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, in order to better serve our Party, City, State, and Nation, through educating the general citizenry about the Republican Party, and support the candidates running for office as Republicans, and develop the younger members of the party to be its eventual leaders, do hereby declare that this document will serve as the Bylaws and sole governing document for 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 Executive Board 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 Party.
  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 Executive Board shall endeavor to prevent the name of the Club from being associated with any campaign, political cause, or other organization except in the manner prescribed by these Bylaws. 

ARTICLE II – MISSION

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, untrammelled 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, 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 having a general preference for or any sympathy with the principles of the Republican Party and a desire to promote the mission of the Club as set forth in these Bylaws shall be eligible for membership in this Club. The Executive Board may admit for good cause, which shall be determined at the discretion of the Executive Board, membership to an applicant who is not of voting age, but 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 application for membership, either reside, be employed, or attend school in the five Boroughs of New York City.
  2. Honorary Member. Any persons awarded Honorary Membership status by the President or by a plurality 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.
  3. Associate Member. Any person who would not otherwise qualify for General Membership. Associate Members are dues paying members, but may not, unless granted special permission by the Executive Board, make a motion or cast any vote on any matter at any meeting.

Section 3. All applications for membership shall be approved by the Membership Committee. An application may be rejected by a majority vote of the Executive Board.  Should the Membership Committee duly approve the application, the applicant  for membership shall automatically become members 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 Executive Board is hereby authorized to set forth the rights and privileges associated with any class of membership, set additional categories of membership within the classes heretofore established, and determine rates of membership dues for such categories of membership. The Executive Board may initiate these changes at any time so long as any such changes to membership dues or the creation of new membership classes is announced to the Membership.

Section 5. The annual dues of members shall be payable on a date defined by the Executive Board prior to 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 Secretary. Such notice shall also inform the member that unless the dues are paid within thirty days from the date of the notice, the member’s name may be stricken from the roll of members. If dues remain unpaid thirty days after the date of such notice, the Executive Board may strike the member’s name from the rolls. The Secretary shall keep a record of all names so stricken.

Section 6. The Executive Board may, by a majority vote of its total membership, expel or censure any member of the Club for any act or conduct which in the opinion of the Board is inimical to the best interests of the Club.

Section 7. Members are defined as being in “good standing” if they have no dues outstanding and have attended at least two meetings in the previous twelve months.

Section 8. Voting Members and Voting Membership shall hereinafter be defined as all General Members in good standing who are not members of any other Young Republican organization.

Section 9. Resignation of membership shall be made to the 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, pro rata or otherwise, of any membership dues.

Section 10. The membership list of the Club may not be divulged without a three-fourths (3/4) vote of the Executive Board.

ARTICLE IV – VOTING

Section 1. The rules contained in “Robert’s Rules of Order”  shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with law, the Club Bylaws, or with any special rule of order of the Club.

Section 2. At any General Meeting of the Club, five percent (5%) of the Voting Membership in good standing, and in no event less than ten persons, shall constitute a quorum for the transaction of business.

Section 3. 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, and 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, prior to a vote for passage.

Section 4. Votes shall be decided by a majority vote unless otherwise specified herein. Each Voting Member, regardless of title, shall have one vote.

Section 5. Any vetoes of the President or Executive Board, herein defined, may be overturned by a three-fourths (3/4) vote of the Voting Membership present.

Section 6. Elections for officers of the Club will be decided by a majority of the Voting Membership, whether for a regular election or in a special election for a permanent replacement to the Executive Board.

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, including those 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 given the opportunity to respond at or before the meeting at which removal is considered.

Section 8. A resolution for expulsion or censure of a Club member who has committed an act or conduct deemed unfriendly or hostile to the best interests of the Club can be passed by a two-thirds (2/3) vote of all Voting Members stating that a member shall be expelled or censured.

Section 9. The Club 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.

ARTICLE V – EXECUTIVE BOARD

Section 1. The executive authority shall reside in the offices of President, Vice President, Treasurer, Secretary, and Chairman which shall be known as the Executive Board. Only Voting Members, who have been members of the club for at least one year may hold office as a member of the Executive Board. In order 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. No member shall be a candidate for, or hold at any one time, multiple elected offices within the Club. The Executive Board shall be required to act ethically and morally in all its dealings and business.

