CONSTITUTION OF THE CALIFORNIA STAFF ORGANIZATION CONSTITUTION OF THE CALIFORNIA

CONSTITUTION OF THE CALIFORNIA STAFF ORGANIZATION CONSTITUTION OF THE CALIFORNIA STAFF ORGANIZATION As Adopted by the CSO General Membership Adoption Date: 3 July 2003 Amended Date: N/A CSO Constitution i [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 CSO Constitution ii [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 TABLE OF CONTENTS Page PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I. ARTICLE II. ARTICLE III. ARTICLE IV. ARTICLE V. ARTICLE VI. ARTICLE VII. ARTICLE VIII. ARTICLE IX. ARTICLE X. NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 PURPOSES AND GOALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 MEMBERSHIP ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 MEMBER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ORGANIZATION STATUS AND AFFILIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 FINANCIAL SUPPORT FOR THE UNION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ELECTED REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 RESPONSIBILITIES, AUTHORITY , AND FUNCTIONS OF THE ELECTED REPRESENTATIVES ................................................................... 6 EXECUTIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 REPRESENTATIVE COUNCIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 GENERAL MEMBERSHIP MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 RECALL OF ELECTED REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 UNION DISCIPLINE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE XI. ARTICLE XII. ARTICLE XIII. ARTICLE XIV. ARTICLE XV. ARTICLE XVI. ARTICLE XVII. DUE PROCESS RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE XVIII. LAWS AND AUTHORITY OF THIS UNION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE XIX. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CSO Constitution iii [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 ARTICLE XX. ARTICLE XXI. INDEMNIFICATION OF OFFICERS AND OFFICIALS ACTING WITH AUTHORITY . . . . . . . 13 REPRESENTATION AND AFFILIATE STATUS OF THIS UNION . . . . . . . . . . . . . . . . . . . . 13 ARTICLE XXII. PARLIAMENTARY AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 CSO Constitution iv [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 CONSTITUTION OF THE CALIFORNIA STAFF ORGANIZATION P REAMBLE We recognize that each person’s worth is based on ability not on wealth, social distinction, or personal connections. We recognize that society and employment should neither sanction nor reward class, racial, religious, sexual, physical, or national distinctions. We recognize that men and women have historically struggled individually and collectively for control over their working and personal lives and for their political, economic, and cultural betterment. We recognize that interests of workers are fundamentally in conflict with those of their employers, because of the economic, social, and legal ordering of the current American Capitalism and employment practices. We recognize experience proves that the organization of workers and their unified action are imperative and essential to protect the employees’ fundamental rights and improve labor’s economic and working conditions. We recognize that we can achieve our common aims only through united action based on constant organizing and adherence to democratic principles. Therefore, we honor the following core values. Advocacy, We will achieve the professional and economic goals of CSO members and our families through effective union advocacy. Solidarity, We will honor and respect our CSO colleagues. We will sustain an organization characterized by true and abiding concern, trust, loyalty, and support for our sisters and brothers, their families and our greater society. We will stand together embracing diversity within our organization and the greater society. We will respect each other’s individuality, just as we affirm our need for collective responsibility. Relationship Building/ Organizing, We will strengthen CSO and enhance our ability to more effectively represent our members by building strong personal relationships among our members and organizing ourselves for collective action. Commitment to Public Education, We will work in partnership with members of the California Teachers Association and other coalitions to support, protect, and enhance our public schools. We will insist that all educational employees are accorded the respect, support, and resources commensurate with their roles and contribution to society. We will seek to ensure all students are provided an equal opportunity to attain the knowledge and skills they need to enjoy productive and meaningful lives. Social Justice, We will contribute to our profession and society through individual and collective commitments to social progress and democratic values. We who share these common values and interests, form ourselves into one, indivisible union and adopt the following constitution to guide our conduct and protect our democracy within the union. [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 CSO Constitution 1 A RTICLE I. N AME The name of this organization shall be the California Staff Organization, hereinafter referred to as “CSO” or “this Union.” A RTICLE