June 30, 2009
Revised September 11, 2009
ARTICLE I – NAME
The name of this organization shall be the Cuyahoga Valley Republicans.
ARTICLE II – MISSION STATEMENT
The mission of this organization, herein after referred to as “the Organization” shall be:
to advance, uphold and defend the principles of individual liberty, justice, free enterprise and limited government as derived from the Declaration of Independence, the Bill of Rights and the Constitution of the United States;
to elect to public office Republican candidates who demonstrate a commitment to these same principles;
to affect public policy by educating voters, engaging in public dialogue and promoting advocacy campaigns.
ARTICLE III – CORE BELIEFS
The Organization shall reflect the core Republican beliefs that individuals are capable of making their own way in the world, going as far as their talents and ambitions take them while abiding by the law and living by sound moral principles consistent with their own beliefs, and that government should do only that which the private sector can not do as well, all the while respecting and refraining from any acts that interfere with the rights of the individual.
ARTICLE IV – REGULATIONS
The rules for the management of the Organization shall be prescribed in the By-laws that accompany this Constitution.
ARTICLE V – MEMBERSHIP
There shall be four types of membership:
1. Full Members
2. Associate Members
3. Honorary Members
4. *Charter Members
*Charter Members are Full Members who joined the Organization by July 4, 2009.
ARTICLE VI – TRUSTEES
There shall be a group of 9 Members called Trustees elected by the Membership.
Five (5) of the Trustees shall also be Officers as provided for in Article VII. One of the Trustees shall be the immediate past president. Three (3) additional Trustees shall be members who are not also officers. The President shall also serve as Chairman of the Board of Trustees. The duties of the Trustees shall be prescribed in the By-laws.
ARTICLE VII – OFFICERS
The officers of the Organization shall be President, Vice President, Secretary, Recording Secretary and Treasurer. The officers of the Organization shall be duly elected by the Membership, per the procedures described in the By-laws. The duties of the officers shall also be prescribed in the By-laws.
ARTICLE VIII – ADVISOR TO THE ORGANIZATION (added 9-11-09)
There shall be an Advisor to the Organization, who shall also be a member, and who shall be invited to serve in that capacity by a majority of the Membership. The duties of the Advisor shall be prescribed in the By-laws.
ARTICLE IX – THE EXECUTIVE COMMITTEE
The Executive Committee shall consist of the President, the Vice President, the Secretary, the immediate past president, the Corresponding Secretary, the Treasurer and the three (3) non-officer Trustees. The Executive Committee shall also act as the Board of Trustees and be responsible for the management of the Organization. The duties of the Committee shall be prescribed in the By-laws.
ARTICLE X – STANDING COMMITTEES
There may be the following Standing Committees:
Hospitality Committee
Membership Committee
Candidate Screening Committee
Issues Screening & Advocacy Committee
Events & Activities Committee
Communications Committee
Youth Outreach Committee
ARTICLE XI – CANDIDATES FOR PUBLIC OFFICE
The Organization may endorse any registered Republican who is a candidate for public office. The process by which a candidate shall receive the endorsement of the Organization shall be as described in the By-laws.
ARTICLE XII – PARLIAMENTARY PROCEDURE
Robert’s Rules of Order, Revised, shall govern all proceedings except when inconsistent with the Constitution and By-laws of this Organization. The President may appoint a Parliamentarian.
ARTICLE XIII – AMENDMENTS
The Constitution may be amended by a 2/3 vote of the members present at a regular meeting as prescribed in the By-laws.
BYLAWS OF THE CUYAHOGA VALLEY REPUBLICANS
June 30, 2009
Revised September 11, 2009
ARTICLE I DEFINITION & PURPOSE
These Bylaws constitute the Code of Regulations adopted by the Cuyahoga Valley Republicans (hereinafter the “Organization”) for the regulation and management of its affairs. These by-laws are intended to prescribe the procedures by which the Cuyahoga Valley Republicans will operate in manner consistent with the intent of the Constitution.
ARTICLE II MEMBERS
Section 1. Membership and Eligibility:
There shall be four classes of Membership: Full Membership, Associate Membership, Honorary Membership and Charter Membership.