Section 2. The Executive Board has authority over all subjects not explicitly granted to the Voting Membership, including the interpretation of these Bylaws, and may temporarily fill any vacancies on the Executive Board, in accordance with the other principles herein outlined, until the next General Meeting. The Executive Board may, by a three-fourths (3/4) vote of the entire Executive Board, veto any decision of the Voting Membership or Board of Governors. Members of the Executive Board serve for a two (2) year term.

Section 3. The President will have all of the following duties and powers. The absence of a specific power or duty 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 shall be considered an Authorized Signatory on all resolutions, endorsements, official acts, contracts, and accounts opened in the Club’s name.
  2. Supervise the activities of the Club and perform all other duties incidental to his 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 Chairpersons of the Committees, with the advice of the Executive Board, and shall be deemed to be an ex-officio member of all Committees.
  6. Preside over and set the agenda for each meeting with the advice of the Executive Board and act as Chief Parliamentarian for all meetings of the Club.
  7. Present a State of the Club report annually to the membership.
  8. Have the authority to introduce matters for the consideration of the Board, veto any Club decision, and shall see that all orders and resolutions of the Club are effectuated.
  9. Establish administrative procedures not otherwise provided for by these Bylaws.
  10. Create or terminate official non-elected offices and appoint persons to such positions
  11. Have general superintendence and direction of all other officers, chairpersons, and staff of the Club.
  12. Bestow honors and awards, subject to the powers and duties of an Awards Committee, if it exists.
  13. Be the deciding vote in case of a tie in any Club meeting.
  14. Have the authority, in the event that it is deemed necessary, to create an independent special Audit Committee to review the Club finances and to appoint its Chairperson. The Chairperson may not be a member of the Executive Board, Board of Governors, or Finance Committee.  This Chairperson will act as the Club Comptroller and will submit reports to the Board of Governors. The Comptroller shall have access to all statements of all accounts associated with the Club.

Section 4. The Vice President shall:

  1. Perform such duties as may be assigned to him from time to time by the President.
  2. At the request of, or in the absence or disability of the President, the Vice President shall exercise and perform the duties of the President until the President is able to resume his 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 5. The Treasurer shall:

  1. Serve as the Chief Financial Officer and accountant for the Club and shall be considered an Authorized Signatory on behalf of the Club in regard to 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 all bills of the Club, including certification fees, from such funds.
  3. With the advice and consent of the President, set the procedures for reimbursement of Club officers and members for Club expenses, as well as handle all the day-to-day monetary arrangements of the Club.
  4. With the advice and consent of the President, propose a budget to the Board of Governors, hereinafter defined, for approval at the beginning of each fiscal year.
  5. Be responsible for administrative and tax filings on behalf of the Club, arrange for the filing of taxes where necessary and  be responsible for any and all administrative filings for and on behalf of the Club.
  6. With the advice and consent of the President, have full discretion to establish and maintain investment accounts for the purpose of investing club funds in securities, including, but not limited to, cash and cash equivalents, marketable securities including equities, and fixed income securities.
  7. Present to the Board of Governors on a quarterly basis a summary of the Club’s financial status including assets, liabilities, and all income and expenditures from the previous quarter.

Section 6. The Secretary shall:

  1. Serve as the Chief Operating Officer of the Club.
  2. Have charge of all record keeping relating to the operation of the Club outside of fiscal matters and shall keep a file of all committee reports, a copy of all minutes of that year’s meetings, and shall record and draw up the meeting minutes of the meetings of the Membership, Executive Board, and the Board of Governors. Shall also be responsible for keeping an inventory of all Club property.
  3. Notify all members of any actions taken by the board affecting them and shall perform other additional responsibilities as assigned by the President.
  4. All enacted resolutions and actions, whether written or verbal, shall be codified by The Secretary and made available upon request to any member of the Club.
  5. Maintain a list of all members in good standing, with the aid of the Membership Committee, and shall produce a certified copy of said list at the meeting for the Election of Officers.
  6.  Shall be responsible for  the Executive Board’s correspondence.
  7. Appoint assistants if necessary and desirable for the efficient performance of the duties of the office.

