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TR Group191 Seventh Avenue, 2S, New York, NY 10011 BYLAWS ARTICLE I The club promotes a political environment in New York County in which: Republicans regularly compete and win elections; Republican ideas for governance receive due consideration; Republican candidates and elected officials have a reliable, sizable, and informed base of support. The club works to build a membership level and income stream sufficient to support the club's activities. The club's activities support its mission. Section 1 Any individual who is attracted to the principles and ideals of the Republican party and wishes to promote the club's mission as set forth in article ii above, shall be eligible for membership in the club. Section 2 The club offers several classes of membership: San Juan Hill Circle, Presidential, Vice Presidential, and General Membership. Except as described in a) and b) below, the qualifications and privileges of the classes of membership are to be determined by the board of directors. Every member shall have all privileges of membership in the club and be eligible to vote or to be elected to an office of the club. The club offers the following privileges to all membership levels: on-line e-mail bulletins; mailings; membership card; invitations to events; periodic report from the club president. In addition, the following membership levels will be recognized as follows: a) The names of San Juan Hill Circle members shall be suitably inscribed in the permanent records of the club. Their names shall also be printed, with their permission, on various club materials. b) Members previously designated as Rough Riders are henceforth identified as members of the San Juan Hill Circle. c) Members who also are district leaders shall consult with the board of directors on a regular basis. Section 3 The board of directors (described in article v) of the club may create and abolish such othe classes of membership and set the dues as it shall deem appropriate. Section 4 The receipts from membership are to be depositied in a permanent fund or invested as the board of directors of the club shall from timt to time direct. The principal of the permanent fund may not be used for opertaing expenses with the exception of club house lease or rent expenses, but may, upon the vote of two-thirds of the board of directors be used for capital expenditures or permanent improvements. The income from the permanent fund may be used for operating expenses. Section 1 The officers of the club shall be a president, secretary, treasurer, and any vice president(s) as set forth in sub-section d) of this section. Those officers shall perform the duties prescribed by these bylaws adopted by the club and with the exception of the vice presidents, serve on the board of directors for the duration of their term. It is incumbent upon each officer to designate a surrogate at such time as the officer is unable to perform his duties. a) President The president shall be the chief executive and administrative officer of the club and shall preside at all meetings of the club. The chief executive shall also be responsible for coordinating the several committees and the chairmen thereof. b) Secretary The secretary shall be the custodian of and shall keep a record of all proceedings of the club and of the board of directors, and shall have such other duties as shall be assigned by the board of directors. The records of the secretary shall at all reasonable times be open to the inspection of any member. It shall be the duty of the secretary to draw up an agenda and to take and keep minutes to all meetings (including special meetings). All meetings of the club should be recorded and tapes should be kept for at least 1 year. The secretary will draw up an agenda for each meeting. All additions to the agenda must be presented to the secretary one week in advance of such meeting. c) Treasurer The treasurer shall have the care and custody of all funds of the club and shall disperse the same when and as directed by the board of directors, and shall have such other duties as shall be assigned by the board of directors. He shall deposit the club funds in such depository or depositories as may be designated by the board of directors. He shall keep in books provided for that purpose accounts showing all receipts and disbursements, which books shall be open to the inspection of the board of directors. He shall render an account of all his transactions and of the financial condition of the club whenever requested by the board of directors, and shall make a full report at the annual meeting of the club, of the financial condidtion of the club and of the receipts and disbursements of the past year, with such suggestions as to the financial management of the club as he may deem proper. The treasurer shall also present an annual budget to the board of directors for approval. This budget should outline disbursements and receits for the upcoming year while focusing of the short and long term goals of the club. An annual bank reconciliation must be performed by a board member who is not the treasurer and who is appointed by a majority of the board of directors. d) Vice President(s) From time to time the board of directors may find it necessary to appoint vice presidents to perform specific tasks. No more than 25 members shall hold this office at any time. Section 1 The general affairs of the club shall be managed by a board of directors (the "board") which shall consist of a total of not more than eleven members and not less than seven members. The president, treasurer, and secretary shall be members of the board. The remaining members of the board shall be determined by the procedures set forth in article xii. Members of the advisory committee and the chairmen and co-chairmen of all club committees shall be entitled to attend all meetings of the board, but shall have no vote thereat unless said individual is also a member of the board. Section 2 The board shall, subject in all respects (except as to expenditures) to such instructions and limitations as may be from time to time prescribed by the club, exercise a general oversight over the internal affairs of the club, control and manage its property, and enforce the preservation of order and obedience to its rules. All appropriations of the funds of the club, and all directions for the use of the clubrooms for other than club purposes, shall be made by or at the direction of the board. It shall have the power to authorize all necessary purchases and contracts. At every annual meeting of the club, the president shall report on the action taken by the board during the preceding year. Section 3 The board will meet on a fixed monthly schedule to be determined annually. All board meetings shall be presided over by the president; if the president is predisposed the meeting shall be presided over by the secretary. Special meetings of the board may be called by the president. At least five days' notice for all such special meetings shall be given to each member thereof. Section 4 Except as otherwise set forth in the by-laws: a) 75% of the board shall constitute a quorum for the transaction of business; and b) a simple majority of the board shall be sufficient for a motion to pass. Board members shall not miss more than three meetings of the board in any calendar year. To do so shall constitute resignation from the board. Section 5 Any vacancy occasioned by the death, resignation or removal of an officer or members of the board may be filled by the board. Section 6 From time to time the club will approach or be approached by a district leader or head of an organization with which the club may be interested in merging with. At such time the board reserves the right to offer the district or organizational leader a position of the board in exchange for the consolidation of their