ARTICLE I: Name
SECTION 1: The name of this corporation is POI Foundation (“League”).
ARTICLE II: PURPOSES
SECTION 1: The League is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law of California for public purposes.
SECTION 2: The specific purpose of the League shall include without limitation,
1) Organizing the National Parliamentary Debate Tournament of Champions.
2) Reporting on important news in the parliamentary debate community.
3) Overseeing the creation and compilation of free and publicly available educational resources for parliamentary debate students and coaches.
4) Helping establish and maintain tournaments, high school clubs, and other events that offer parliamentary debate.
5) Increasing access to parliamentary debate for socioeconomically or regionally disadvantaged students and schools.
6) Providing democratic representation to the high school parliamentary debate community.
ARTICLE III: DEFINITIONS
SECTION 1: A deadline stated as being ‘X’ days prior to a given event shall be defined as being exactly ‘X*24’ hours prior to 11:59PM of the day on which that event starts.
SECTION 2: For purposes of membership eligibility, “parliamentary debate” is a debate format in which a two-student team affirming the resolution debates a two-student team negating the resolution. The exact text of the resolution is given to students no earlier than 60 minutes prior to the start of the round and no later than 10 minutes prior to the start of the round. The combined duration of all speeches in the round is at least 30 minutes. Each team gets at least three speeches. This definition does not limit what types arguments the teams may bring in the round or the discretion of tournaments to be managed independently.
SECTION 3: A “season” shall last one year, shall start on July 1, and shall end on June 30 of the subsequent year.
SECTION 4: A “school” is an institution in the United States of America that serves students in grades 9 through 12, is an accredited public school or a registered private school, and graduating from which grants its students a high school diploma.
SECTION 5: For the purposes of membership eligibility, a “tournament” shall consist of at least three preliminary rounds, shall be open to all schools, and shall be open to any high school student a school wishes to enter. A tournament may, however, restrict the number of entries per school and/or cap the total number of entries per tournament. This definition does not limit the discretion of tournaments to be managed independently.
SECTION 6: A voting member (“member”) is a school that registers for the League. The school automatically loses membership eligibility on the day when it has gone for more than 365 days without competing in at least two parliamentary debate tournaments. Registration procedure shall be determined by the legislative code. Until the legislative code determines it, registration procedure shall be determined by the Board.
SECTION 7: A “region” is any state in the United States of America, with the exception of California, that contains at least three members.
In addition, the following sets of California counties shall be regions, so long as they contain at least three members:
1) Alameda, Contra Costa, Del Norte, Humboldt Lake, Marin, Mendocino, Monterey, Napa, San Francisco, San Benito, San Mateo, Santa Clara, Santa Cruz, Siskiyou (West of Yreka), Solano (South-West of Highway 12), Sonoma, Trinity
2) Alpine, Amador, Butte, Calaveras, Colusa, El Dorado, Fresno, Glenn, Inyo, Kern, Kings, Lassen, Madera, Mariposa, Merced, San Joaquin, Modoc, Nevada, Placer, Plumas, Sacramento, Shasta, Sierra, Siskiyou (East of Yreka), Solano (North-East of Highway 12), Stanislaus, Sutter, Tehama, Tulare, Tuolumne, Yolo
3) Los Angeles (Except Bonita, Claremont, and Pomona school districts), San Luis Obispo, Santa Barbara, and Ventura
4) Imperial, Los Angeles (Only Bonita, Claremont, and Pomona School Districts), Orange County, Riverside, San Bernardino, San Diego
SECTION 8: A “legislative act” is any proposal passed by the Legislature other than a bylaw amendment. A legislative act is an amendment to the legislative code. An amendment is the addition, removal, or changing of text. “Legislative code” consists of the text all past legislative acts other than text amended by subsequent legislative acts.
SECTION 9: If the numbering of an article or section in the California Corporations Code, these bylaws, or the legislative code is changed, the Secretary shall change the numbering of references to that article or section in these bylaws or the legislative code and shall change the numbering of other bylaw and legislative code articles and sections in order to make the numbering consistent.
ARTICLE IV: LEGISLATURE
SECTION 1: The Legislature shall be composed of representatives of the member schools.