Section 7. The office of Chairman shall be filled by the outgoing President. The Chairman shall:

  1. Serve and vote on the Executive Board.
  2. Provide advice to the Executive Board as to the previous year policies, meetings, and events.
  3. Provide assistance and advice to the current President
  4. Shall have all duties as designated by the current President

Section 8. It shall be the responsibility of the Executive Board to deliver a report at each meeting where club business is transacted upon detailing the status of the Club.

Section 9. Any Officer can be censured or impeached if found to be incompetent, failing to perform his duties, or engaging in activities detrimental to the Club. Proceedings must be initiated by a majority vote of the Board of Governors or two-thirds of all Club members in writing.

Section 10. Vacancies in the Executive Board shall be filed for the unexpired term by a majority vote of the members of the Board of Governors.

Section 11. The Executive Board, 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 12. Executive Board meetings shall be held at such times and places as the President shall decide, and each Board member shall receive at least five (5) days notice from the President. A majority of the Executive Board shall constitute quorum. These meetings shall be open only to Executive Board members unless the Executive Board deems otherwise. Electronic communications shall be an acceptable form of conducting business of the Executive Board.

Section 13. All officers and all committee chairmen shall deliver all records, files, and properties of the Club to their respective successors within 10 business days after retiring from office unless otherwise directed by the President or the Executive Board.

Section 14. The most up-to-date copy of these Bylaws shall be maintained by the Executive Board, and made readily available to the general membership. The Executive Board shall make reasonable efforts to ensure that all public copies of these Bylaws shall be properly updated once amendments to the document are made.

Section 15. Contact information for each elected officer listed in this Article shall be made publicly available.

Section 16. The Executive Board may hire consultants or contractors to perform various duties on behalf of The Club when deemed necessary and proper.

ARTICLE VI – 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 Chairs of the Permanent Standing Committees, appointed by the President with the advice of the Executive Board, to hold office for one (1) year and until their successors shall be appointed and take office, or upon a vote of the Executive Board removing said member from their Committee Chairpersonship, or upon the decision of the President to do the same. The President, Vice President, Secretary, Treasurer, and Chairman shall also be members ex officio with full powers.

Section 2. 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 duties of the Members At-Large shall be determined by the President with advice and consent of the Board of Governors.

Section 3. The Board of Governors shall be charged with the management responsibilities of the Club as prescribed herein these Bylaws and delegated to it by the Executive Board, and shall, subject to the powers and limitations granted in these Bylaws and have all powers necessary to carry out this responsibility.

Section 4. Any member of the Board of Governors shall be a member in good standing, under the age of forty (40), and shall be otherwise eligible to be a Committee Chair.

Section 5. The following committees (“Standing Committees”) are deemed permanent and their status may not be altered by the Executive Board:

  1. Campaigns
  2. Outreach
  3. Events
  4. Finance
  5. Communications
  6. Membership
  7. Law
  8. Rules
  9. Fundraising
  10. Policy
  11. Advisory

Section 6. The Board of Governors shall designate and maintain permanent headquarters for the Club when feasible, and shall have charge of the general administration, management, and procedure of the Club, and shall make such rules and regulations not inconsistent with the Club Bylaws as it may deem proper. It shall have power to recommend appointments of officers and members of standing and special committees. It shall also approve the budget submitted by the Treasurer at the commencement of each fiscal year and may from time to time alter or amend the same.

Section 7. The President and Vice President shall serve as Chair and Vice-Chair of the Board of Governors. The Secretary shall also serve as Secretary of the Board of Governors.

Section 8.  The Board of Governors shall meet at least once in each 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 called by the Secretary upon the written request of the members thereof.  At least forty-eight (48) hours’ notice of all meetings of the Board of Governors shall be given each member thereof, as prescribed by the Board of Governors. Special meetings may be held on notice of less than forty-eight (48) hours if notice of the business to be transacted thereat shall be given, in which event only business of which notice shall have been so given may be transacted at any such meeting. These meetings shall be open only to Board members unless the Board deems otherwise. Electronic communications shall be an acceptable form of conducting business of the Board of Governors.