II. P URPOSES AND G OALS This Union’s purposes shall be to: Purpose1: Represent its Members and all persons in its bargaining unit(s) in all their professional and employment relations with their employer, by employing organizing, bargaining, litigation, lobbying, and such other collective actions as may be necessary and appropriate. Purpose 2: Unite all workers within this Union’s jurisdiction, regardless of their race, national origin, socio-economic status, job classification, gender, sexual orientation, disability, or religion. To realize its purposes, this Union’s goals shall be to: Goal 1: Secure, promote, and protect the employment rights of all unit members to assure economic security, a safe and healthy working environment, and fair and equitable treatment. Secure, promote, and protect the equal employment opportunities for all and recognize that affirmative action is necessary to achieve this goal. Educate CSO’s Members in the history of the labor movement and in contemporary labor problems and tactics, to develop unity and loyalty to this Union, as we study and act on the problems of its Members. Develop and maintain parity and partnership with all unit members’ employers. Goal 2: Goal 3: Goal 4: A RTICLE III. Section 1. Section 2. JURISDICTION The geographic jurisdiction of this Union shall consist of the State of California. The occupational jurisdiction of this Union shall consist of workers employed to represent and assist educators and other employees in their professional and employment relations with educational institutions. Except as otherwise provided herein, the legislative, executive, and judicial jurisdiction of this Union shall extend in all respects related to its fundamental laws and over the representation of its Members and the persons in its bargaining units in achieving this Union’s purpose, goals, and objectives. Section 3. CSO Constitution 2 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 Section 4. In exercising its legislative, executive, and judicial jurisdiction, this Union shall hold full power and authority to: a. Adopt, amend, or repeal this Constitution, this Union’s Bylaws, Standing Rules, or Policy Statements, which together shall comprise the fundamental laws governing this Union and its members. b. Implement this Union’s fundamental laws through action or rules and regulation. c. Enforce and adjudicate compliance with this Union’s fundamental laws. d. Establish, assess, and collect the dues, fines, and other monetary assessments necessary for the maintenance and support of this Union’s organizational activities. e. Exercise all other powers and authority directly or indirectly granted by this constitution. Section 5. Except as otherwise provided in this Constitution, this Union’s legislative, executive, and judicial jurisdiction shall extend in all respects over all affiliate organizations. A RTICLE IV. M EMBERSHIP E LIGIBILITY Section 1. Membership in this Union shall be limited to the paid employees of an Employee Organization representing California’s educational personnel. To be a “Member in Good Standing” a person shall: a. Fulfill all the eligibility requirements for Membership in this Union. b. Fully and completely comply with all applicable provisions of this Constitution and the other fundamental laws of this Union. c. Have paid, in full, all applicable dues, special assessments, and other duly adopted financial obligations to this Union, currently due and payable. d. Not be subject to a suspension or termination of Membership in this Union. Section 3. In its sole and exclusive discretion, the CSO Representative Council shall render a final determination regarding any person’s eligibility for Membership. All Members of this Union shall be members of the National Staff Organization. Membership in this Union may be suspended or terminated for the following reasons: Section 2. Section 4. Section 5. CSO Constitution 3 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 a. Termination from employment by an Employee Organization representing California’s educational personnel by reason of: resignation; retirement; discharge; death; or incapacity. b. Determination by the Representative Council that a Member is not in Good Standing by reason of delinquency in payment of Membership dues or other assessments. c. As remedy for the commission of a Disciplinary Offense. A RTICLE V. Section 1. Section 2. M EMBER R IGHTS The Members of this Union are THE UNION . The Members of this Union shall constitute the highest governing body of this Union. The power of Membership of this Union to take or direct any action shall be limited only by the express terms of this Constitution and the Bylaws of this Union. Except as otherwise provided herein, this Union’s Members shall hold and exercise its legislative, executive, and judicial powers when convened in a state-wide or Electoral Area General Membership Meeting. All Members in Good Standing of this Union shall have the power and enjoy the equal rights and privileges to: a. Actively engage in the democratic governance of this Union; provided however, CSO Emeritus Members shall not have the right to vote or to hold elected office. b. Decide and establish the fundamental laws of this Union, the rules and regulations which implement