Skip to main content
search
0

Bylaws

PREAMBLE

The now and present members of the New York Young Republican Club, Inc., comprising of and serving the Republican citizens of the whole and incorporated New York City, to better serve our Party, City, State, and Nation, through educating the general citizenry about the Republican Party, and to support the candidates running for office as Republicans, and to develop the younger members of the party to be its eventual leaders, do hereby declare that this document will serve as the Bylaws governing the New York Young Republican Club, Inc.

ARTICLE I – NAME

Section 1. The Club governed under these Bylaws shall be known as the New York Young Republican Club, Inc. and shall be referred to in this document as such, or as the “Club.”

Section 2.  The Board of Governors may adopt a different name for the Organization by a three-fourths majority vote if:   

  1. Such a change is necessary or advantageous under the laws of the state of New York; or
  2. At the discretion of the Board of Governors

Section 3. The Board of Governors shall endeavor to prevent the association of the Club’s name with any campaign, political cause, or other organization except in the manner prescribed by these Bylaws. 

ARTICLE II – OBJECTS

Section 1. The objects of this Club shall be:

To promote and maintain the principles of the Republican Party; to foster within the Republican Party and make practical in service of the municipality, state and nation, the idealism characteristic of youth; to correct in our own party that tendency of all parties to make organization an end rather than a means; to develop sound principle and public spirit in party politics; to promote honest and fair electoral methods, to the end that the expression of the popular will by whatever party or body, shall be as free, untrammeled and equal as possible; to resist and expose political corruption; to advocate merit rather than partisan service as entitling to public office; to watch legislation and to encourage public attention to and efficiently criticize the conduct of government.

ARTICLE III – MEMBERSHIP

Section 1. Any citizen, national, or legal resident of the United States of voting age in New York State with a general preference for, or sympathy with, the principles of the Republican Party and a desire to promote the objects of the Club as outlined in these Bylaws shall be eligible for Membership in this Club. The President, or a majority vote of the Executive Committee, may admit with good cause, which shall be determined at the President’s discretion, Membership to an applicant who is not otherwise qualified.

Section 2. Membership in the Club may be that of General Member, Associate Member, or Honorary Member (collectively, the “Membership”).  The Membership classes are defined as:

  1. General Member. Any persons, aged 18-40, who have paid dues in full, according to the Treasurer, herein defined, must, at the time of Membership application, either reside, be employed, or attend an academic institution in the New York metropolitan area. 
  2. Associate Member. Any persons who do not otherwise qualify for General Membership. Associate Members are dues-paying members, but may not, unless granted special permission by the Executive Committee, make a motion or vote on any matter at any meeting.
  3. Honorary Member. Any persons awarded Honorary Membership status by the President or by a majority vote of the Board of Governors of the Club. Such members are permitted to take part in Club activities. Honorary Members shall have no vote in Club matters, shall be prohibited from making motions at any Club meeting, and shall be ineligible to hold office in the Club. There shall be no residency or age restrictions on this class of Membership.

Section 3. The Membership Committee shall be responsible for approving all qualified applicants deemed to be of good character and benefit to advancing the objects of the Club. An application may also be rejected by a majority vote of the Executive Committee or Board of Governors.  Should the Membership Committee duly approve the application, the applicant shall automatically become a member at the close of the first meeting they attend. Application for Club Membership shall set forth the name, age, residence, business address, telephone number, and email address of the applicant and such other particulars as the Membership Committee may prescribe. Every application shall be accompanied by the payment of one year’s dues and such other fees, including an initiation fee, that may be set by the Executive Committee or Board of Governors, except as otherwise provided. Should the Membership Committee reject the application, it shall refund dues paid upon application with such notice.

Section 4. The Board of Governors is hereby authorized to set forth the rights and privileges associated with any class of Membership, set additional categories of Membership within the classes previously established, and determine rates of Membership dues for such categories of Membership. The Board of Governors may initiate these changes at any time with notice provided to the Membership of changes to Membership dues or the creation of new Membership classes and categories. In addition, the Board of Governors may hold events limited to one or more classes of Membership while excluding any other class of Membership.

Section 5. The dues of members shall be payable on a date defined by the Board of Governors before the end of the fiscal year (“Membership Dues Date”). Within thirty calendar days after the Membership Dues Date, members whose dues are unpaid shall cease to be in Good Standing and shall be notified by the Recording Secretary. Such notice shall also inform the member that unless the dues are paid within thirty days from the notice’s date, the member’s name may be stricken from the roll of members. If dues remain unpaid thirty days after the notice’s date, the Board of Governors may strike the member’s name from the rolls. The Recording Secretary shall keep a record of all names so stricken.

Section 6. If a Club member cannot pay dues because of financial hardship, the member may apply for a waiver of dues by corresponding with the Treasurer. The final decision will be at the discretion of the President.

Section 7. While absent on active duty, members serving in the military may be exempted from dues upon application to the Treasurer; they shall not be liable for dues when visiting New York City under orders.

Section 8. The Board of Governors may, at its discretion, exempt from the payment of dues any Member in Good Standing who has been elected or appointed to public office as a Republican where, in the opinion of the Board, the election or appointment to such office reflects particular honor upon the Club. However, in no event shall the exemption so granted extend beyond the respective member’s tenure in said office.

Section 9. The Executive Committee or Board of Governors may, by a majority vote, ban, suspend, or censure any member or non-member of the Club for any act or conduct which, in the sole discretion and opinion of the Board, is detrimental to the interests of the Club, including bad character. Members must receive written notice of the action taken by the Board of Governors within five days of the decision. Banning, suspension, or censure of a Past President requires a unanimous vote of the Board of Governors. Any member or non-member that is banned or suspended from the Club is prohibited from joining or re-joining the Club and attending Club events, effective immediately upon ban or suspension.

Section 10.  Former Club members who were expelled may be reinstated by the Executive Committee or Board of Governors under such terms and conditions as shall be established in the discretion of the Executive Committee or Board of Governors, including the payment of a reinstatement fee.

Section 11. Members are defined as being in “Good Standing” if they have no outstanding dues, have not been expelled, suspended, or censured, and have attended at least two meetings in the previous twelve months.

Section 12. “Voting Members” and “Voting Membership” shall be defined as all General Members in Good Standing who are not also voting members of any other local Young Republican organization.

Section 13. Voting Privileges for Club members, including the Executive Committee, and the Board of Governors, may be suspended if they are delinquent in their financial obligations to the Club or its contracted agents.

Section 14. Resignation of Membership shall be made to the Recording Secretary in writing.  No resignation shall be accepted until all indebtedness to the Club of the member resigning has been discharged. A resigning member shall not be entitled to receive any refund, prorated, or otherwise, of any Membership dues previously paid.

Section 15. The Club’s Membership list may not be divulged without a three-fourths vote of the Executive Committee.