SECTION 2: The adult representative of every member school shall be its head coach or its assistant coach named for this purpose by the head coach. In case of a dispute, the school principal shall have final say over who shall count as the school’s head coach for the purposes of representation. If there is no head coach, the school principal may designate a person affiliated with the school to serve as its adult representative. No person shall be the adult representative for more than two schools. Any natural person who is a high school graduate and is 18 years or older shall be eligible to be an adult representative.
SECTION 3: The adult representative of a member school (or, if there is no adult representative, the school principal) may create a procedure for the students of her/his school to elect a student representative. The student representative must be a student at the school which she/he is representing.
SECTION 4: No school may have more than one adult representative. No school may have more than one student representative. A school may choose to waive its right to have either an adult representative or a student representative by not naming them.
SECTION 5: Every representative shall have one vote.
SECTION 6: Any adult representative can choose another school’s adult representative to serve as a proxy and empower that proxy to cast a vote on any given proposal on the representative’s behalf at a regular league meeting. The adult representative designating a proxy must correspond with the Secretary in writing to make this official. If a regular league meeting is held at a tournament, a representative shall not transfer her/his vote to a proxy if that representative’s school is attending the tournament. A vote cast by a proxy on a representative’s behalf is final and shall count as that representative’s vote on any proposal voted on by the Legislature.
SECTION 7: No proxy shall be allowed to cast more than 20% of the votes on any proposal.
SECTION 8: All representatives and proxies shall be guaranteed a secret ballot when the Legislature elects officers or votes on proposals regarding decisions about individual people.
ARTICLE V: REGULAR LEAGUE MEETINGS
SECTION 1: The Legislature shall have the power amend the bylaws and the legislative code at regular league meetings.
SECTION 2: Regular league meetings shall be scheduled at least once per season.
SECTION 3: The time and location of a regular league meeting shall be determined by the previous regular league meeting. The Board shall have the power to change the time and/or location by a two-thirds vote. A regular league meeting can also be called by a petition listing the proposed meeting time, location, and Chair and supported in writing by the majority of all representatives in the league. Each regular league meeting should be announced to the representatives at least 30 days prior to that meeting.
SECTION 4: A regular league meeting shall be chaired by the President or adult designee, unless a different Chair is listed in the petition calling that meeting.
SECTION 5: The quorum for a regular league meeting shall consist of at least 10 representatives physically present.
SECTION 6: Any representative can sponsor a proposal to amend the bylaws or legislative acts at a regular league meeting by submitting the exact text of the proposal in writing (or having the Chair submit it on the sponsor’s behalf) to the other representatives at least 15 days prior to the vote.
SECTION 7: Other school representatives can suggest changes in proposal text to the sponsor. If the sponsor agrees to those changes, the sponsor shall re-submit the proposal in writing (or having the Chair submit it on the sponsor’s behalf) to the school representatives at least 10 days prior to the vote.
SECTION 8: If the sponsor does not agree to those changes, the school representative who suggested the changes can sponsor a counter-proposal. Any representative can sponsor a counter-proposal at a regular league meeting by submitting the exact text of the counter-proposal in writing (or having the Chair submit it on the sponsor’s behalf) to the other representatives at least 10 days prior to the vote. A counter-proposal is defined as a proposal which contradicts the text of a proposal submitted prior to it.
SECTION 9: The Legislature can, by a two-thirds vote, not counting abstaining votes, suspend submission deadlines for legislative act proposals. The Legislature shall not suspend submission deadlines for bylaw amendment proposals.
SECTION 10: If a region has no representatives physically present at a regular league meeting, the proxy from that region with the most votes shall be allowed to participate and vote in that meeting remotely.
SECTION 11: The voting procedure shall be as follows:
1) Representatives and proxies shall review the ballot options, namely the status quo, the original proposal, and, if submitted, any counter-proposals.
2) Each representative and proxy shall vote for his/her first choice or abstain.
3) The ballot option with the fewest number of votes shall be eliminated.
4) Each representative and proxy shall vote on his/her first choice out of the remaining options or abstain.
5) This procedure shall be repeated until only one option remains.
6) The last remaining option shall be considered passed by the Legislature if it received the affirmative votes of at least 20% of the total number of representatives in the League. A vote for a proposal shall be considered affirmative if it ranks the proposal higher than the status quo.
7) In the case of a bylaw amendment proposal, the last remaining option must also receive a two-thirds affirmative vote of the league meeting, not counting abstaining votes, in order to be considered passed by the Legislature.
