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 two-thirds (2/3) majority vote if:   

  1. Required to do so by the New York Republican State Committee.
  2. Such a change is necessary or advantageous under the laws of the state of New York.
  3. The Club changes its affiliation.

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 – MISSION

Section 1.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 mission of the Club as outlined in these Bylaws shall be eligible for Membership in this Club. The Board of Governors may admit with good cause, which shall be determined at the Board’s discretion, Membership to an applicant who is not of voting age but is 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, and must, at the time of Membership application, either reside, be employed, or attend an academic institution in New York City.
  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 Membership applications. 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 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.

Section 5. The annual 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 so 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 annual 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, in its discretion, exempt from the payment of dues any member in Good Standing who has been elected or appointed to public office where in the opinion of the Board the election or appointment to such office reflects particular honor upon the Club. In no event, however, 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, expel, suspend, or censure any member of the Club for any act or conduct which, in the opinion of the Board, is detrimental to the interests of the Club.

Section 10.  Former Club members who were expelled may be reinstated by action of the Executive Committee or Board of Governors in accordance with 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 dues outstanding, 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. Any group of five (5) Voting Members of the Club may form a caucus to forward ideas, advance an issue, or propose resolutions.

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 (3/4) vote of the Executive Committee.

Section 16. Voting Privileges for members of the Club, including the Executive Committee, and the Board of Governors, may be suspended if the member is delinquent in their financial obligations to the Club or its contracted agents.

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 authorize 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.  The Club may not adopt any standing rules that conflict with these Bylaws.

Section 4. A resolution representing the views and positions of its 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 with any special rule of order 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 membership for voting by any Voting Member in Good Standing. The text of any proposed platform shall be sent to the membership at least 14 days prior to 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 (3/4) vote of the Voting Membership present.

Section 7. Articles of Impeachment brought to the floor by motion can be passed only by a three-fourths (3/4) vote of all Voting Members present and not present. Each Officer retains his right to be a member of the organization with full privileges and voting rights. The Officer subject to removal must be allowed to respond at or before the meeting at which removal is considered.

Section 8. A resolution for expulsion, suspension, or censure of a Club member who has committed an act or conduct deemed unfriendly or hostile to the Club’s interests can be passed by a two-thirds (2/3) vote of all Voting Members present and not present stating that a member shall be expelled, suspended, or censured.

Section 9. The Club 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.

Section 10. The Club’s Membership or the Board of Governors may endorse by majority vote a candidate in any city, statewide, or national race provided any such candidates are registered Republicans at the time of endorsement, and any city or statewide referenda, initiatives, propositions, or other ballot measures.

Section 11. Any 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 Chairman. If supported by a majority of the Board, the endorsement of a candidate or ballot measure may be placed before the General Membership for rescission. The Voting Membership, by a two-thirds majority vote, may vote to rescind an endorsement.

ARTICLE V – EXECUTIVE COMMITTEE

Section 1. The executive authority shall reside in the offices of President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary, and Chairman, which shall constitute a body known as the Executive Committee. Only Voting Members who have been members of the Club for at least one year 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 and must have completed a full term as a member of the Board of Governors or as an Officer on the Executive Committee. 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 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 3. The Executive Committee has authority over all subjects not explicitly granted to the Voting Membership, including the interpretation of these Bylaws, and may temporarily fill vacancies on the Executive Committee, per the other principles herein outlined until the next General Meeting. The Executive Committee may, by a three-fourths (3/4) vote of the entire Executive Committee, veto any decision of the Voting Membership or Board of Governors. Members of the Executive Committee serve for a two (2) year term.

Section 4. 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 5. Any Officer can be censured or impeached if found to be incompetent, derelict in performing duties or engaging in activities detrimental to the Club. Impeachment proceedings must be initiated by a majority vote of the Board of Governors or two-thirds (2/3) of all Club members in writing. Officers may be censured with a simple majority vote on the Board of Governors, or three-fourths (3/4) of all Voting Members in writing. Officers must be notified of the motions to impeach or censure within seven (7) days of said motion and prior to further proceedings.

Section 6. 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.

Section 7. The Executive Committee, with the advice and consent of the Board of Governors, may, from time to time, create Special and Ad Hoc Committees and define their powers and duties.