Section 16. All Club Members and non-members, at any Club-affiliated event or while engaged in any Club-related activity (which includes any Club-related electronic communications), must comply with all applicable local, state, and federal laws, and the Club Bylaws, Code of Conduct, Sexual Harassment Policy, and all other Club standards, rules, policies, and event-specific instructions. Any violation of the aforementioned Bylaws, Code of Conduct, policies, laws, rules, standards, or instructions–as determined in the sole discretion and opinion of the Board–may result in the banning, suspension, or censure of such member or non-member per Section 9 of this Article.

ARTICLE IV – PROCEDURE

Section 1.  The most recent revision of “Robert’s Rules of Order” shall govern all proceedings of this organization to which they are applicable except where its provisions conflict with the Bylaws or standing rules of the Club. If there is a discrepancy in the interpretation of Robert’s Rules of Order, it shall be the President’s duty to resolve such differences. The President may assign the parliamentary authority to another member of the Club.

Section 2. Votes shall be decided by a majority vote unless otherwise specified herein. Each Voting Member, regardless of title, shall have one vote.

Section 3. The Club may adopt standing rules as deemed necessary to conduct regular business. Standing rules may be adopted, suspended, or modified by a majority vote of the Board of Governors or the Voting Membership.  The Club may not adopt any standing rules that conflict with these Bylaws.

Section 4. A resolution representing the views and positions of the Membership on any specific issue may be introduced at any General Meeting of the Club by any Voting Member of the Club. It may be considered immediately, insofar as such resolution is not inconsistent with any law, the Club Bylaws, or any standing rules of the Club. Resolutions must be presented and read aloud or distributed in writing to all members present before a vote for passage.

Section 5. A proposed policy platform may be presented to the Voting Membership for adoption by any Voting Member. The text of any proposed platform shall be sent to the Voting Membership at least fourteen days before the General or Special Membership Meeting at which the platform is to be considered. A platform shall be adopted only by a majority of those voting.

Section 6. Any vetoes of the President or Executive Committee, herein defined, may be overturned by a three-fourths vote of the Voting Membership present.

Section 7. Any Governor can be censured or impeached if found to be incompetent, derelict in performing duties or engaging in activities detrimental to the Club with the specific instances or actions cited with supporting evidence or documentation wherever possible.

Section 8. Governors may be censured with a two-thirds vote of the Board of Governors or two-thirds vote of all Voting Members present. Governors must receive notice in writing a copy of the charge(s) referred against them within five business days of the motion to censure, and, if the charges include a complaining party, the complaining party must bring and be named in the charging documents. A vote to censure a Governor can be held no fewer than seven days after a successful motion to censure, and the vote must be held in person via secret ballot. Proxy votes shall not be considered. The Governor subject to censure must be allowed to respond at or before the meeting at which the vote to censure is considered.

Section 9. Impeachment proceedings must be initiated by a motion, seconded, and then approved by a two-thirds vote of the Board of Governors or a two-thirds vote of all Voting Members present and not present. Articles of Impeachment brought to the floor by motion against a Governor can be passed only by a two-thirds vote of all Voting Members present. Articles of Impeachment brought to the floor by motion against an Officer can be passed only by a three-fourths vote of all Voting Members present. Governors and Officers must receive notice in writing a copy of the charge(s) referred against them within five days of the motion, and, if the charges include a complaining party, the complaining party must bring and be named in the charging documents. A vote to impeach can be held no fewer than seven days after a successful motion, and the vote must be held in person via secret ballot. Proxy votes shall not be considered. The Governor or Officer subject to removal must be allowed to respond at or before the meeting at which the vote to remove is considered. Each Governor or Officer retains his right to be a member of the organization with full privileges and voting rights.

Section 10.  The Voting Membership or the Board of Governors may vote to adopt a Code of Conduct to detail community agreements on expected standards of civility and acceptable behavior. For issues resolved within the Club’s jurisdiction, such a Code shall set forth a process for handling grievances and mediating disputes between members. Any Code of Conduct adopted by the Voting Membership must be approved by the majority of the Board of Governors. Any vetoes by the Board of Governors, herein defined, may be overturned by a three-fourths vote of the Voting Membership present.

Section 11. The Club’s Voting Membership or the Board of Governors may endorse by majority vote a candidate in any city, statewide, or national race provided any such candidate has either registered as a Republican at the time of endorsement or is running as a Republican, and any city or statewide referenda, initiatives, propositions, or other ballot measures. The Club’s Voting Membership or Board of Governors shall not be restricted in endorsing during a Republican primary election. Any endorsement issued by the Club’s Voting Membership must be approved by the majority of the Board of Governors. Any vetoes by the Board of Governors, herein defined, may be overturned by a three-fourths vote of the Voting Membership present. In no event shall the Club’s Voting Membership or Board of Governors endorse a candidate in any race that is running against a Club Member in Good Standing.

Section 12. Any Voting Member of the Club may file a request to rescind an endorsement by submitting a signed, dated request, with a basis for the request to the Campaigns Committee. If supported by a majority of the Board, the endorsement of a candidate or ballot measure may be placed before the Voting Membership for rescission. The Voting Membership, by a two-thirds majority vote, may vote to rescind an endorsement. Any endorsements made by the Board of Governors may be rescinded by a two-thirds majority vote of the Board of Governors. 

Section 13. Upon completion of elections for Officers of the Executive Committee or upon appointment to the Board of Governors, Officers and Governors shall, as a matter of ceremony, recite the following Oath of Office:

“I, [insert name], do solemnly swear that I will faithfully execute the office of [insert title] of the New York Young Republican Club, and will adhere to the governing documents of the New York Young Republican Club. I pledge to advance the objects of the New York Young Republican Club and carry out the duties of my office to the best of my ability. So help me God.”

ARTICLE V – EXECUTIVE COMMITTEE

Section 1. The executive authority shall reside in the elected offices of President, Vice President, Treasurer, Recording Secretary, and Corresponding Secretary and in the additional non-elective offices of Chairman, Executive Secretary, and Sergeant-at-Arms, which shall constitute a body known as the Executive Committee. Except as noted in Article VI, only Voting Members who have been members of the Club for at least one year and are registered members of the Republican Party unless exempted by the Board of Governors may hold office on the Executive Committee. To serve as President, one must have been a member of the Club for at least two years continuously and must have served at least a one full year as a member of the Board of Governors, or as an Officer on the Executive Committee, or as Chairman of any Club Caucus; a combination of accrued service time between any of the aforementioned classes are considered valid contributions toward the one year service requirement, except that service time accrual shall only be counted for one role when serving in two President-eligible roles concurrently. No member shall be a candidate for or hold multiple elected offices within the Club at any one time. The Executive Committee shall be required to act ethically and morally in all its dealings and business.

Section 2. The outgoing President shall fill the office of Chairman. If the outgoing President declines to serve or is ineligible to serve as Chairman, then each eligible outgoing Officer of the Executive Committee, in the order in which they are listed in these Bylaws, shall be offered to fill the vacancy, including the previous Chairman.

