ARTICLE I NAME AND PURPOSE
The name of the coalition is Georgia Detention Watch.
Section 1.02 Purpose.
Georgia Detention Watch (hereinafter GDW) is a coalition of organizations and
individuals that advocates alongside immigrants to end the inhumane and unjust detention and law enforcement policies and practices directed against immigrant communities in our
state. Our coalition includes activists, community organizers, persons of faith, lawyers, and many more. There shall be two classes of members: Organization and Individual.
Section 2.02 Qualifications. Membership may be granted to any
individual or organization that supports the mission and purpose of the coalition, and who pays the annual dues set by the Steering Committee. Members shall have limited voting
Section 2.03 Termination.
The Steering Committee (herein after SC), by affirmative vote of two- thirds of all of the members of the SC, may suspend or expel a member, and may, by majority vote of those
present at any regularly constituted meeting, terminate the membership of any member in default in payment of dues.
Section 2.04 Resignation. Any member may resign by filing a written
resignation with the SC; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and
Section 2.05 Dues. Dues for membership shall be established by the
Section 2.06 Meetings. The annual membership meeting shall be held in March each year. The annual meeting will constitute the time when the members will elect the At Large seats
of the SC. The persons representing Organizations or Subcommittees on the SC are barred from voting for At Large seats. For this vote, a minimum of fifty percent of members
present in person or by proxy shall constitute a quorum. At all other membership meetings, a minimum of 10% of the members present in person or by proxy shall constitute a quorum
for transaction of business. Meetings may be called by the SC or at the request of any subcommittee, or at the request of at least 10% of the members by notice mailed, telephone,
or e-mailed to each member not less than 7 days before such meeting, unless agreed to otherwise. The SC is the policy-making body of GDW and may exercise all the powers and
authority granted to the Coalition by these Bylaws.
Section 3.02 Number, Selection, and Tenure. The SC shall consist of not less than three (3) At Large members or up to one third of the SC seats. Vacancies of At Large SC members
by reason of resignation, death, incapacity or removal before the expiration of their terms shall be filled by a majority vote of the remaining SC members, until the annual
membership meeting where the membership will vote for a replacement. In the event of a tie vote, the Chair of the SC shall choose the succeeding SC member. Organizations shall
have a maximum of ten (10) members on the SC. Organizational members shall be chosen by a lottery of all member organizations that choose to serve on the SC. Vacancies of an
Organizational SC member by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by the Organization. In the event the
Organization is no longer a member of GDW or no longer wishes to serve on the SC, then that opening shall be filled by lottery for the duration of time the seat would naturally be
filled. Subcommittees shall have one (1) representative of their choosing as a member of the SC. Vacancies of a Subcommittee SC member by reason of resignation, death, incapacity
or removal before the expiration of his/her term shall be filled by the Subcommittee. Each SC member shall hold office for a term of three (3) years. However, the first SC shall
be comprised of members who shall serve staggered terms, one-third shall serve one (1) year, one-third shall serve two (2) years and one-third shall serve three (3)
Section 3.03 The Steering Committee Chair. The SC shall elect a Chair amongst its members. The Chair will be determined by a two-thirds majority vote of the entire SC. The Chair
shall execute all duties found within these Bylaws and other duties as specified by the SC. The Chair will be voted on during the first meeting of the SC after the election of At
large members of the SC.
Section 3.04 Resignation. Resignations are effective upon receipt by the Chair of the SC of written notification.
Section 3.05 Regular Meetings. The Steering Committee shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the SC
Section 3.06 Special Meetings. Meetings shall be at such dates, times and places as the SC shall determine.
Section 3.08 Quorums. A quorum shall consist of a majority of the SC attending in person or through teleconferencing. The goal is for all decision making to be made through formal
consensus. In the event formal consensus is unattainable after reasonable efforts, then a super majority two-thirds of those in attendance is required. If less than a majority of
the SC is present at said meeting, a majority of the SC members present may adjourn the meeting on occasion without the need for a super majority or further notice.
Section 3.09 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the SC (including amendment of these Bylaws) or of any committee may be taken
without a meeting if all the members of the SC or committee consent in writing to take the action without a meeting and to approve the specific action. Such consent shall have the
same force and effect as a unanimous vote of the SC or of the committee as the case may be.
Section 3.10 Participation in Meetings by Conference Telephone. Members of the SC may participate in a meeting through the use of conference telephone or similar communications
equipment, so long as members participating in such meetings can hear one another.
Section 3.11 Committees. The SC may, by resolution adopted by the formal consensus (or in absence of formal consensus, a super majority) of the SC members in office, establish
committees of the SC composed of at least two (2) persons who may include non-SC members. The SC may make such provisions for appointment of the chair of such committees;
establish such procedures to govern their activities and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs,
business, activities, and mission of the Coalition.