these laws, and other decisions and policies of this Union. c. Decide and establish the financial policies and priorities of this Union. d. Request and receive the representation of this Union in all matters related to their professional and employment relations with their employer, to the extent and in such a manner as shall be established under the terms of this Constitution, the union’s other fundamental laws, and the rules and regulations implementing the fundamental laws. e. Determine all other matters of critical import to this Union. Section 3. Section 4. Section 5. Members’ right to vote on decisions related to employment agreements and the performance of work shall be limited to only those Members who perform the employment services or who are directly covered by the applicable agreement. CSO Constitution 4 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 A RTICLE VI. O RGANIZATION S TATUS AND A FFILIATION . Section 1. Section 2. This Union shall be an affiliate of the National Staff Organization. This Union may charter and permit organizations to affiliate with CSO, in compliance with this Constitution and under such terms and conditions as may be established in the duly adopted Bylaws and Standing Rules. A RTICLE VII. F INANCIAL S UPPORT FOR THE U NION Section 1. Section 2. The organizational activities of this Union shall be supported financially by its Membership. The amount and duration of dues and special assessments shall be established or changed by a vote of this Union’s Membership. A RTICLE VIII. Section 1. E LECTIONS This Union shall conduct all elections of officers, recalls of officers, contract ratification votes, strike votes, and all other elections, membership votes, or referenda by an open nomination and secret ballot procedure that complies with the “one-person, one-vote” principle. Any Member of this Union may observe the tallying of any CSO election, vote, or referendum. Except for the election of Representative Council Representatives and deliberations and actions taken during its Electoral Area General Membership meetings, this Union shall conduct all elections, votes, and other referenda through at-large elections. The Membership of this Union shall elect its representative on Representative Council by Electoral Area. Section 2. Section 3. Section 4. A RTICLE IX. E LECTED R EPRESENTATIVES Section 1. The Elected Representatives of this Union shall consist of: a. Four Executive Officers, who shall consist of one President, one Vice-President, one Secretary, and one Treasurer. b. The voting members of the Representative Council, the number of such Representatives eligible to serve from each designated Electoral Areas shall be determined by a representation formula that complies with the one-person, one-vote requirement. CSO Constitution 5 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 Section 2. The Representative Council shall be composed of: a. The voting members of the Representative Council, which shall consist of the four Executive Officers and the representatives of the Membership elected from each of this Union’s Electoral Areas, known as the Representatives. b. The non-voting members of the Representative Council which shall consist of the chairs of each standing committee. Section 3. The Members of this Union shall elect its Elected Representatives. a. The Members of this Union shall elect the Executive Officers through an at-large election in which all eligible Members in Good Standing of this Union may vote. b. The Members of this Union from each Electoral Area shall elect at least one Member in Good Standing to serve as their Representative on the Representative Council. Section 4. Section 5. Only those eligible Members of this Union in Good Standing may vote. This Union shall establish and provide for the Electoral Areas of this Union to ensure the most effective representation of CSO’s Members. The Members of this Union may establish limits on the length and/or number of consecutive terms to be served by the Elected Representatives. For the remainder of the term of office, all vacancies in the Elected Representatives of this Union shall be filled in a special election, except as otherwise provided in the article VII of the Bylaws of this Union. Section 6. Section 7. A RTICLE X. R ESPONSIBILIT IES , A UT HO RIT Y , R EPRESENTATIVES AN D F UNC T IONS OF T HE E LECT ED To the extent that such responsibilities, authority, and functions are not exercised by the general Membership: Section 1. The Elected Representatives of this Union shall act solely and exclusively in the interests of its members. In exercising the responsibilities, authority, and function of their offices, this Union’s Elected Representatives shall exercise prudence and reasonable care. At such times they are not convened in a General Membership Meeting, this Union’s Members shall delegate its executive and administrative functions to the Executive Officers, with such limitations and under such terms and conditions as the Members may duly adopt. Section 2. Section 3 . The role and function of the Executive Officers of this Union shall be to: CSO Constitution 6 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 a. Lead this Union in establishing its organizational goals and objectives. b. Guide this Union