Section 3. The Executive Secretary and Sergeant-at-Arms shall serve as Appointed Officers on the Executive Committee for a one-year term and shall be nominated by the President annually and confirmed by a majority vote of the Board of Governors. Eligible nominees shall have served at least one full term on the Board of Governors. These Appointed Officers shall be non-voting Officers of the Executive Committee and ex-officio Voting Members of the Board of Governors.

Section 4. The Assistant Treasurer, Assistant Recording Secretary, Assistant Corresponding Secretary, and Assistant Executive Secretary shall serve as non-voting members of both the Executive Committee and Board of Governors. Assistant Officers may second motions but they may not make them.

Section 5. The Executive Committee shall be generally responsible for raising revenue, authorizing expenditures, managing administrative functions, organizing General Membership meetings, proposing amendments to these Bylaws, performing all tasks that may be necessary and proper to execute the duties and responsibilities outlined in these Bylaws, and ensuring compliance with all applicable local, state, and federal laws.

Section 6. The Executive Committee has authority over all subjects not explicitly granted to the Voting Membership, including the interpretation of these Bylaws. The Executive Committee may, by a three-fourths vote of the entire voting members of the Executive Committee, veto any decision of the Voting Membership or Board of Governors. Members of the Executive Committee serve for a two-year term.

Section 7. It shall be the Executive Committee’s responsibility to deliver a report at each meeting where Club business is transacted detailing the Club’s status.

Section 8. Vacancies in the Executive Committee shall be filled for the unexpired term with a nominee selected by the President and confirmed by a majority vote of the Board of Governors. A vacancy in the office of the President shall be filled by a nomination of the Executive Committee and confirmed by a majority vote of the Board of Governors. 

Section 9. With the advice and consent of the Board of Governors, the Executive Committee may, from time to time, create Special and Ad Hoc Committees and define their powers and duties.

Section 10. Executive Committee meetings shall be held at such times and places as the President shall decide, and each Officer shall receive at least five days’ notice from the President. A majority of the voting Officers of the Executive Committee shall constitute a quorum. These meetings shall be open only to Officers and Assistant Officers unless the Executive Committee deems otherwise. Electronic communications shall be an acceptable form of conducting the Executive Committee’s business with the President’s consent.

Section 11. Proxy voting shall be permitted for meetings of the Executive Committee. A proxy may only be assigned from one voting Officer to another, or to the absent Officer’s Assistant. Any proxy may be revoked and shall conclusively be deemed revoked by the granting of another proxy bearing a later date or by attendance at the meeting. If any Officers hold proxies from the same absent Officer, the proxy with the later date will be allowed to be cast.  However, if the proxies are dated the same, they are both void.

Section 12. The most up-to-date copy of these Bylaws shall be maintained by the Executive Committee and made readily available to the General Membership. The Executive Committee shall make reasonable efforts to ensure that all public copies of these Bylaws are properly updated once amendments to the document are made.

Section 13. The Executive Committee shall adopt rules to effectuate its duties set forth herein and elsewhere. Said rules shall be consistent with and shall not be construed to supersede any provisions of this Club’s Bylaws.

ARTICLE VI – OFFICERS

Section 1. The “Gavel Order” for all Club meetings shall be the order that the Officers are listed in these Bylaws.

Section 2. The President will have the following duties and powers. The absence of a specific power or responsibility from this list is not necessarily a denial of its existence:

  1. Serve as the Chief Executive Officer and leader of the Club in all matters, public or private, and act as Authorized Signatory to see that all orders and resolutions of the Board and/or Club and/or Executive Committee are carried into effect and shall have such other powers and duties as are usually vested in the office of President of a corporation organized under the Not-for-Profit Corporation Law of the State of New York.
  2. Supervise the activities of the Club and perform all other duties incidental to the office.
  3. Represent the Club as its spokesman at various functions and events.
  4. Issue statements on current affairs and other political matters on behalf of the Club.
  5. Select and remove the Committees’ Chairmen, with the Executive Committee’s advice, and be deemed an ex-officio member of all Committees.
  6. Preside over and set the agenda for all Club meetings with the Executive Committee’s advice, and act as Chief Parliamentarian.
  7. Present a State of the Club report annually to the Membership.
  8. Have the authority to introduce matters for the Executive Committee’s or Board of Governors’ consideration, veto any Club decision, and see that all orders, mandates, policies, directives, and resolutions of the Club are effectuated.
  9. Establish administrative procedures not otherwise provided for in these Bylaws.
  10. Create or terminate official non-elected offices, define their powers and duties, and appoint persons to such positions. This shall include Ad Hoc and Special Committees.
  11. Ensure that the organization is registered correctly with all necessary entities.
  12. Have general superintendence and direction of all other Officers, Governors, and staff of the Club.
  13. Bestow honors, distinctions, and awards, subject to the powers and duties of an Awards Committee, if it exists.
  14. Have a casting vote in case of a tie in any Club meeting.
  15. Be responsible for enforcement of the Bylaws and standing rules of the Club.
  16. Develop yearly organizational goals and outcomes with the advice and consent of the Board of Governors.
  17. If deemed necessary, create an independent special Audit Committee to review the Club finances and appoint its Chairman. The Chairman may not be a member of the Executive Committee, Board of Governors, or Finance Committee. This Chairman will act as the Club Comptroller and will submit reports to the Board of Governors. The Chairman shall have access to all statements of all accounts associated with the Club.

Section 3. The Vice President shall:

  1. Perform such duties as may be assigned by the President.
  2. At the request of, or in the absence or disability of the President, exercise and perform the President’s duties until the President can resume duties or the term expires, whichever is sooner.
  3. Be deemed to be an ex-officio member of all Committees.
  4. Be a signatory on all accounts as deemed necessary by the President.

Section 4. The Chairman, if one exists, shall:

  1. Serve and vote on the Executive Committee.
  2. Provide advice to the Executive Committee and Board of Governors regarding the previous administration’s policies, meetings, and events.
  3. Provide assistance and advice to the current President.
  4. Perform duties designated by the current President.
  5. Be deemed to be an ex-officio member of all Committees.