A. Full Member:
Any person who is a registered Republican who supports the views and goals of the Republican Party. The individual will become a Full Member of the Organization upon payment of the annual dues and, after review of his or her eligibility by the Membership Committee, upon the approval by the Executive Committee, and shall have full voting rights.
B. Associate Member:
Any person who is non-partisan, but who supports the Organization. The individual will become an Associate Member upon payment of the annual dues and upon acceptance by the Executive Committee. Associate Members will not be entitled to vote, but may attend Organization meetings and events, and with the approval of the President, may participate on committees and in other Organization activities.
C. Honorary Member:
Any registered Republican, who, upon nomination by the Executive Committee and a two-thirds assenting vote of the Members present at a regular meeting, is granted honorary Membership, because of his or her actions in support of the ideals and principles cited in the Organization’s Constitution. Honorary Members shall have all of the rights and privileges of Associate Members for so long as they are Registered Republicans.
D. Charter Members:
Charter Members are Full Members who joined the Organization on or before July 4, 2009.
E. Exceptions:
The Executive Committee may waive eligibility requirements for new Members when special circumstances warrant such consideration. Examples include residents who have just moved into the community and have not yet had the opportunity to vote in a primary election, voters who have just turned eighteen and known Republican voters who voted in another party’s recent primary election only as a means of supporting Republican strategy in the general election. In each case, the Executive Committee shall confirm that the individuals applying for Membership can demonstrate that they are actually Republicans.
Section 2. Voting
Each Member of the Organization entitled to vote shall be qualified to vote with one vote per Member, on any issue or candidacy that may properly come before any meeting of the Members of the Organization. Starting in January 2010 Voting Members must have attended at least two regular meetings (as determined by sign-in sheets kept by the Secretary) during the ten (10) months preceding the meeting in which the election of Officers and Trustees occurs, in order to vote in said election.
Section 3. Regular Meetings of the Voting Membership
Regular meetings of the Membership shall be held once each month, at such place and time as may be designated by the President. An Annual Meeting of the Voting Membership shall be held each January for the purpose of the election of Officers and Trustees and the consideration of other issues as determined by the Officers.
Section 4. Special Meetings of the Voting Membership.
Special meetings of the Members of the Organization may be held at the call of the President. A special meeting shall also be called if any twenty-five (25) voting Members send a written request to the Secretary, signed by the twenty- five Members petitioning for the meeting and indicating the subject matter to be discussed at the meeting. Upon receipt of the notice, the Secretary shall forthwith present the request to the President who shall call a special meeting to discuss the issue.
Notice of special meetings shall be delivered personally or sent by telegram, telecopy, electronic mail, U.S. mail, express mail, or courier service not less than ten (10) days in advance of the date for which the meeting is called and shall state the limited purpose for which it is called. Written notice may be waived by written agreement of all Members of the Organization in advance of such a meeting or by unanimous vote if all Members of the Organization are present at such a meeting. No other business may be transacted except such as is set forth in the call for the special meeting.
Section 5. Quorum.
Ten percent (10%) of the voting Members of the Organization in person shall be required to constitute a quorum at any meeting of the Members of the Organization.
Section 6. Proxies
No proxy voting of any kind shall be permitted.
Section 7. Voting
At any meeting of the Members in which a quorum is present, all questions and business which may come before the meeting shall be decided by a majority of votes cast, except when a greater proportion is required by law, the Constitution, Articles of Incorporation, or these By-laws.
Section 8. Motions
Motions can be made by any Full Member at any meeting.
Section 9. Dues
At the present time, annual dues shall be ten dollars ($10) for Full Members and five dollars ($5) for Associate Members. Honorary Members shall not pay annual dues, and are Members as long as they are registered Republicans.
ARTICLE III TRUSTEES
Section 1. Election of Trustees.
At each Annual Meeting, the Members of the Organization shall elect nine (9)Trustees who shall each serve a one-year term. Five (5) of the Trustees shall also be Officers as provided for in Article VII of the Constitution. One of the Trustees shall be the immediate past president. Three (3) additional Trustees shall be Members who are not also Officers.
A Trustee may be re-elected for three consecutive terms and then must sit out one term before being eligible for re-election. The President shall also serve as Chairman of the Board of Trustees. Trustees elected at the Organization’s first election of Officers and Trustees in 2009 shall serve for the balance of 2009.
Section 2. Vacancies.