8) At any step, the tie between the status quo and a proposal or counter-proposal shall be resolved in favor of the status quo. The tie between two proposals shall be resolved in favor of the one submitted earlier for that given meeting.
ARTICLE VI: ONLINE LEAGUE MEETINGS
SECTION 1: The Legislature shall have the power to pass bylaw amendment proposals and legislative act proposals at online league meetings.
SECTION 2: An online league meeting shall be any scheduled submission of votes by representatives on proposals to the Secretary via email or another online platform chosen for this purpose by the Board.
SECTION 3: Any representative can sponsor a proposal at an online league meeting by submitting the exact text of the proposal in writing (or having the Secretary submit it on the sponsor’s behalf) to the other representatives.
SECTION 4: After the original proposal is submitted to the representatives, there shall be a 10-day (240-hour) review period before voting can begin. All subsequent text revisions made to the proposal by its sponsor must be submitted to the representatives during that period.
SECTION 5: A legislative act proposal shall be considered passed by the Legislature if it receives the affirmative votes of a simple majority of the total number of representatives in the League, not counting explicitly abstaining votes.
SECTION 6: A bylaw amendment proposal shall be considered passed by the Legislature if it receives the affirmative votes of a two-thirds majority of the total number of representatives in the League, not counting explicitly abstaining votes.
ARTICLE VII: BOARD OF DIRECTORS
SECTION 1: The Board of Directors (“Board”) shall have the power to make all decisions about the League, so long as these decisions are consistent with the bylaws and the legislative code.
SECTION 2: Every elected officer shall be a director of the Board.
SECTION 3: Every director shall have one vote on the Board.
SECTION 4: The six elected officers shall be:
1) The President, who shall chair league meetings and board meetings (except where stated otherwise in these bylaws), create agendas for these meetings, oversee and coordinate the activities of the other officers, represent the League to tournament directors, school district and school administrations, and other people and organizations on behalf of member schools.
2) The Secretary, who shall take Board and league meeting minutes, organize officer elections, maintain an updated member roster, manage communication between the League and its members, update the bylaws and the legislative code once new proposals are passed, and conduct student opinion surveys about important matters in the parliamentary debate community.
3) The Treasurer, who shall manage League finances and report on them to the representatives. The Treasurer shall be the chief financial officer of the League.
4) The TOC Director, who shall organize the National Parliamentary Debate Tournament of Champions.
5) The Website Director, who shall oversee a website reporting on important news in the parliamentary debate community, collecting data for rankings used to determine the qualification to the National Parliamentary Debate Tournament of Champions, and overseeing the creation and compilation of free and publicly available educational resources for parliamentary debate students and coaches.
6) The Outreach Director who shall work toward increasing the regional and socioeconomic diversity of the league, toward establishing and maintaining parliamentary debate school programs, tournaments, other events and toward encouraging existing parliamentary debate school programs, tournaments, and other events to get involved in the league.
All directors shall have read through the full current text of these bylaws.
Any officer shall have the power to temporarily transfer some of her/his duties to a designee.
Further details of elected officer duties may be defined in legislative code.
SECTION 5: Any natural person who is a high school graduate and is 18 years or older shall be eligible to be an officer.
SECTION 6: The Board shall have the power to create and define additional officer positions and appoint people to fill those positions. The Board shall strive to use this power to increase the regional diversity of league officers. The Board shall have the power to remove appointed officers who are not directors.
SECTION 7: The elected officers shall have the power to grant an appointed officer a seat on the Board (thereby making that officer a director) so long as two thirds of elected officers approve of this, and so long as this would not change the fact that elected officers hold the majority of seats on the Board. Elected officers shall have the power to remove an appointed officer from the Board (thereby making that officer no longer a director) so long as a majority of elected officers approve of this.
SECTION 8: The Board shall have the power to delegate the management of the activities of the League to a committee of officers, provided that the activities and affairs of the League shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
SECTION 9: A director’s vote on a Board decision shall be considered official once it is communicated to the other directors in writing and signed, or taken in a voice vote at an in-person or teleconferencing meeting of the Board.
SECTION 10: Each director shall have one vote.
SECTION 11: In order for a Board to make a decision, a majority of seated directors must vote “yes” on that decision. Tied Board votes will be resolved in favor of the status quo.