Section 5. The Treasurer shall:

  1. Serve as the Chief Financial Officer and accountant for the Club and as an Authorized Signatory on behalf of the Club concerning financial transactions and business.
  2. Collect all dues and other sums due to the Club, maintain a bank account for holding such funds, and pay Club bills, including certification fees, from such funds.
  3. Advise the President, Executive Committee, and the Board of Governors of the financial condition of the Club.
  4. Serve as an ex-officio member of the Finance Committee & Fundraising Committee.
  5. With the President’s advice and consent, set the procedures for reimbursement of Club members for Club expenses and handle the Club’s day-to-day monetary arrangements.
  6. Be responsible for developing fundraising ideas and soliciting donations with assistance from the Fundraising Committee.
  7. With the President’s advice and consent, propose a budget to the Board of Governors, hereinafter defined, for approval at the beginning of each fiscal year.
  8. Be responsible for administrative and tax filings for & on behalf of the Club and arrange for the filing of taxes where necessary.
  9. With the President’s advice and consent, have the discretion to establish and maintain investment accounts to invest club funds in securities, including but not limited to cash and cash equivalents, marketable securities including equities, and fixed income securities.
  10. Maintain accurate financial records of all receipts and disbursements.
  11. Make disbursements as authorized by the President.
  12. Present to the Board of Governors monthly a summary of the Club’s financial status, including assets, liabilities, and all income and expenditures from the previous month.
  13. Appoint an Assistant Treasurer if necessary and desirable for the efficient performance of the duties of the office. At the request of or in the absence or disability of the Treasurer, the Assistant Treasurer shall perform all the duties pertaining to that office. 

Section 6. The Recording Secretary shall:

  1. Serve as the Chief Operating Officer of the Club.
  2. Handle recordkeeping relating to the Club’s operation outside of fiscal matters, keep a file of all committee reports and copies of all minutes of the term’s meetings, and record and collate the minutes of the meetings of the Membership, Executive Committee, and the Board of Governors.
  3. Maintain an inventory of all Club property.
  4. Assist the President in preparing meeting agendas.
  5. Codify enacted resolutions, standing rules, policies, and actions, whether written or verbal and make them available upon request to any Club member.
  6. Maintain a list of all Members in Good Standing, with the Membership Committee’s aid, and produce a certified copy of the said list at the Election of Officers’ meeting.
  7. Notify Members of actions taken by the Board of Governors affecting them.
  8. Notify Honorary Members of their status when appointed.
  9. Serve as an ex-officio member of the Rules and Membership Committees.
  10. Appoint an Assistant Recording Secretary if necessary and desirable for the efficient performance of the duties of the office.  At the request of or in the absence or disability of the Recording Secretary, the Assistant Recording Secretary shall perform all the duties pertaining to that office. 

Section 7. The Corresponding Secretary shall:

  1. Serve as the Chief Marketing and Communications Officer of the Club. 
  2. Conduct correspondence as directed by the President, Executive Committee, Board of Governors, or a majority of the Membership and read all correspondence or a summary thereof at meetings.
  3. Be responsible for the issuance of Membership meetings and event notices.
  4. Assist with preparing newsletters, press releases, digital media, and other communications or media required for the Club’s functioning.
  5. Serve as the Club’s spokesperson on behalf of the President when delegated by the President. 
  6. Fulfill the duties of the Recording Secretary if the Recording Secretary is not available to take meeting minutes.
  7. Serve as an ex-officio member of the Communications and Publications Committee. 
  8. Appoint an Assistant Corresponding Secretary if necessary and desirable for the efficient performance of the duties of the office. At the request of or in the absence or disability of the Corresponding Secretary, the Assistant Corresponding Secretary shall perform all the duties pertaining to that office. 

Section 8. The Executive Secretary must be a member of the Club but need not be a voting member of the Club. The Executive Secretary shall:

  1. Serve as the Executive Director of the Club.
  2. Coordinate relations with the Club’s Board of Advisors, if one exists, and serve as a point-of-contact on the Executive Committee for its members.
  3. Appoint an Assistant Executive Secretary if necessary and desirable for the efficient performance of the duties of the office. At the request of or in the absence or disability of the Executive Secretary, the Assistant Executive Secretary shall perform all the duties pertaining to that office.
  4. Fulfill the duties of the Recording Secretary or Corresponding Secretary if neither is available to take meeting minutes.
  5. Perform such duties as may be assigned by the President.
  6. Be deemed to be an ex-officio member of all Committees.

Section 9. The Sergeant-at-Arms shall:

  1. Serve as the Chief Security Officer of the Club.
  2. Maintain order at Club meetings and ensure that no unauthorized individuals enter the meeting place.
  3. Call all Club meetings to order.
  4. Lead or designate a leader for the Pledge of Allegiance at the beginning of all Club meetings.
  5. Perform the Oath of Office undertaken by all newly elected or appointed Officers and Governors.
  6. Arrange or oversee the arrangement of the room and equipment for each Club meeting.
  7. Greet all guests and Members to Club meetings and provide any other service that will add to the comfort and well-being of these individuals.
  8. Perform such duties as may be assigned by the President.

ARTICLE VII – BOARD OF GOVERNORS

Section 1. The Club shall be managed and governed by a board of directors to be known as the Board of Governors, consisting of all Committee Chairmen, appointed by the President with the advice of the Executive Committee, to hold office for one year and until their successors shall be appointed and take office, or upon a vote of the Executive Committee removing the said member from their Committee Chairmanship, or upon the decision of the President to do the same. The President, Vice President, Chairman, Treasurer, Recording Secretary, and Corresponding Secretary shall also be members ex-officio with full powers.

Section 2.  The Board of Governors shall be charged with the management responsibilities of the Club as prescribed in these Bylaws and delegated to it by the Executive Committee and shall, subject to the powers and limitations granted in these Bylaws, have the necessary powers to carry out this responsibility. The Board of Governors shall designate and maintain a permanent headquarters for the Club when feasible and oversee the Club’s general administration, management, and procedure. It shall make such rules and regulations not inconsistent with the Club Bylaws as it may deem proper, and may submit proposed amendments to these Bylaws. It shall have the power to recommend appointments of Officers and members of Standing and Special Committees. It shall also approve the Treasurer’s budget at the commencement of each fiscal year and may, from time to time, alter or amend the same.

Section 3.  Except as explicitly provided elsewhere in these Bylaws, a voting member of the Board of Governors must be a Voting Member of the Club in Good Standing, under the age of forty-one, a registered member of the Republican Party unless exempted by the Executive Committee in writing, and shall be otherwise eligible to be a Governor.

Section 4. Board Members are to be styled as “Governors” and shall be defined as all elected and non-elected Officers, Assistant Officers, Permanent Standing Committee Chairmen, Ad Hoc & Special Committee Chairmen, Standing Committee Co-Chairmen, and At-Large Members of the Board of Governors. The total number of Governors shall never exceed thirty-two, excluding all Officers.

Section 5. The President and Vice President shall serve as Chairman and Vice-Chairman of the Board of Governors. The Recording Secretary and Corresponding Secretary shall also serve as the Recording Secretary and Corresponding Secretary of the Board of Governors.

Section 6. The Board of Governors may elect At-Large Board Members from the Voting Membership of the Club to serve on the Board of Governors. Members-At-Large shall have all the same voting powers and term length as other Governors. The President shall determine the duties of Members-At-Large with the advice and consent of the Board of Governors. 