The Members of the Organization shall fill any vacancy occurring amongst the Trustees by the election of a Trustee who shall serve for the remainder of the un-expired term of the Trustee whose resignation, death or removal created the vacancy.
Section 3. Removal.
A Trustee may resign at any time by giving written notice of such resignation to the President. Any Trustee may be removed by a two‑thirds vote of the Members of the Organization at a meeting called for that purpose. Any Trustee absent from three (3) consecutive meetings without good cause shall be considered to have resigned. Good cause shall be any reason for which the absence is excused by the President.
Section 4. Duties.
The Trustees shall serve on the Executive Committee, as well as on the Board of Trustees and shall be responsible for the management of the Organization, per Articles IV and VI of the By-laws. All Trustees shall vote on matters before the Executive Committee or the Board of Trustees. The three (3) Trustees who are not Officers shall also act as advisers to the Officers.
They shall also each year in January, act as the Finance Committee, and audit theTreasurer’s books and review all written records of the Organization. The three (3) non-officer Trustees shall then make their findings known inFebruary tothe Membership in a written report that is signed by each of the three (3) non-officerTrustees.
ARTICLE IV OFFICERS OF THE ORGANIZATION
The general powers of the Organization shall be vested in the Officers, who shall have charge, control and management of the property, affairs and funds of the Organization, and who, as voting Members of the Board of Trustees, shall have the power and authority to do and perform all acts and functions of Trustees not inconsistent with these Bylaws.
Section 1. Officers.
The Officers of the Organization shall be the President, Vice‑President, Secretary, Recording Secretary and Treasurer. The Officers shall be elected by majority vote of the Membership at the first meeting held to elect Officers and Trustees, and thereafter such positions shall be filled at the scheduled Annual Meeting. The Officers shall be Full, dues paying Members of the Organization.
Section 2. Term of Office.
The Officers shall serve one-year terms in office. Officers may be re-elected for three consecutive terms and then must sit out one term before being eligible for re-election.
In the event that no other candidate is nominated, an Officer may be elected to more than three consecutive terms by a super majority of two thirds of the Members present at the Annual Meeting held to elect Officers and Trustees each January.
Section 3. Vacancies.
In the event that the President is unable to fulfill his/her term in office, the Vice President shall serve to complete said term until the next annual election of Officers. The Trustees shall fill any other vacancy of the Officers by conducting an election to elect a Member who shall serve for the remainder of the un-expired term of the Officer whose resignation, death or removal created the vacancy.
Section 4. Removal.
An Officer may resign at any time by giving written notice of such resignation to the Trustees. Any Officer may be removed by a two‑thirds vote of the Organization Membership meeting called for that purpose. Any Officer absent from three (3) consecutive meetings without good cause shall be considered to have resigned. Good cause shall be any reason for which absence is excused by the President.
Section 5. President – Duties.
The President shall preside at all meetings of the Organization, shall be the chief executive of the Organization and Chairman of the Board of Trustees and Executive Committee and shall be a Member of all other committees.
The President shall serve as the Organization’s public representative and spokesperson in the management of the Organization. The President shall have the necessary authority and responsibility to operate the Organization in all its activities and departments, subject only to such policies as may be issued by the Members. The President shall act as the duly authorized representative of the Organization in all matters.
In addition to the foregoing, the President shall be responsible for:
a. Preparing an annual budget showing the expected revenue and expenditures as required by the Board of Trustees for approval by the Membership.
b. Performing other duties that may be necessary in the best interest of the Organization and in support of its Constitution and By-laws.
Section 6. Vice President – Duties
The Vice-President shall, in the temporary absence of the President, preside at all meetings of the Organization and perform all of the duties of the President.
Section 7. Secretary – Duties.
The Secretary shall insure that all appropriate notices are sent and agendas prepared for all meetings of the Organization. The Secretary shall act as custodian of all business records and reports, and shall be responsible for the keeping and reporting of adequate records of all meetings of the Organization and of the Executive Committee. In the absence of the Secretary or his or her inability to serve, the Secretary’s duties shall be performed by such person as shall be designated by the President.
Section 8. Recording Secretary – Duties
The Recording Secretary shall record, transcribe and publish the minutes of all regular meetings. He/she shall also record all decisions made at Executive Committee meetings.
