wishing to be a Member-at-Large may submit his or her name to the Secretary by November 30. Candidate names and statements will be circulated to all Working Group members the first week of December. Working Groups will each vote for two Members-at-Large in advance of the first January meeting of the Coordinating Council. At the first January meeting, every Council member will cast two votes. The Coordinators will cast their two votes according to the outcome of their Working Group vote. The two candidates receiving the greatest number of votes will be elected Members at Large.

Term of Office
A Coordinating Council member serves for 12 months. A Coordinating Council member may serve consecutive terms, if so elected.

Officers

Chair
The Chair of the Coordinating Council is the principal executive officer of the Coordinating Council. The Chair shall in general oversee, in good faith, the affairs of the Council. The Chair convenes regularly scheduled Council meetings, and presides or arranges for other members of the Executive Committee (see below) to preside at each meeting. The Chair acts as mediator to resolve conflicts among members of the Council or EDA Staff. The Chair may represent the Coordinating Council at public functions, or designate another Council member in his or her stead.

Secretary
The Secretary shall in good faith: (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; and (6) 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.

Treasurer
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 IHC regarding proper handling of funds, receipts, invoices, and all such records; (3) as required by IHC submit the books and records to IHC; and (4) 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. The Treasurer also shall make a report at each Coordinating Council meeting. The Treasurer shall join as a member of the Fundraising Working Group, assist the Coordinating Council and Staff in preparation of budgets as requested, help develop fundraising plans, and make financial information available to Council members.

The first set of officers shall be appointed by the co-founders on a temporary basis, to accommodate the gradual introduction of additional Acting Coordinators and to facilitate the immediate commencement of work.

Coordinating Council Executive Committee
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. The Executive Council is selected annually at the February Coordinating Council meeting, with the exception of the first set of officers.

Initially, the officers of the Executive Committee will be established by the co-founders of EDA, in order to begin operation. The other 2 members of the Executive Committee will be elected by the Coordinating Council at the second Council meeting, even if a complete Council has not yet been chosen.

Even if a member of the Executive Committee completes his/her term as Working Group Coordinator (and therefore is no longer the Council delegate from the Working Group), that Executive Committee member will complete his/her term on the Executive Committee and will retain a vote.

Coordinating Council Meetings
Coordinating Council meetings will be held bi-weekly 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.

At the discretion of the Executive Committee, the meetings may at times be held more frequently. As well, the Coordinating Council itself may determine at any time that more frequent meetings are required, and choose the frequency of meetings. In special circumstances, the Executive Committee may call for an urgent phone conference meeting on short notice.

Coordinating Council Agenda Items
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.

The Secretary is responsible for informing all Council members of upcoming meetings, for providing the exact instructions for telephone meetings, and for distributing a meeting agenda one week prior to meeting dates. Agendas may be modified as the meeting draws near.

Quorum
A quorum of the Coordinating Council is one more than half the members. Decisions are determined by a majority of votes. Any change in terms of governance requires a two-thirds majority vote.

Resignation and Removal from Office
A Council member may resign by giving written notice to the Secretary at any time.

Any Council member, officer, or agent elected or appointed by the Co-founders or the Coordinating Council may be removed at any time, with or without cause, by the affirmative 2/3 vote of the whole Coordinating Council, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. A Council's appointment of an officer or agent shall not of itself create contract rights. Notice must be sent to all Council members that removal will be on the meeting’s agenda.

When a Council member resigns or is removed, their replacement will be chosen by their Working Group as described above or, if a Member at Large, elected by the Coordinating Council.

Executive Committee Meetings
The Executive Committee will initially schedule weekly telephone conference meetings. Emergency meetings may be convened, or the frequency of meetings may be adjusted, by a motion of any Executive Committee member and a simple majority vote, or by a majority vote of the Coordinating Council.

If any officer of the Council 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.

Quorum for Executive Committee
Three members constitute a quorum of the five-member Executive Committee.

Election of Executive Committee Officers
Initially the Executive Committee shall be appointed by the EDA co-founders on a temporary basis to facilitate the immediate commencement of work. Thereafter, the Officers shall be elected to one-year terms by the Coordinating Council at the first Council meeting in February.

Terms of Office
The Executive Committee Officers shall hold office from March until March. They may hold office for two consecutive terms if so elected by the Council. The initial tenure of the original set of Acting Officers, appointed by the Election Defense Alliance Co-founders, will constitute one term. All elected Officers will remain in office until their successors are elected.

Election Defense Alliance Staff
Initially the Election Defense Alliance will hire a full-time Director and a half-to-full-time Webmaster.

Director
The Director has day-to-day responsibility for the administration of EDA business and duties determined by the Council. The Director is a nonvoting member of the Coordinating Council. 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. The Coordinating Council shall have sole authority to hire or dismiss the Director by a majority vote, and shall determine the Director's compensation.

Webmaster
The Webmaster will be hired by the Coordinating Council, on a half- to full-time basis (to be determined) to design, update, and maintain the structure, content and functionality of the Election Defense Alliance website and to manage the EDA e-mail subscription list and coordinate distribution of periodic EDA e-newsletters and announcements. The webmaster shall participate as a member of the Website and E-Mail Network subcommittees of the Communications Working Group.

Paid Working Group Coordinators
As finances permit, initially five to eight Working Group Coordinators will be compensated with half-time salaries and will be expected to work at least 20 hours per week on Election Defense Alliance work (not including Council meetings). The particular Working Groups to be assigned paid Coordinators are yet to be determined, and will be determined by the Executive Committee. Coordinators will be reimbursed for approved operating expenses supported by required accounting records. As funding permits, Working Groups may be assigned budget allotments. Those Working Group Coordinators who receive payment will abstain from voting in the Coordinating Council on matters affecting compensation.

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. 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
The Election Defense Alliance name must usually be followed by the phrase “working in concert with International Humanities Center” or “a project of International Humanities Center.” Whenever a Working Group 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 Working Group whether or not the materials require inclusion of the IHC wording.

Amendments
These rule of governance may be amended, altered, repealed or enhanced by an affirmative vote of two-thirds of the entire Coordinating Council. Proposed amendments must be submitted to the Secretary to be sent out with regular Council announcements.