Section 7.  The Board of Governors shall meet at least once per calendar month on such dates as the Board of Governors may fix. Special meetings of the Board of Governors may be called by either the President or by a majority vote of the Board of Governors and shall be arranged by the Recording Secretary upon receipt of a written request to that effect.  At least forty-eight hours’ notice of all meetings of the Board of Governors shall be given to each member. Special meetings may be held with less than forty-eight hours’ notice if the business to be transacted is specified, in which event only such specified business included in the notice may be transacted.  Board of Governors’ meetings shall be open only to Governors unless the Board of Governors deems otherwise. With the President’s consent, electronic communications shall be an acceptable form of conducting the Board of Governors’ business.

Section 8. The order of business for all meetings of the Board of Governors shall be as follows unless suspended by a three-fourths vote of the Governors present:

  1. Call to Order
  2. Roll Call
  3. Approval of Prior Meeting’s Minutes
  4. Approval of the Agenda
  5. Ceremonies
  6. President’s Report
  7. Officer Reports
  8. Committee Reports
  9. New Business
  10. Old Business
  11. Caucus Reports
  12. Good of the Order
  13. Announcements
  14. Date of Next Meeting
  15. Adjournment

Section 9. Proxy voting shall be permitted for meetings of the Board of Governors. A proxy may only be assigned from one Governor to another, or to the Co-Chairman, or in the absence of a Co-Chairman, a Vice-Chairman of a Governor’s committee. Any proxy may be revoked and shall conclusively be deemed revoked by the granting of another proxy bearing a later date or by attendance at the meeting. If two or more Governors hold proxies from the same absent Governor, the proxy with the latter date will be allowed to cast. However, if the proxies are dated the same, they are void. Co-Chairmen, or in the absence of Co-Chairmen, or Vice-Chairmen have the right to vote on behalf of their respective Committee Chairman in the latter’s absence if the latter has not issued a proxy.

Section 10. One-third of the Voting Members of the Board of Governors shall constitute a quorum for the transaction of business of the Board of Governors. The Board of Governors shall act by a majority of the members present at any meeting except as otherwise provided herein.

Section 11. Governors are required to attend Club meetings and functions or communicate with the President an inability to participate in any meeting or function. A Board Member who is absent from three consecutive meetings shall cease to be a Board Member unless that member shall have obtained the consent of the Board of Governors for the absence or shall present at the meeting following the third absence an excuse satisfactory to the Governors then present.

Section 12. At each General Meeting where Club business is transacted, the Board of Governors shall present a report of its activities since the last General Meeting. At the last General Meeting of the Club within a calendar year, the Board of Governors shall present its Annual Report in writing on the Club’s condition and activities during the preceding year.

Section 13. A Governor may resign by delivering a written notice thereof to the Executive Committee. Such resignation shall be effective when such notice is provided unless a future effective date is specified in the notice. The acceptance of such resignation shall not be necessary to render it effective.

Section 14. Vacancies in the Board of Governors shall be filled by the President, with the advice of the Board of Governors and Executive Committee, for the unexpired term.

Section 15. From time to time, the Board of Governors may employ, at such compensation as the Board may deem advisable, Club staff, who shall perform such duties as may be assigned to them by the Board of Governors. This staff is not required to be members of the Club.

Section 16.  The Board of Governors shall reserve the right to create affiliated entities, including but not limited to a political action committee, in accordance with all applicable laws.

Section 17. Liquidation of Club assets shall require the approval of a majority of the Board of Governors unless otherwise required by law.

Section 18. The Board of Governors, by majority vote, may issue any statement which reflects the views of the Board of Governors. The Board of Governors shall have the authority and discretion to issue statements representing the Board’s views on any subject matter for any reason. Statements from the Board of Governors are not representative of the organization or the General Membership. They should not be constituted or construed as such, including but not limited to official policy positions or endorsements (or retraction of endorsements). Statements from the Board of Governors shall be titled as such to unambiguously disclaim that the statement reflects the views of the Board of Governors only and not the organization at large.

Section 19. When conducting business on behalf of the Club, Governors must remain objective, unselfish, responsible, honest, trustworthy, and efficient. As stewards of public trust, Governors must always act in the organization’s interest rather than for their own benefit. They need to exercise reasonable care in all decision-making without subjecting the organization to unnecessary risk.

Section 20. All Governors shall perform any additional lawful duties as may be assigned by the President.

Section 21. All Governors shall deliver all records, files, and properties of the Club to their respective successors within ten business days after removal from office unless otherwise directed by the President or the Executive Committee.

Section 22. The Board of Governors may establish a Board of Advisors composed of individuals of their choosing who can provide support and guidance to the Club.

Section 23. Contact information for all Governors shall be available to members of the Club in Good Standing upon request.

Section 24. The Club shall have a seal, badge, emblem, or standard, which shall be devised and approved by the Board of Governors.

Section 25. The Board of Governors may, by a majority vote, recognize certain auxiliary organizations composed of current and former members of the Club, including but not limited to alumni groups and professional organizations.

ARTICLE VIII – COMMITTEES

Section 1. Any member of the Club in Good Standing shall be eligible for appointment to membership on any Committee, but no member except for Officers and Governors of the Club shall be a member of more than three Standing Committees simultaneously. 

Section 2. The President shall appoint the Chairmen of all Committees both Standing and Special with the advice of the Executive Committee, and, regardless of their date of appointment, they shall continue as such members for the unexpired term or until their successors shall be appointed unless such committee is discharged or removed by the Board of Governors. The Committee Chairman of each standing committee shall serve as members of the Board of Governors. Chairmen of any Special or other Ad Hoc Committees and Standing Committee Co-Chairmen shall serve as non-voting members of the Board of Governors. Non-Voting Governors may second motions but they may not make them.

Section 3.  All committees shall be under the Executive Committee’s general supervision and shall report to it in writing at least once during each month. No committee shall take any action committing the Club to any written or oral contract, without express written authorization from the Executive Committee.

Section 4.  A committee may also have a Co-Chairman, Vice-Chairman, Secretary, and such Officers as the President may determine, each of whom shall be appointed by either the Committee Chairman or the President with the advice of the Executive Committee. With the Executive Committee’s approval, each committee Chairman shall have the ability to create sub-committees as needed. Standing Committee Co-Chairmen have the right to attend all meetings of the Board of Governors and vote in the absence of their Committee Chairman while Vice-Chairmen may attend meetings of the Board of Governors subject to the approval of the Executive Committee. At the request of, or in the absence or disability of a committee Chairman, the Co-Chairman or the Vice-Chairman of the committee may exercise and perform the Chairman’s duties until the Chairman can resume duties or the term expires, whichever is sooner.

Section 5. Each committee shall hold meetings at such times and in such places as it from time to time may determine, and in no instance less than once per quarter. The Chairman of each committee shall have the power to call a Special Meeting at any time and place. At any committee meeting, three of the committee members shall constitute a quorum for the transaction of business. Action by any committee shall be upon the affirmative vote of a majority of the members present.