SECTION 12: All Board decisions and appointments shall expire at the end of the season during which they were made. The term of appointed directors shall likewise expire at the end of the season during which they were appointed.
SECTION 13: The Board shall have the power to determine its internal procedures, within the limits established by these bylaws and by Title 1, Division 2, Part 2, Chapter 2, Article 1 of the California Corporations Code.
SECTION 14: No person shall serve as director (regardless of the specific officer position) for more than five consecutive seasons.
For the purposes of term limits, serving for only part of the season shall count as serving for the full season.
Term limit rules shall be enforced starting in the season beginning in 2019.
SECTION 15: No person shall be allowed to hold more than one Board seat or elected officer position.
ARTICLE VIII: BOARD ELECTIONS
SECTION 1: Regular elections for all elected officer positions shall be scheduled by the Board to occur in March, April, or May and shall be announced to the representatives at least 30 days prior to the start of the elections. The Board shall designate a 7-day period during which representatives can vote on officer candidates.
SECTION 2: Elections of officers shall be conducted online in a manner determined by the Inspector of Election within the limits established by the bylaws, legislative code, and board decisions. Counting votes and other elections logistics shall be the duty of the Inspector of Election. The Inspector of Election may not be a candidate in the elections she/he supervises. The Secretary shall serve as the Inspector of Election, or, subject to the approval of the Board, designate a Inspector of Election. The Board shall create procedures to ensure the integrity of the vote and the verifiability of the vote count.
SECTION 3: Candidacies must be declared in writing to the representatives by the candidate (or the Inspector of Election declaring on behalf of the candidate) at least 15 days prior to the elections.
1) If there is only one candidate for an officer position, that candidate shall become an officer once she/he is confirmed simple majority vote of all representatives who cast a ballot.
2) If there are two candidates for an officer position, the candidate receiving more votes shall become officer.
3) If there are three or more candidates for an officer position, the Instant Runoff Voting method shall be used. The school representatives shall rank the candidates from most to least preferred. The ballots shall be counted, and the candidate with the smallest number of voters who picked him/her as their top choice shall be eliminated. The voters who voted for the eliminated candidate shall have their ballots re-distributed to their second choice, if indicated, then their third choice, and so on. This procedure shall be repeated until only one candidate remains. That candidate shall become an officer.
4) A tie at any of the steps shall be resolved in favor of the candidate who is the top choice for the greater number of people, then, if that is also a tie, the second choice, and so on. An otherwise unbreakable tie shall be resolved by a coin toss.
SECTION 5: Further election procedures can be specified in the legislative code and Board decisions.
SECTION 6: Once elected, an officer’s term shall start once the season for which she/he was elected begins, and shall conclude once that season ends. If an officer is elected to fill a vacancy, that officer’s term shall start immediately after the election and shall conclude at the end of the season during which the election was held. The term of an appointed officer shall start as soon as that officer is confirmed by the Board and shall conclude at the end of the season during which that officer was appointed.
SECTION 7: Special elections for one or more elected officer positions, whether vacant or not, can also be called at any point during the season by a petition listing the proposed 7-day period for the elections, the Inspector of Election, and supported in writing by the majority of all representatives in the league. If the incumbent elected officer declines to run in the special election or loses the special election, her/his term shall end 5 days after the end of elections. Once elected, the replacement officer shall count as an elected officer, shall be a director, and shall serve until the end of the season during which she/he was elected.
SECTION 8: An elected officer can be removed from the Board by a unanimous vote of other elected officers, not counting abstentions.
SECTION 9: An officer may resign by submitting a resignation in writing to the Board.
SECTION 10: Any person who is charged with a felony by a government prosecutor or grand jury shall be immediately automatically suspended from her/his officer duties. The person charged can then be reinstated in her/his duties by a two-thirds vote of the remaining officers, not counting abstaining votes. Any person who is deemed by a government court to be unable to make decisions and/or has a person with the power of attorney acting on his/her behalf shall be immediately automatically suspended from her/his officer duties until such time as she/he is deemed by a government court to be able to make decisions and/or the power of attorney is no longer in place. Any person declared legally dead by the government shall be immediately automatically removed from her/his officer duties.
SECTION 11: An elected officer position vacancy may occur if no candidates run for the position or if a candidate who runs is not approved by the Legislature.