Section 9. Members of the Board of Governors are expected to attend Club meetings and functions or communicate with the President an inability to attend any meeting or function. A member of the Board of Governors 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 to his absence or shall present at the meeting following his third absence an excuse satisfactory to the members of the Board of Governors then present.

Section 10. Six (6) of the members of the Board of Governors 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 11. At each General Meeting where club business is transacted upon, 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 condition and activities of the Club during the preceding year.

Section 12. Vacancies in the Board of Governors shall be filled by the President, with the advice of the Executive Board, for the unexpired term.

Section 13. The Board of Governors from time to time may employ for a period not exceeding one year and 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. These staff need not be members of the Club.

Section 14. The Board of Governors shall reserve the right to create a political action committee (PAC) for the purpose of soliciting and disbursing funds to benefit Republican candidates.

Section 15. The Board of Governors shall adopt rules to effectuate its duties set forth herein and elsewhere. Said rules shall be consistent with the requirements of statute and shall not be construed as to supersede any provisions of the Bylaws of this Club.

Section 16. Liquidation of assets of the club shall require approval of a majority of the Board of Governors.

Section 17. A Chairperson may resign by delivering a written notice thereof to the Executive Board. Such resignation shall be effective when such notice is delivered, unless a future effective date is specified in the notice. The acceptance of such resignation shall not be necessary to make it effective.

Section 18. The Board of Governors, by majority vote, may issue any statement which reflect the views of the Board of Governors. The Board of Governors shall have the authority and discretion to issue statements which represent 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, and 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, in order to unambiguously disclaim that the statement reflect 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. Board members, as stewards of public trust, must always act for the good of the organization, rather than for the benefit of themselves. They need to exercise reasonable care in all decision making, without placing the organization under unnecessary risk.

Section 20. All officers and chairpersons shall perform any additional duties as may be assigned by the President.

Section 21. The Board of Governors may establish a Board of Advisors comprising of individuals of their choosing who can provide support and guidance to the Club.

ARTICLE VII – 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 at one time.

Section 2.  The Chairs of all committees both standing and special shall be appointed by the President with the advice of the Executive Board and, regardless of their date of appointment, shall continue as such members for one year and until their successors shall be appointed, unless prior thereto such committee shall have been discharged or removed by the Board of Governors. As previously stated, the Committee Chairs of each standing committee shall serve as members of the Board of Governors. Chairs 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/or such officers as the President may determine, each of whom shall be appointed by the President with the advice and consent of such committee chair and the Executive Board. Each committee chairperson, with the approval of the Executive Board, shall have the ability to create sub-committees as needed. Vice Chairmen 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 members of said committee 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 general supervision of the Board of Governors 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 Club.

Section 6. The Campaign Committee is charged with overseeing any and all campaign work done by members of this organization and for developing new ideas on how to best utilize the Club for political activities.

Section 7. The Finance Committee shall have charge of assisting the Treasurer and any Chairperson in all financial related activities.

Section 8.  The Law Committee serves to ensure Club compliance with all laws and legal mandates, to advise the club on legal matters, and serves to keep the club abreast of legal policy issues. The Chairperson of the Law Committee shall also serve as the Club’s General Counsel and legal adviser and shall be vested the power of resolving disputes involving the Club. The Chairperson of the Law Committee must be admitted to the bar of the State of New York.

Section 9. The Membership Committee shall have concurrent jurisdiction, with the Board of Governors, over admission to membership in the Club. It shall have power to make suitable rules and regulations governing such admission not inconsistent with these Bylaws. The Membership Committee shall meet at least once a month for the purpose of passing on applications for membership in the Club. The Membership Committee shall have no power to confer voting rights on any applicant for membership between the taking of nominations for elected office and the election of officers. Applications accepted will be processed and all rights of membership, save the ability to vote on any Club business, shall be conferred in accordance with all other provisions regarding membership. Upon the elections of officers, voting rights shall be immediately conferred on all members whose applications were processed. Further the Membership Committee shall be charged with the recruitment of new members to the Club.