Section 6. The following committees (“Standing Committees”) are deemed permanent, and the Executive Committee may not alter their status:

  1. Advisory
  2. Campaigns
  3. Communications
  4. Design
  5. Finance
  6. Fundraising
  7. History
  8. House
  9. Law
  10. Media
  11. Membership
  12. Outreach
  13. Philanthropy
  14. Policy
  15. Publications
  16. Recruitment
  17. Rules
  18. Socials
  19. Speakers

Section 7. The Advisory Committee serves as an advisory resource to the President. Assisting the President in scheduling, appointments, and other duties consequential to the office.

Section 8. The Campaigns Committee is charged with overseeing all political campaign work done by Club members and developing new ideas on best utilizing the Club for political activities.

Section 9. The Communications Committee shall promote Club activities within the press and other media. Further, the Committee shall prepare all publications issued by the Club and distribute such information concerning the Club or its members’ activities as approved by the Board of Governors.  The Committee shall have charge of assisting the Corresponding Secretary in all communications- and marketing-related activities. The Communications Chairman may hold the authority to serve as the Club’s official spokesperson upon delegation by the President or the Corresponding Secretary. 

Section 10. The Design Committee shall be responsible for the creation of all marketing and branding materials for the Club. 

Section 11. The Finance Committee shall assist the Treasurer and any other committee in all financial-related activities.

Section 12. The Fundraising Committee shall be responsible for matters related to the procurement of donations to facilitate Club activities.

Section 13. The History Committee shall be responsible for the management, cultivation, and dissemination of the Club’s archives. The Chairman of the History Committee shall serve as the Club Historian. The Chairman of the History Committee is exempted from the age qualification to be a voting member of the Board of Governors. The Chairman of the History Committee must be a member of the Club but need not be a voting member of the Club.

Section 14. The House Committee shall oversee the operations of the Clubhouse and be responsible for improvements, repairs, cleaning, and maintenance of the space. Within budget allocations set by the Board of Governors, the Committee shall also be responsible for overseeing the Clubhouse’s décor and acquiring and replacing furnishings, fixtures, and equipment required for the operation of the Clubhouse. The House Committee shall also assist with all events held at the Clubhouse.

Section 15.  The Law Committee ensures Club compliance with all laws and legal mandates, advises the Club on legal matters, and keeps the Club abreast of legal policy issues. The Chairman of the Law Committee may also serve as the Club’s General Counsel and legal adviser and shall be vested with the power of resolving disputes involving the Club. The Chairman of the Law Committee must be admitted to the bar of the State of New York.

Section 16.  The Media Committee oversees internal content production and mainstream media relations that further the beliefs and goals of the Club, bringing attention to issues of both local and national importance.

Section 17. The Membership Committee shall plan and coordinate the recruitment, retention, and renewal of members. It shall also have concurrent jurisdiction, with the Board of Governors, over admission to Membership in the Club. The Membership Committee shall have the power to make suitable rules and regulations governing such admission not inconsistent with these Bylaws.

Section 18. The Outreach Committee shall have jurisdiction over facilitating relationships with other clubs and organizations.

Section 19. The Philanthropy Committee shall oversee all charitable activities on behalf of the Club. 

Section 20. The Policy Committee shall be charged with advising and educating the Club’s Membership on empirical, research-based public policy to advance the objects of the Club.  The Policy Committee is primarily responsible for drafting policy briefs detailing and clarifying the official policy positions adopted by the Board of Governors or full Membership upon convention assembly and coordinating ad hoc research responsibilities.

Section 21. The Publications Committee shall be responsible for supporting the Club’s publishing program which includes but is not limited to statements, newsletters, and other written materials issued in the Club’s name.

Section 22. The Recruitment Committee is charged with identifying and soliciting potential new members.

Section 23. The Rules Committee shall determine Club standards and conduct for all members and shall be authorized to enforce such rules and standards. The Rules Committee shall recommend disciplinary actions, including but not limited to expulsions from the Club, to the Executive Committee for final approval. The Rules Committee shall also be charged with keeping these Bylaws up-to-date and suggesting possible changes and amendments to the Bylaws. The Rules Committee shall submit a report to the Executive Committee upon the request of any member in Good Standing to interpret a section of this document. If there is a dispute regarding these Bylaws, the Rules Chairman shall be consulted to arbitrate and attempt to find a resolution.

Section 24. The Socials Committee shall be responsible for planning and coordinating all social activities for the Club. The Socials Committee shall assist the Speakers Committee for all speaker events, functions, and meetings on behalf of the Club.

Section 25. The Speakers Committee shall be responsible for planning speaker events, functions, and meetings on behalf of the Club. The Speakers Committee shall assist the Socials Committee for all social events, functions, and meetings on behalf of the Club.

ARTICLE IX – CAUCUSES

Section 1. Any group of five Voting Members of the Club may petition the Board of Governors to charter a Caucus in order to forward ideas, advance an issue, represent a constituency, endorse candidates, or propose resolutions. The Board of Governors may set such minimum criteria as it deems appropriate for Chartering. After submitting a signed Petition for Charter in writing to the Board of Governors, the Board may certify the Caucus by a majority vote.

Section 2. Caucus membership lists must be provided to the Board of Governors upon request. Caucus members must be Club Members in Good Standing.

Section 3. The Board of Governors may decharter a Caucus by a two-thirds majority vote. If a Caucus’ membership is below the five members needed to qualify for charter certification for a consecutive six calendar months, the Caucus will be considered decertified until such time as members petition to charter again.

Section 4.  A Caucus shall be allowed to conduct its own meetings, create its own rules of governance, and elect officers including its own Chairman, Co-Chairman, Vice-Chairman, Treasurer, and Secretary. Caucuses must submit new leadership information to the Board of Governors within thirty days of any leadership changes in the Caucus. Caucus Chairmen shall serve on, at least, one standing committee.

Section 5. In any dispute between the Board of Governors and any Caucus, the decision of the Board of Governors shall be final.

Section 6. A Caucus shall be allowed to raise its own dues and funds through Finance Committee-approved channels. A Caucus may spend its funds at its discretion in accordance with acceptable uses defined by the Club Treasurer. Caucus funds must be held in Club accounts under the auspices of both the Treasurer and the Finance Committee, which will manage all disbursements for the Caucuses.

Section 7. Caucuses that engage in public outreach or communications shall use standard Board of Governors-authorized materials. Caucuses shall have a seal, badge, emblem, or standard, which shall be approved by the Board of Governors.

ARTICLE X –  MEETINGS

Section 1. “General Meetings” shall be defined as any meeting open to the Membership or the public. General Meetings may take the form of a social, lecture, seminar, or any other event and function deemed proper by the Board of Governors. There shall be at least one General Meeting of the Club per calendar month. The date and time of General Meetings and the location of meetings are to be determined at the President’s discretion or by a majority vote of the Board of Governors. The Board of Governors reserves the right to charge members and non-members for admission to these meetings.