SECTION 12: In the event of an elected officer position vacancy, the remaining elected officers shall, as soon as possible, by a simple majority vote, not counting abstaining votes, using the Instant Runoff Voting method if there are more than two candidates, elect a replacement officer. Once elected, the replacement officer shall count as an elected officer, shall be a director, and shall, unless removed, serve until the end of the season during which she/he was elected.
ARTICLE IX: JUDICIARY
SECTION 1: The Judiciary shall consist of not less than three and not more than seven former elected officers. Judicial officials may serve until they choose to resign or until they are impeached by the Board. A judicial official who has resigned may be eligible to serve on the judiciary again after a period of one year. No individual may simultaneously serve on the Board and on the Judiciary.
SECTION 2: Former elected officers will be asked by the Board to serve on the Judiciary by recency, so that individuals who have most recently served on the Board have priority. Elected officers who are removed may not be eligible to serve on the Judiciary. The Board may fill vacancies on the Judiciary at will until the Judiciary contains seven members but should minimize periods in which the judiciary contains an even number of members.
SECTION 3: Judicial officials may resign by submitting a resignation in writing to the Board. If a resignation will reduce the judiciary to fewer than three members, the judicial official should serve until another former elected officer agrees to join the Judiciary.
SECTION 4: Judicial officials may be impeached by a unanimous decision of the Board. Judicial officials are considered removed or suspended from the judiciary under the same conditions as officers are (see VIII.8).
SECTION 5: The Judiciary shall have the power to arbitrate disputes between member schools, arbitrate disputes between the Board and the Legislature, and determine sanctions to tournaments that deviate from normal and/or announced procedures.
SECTION 6: Any officer or representative may petition the Judiciary by submitting a query in writing, and the Judiciary must issue a public response to the petition. The Judiciary may also consider petitions from any other community member but is not required to rule on them. The Judiciary may refer petitions to the Board or Legislature if it deems they do not fall under its jurisdiction or would be better decided by wider review.
SECTION 7: The Judiciary shall have the power of judicial review. This means that the Judiciary shall have the power to overturn any decision that contradicts a decision higher up in the league decision hierarchy. The league decision hierarchy shall be as follows:
1) The bylaws.
2) The legislative code
3) Board decisions
4) The decisions of officers performing their duties
5) The decisions of designees performing their duties
Ties shall be resolved in favor of the more recent decision.
SECTION 8: Judicial officials shall make decisions by simple majority. Ties shall be broken by the Board.
ARTICLE X: TRANSPARENCY
SECTION 1: As per Title 1, Division 2, Part 2, Chapter 13, Article 2 of the California Corporations Code, the league bylaws, legislative code, board policies, league meeting minutes, list of directors, list of officers, list of judiciary officials, member roster, and list of all financial transactions engaged in by the League shall be made available to the public at least once per season.
SECTION 2: New directors and officers shall be announced to representatives by the secretary within 10 days after the day on which they assumed office. League meeting minutes and the text of all approved proposals shall be released to the representatives within 10 days after the day on which the league meeting ended. A list of all financial transactions engaged in by the League shall be made available to any representative upon request within 30 days.
ARTICLE XI: DEDICATION OF ASSETS
SECTION 1: Upon the dissolution or winding up of the League, its assets remaining after payment, or provision for payment, of all debts and liabilities of the League shall be distributed to the National Speech and Debate Association.
ARTICLE XII: RATIFICATION
SECTION 1: These bylaws shall be considered ratified once it receives the support of at least 15 head coaches of schools eligible for league membership.
SECTION 2: This article shall be deleted from the bylaws at the conclusion of the 2018 calendar year.
ARTICLE XIII: TRANSITION TEAM
SECTION 1: The Transition Team shall consist of Mat Marr, Basil Abushama, Everett Rutan, Julie Herman, and Iain Lampert.
SECTION 2: The Transition Team shall perform the functions of the Board until the first Board is elected.
SECTION 3: The Transition Team shall appoint the Inspector of Election for the first Board elections.
SECTION 4: The Transition Team shall appoint a person to manage member registration until the first Board is elected.
SECTION 5: Once the Transition Team hands over power to the first elected Board, Transition Team members shall count as “former elected officers” for the purposes of eligibility to serve in the Judiciary.
SECTION 6: This article shall be deleted from the bylaws at the conclusion of the 2020 calendar year.