Section 9. Treasurer – Duties.
The Treasurer shall have the responsibility of insuring the safekeeping of all Organization funds. He or she shall ensure that a true and accurate accounting of the financial transactions of the Organization is made, that reports of such transactions are presented to the Executive Committee and that all disbursements are made as required by these By-laws. In the absence of the Treasurer or his or her inability to serve, the Treasurer’s duties shall be performed by such Trustee as shall be designated by the President. Either the Treasurer or the President may sign checks.
In addition:
a) The Treasurer may make disbursements of one hundred dollars ($100.00) or less as necessary for normal Organization expenses.
b) The Treasurer may not make any disbursements over one hundred dollars ($100.00) without approval of the Organization Membership given at a regular meeting. In case of an emergency, as determined by the President, three Members of the Executive Committee may approve a disbursement over one hundred dollars ($100.00).
c) All expenses on behalf of, or for, any political candidate or campaign, including any general advertisements must be approved by a majority vote of the Membership present at a regular meeting.
d) Normal Organization expenses shall consist of:
Postage
Stationary
Printing of the Organization Newsletter
Refreshments and Food for Organization Meetings
The Cost of Meeting Places
ARTICLE V ADVISOR TO THE ORGANIZATION (added 9-11-09)
The role of the Advisor to the Organization shall be to serve as an independent consultant on all matters before the Organization. The Advisor shall serve at the invitation of a majority of the Membership who shall vote to approve the appointment of the Advisor at a regular meeting. The Advisor’s service to the Organization shall be ongoing and subject to the terms and conditions applicable to Officers in Sections 3 and 4 of Article IV of the By-Laws. The Advisor’s duties shall include attending all meetings of the Board of Trustees and the Executive Committee as a non-voting Member of both the Board and the Executive Committee.
ARTICLE VI THE EXECUTIVE COMMITTEE
The Executive Committee shall also act as the Board of Trustees.
Section 1. Membership.
The Executive Committee shall consist of the President, the immediate past president,Vice President, Secretary, Corresponding Secretary, Treasurer and the three (3) non-officer Trustees.
Section 2. Duties.
The Executive Committee shall be responsible for the transaction of business between regular meetings, and shall serve as the policy-making body of the Organization. It shall also create such other Committees as may be necessary.
Section 3. Meetings.
The Executive Committee shall meet prior to each regular meeting and shall hold a regular quarterly meeting to conduct such business as may come before it at such convenient location and on a date as designated by the President.
Section 4. Special Meetings.
The Executive Committee shall also meet at the call of the President. When a special meeting is called, the purpose thereofshallbe stated in the meeting notice.
Section 5. Approving New Members.
The Executive Committee, shall, after verification of an applicant’s qualifications by the Membership Committee, approve new Members.
ARTICLE VII OTHER COMMITTEES
Section 1. Types of Committees.
Committees may be standing or special. The Chairman of each committee, as appointed by the President, shall be responsible to and submit regular reports to the Executive Committee as the Executive Committee determines is necessary. Each committee shall have responsibilities as determined by the President. Standing committees in addition to the Executive Committee, may be:
· the Hospitality Committee
· the Membership Committee
· the Activities and Events Committee
· the Organization Communications Committee
· the Candidate Screening Committee
· the Issues Screening & Advocacy Committee
· the Youth Outreach Committee
· such other standing committees as the Executive Committee may authorize.
Section 2. Quorum
At a committee meeting a quorum shall be one‑half plus one of the number of Members of the committee present in person. Each committee meeting shall have an agenda and shall submit minutes of its meeting to the Executive Committee. The frequency with which each committee shall meet will be determined by the Executive Committee.
Section 3. Special Committees.
Special committees may be appointed by the Organization President with the concurrence of the Executive Committee, for such special tasks as circumstances warrant. A special committee shall limit its activities to the accomplishment of their task for which it is appointed and shall have no power to act except as specifically conferred by action of the Executive Committee. Upon completion of the task for which appointed, such special committee shall stand discharged.
ARTICLE VII ENDORSEMENT OF CANDIDATES
Section 1. The Organization can endorse any Republican as a candidate for public office.
Section 2. The qualifications of any candidate seeking public office shall first be reviewed by the Candidate Screening Committee, which after consideration of the candidate’s qualifications, shall make a recommendation to the Executive Committee.