Section 2.  At any General or Special Meeting of the Club, five percent of the Voting Membership in Good Standing shall constitute a quorum for the transaction of business. However, at no point shall less than thirty-two Voting Members constitute a quorum for the transaction of business.

Section 3. “Special Meetings” are defined as any non-regularly scheduled meeting open only to the Member where Club business is transacted. The President may call a Special Meeting of the Club at any time for any reason Special Meetings shall also be called by the President or Recording Secretary upon a vote of the Executive Committee, Board of Governors, or the written request of ten percent of the Club’s Voting Membership in Good Standing. However, at no point shall less than twenty-five  Voting Members be able to call such a Special Meeting. The Voting Members’ written request shall state the purpose for which the Special Meeting is to be called.

Section 4.  For any Club meeting where Club business is transacted, except for Special Meetings, the Board of Governors must distribute an agenda and list of items for consideration, including votes for Officers, if applicable, to the Membership no later than seven days before the meeting. It shall be the duty of the Board of Governors to accept votes on such considered items via mail, electronic medium, in person, or any other widely accepted medium of communication as determined by the President with the Executive Committee’s counsel.

Section 5.  Notice of all Club meetings shall be delivered via mail, electronic means, or phone message to each member before each meeting. Notices of Special Meetings shall set forth the business to be transacted thereat. No business other than that specified business shall be transacted at any Special Meeting except upon unanimous consent of the members present.

Section 6.  Minutes for all Membership meetings where Club business is transacted shall be kept by the Recording Secretary or, if the Recording Secretary is not available, by the Assistant Recording Secretary or a designee chosen by the Board of Governors.

Section 7.  Any meeting called according to these Bylaws may be conducted in person or by some electronic or other means, as long as all lawful and proper participants can interact in real-time with all other such participants and that they can avail themselves of all rights afforded to them in these Bylaws and any applicable local, state, and federal law.

ARTICLE XI– ELECTIONS

Section 1. The Club Officers’ election shall be held biennially at the last General Meeting in the calendar year, defined as the “Election Meeting.” The newly elected Officers shall take office after said meeting.

Section 2. Elections for the Club Officers will be decided by a majority of the Voting Membership with a runoff if no candidate achieves a majority.

Section 3. Any Voting Member of the Club may run for any elected office except as otherwise limited by these Bylaws. Nominations must be motioned for and seconded by two separate Voting Members at the second-to-last General Meeting of the calendar year, which shall be defined as the “Nominating Meeting.” Voting Members may not nominate themselves, and all nominees must be present at the Nominating Meeting. Any such candidate not seconded shall not be considered eligible to run for elected office. A nominee may rise and decline their nomination during the nominating process. In the case of an uncontested candidacy, the nominee will take office at the conclusion of the Nominating Meeting.

Section 4. Each candidate shall have the right to address the General Membership before the vote. The President shall set a time limit for all campaign speeches for each office and inform all candidates of such limits. In the case of an uncontested candidacy, the nominee has the option to address the Membership.

Section 5.  Voting shall be held for each office, in the sequence in which they are listed in these Bylaws, except for the un-elected offices of Chairman, Executive Secretary, and Sergeant-At-Arms.

Section 6. All voting shall be by secret ballot, and each Voting Member of the Club present in person, or by proxy, shall have one vote for each Officer or other position to be elected.

Section 7.  Voting by proxy shall be subject to such regulations as the Executive Committee may prescribe from time to time. No person other than the President or Recording Secretary shall act as a proxy for an absent member. The length of time at which such a proxy may be executed may not exceed seven calendar days. Any proxy may be revoked and shall conclusively be deemed revoked by the granting of another proxy bearing a later date or by attendance at the meeting. 

Section 8. The Board of Governors shall prepare a form of ballot for the elections of Officers at which there is to be a contest for any office upon which shall be printed the names of all candidates nominated for each such contested office. No form of ballot other than that prepared by the Board of Governors shall be received or counted at any election.

Section 9.  At the Election Meeting, the Board of Governors who are not candidates shall act as tellers of such election. The Treasurer or Recording Secretary shall supply the tellers with a list of the Voting Membership, and only those members whose names appear on such list shall be entitled to vote. Tellers shall administer the election, collect all ballots, tally the vote, and announce the results thereof.

ARTICLE XII – DISPUTES

Section 1. Any member of the Executive Committee, Board of Governors, or Caucus or Committee leadership may lodge a formal complaint against another member of the aforementioned groups by submitting a complaint in writing no later than thirty (30) days following the alleged incident or another event from which the dispute arises to the Rules Chairman by electronic mail or certified mail return receipt requested. Any dispute involving allegations of sexual harassment shall be made pursuant to the Club’s Sexual Harassment Policy only.

Section 2. Each complaint shall include:

  1. A short and plain statement describing the applicability of this Article to the dispute;
  2. A short and plain statement of the dispute showing that the Complainant is entitled to relief;
  3. A short, plain, statement setting forth the alleged facts relevant to the dispute, including the names of any potential witnesses to the dispute;
  4. A short and plain statement indicating what relief is requested; and the full list of respondents against whom the requested relief is sought and without whom complete relief cannot be afforded.

Section 3. An ad hoc Dispute Committee shall form for the express purpose of resolving such a formal grievance and shall terminate after completing its activities. The Sergeant-At-Arms, Rules Chairman, and Law Chairman shall comprise the Dispute Committee, which shall be chaired by the Sergeant-at-Arms. If any of the aforementioned members of the Dispute Committee are party to the grievance, that member shall be recused from any proceedings, and a replacement shall be selected by the unanimous agreement of the non-recused members of the Dispute Committee.

Section 4. Upon receipt of a formal complaint, the Dispute Committee shall convene in person and/or electronically within fifteen (15) business days to begin deliberations, which may include
an impartial investigation including direct interviews with involved parties and, where necessary, with other members, guests, or attendees who may witness or know matters relating to the complaint. All parties to the dispute shall be permitted to appear before the Dispute Committee and present evidence, including oral and written testimony, in accordance with procedures approved by a majority of the members of the Dispute Committee. Notwithstanding the aforementioned permission, the Dispute Committee shall be able to depose members of the aforementioned groups at its discretion.

Section 5. Should the complaint at issue be found to have merit, the Dispute Committee shall prepare a confidential report for the Executive Committee which incorporates but is not limited to recommended punishments, which may include but are not limited to a written warning, formal censure, removal from the office (where applicable), or removal from Club membership with forfeiture of membership dues. The Dispute Committee has exclusive purview to determine the depth of material incorporated into its report to the Executive Committee. The Executive Committee reserves the ability to, at its discretion, disclose the report to the Board of Governors.