respective organization into the club. All changes to the size or structure of the board are pursuant to procedures described in article x. It should be noted, TR Group merged with the Gramercy Park Republican Club and with the Community Republican Club of Greenwich Village. Section 1 The names and residences of all persons applying for admission and date of posting shall be posted in a conspicuous place in the clubrooms. Section 2 All persons whose names are posted for admission shall be deemed admitted upon payment of their dues unless within sixty days after the date of such posting the board shall by a two-thrids majority of those present and voting determine to bar the admission of an applicant. All members shall be on a probationary period for one year. During the probationary period, the board by a two-thirds vote may terminate the membership of a member during the period of their probation without cause. Section 3 Members admitted on the date of or within sixty days prior to the annual meeting of the club shall be ineligible to vote at the annual meeting of the same calendar year. Section 1 The following permanent standing committees will exist in perpetuity. The chairman of these committees shall be appointed by the board. The president or his designee are members of each committee and can attend any committee meeting. a) Nominating Committee The board of directors shall constitute this committee. b) Membership Committee It is the duty of the chairman to present goals and a plan of action regarding membership for the coming year. The chairman must organize a committee of at least three members (in addition to the president and district leader(s) as provided for, above) that will meet regularly. The chairman shall make a report to the board at each regular meeting of the board. c) Fund Raising Committee It is the duty of the chairman to present goals and a plan of action regarding raising funds for the coming year. The chairman must organize a committee of at least three members (in addition to the president and district leader(s) as provided for , above) that will meet regularly. The chairman shall make a report to the board at each regular meeting of the board. Section 2 The board shall have the power to establish such additional standing committees as the board shall from time to time deem advisable to further the best interests of the club. The chairman of each such standing committee shall be agreed upon by the board. Section 3 Each chairman of a standing committee shall be responsible for holding regular meetings of such committee and shall report the activities of said committee to the board at its regular meetings. The same provision set forth in article v, section 4 shall apply to the absence of members of a standing committee from said committee meetings. Section 4 The accounts of the club shall be audited either by an accountant or by an audit committee to be appointed by the president and agreed to by the board, as from time to time determined by the board. Section 1 Any member may be suspended or expelled for cause by a vote of two-thirds majority of the members of the board, one month's previous notice in writing having been given to the member with a copy of the charge(s) proffered against him. Section 2 Any officer, other member of the board, or member of the advisory committee may be removed from office for cause at any meeting of the board, by a like vote, and upon like notice. Such expulsion or removal, in order to take effect, must first be ratified by a majority of the club at a stated meeting. Said member shall be not suspended or expelled without due process (i.e., member may present his case in an open forum at both the board meeting and the membership meeting). Section 1 The annual meeting of the club for election of officers, and members of the board of directors, shall be held on a date in May designated by the board of directors a the first of the year. Section 2 15% of paid members shall constitute a quorum for the transaction of business. If no quorum is present, the presiding officer may adjourn the meeting to any other day within one week, with the same 15% requirement for a quorum. A simple majority vote is sufficient for a motion to pass. Section 3 A special meeting of the club shall be held whenever a call is made by the president, a majority of the board, or whenever fifty members of the club shall make to the secretary a written request for the same, specifying the object of the meeting, and no other business than that specified in the notice shall be transacted at a special meeting. Section 4 Notices of each annual, regular or special meeting shall be mailed and/or e-mailed to each member, at the last address furnished by him, at least five days before the date of the meeting. Section 5 At the end of each general members meting, an opportunity shall be given to any member who wishes to engage in special orders. No special orders shall last in excess of five minutes. Section 6 Where disputes exist, Robert's Rules of Order may be consulted but are in no way binding. These by-laws may be amended by a two thirds vote of the board and a vote of three fourths of the members of the club voting at any meeting, provided the proposed amendment has been posted in a conspicuous place in the clubrooms at least five days before such meeting, and a notice of such posting sent to each member, directed to the last address furnished by him at least five days before the meeting at which the amendment is to be considered. Section 1 Nominations Every other year, at a regular meeting held in June, the board, acting as the committee as described in article vii, section 1 a), shall nominate a slate of candidates for the board of directors. Upon approval, the slate shall be sent to the membership by mail for a vote. The board shall recommend eleven candidates, and each member may write in candidates of their choice on his ballot. Each candidate is to be voted on individually, and each member shal vote for no more than eleven candidates. Candidates for president, secretary, treasurer shall also be nominated. The board shall also make recommendations for appointing committee chairmen and vice presidents. Vice presidents and committee chairs are so named and standing committees established upon approval by a majority vote of the board. From time to time the president, secretary, treasurer and board members will leave office during their term; at such time the committee shall present replacements to the board. Upon approval of the majority of the board, these interim appointments will serve until the next general election. Section 2 Elections To qualify to vote for the board an individual must be a member in good standing as of February 28 of the election year. To qualify for a position on the board an individual must have been a member in good standing for the previous two years. Section 3 Terms a) Officers, board members and committee chairman serve for two year terms. b) Officers and committee chairman are subject to a term limit of three consecutive terms (six years). A set of circumstances may be determined to constitute a "hostile takeover" threat whenever so deemed by a 80% vote of all board members (quorum for such vote being set at 100%). Should the club be subject to a hostile takeover threat the board of directors may protect the assets of the club. These assets include but are not limited to real property, bank accounts, investments and membership lists. In such an event and by an 80% vote of all board members (quorum for such a vote is set at 100%) the board may dissolve the club and shall establish a new organization. If the validity of the new organization is in any way challenged, the board, with a similar 80% vote of all board members, may contribute the assets to an organization of the board's choosing. |
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