Section 8. Executive Committee meetings shall be held at such times and places as the President shall decide, and each Officer shall receive at least five (5) days’ notice from the President. A majority of the Executive Committee shall constitute a quorum. These meetings shall be open only to 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 9. 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 10. 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 execute all resolutions, endorsements, official acts, contracts, and accounts opened in the Club’s name as the Authorized Signatory.
  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 shall be deemed an ex-officio member of all Committees.
  6. Preside over and set the agenda for each meeting with the Executive Committee’s advice and act as Chief Parliamentarian for all Club meetings.
  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, Chairmen, and staff of the Club.
  13. Bestow honors 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 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 assistants if necessary and desirable for the efficient performance of the duties of the office.

Section 5. The Recording Secretary shall:

  1. Serve as the Chief Operating Officer of the Club.
  2. Handle recordkeeping relating to the operation of the Club 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 assistants if necessary and desirable for the efficient performance of the duties of the office.

Section 6. 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 the preparation of newsletters, press releases, digital media, and other communications or media required for the functioning of the Club.
  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 Committee. 
  8. Appoint assistants if necessary and desirable for the efficient performance of the duties of the office.

Section 7. 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 Board, in the order in which they are listed in these Bylaws, shall be offered to fill the vacancy, including the previous Chairman. The Chairman shall:

  1. Serve and vote on the Executive Committee.
  2. Provide advice to the Executive Committee and Board of Governors as to 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.

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 the Committee Chairmen of the Permanent Standing Committees, appointed by the President with the advice of the Executive Committee, to hold office for one (1) 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, Treasurer, Recording Secretary, Corresponding Secretary, and Chairman shall also be members ex-officio with full powers.

Section 2.Board Members” shall be defined as all Officers, Permanent Standing Committee Chairmen, Ad Hoc & Special Committee Chairmen, and At-Large Members of the Board of Governors. The total number of Board Members shall never exceed thirty-two (32), including all Officers. 

Section 3. 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 Board Members. The President shall determine the duties of Members-At-Large with the advice and consent of the Board of Governors. 

Section 4. 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.

Section 5. Any member of the Board of Governors shall be a Voting Member in Good Standing, under the age of forty-one (41), and shall be otherwise eligible to be a Committee Chair.

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

  1. Activism
  2. Advisory
  3. Campaigns
  4. Communications
  5. Design
  6. Events
  7. Finance
  8. Fundraising
  9. Law
  10. Membership
  11. Outreach
  12. Philanthropy
  13. Policy  
  14. Rules

Section 7. The Board of Governors shall designate and maintain a permanent headquarters for the Club when feasible and shall 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. 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 8. 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 9.  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 (48) hours’ notice of all meetings of the Board of Governors shall be given to each member thereof. Special meetings may be held with less than forty-eight (48) 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 Board Members unless the Board deems otherwise. With the President’s consent, electronic communications shall be an acceptable form of conducting the Board of Governors’ business.

Section 10. Board Members 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 members of the Board of Governors then present.

Section 11. Six (6) of the Board of Governors’ members shall constitute a quorum for the transaction of business. The Board of Governors shall act by a majority of the members present at any meeting except as otherwise provided herein.

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

Section 14. The Board of Governors, from time to time, may employ, at such compensation as the Board may deem advisable, Club staff, including an Executive Secretary, 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 15. The Board of Governors shall reserve the right to create a political action committee (PAC) to solicit and disburse funds to benefit Republican candidates.

Section 16. Liquidation of Club assets shall require the approval of a majority of the Board of Governors unless otherwise required by law.

Section 17. A Board Member 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 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. Board of Governor statements 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). Board of Governor statements 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, Board Members must remain objective, unselfish, responsible, honest, trustworthy, and efficient. As stewards of public trust, Board Members 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 Board Members shall perform any additional lawful duties as may be assigned by the President.

Section 21. All Board Members 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 Board Members shall be available to members of the Club in Good Standing upon request.

Section 24. The Club shall have a seal, badge, 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 of the Club shall be a member of more than three (3) 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 one year and 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 shall serve as non-voting members of the Board of Governors.

Section 3.  A committee may also have a Vice-Chairman,  Secretary, and such Officers as the President may determine, each of whom shall be appointed by the President with the advice and consent of such committee Chairmen and the Executive Committee. With the Executive Committee’s approval, each committee Chairman shall have the ability to create sub-committees as needed. The Vice-Chairman shall serve as non-voting members of the Board of Governors.

Section 4. 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 (3) 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 5. 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, whether by written contract or by oral or moral obligation, without express written authorization from the Executive Committee.

Section 6. The Activism Committee shall oversee all grassroots issues-based activism for the Club. 