Section 6. All interviews conducted in connection with complaints made pursuant to this Article are subject to being recorded for the purpose of keeping an accurate record of events. Any Complainant lodging a complaint pursuant to this Article therefore expressly consents to, in connection with such complaint, the contemporaneous verbatim documentation either by way of a stenographer or digital recording.

Section 7. For the avoidance of doubt, this Article does not subject the Club to any liability arising from any act made by any member, guest, or attendee of an event towards any other member, guest, or attendee. By attending any Club-affiliated event or while engaged in any Club-related activity, all members, guests, and attendees agree to comply with all applicable local, state, and federal laws and the Club Bylaws, Code of Conduct, Sexual Harassment Policy, and all other Club standards, rules, polices, and event-specific instructions.

ARTICLE XIII – AFFILIATION

Section 1. The Club shall be a sovereign entity supporting, but independent of, the New York Republican State Committee and the New York Republican County Committee.

Section 2. The Club may maintain membership in the Association of New York State Young Republican Clubs, or any other State-based Young Republican Organization and the Young Republican National Federation, or any other nationally-based Young Republican Organization. .The Bylaws of this Club shall take precedence over those of the Association of New York State Young Republican Clubs, or any other State-based Young Republican Organization and the Young Republican National Federation, or any other nationally-based Young Republican Organization in the event of any conflict. This Club may not remit or disburse funds to the Association of New York State Young Republican Clubs or any other State-based Young Republican Organization and the Young Republican National Federation, or any other nationally-based Young Republican Organization or any of its affiliates except to purchase tickets to events hosted by the aforementioned organizations or any of its affiliates or as approved by a three-fourths majority vote of the Board of Governors.

Section 3. With the consent of a majority of the Executive Committee, the President shall nominate the delegates and alternates to the Association of New York State Young Republican Clubs. All delegates shall vote by “Unit Rule” unless exempted by the President.

Section 4. The Club may affiliate with other organizations as long as those affiliations do not conflict with the objects of the Club or the Bylaws’ provisions.

ARTICLE XIV – AMENDMENTS

Section 1. Whenever a majority of the Voting Membership deems it necessary, motions to amend these Bylaws shall be entertained by the Voting Membership. In such a case, after due deliberation on any proposed amendment for no less than thirty calendar days, the Voting Membership, having been duly notified by the Executive Committee of the time and place of the vote, shall vote on the amendment. The amendment to these Bylaws shall pass upon a vote of three-fourths of the Voting Membership.

Section 2. Whenever a majority of the Board of Governors deems it necessary, motions to amend these Bylaws shall be entertained by the Board of Governors. In such a case, after due deliberation on any proposed amendment for no less than fourteen calendar days, the Board of Governors, having been duly notified by the Executive Committee of the time and place of the vote, shall vote on the amendment. The amendment to these Bylaws shall pass upon a vote of three-fourths of the Board of Governors. The Board of Governors shall notify the Voting Membership of the adoption of any amendment within seven days of its adoption.

Section 3. These Bylaws may be amended by a three-fourths vote of the Board of Governors, provided the proposed amendment has been sent to the Board of Governors at least five calendar days before the vote by or on behalf of the Executive Committee. The Board of Governors shall notify the Voting Membership of the adoption of any amendment within seven days of its adoption.

Section 4. The Executive Committee may amend the Bylaws by a majority vote, so long as the amendments contain only formatting, structural, stylistic, or grammatical changes to the Bylaws and do not change the meaning, substance, or intent of the Bylaws. The Executive Committee must notify the Board of Governors after a formatting or grammatical amendment is approved.

ARTICLE XV – NONDISCRIMINATION

Section 1. Nothing in these Bylaws or any rules enacted under them shall be read in a manner to discriminate against any Member or applicant for Membership based on race, physical or mental disability, religious creed, ethnicity, gender, national origin, or sexual orientation. Further, any person’s right to be a Club member shall not be abridged based on any of these factors.

ARTICLE XVI – NOT-FOR-PROFIT CORPORATION

Section 1. The New York Young Republican Club, Inc., a domestic Not-for-Profit Corporation, exists and operates under the Not-for-Profit-Corporation Law of the State of New York, and these Bylaws shall not be read in any manner to conflict with any New York State Law.

Section 2. Neither the Executive Committee, the Board of Governors, nor any Officer or member of the Club shall take any action to invalidate or endanger the Club’s status as a domestic Not-for-Profit Corporation. The Club shall have all powers necessary or proper to direct, manage, and control its business, property, and funds. It shall have all powers necessary or proper to do all things required to accomplish the purposes for which it was organized.

Section 3. If any provision of these Bylaws is invalid or unenforceable under any other provision of applicable law, the invalid provision(s) shall be deemed to be altered in such manner as necessary to conform to the provisions of such applicable law. Notwithstanding such alterations, as may be required, all other provisions of the Bylaws shall remain in effect as written.

ARTICLE XVII – CONFLICTS OF INTEREST

Section 1. Any Governor who has a financial, personal, or official interest in, or conflict or the appearance of a conflict with any matter pending before the Board of Governors, of such a nature that it prevents or may prevent that Governor from impartially acting on the matter, that Governor must immediately disclose to the Board of Governors the nature and the extent of their said interest and/or conflict, must make sure their disclosure is recorded in the Board of Governors’ official records, must voluntarily excuse themselves and/or vacate their seat, and must refrain from discussion and voting on the said matter.

ARTICLE XVIII – FISCAL YEAR

Section 1. The Club’s fiscal year shall begin on the first day of January and end on the thirty-first day of December.

ARTICLE XIX – INDEMNIFICATION

Section 1. The Club shall indemnify, defend, and hold harmless any current or former Officer, Governor, employee, or agent of the Club (each of the preceding shall be referred to in this Article XVI individually as an “Indemnitee”) against all liabilities, claims, lawsuits, judgments, damages, costs, and expenses, including attorney’s fees and disbursements reasonably incurred by or imposed in connection with such indemnitee’s service or affiliation in such capacity with the Club; provided however that this shall not apply for any such indemnitee concerning any matter that has been adjudicated in a non-appealable judgment that such indemnitee is found to be liable for gross negligence, fraud, or intentional misconduct in the performance of a duty, or not to have acted in good faith.  Furthermore, any settlement shall be approved by a majority vote of the Executive Committee who are not at that time parties to the proceeding.  The preceding indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled.

Section 2. The Club shall not be held responsible for its members’ unauthorized opinions, statements, or actions, no matter how or where expressed or undertaken.

ARTICLE XX – MISCELLANEOUS

Section 1. In case any provision of these Bylaws should be held to be contrary to, or invalid under, the law of the State of New York, or under federal law, such illegality or invalidity shall not affect in any way other provisions thereof, all of which shall continue, nevertheless, in full force and effect, and the doctrine of severability shall apply. 

Section 2. If any provision of these Bylaws shall ever be deleted or amended, such deletion or amendment shall not affect the validity of any other section or provision thereof.

X