Section 3.12 Reimbursement. SC members shall serve without compensation with the exception that expenses incurred in the furtherance of the Coalition’s business are allowed to be
reimbursed with documentation and prior approval. In addition, SC members serving the organization in any other capacity, such as staff, are allowed to receive compensation
therefore. The Executive Committee (EC) shall be comprised of not less than three (3) members of the SC and shall include the Chair of the SC.
Section 4.02 Appointment of the Executive Committee; Terms of Office. The EC shall be chosen by the SC at regular meetings of the SC, or, in the case of vacancies, as
Section 4.03 Resignation. Resignations are effective upon receipt of the Chair of the SC of a written notification.
Section 4.04 Removal. Any EC member may be removed by the SC at a meeting, or by action in writing pursuant to Section 3.08, whenever the SC’s judgment the best interests of the
Coalition will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.05 Authority of the Executive Committee. The EC shall be the Coalition’s representative to the press. The EC members shall determine when the Coalition will add its
support and name to any press release, including such releases made by the SC and Subcommittees. The EC will be the primary group to address, or to authorize the address of, the
Section 4.06 Paid Staff. The SC may hire such paid staff as they deem proper and necessary for the operations of the Coalition. The powers and duties of the paid staff shall be as
assigned or as delegated to be assigned by the SC. The SC may establish one or more Advisory Boards or Subcommittees.
Section 6.02 Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and subcommittees shall be established by a formal consensus vote of the
Section 7.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates
shall be signed or endorsed by such officer or officers or agent or agents of the Coalition and in such manner as shall from time to time be determined by resolution of the SC or
of any committee to which such authority has been delegated by the SC.
Section 7.03. Deposits and Accounts. All funds of the Coalition, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust
companies, or other depositories as the SC or any committee to which such authority has been delegated by the SC may select, or as may be selected by the Chair or by any other
officer or officers or agent or agents of the Coalition, to whom such power may from time to time be delegated by the SC. For the purpose of deposit and for the purpose of
collection for that account of the Coalition, checks, drafts, and other orders of the Coalition may be endorsed, assigned, and delivered on behalf of the Coalition by any officer
or agent of the Coalition. Section 7.04. Investments. The funds of the Coalition may be retained in whole or in part in cash or be invested and reinvested on occasion in such
property, real, personal, or otherwise, or stock, bonds, or other securities, as the SC in its sole discretion may deem desirable, without regard to the limitations, if any, now
imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3)
of the Internal Revenue Code.
The fiscal year of the Coalition shall be January 1 - December 31 but may be changed by resolution of the SC.
Section 1.01 Name.
ARTICLE II MEMBERS
Section 2.01 Classes.
ARTICLE III AUTHORITY AND DUTIES OF THE STEERING COMMITTEE
Section 3.01 Authority of Steering Committee. Section 3.07 Notice.
Meetings may be called by the Chair or at the request of any two (2) SC
members by notice e-mailed, mailed, or telephoned to each member of the SC not less than forty-eight (48) hours before such meeting.
ARTICLE IV AUTHORITY AND DUTIES OF THE EXECUTIVE COMMITTEE
Section 4.01 The Committee.
soon thereafter as possible. Additional members may be added to the EC by
the SC at any meeting of the SC.
ARTICLE V INDEMNIFICATION
Every member of the SC, officer or employee of the Coalition may be
indemnified by the coalition against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the SC, officer or employee in
connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the SC,
officer, or employee of the coalition, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided,
however, that in the event of a settlement the indemnification herein shall apply only when the SC approves such settlement and reimbursement as being in the best interest of the
coalition. The foregoing right of indemnification shall be in addition and not exclusive of all other rights to which such member of the SC, officer or employee is
ARTICLE VI ADVISORY BOARDS AND SUBCOMMITEES
Section 6.01 Establishment.
ARTICLE VII FINANCIAL ADMINISTRATION
Section 7.01. Fiscal Year.
ARTICLE VIII BOOKS AND RECORDS
Correct books of account of the activities and transactions of the
Coalition shall be kept at the office of the Coalition. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws,
and all minutes of meetings of the SC, in the event the Coalition becomes incorporated.
ARTICLE IX AMENDMENT OF BYLAWS
These Bylaws may be amended by a formal consensus vote of the SC, provided
that prior notice is given of the proposed amendment in the notice of the meeting at which such
action is to be taken, or provided all members of the SC waive such notice,
or by unanimous consent in writing without a meeting pursuant to Section 3.08.