Section 7. The Advisory Committee’s Chairman shall serve as a confidential adviser and Chief of Staff to the President. In this capacity, the Advisory Committee Chairman shall report only to the President and serve at the President’s pleasure, assisting the President in scheduling, appointments, and other duties assigned by the President.

Section 8. The Campaigns Committee is charged with overseeing all political campaign work done by members of the Club and for developing new ideas on how to best utilize 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 Events Committee shall be responsible for planning events, functions, and meetings on behalf of the Club.

Section 12. The Finance Committee shall assist the Treasurer and any Committee Chairman in all financial-related activities.

Section 13. The Fundraising Committee shall be responsible for matters related to the procurement of donations to facilitate Club activities.

Section 14.  The Law Committee serves to ensure Club compliance with all laws and legal mandates, advise the Club on legal matters, and keep 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 15. 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. It shall have the power to make suitable rules and regulations governing such admission not inconsistent with these Bylaws.

Section 16. The Outreach Committee shall have jurisdiction over facilitating relationships with other clubs and organizations.

Section 17. The Philanthropy Committee shall oversee all charitable activities on behalf of the Club. 

Section 18. The Policy Committee shall be charged with advising and educating the Club’s Membership on empirical, research-based public policy to advance the Club’s principles and mission.  The Policy Chairman must have an advanced degree from an accredited institution or four (4) years of direct public policy experience. The Policy Chairman 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 19. 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. In cases where there is a dispute regarding these Bylaws, the Rules Chairman shall be consulted to arbitrate and attempt to find a resolution.

ARTICLE IX – MEMBERSHIP 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 Meeting of the Club, five percent (5%) of the Voting Membership in Good Standing and no less than ten persons shall constitute a quorum for the transaction of business.

Section 3. The President may call “Special Meetings” of the Club at any time for any reason. Special Meetings shall 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 (10%) of the Club’s Voting Membership in Good Standing. At no point, however, shall less than twenty-five (25) 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, 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 (7) 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 meetings of the Club 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 shall be transacted at any Special Meeting except upon unanimous consent of the members present.

Section 6. Minutes for all meetings of the Membership where Club business is transacted shall be kept by the Recording Secretary or, if the Recording Secretary is not available, by 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 X– ELECTIONS

Section 1. The Club Officers’ election shall be held biennially at the last General Meeting in the calendar year, which shall be 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 office except as otherwise limited by these Bylaws. Nominations must be offered 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, except for the Chairman, in the sequence in which they are listed in these Bylaws.

Section 6. All voting shall be by secret ballot, and each Voting Member of the Club in Good Standing and 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 (7) calendar days.

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 each meeting of the Club at which an election is held, 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 members of the Club in Good Standing, 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 results thereof.

ARTICLE XI – 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 and the Young Republican National Federation. As required by such membership, it shall be subject to the Bylaws of said associations. In areas where the Bylaws of said associations differ, the Bylaws of this Club shall take precedence.

Section 3. The President shall nominate, with the consent of a majority of the Executive Committee, the delegates and alternates to the Association of New York State Young Republican Clubs and Young Republican National Federation. 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 Club’s mission or the Bylaws’ provisions.

ARTICLE XII – 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 one (1) month, the Voting Membership, having been duly notified by the Executive Committee of the amendment, shall vote on the amendment. The amendment to these Bylaws shall pass upon a vote of three-fourths (3/4) of the Voting Membership.

Section 2. These Bylaws may be amended by a three-fourths (3/4) vote of the Board of Governors, provided the proposed amendment has been sent to the Board of Governors at least five (5) days before the vote.

Section 3. 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 XIII – 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 member of the Club shall not be abridged based on any of these factors.

ARTICLE XIV – 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 that would 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. In the event that any provision of these Bylaws is found to be invalid or unenforceable under the Act or any other provision of applicable law, the invalid provision(s) shall be deemed to be altered in such manner as is necessary to conform to the provisions of the Act or such applicable law. Notwithstanding such alterations, as may be required, all other provisions of the Bylaws shall remain in effect as written.

ARTICLE XV – 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 XVI – INDEMNIFICATION

Section 1. The Club shall indemnify, defend, and hold harmless any current or former Officer, Chairman, 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.

ARTICLE XVII – MISCELLANEOUS

Section 1. The provisions of these Bylaws are hereby declared to be severable. 

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.

Section 3. The Club shall not be held responsible for its members’ unauthorized opinions, statements, or actions, no matter how or where expressed or undertaken.