Section 3. The Executive Committee shall bring before the Organization Membership at a regular meeting the recommendation of the Screening Committee, providing any comments that Members of the Executive Committee feels are appropriate.
Section 4. At a regular meeting, after receiving the recommendation of the Screening Committee, the Organization Membership, may vote to endorse any candidate seeking the Organization’s endorsement. Any candidate receiving votes from a majority of the Members present at the meeting shall be endorsed by the Organization. A majority of the Organization Members may also rescind an endorsement at any regular meeting.
ARTICLE VIII ADVOCATING ISSUES
Section 1. The Organization can advocate a position on any issue that may be considered by the electorate or dealt with by any governmental body.
Section 2. The merits of a position on any issue shall first be reviewed by the Issues Screening and Advocacy Committee, which after consideration of the matter, shall make a recommendation to the Executive Committee.
Section 3. The Executive Committee shall bring before the Organization Membership at a regular meeting the recommendation of the Issues Screening and Advocacy Committee, providing any comments that Executive Committee Members feels are appropriate.
Section 4. At a regular meeting, after receiving the recommendation of the Issues Screening and Advocacy Committee, the Organization Membership, may vote to endorse a position on any issue. Any position receiving votes from a majority of the Members present at the meeting shall be endorsed by the Organization. A majority of the Organization Members may also rescind an endorsement at any regular meeting.
ARTICLE IX INDEMINIFICATION AND BONDING
Section 1. Authorization.
a. In the event that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding seeks indemnification from the Organization against expenses (including attorney’s fees), and in the case of actions other than those by or in the right of the Organization, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a Trustee, officer, employee, agent or volunteer of the Organization, or is or was serving at the request of the Organization as a Trustee, officer, employee, agent or volunteer of another Organization (domestic or foreign, nonprofit, or for profit), partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by a court, the Organization shall determine or cause to be determined in the manner provided in Section 1702.12(E)(4) of the Ohio Revised Code whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in divisions (E)(l) and (E)(2) of Section 1701.12 of the Ohio Revised Code and, to the extent that it is sodetermined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
b. Expenses, including attorney’s fees, incurred by a Trustee, officer, employee, agent or volunteer in defending any action, suit or proceeding referred to in Paragraph (a) of this Section may be paid by the Organization as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by the Trustees in the specific case upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, agent or volunteer to repay such amount if it ultimately is determined that such person is not entitled to be indemnified by the Organization as authorized in this Article.
c. The indemnification authorized by Paragraph (a) of this Section shall not be deemed exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the articles, the Bylaws, any agreement, vote of Members or disinterested Trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a Trustee, officer, employee, agent or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
d. For purposes of the Article, the term “volunteer” is used as defined in Chapter 1702 of the Ohio Revised Code, as amended.
e. The provisions of Section 1702.12 (E)(5)(a)(i) applicable to automatic advance payment of expenses shall not apply to this Organization.
Section 2. Insurance.
The Organization, to the extent permitted by Chapter 1702 of the Revised Code of Ohio, may purchase and maintain insurance or furnish similar protection including, but not limited to, trust funds, letters of credit or self‑insurance for or on behalf of any person who is or was a Trustee, officer, employee, agent or volunteer of the Organization, or is or was serving at the request of the Organization as a Trustee, officer, employee, agent or volunteer of another Organization (domestic or foreign, nonprofit, or for profit), partnership, joint venture, trust or other enterprise.
Section 3. Bonding.
Those persons within the Organization who are charged with the responsibility of handling money on behalf of the Organization shall be bonded in an amount to be determined by the Board of Trustees.
ARTICLE X MISCELLANEOUS PROVISIONS
Section 1. Rules of Conduct.
Robert’s Rules of Order (as revised), shall be the parliamentary authority for all matters not specifically covered by the Bylaws of this Organization. The President may appoint a Parliamentarian to serve at all regular meetings.
Section 2. Unresolved Disputes.
The Organization President or any one acting in his/her stead, shall adjudicate any disputes.
ARTICLE XI AMENDMENTS
These By-laws may be amended by affirmative vote of two‑thirds of the Members present at the Annual Meeting or any special meeting of the Organization; provided that a full presentation of such proposed amendments shall have been published in the notice calling the meeting.