in formulating the fundamental laws and decisions governing this Union and its members. c. Represent this Union and its Members in dealings with their employer(s). d. Implement this Union’s fundamental laws and decisions governing this Union and its members. e. Jointly execute their roles and functions in this Union, as a cooperative part of an Executive Committee. f. Report regularly and answer to the Membership regarding any matters of CSO business and reasonable concern. Section 4. The responsibility of the President shall be to: a. Act as the presiding officer and chief spokesperson for this Union. b. Supervise the administrative and executive functions of this Union. c. Act ex officio as a member of all CSO committees. d. Act ex officio as the representative of this Union to the NSO. e. Advise and fully inform the members of the Executive Committee and the Representative Council regarding the policies, actions, and operation of this Union. f. Advise and fully inform the members of the Executive Committee and the Representative Council regarding any communication with the employers of this Union’s Members. g. Perform such other responsibilities as are customarily associated with the office or as directed by the Membership or the Representative Council. Section 5. The responsibility of the Vice-President shall be to: a. Act in the absence of the President. b. Advise the President and Representative Council regarding the policies, actions, and operation of this Union. c. Succeed to the Presidency if the office becomes vacant; CSO Constitution 7 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 d. Perform such other responsibilities as are customarily associated with the office or as directed by the Membership, or the President and the Representative Council. Section 6. The responsibility of the Treasurer shall be to: a. Act as the financial officer of this Union. b. Keep custody of all the assets of this Union. c. Prepare and maintain a full and complete statement of the financial condition of this Union. d. Prepare an annual budget for the operation of this Union, with the advice and consent of the Representative Council. e. Keep custody of all financial records of this Union. f. Report to the Membership and applicable government agencies regarding the financial condition of this Union. g. Advise the President and Representative Council regarding the financial affairs of this Union. h. Maintain records related to a roster of the Membership of this Union. i. Perform such other responsibilities as are customarily associated with the office or as directed by the Membership, or the President and the Representative Council. Section 7. The responsibility of the Secretary shall be to: a. Record the business and operations of this Union. b. Maintain a complete record of all official actions, communications, and publications of this Union. c. Distribute, disseminate, or cause to be delivered all communications and publications of this Union. d. Perform such other responsibilities as are customarily associated with the office or as directed by the Membership, or the President and the Representative Council. Section 8. At such times they are not convened in a General Membership Meeting, this Union’s Members shall delegate its legislative and judicial functions to a Representative Council, with such limitations and under such terms and conditions as the Members may duly adopt. The role and function of this Union’s Representative Council shall be to: Section 9. CSO Constitution 8 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 a. Establish the organizational goals and objectives of this Union. b. Set the agenda for the legislative actions of this Union. c. Formulate the fundamental laws and decisions governing this Union, its members, and its business affairs, consistent with the decisions and directions of the Membership of this Union or a Representative’s Electoral Area. d. Establish a budget for and determine the expenditures necessary to finance the organizational activities of this Union. e. Carry out the legislative and judicial functions of CSO. f. Report to the Membership regarding any matters of concern. A RTICLE XI. E XECUTIVE C OMMITTEE Section 1. An Executive Committee, composed of the four Executive officers, shall jointly execute the functions, duties, and responsibilities of the Executive Officers. The Executive Committee shall jointly exercise only such power, responsibility, and authority as each of the four titled, Executive Officers may individually hold. Perform such other responsibilities as are customarily associated with the operation of the Executive Committee or as directed by the Membership or the Representative Council and the President. Section 2. Section 3. A RTICLE XII. R EPRESENTATIVE C OUNCIL Section 1. The Representative Council shall be composed of: a. Voting Members, consisting of the Executive Officers and the Representatives of the Membership elected from each Electoral Area of this Union. b. Non-voting Members, consisting of the Chairs of the Organizing Team, Bargaining Team, and Grievance Committee who shall be ex officio members of the Representative Council. Section 2. The Representative Council of this Union shall convene and meet in regular session to conduct the legislative, executive, and judicial business of this Union. Meetings of the Representative Council may be called at any time by either: Section 3. CSO Constitution 9 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 a. The President, or b. Any eight (8) Representative Council Representatives. A RTICLE XIII. Section 1. C OMMITTEES CSO shall use a committee structure composed of Members in Good Standing to carry out the work of this Union. a. The standing committees of the CSO shall be the Elections Committee, the Organizing Team, the Bargaining Team, and the Grievance Committee. b. With a recommendation of the President, the Representative Council may establish such other special or ad hoc committees, task forces, or other working groups as needed to conduct the business of this Union. c. With a recommendation of the President, the Representative Council shall establish the duties and responsibilities of all standing committees and such other special or ad hoc committees, task forces, or other working groups it may create. Section 2. Committee Composition a. With a recommendation of the President, the Representative Council shall appoint the chairs and the members of standing committees, other special or ad hoc committees, task forces, or other working groups, and CSO’s trustees on all trusts. b. With a recommendation of the President, the Representative Council may remove any member of any committee, task force, or other working group or any CSO trustee on any trust. A RTICLE XIV. Section 1. G ENERAL M EMBERSHIP M EETINGS The General Membership of this Union shall convene at least once each year to conduct the legislative, executive, and judicial business of this Union. As needed, additional meetings of the General Membership may be called by: a. The Representative Council, or b. Petition of the Members. Section 2. CSO Constitution 10 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 Section 3. Each Electoral Area’s Representatives shall convene meetings of the General Membership for their area or parts thereof, which shall be referred to as Electoral Area General Membership or Electoral Area meetings. A RTICLE XV. Section 1. R ECALL OF E LECTED R EPRESENTATIVES No Elected Representative, appointed official, or agent of this Union shall engage in any act which: a. Constitutes malfeasance, misfeasance, nonfeasance, or conflict of interest in office; or b. Jeopardizes the general welfare of this Union, brings discredit or disgrace on this Union, or causes the Membership of this Union to lose confidence in the willingness or ability of the officer, official, or agent to perform the duties of the office. Section 2. In their sole and exclusive judgment and upon information, belief, or suspicion that any elected or appointed official of this Union has acted in violation of section 1 of this article, the Membership shall have the authority to recall the Elected Representative or appointed official. If a majority of the Members voting in a secret ballot election find that cause exists for the recall, the Membership shall remove the official from office. A RTICLE XVI. Section 1. U NION D ISCIPLINE This Union shall not discipline, suspend, or terminate the Membership of any person or impose any fine, except for just cause and after due process. This Union shall not discipline, suspend, or terminate the Membership of any person for an ex post facto Disciplinary Offense. The Members of this Union may adopt rules for Disciplinary Offenses and defining just cause for discipline to address any conduct which jeopardizes the welfare of this Union or the employment interest of its Members. Guilt under all Disciplinary Offenses and just cause for discipline shall be established through the due process procedures of article XVII of this Constitution and by such rules as the Membership may adopt in the the Bylaws or the Representative Council may adopt in the Standing Rules. Section 2. Section 3. Section 4. A RTICLE XVII. Section 1. D UE P ROCESS R IGHTS To promote union solidarity, the Members of this Union shall attempt to resolve their disputes through voluntary conflict resolutions procedures. CSO Constitution 11 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 Section 2. If voluntary conflict resolutions procedures fail to resolve Members’ disputes, all affected persons shall utilize this Union’s due process procedures to resolve the following disputes: a. Challenges to Election results. b. Challenges to Representation alleging that this Union, as the exclusive representative, has failed to provide any bargaining unit member with adequate representation in any matter related to negotiation, administration, or enforcement of an applicable collectively bargaining agreement. c. Challenges to Representation alleging that this Union’s own policies, procedures, and decisions have had a significant adverse impact upon any bargaining unit member’s employment relationship with their employer. d. Charges of Disciplinary Offenses. e. Such other allegations which the Representative Council deems necessary to resolve through a due process procedure to protect Members’ rights, preserve union solidarity, or promote the welfare of this Union. Section 3. This Union shall not discipline any Member, except after due process and a finding of just cause for discipline in a hearing before the accused Member’s peers. A RTICLE XVIII. Section 1. L AWS AND A UTHORITY OF THIS U NION This Constitution shall be the paramount law of this Union. The Bylaws, Standing Rules, Policy Statements, and decisions or actions of this Union shall be consistent with and subordinate to this Constitution. This Union’s President shall have the authority to interpret or construe this Constitution and the laws and decisions of this Union, subject to review and final approval by the Representative Council or the Members convened in a state-wide General Membership Meeting. Any person may grieve, challenge, object to, or otherwise dispute either this Union’s fundamental laws and decisions or this Union’s implementation and enforcement of its fundamental laws and decisions. Such persons shall first exhaust all remedies provided in this Constitution or in the Bylaws, Standing Rules, Policy Statements, or decisions of this Union before seeking redress from any court or agency. Except as specified in this Constitution or this Union’s Bylaws, Standing Rules, Policy Statements, and the decisions of this Union, no Elected Representative, appointed official, or other agent of this Union or of its affiliates shall have the power to act as the agent of or otherwise bind this Union or the NSO. Section 2. Section 3. Section 4. CSO Constitution 12 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 A RTICLE XIX. Section 1. A MENDMENTS Any Member in Good Standing may propose an amendment to this Union’s Constitution by obtaining a majority affirmative vote of the Representatives present at a Representative Council meeting or by petition signed by at least twenty percent (20%) of the Membership of the CSO. The Members in Good Standing shall adopt all proposed amendments to this Constitution by either: a. A two-thirds (2/3) majority of the Members present and voting at a General Membership meeting of this Union; or b. A simple majority of the total Membership of this Union through mail ballot referendum. Section 2. Section 3. This Union shall provide its Members reasonable notice and opportunity to vote in all referenda to amend this Constitution or this Union’s Bylaws. A RTICLE XX. INDEMNIFICAT IO N A UTHORITY OF O F F IC E R S AN D O F FICIALS A CT ING WIT H Section 1. This Union shall indemnify and hold harmless its elected or appointed officials and other authorized agents of this Union from and against any and all claims, demands, liabilities, obligations, suits, or any other form of action at law or equity, arising from or related to the performance of any duties authorized under the fundamental laws of this Union. A RTICLE XXI. Section 1. R EPRESENTATION AND A FFILIATE S TATUS OF THIS U NION Regardless of any change in the name, corporate identity, or affiliation of the employer(s) — including but not limited to the California Teachers Association — whether the result of affiliation of, merger with, or organizational successor, the representation status of this Union shall remain unaltered. Specifically, no change in the name or the corporate identity of any employer shall alter, or affect, or otherwise change: a. The essential employment relationship between such employer organization(s) and the employees represented by this Union. b. The essential identity of the contracting parties to any collective bargaining agreements between an employer and this Union or its affiliates. c. The representational status of this Union or its affiliates, nor create any question concerning representation. CSO Constitution 13 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003 Section 2. Neither this Union nor any of its affiliate locals may dissolve, secede, disaffiliate from the National Staff Organization while one third (33%) or more of the total Membership dissents. When a questions arises related to dissolution, secession, or disaffiliation: a. The Secretary of this Union or the secretary of the affiliate local contemplating dissolution, secession, or disaffiliation shall provide the National Staff Organization fifteen (15) days written notice of any meeting convened for the purpose of considering or presenting the question for decision. b. This Union and its affiliate local shall afford a representative(s) of the National Staff Organization the opportunity to speak at such a meeting. Section 3. Section 4. Upon dissolution, secession, or disaffiliation, the Representative Council, in its sole and exclusive discretion, shall distribute all property, funds, and other assets of this Union or all of its affiliates to: a. National Staff Organization’s Charley Love Crisis Fund; or b. An INTERNAL REVENUE CODE sections 501(c)(3) tax-exempt entity whose purposes and goals are substantially similar to the purposes and goals this Union. c. Provided, however, neither the Representative Council nor any other agencies shall distribute such property, funds, and other assets individually or collectively to the Members. A RTICLE XXII. P ARLIAMENTARY A UTHORITY On all matters of procedure not otherwise covered by this Constitution or the Bylaws of this Union, the latest edition of Robert's Rules of Order Newly Revised shall establish the applicable parliamentary procedure. CSO Constitution 14 [CSO Constituon 2003 E01-O24.wpd] 3 July 2003