Section 10. 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 activities of the Club or of its members as may be approved by the Board of Governors. The Communications Chair may be delegated by the President to serve as the Club’s official spokesperson.

Section 11. The Outreach Committee shall have jurisdiction over the Club¹s philanthropic and charitable activities. The Outreach Committee shall also be charged with facilitating relationships with other clubs and organizations.

Section 12. The Events Committee shall plan and hold events to promote the Club and for any other Club Related activities.

Section 13. 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 Board 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 Board upon the request of any member in good standing for an interpretation of a section of this document. In cases where there is a dispute regarding these Bylaws, the Rules Chair shall be consulted to arbitrate and attempt to find a resolution.

Section 14. The Fundraising Committee shall assist in all matters related to the procurement of donations to facilitate Club activities.

Section 15. The Policy Committee shall be charged with advising and educating membership on empirical research-based public policy to advance the principles and mission of this club.  The Policy Chair must have an advanced degree from an accredited institution or 4 years of direct public policy experience. The Policy Chair is primarily responsible for – drafting policy briefs detailing and clarifying the official policy positions as adopted by the Board of Governors and/or full membership upon convention assembly and coordinating ad hoc research responsibilities.

Section 16. The Advisory Committee’s Chairperson shall serve as a confidential adviser and Chief of Staff to the President. In this capacity, he shall only report to the President and serves at the President’s pleasure, assisting the President in scheduling, appointments and other duties as assigned by the President.

ARTICLE VIII – ELECTIONS

Section 1. The election of officers of the Club 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 at the conclusion of said meeting. A plurality vote of Voting Members present is needed to win.

Section 2. Any Voting Member of the Club may run for any office. 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. Any such candidate not seconded shall not be considered eligible to run for elected office.

Section 3. 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 shall inform all candidates of such  limit. In the case of an uncontested candidacy, the nominee has the option to address the membership.

Section 4.  All Elected Officers shall be elected in the order in which they are listed in these Bylaws.

Section 5. All voting shall be by secret ballot and each General 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 6.  Voting by proxy shall be subject to such regulations as the Executive Board may from time to time prescribe. No person other than the President or Secretary shall act as a proxy for an absent member and the length of time at which such proxy may be executed may not exceed seven (7) calendar days.

Section 7. 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 8.  At each meeting of the Club at which an election is held, the members of the Board of Governors who are not candidates shall act as tellers of such election. The Treasurer 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 thereat. Tellers shall administer the election, collect all ballots, tally the vote, and announce results thereof.

ARTICLE VIV – 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 said meetings are to be determined by the President at his 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. Special Meetings of the Club may be called by the President at any time for any reason and shall be called by the President or Secretary upon vote of the Executive Board or the written request of ten percent (10%) of the Voting Membership of the Club 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 3. For any Club meeting where Club business is transacted, the Executive Board must distribute an agenda and list of items for consideration, including votes for Executive Board Members if applicable, to the Membership no later than seven (7) days prior to such a 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 counsel of the Executive Board.

Section 4. Notice of all meetings of the Club shall be delivered, via mail, electronic means, or phone message, to each member prior to such meeting. Notices of Special Meetings shall set forth the business to be transacted thereat, and no business other than that so specified shall be transacted at any Special Meetings except upon unanimous consent of the members present.

Section 5. Minutes for all meetings of the Membership where club business is transacted upon, shall be kept by the Secretary, herein defined, or, if the Secretary is not available, by a designee chosen by the Executive Board.

Section 6.  Any meeting called pursuant to these Bylaws may be conducted in person or by some electronic or other means, as long as all lawful and proper participants are able to interact in real-time with all other such participants and that they are able to avail themselves of all rights afforded to them in these Bylaws and any applicable local, State, and Federal law.

ARTICLE X – AFFILIATION

Section 1. The Club shall be a sovereign entity in support of, yet independent of the New York Republican State Committee.

Section 2.  This Club may maintain membership in the Association of New York State Young Republican Clubs and the National Young Republicans Federation and 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 Board, the delegates and alternates to the Association of New York State Young Republican Clubs, Inc. and Young Republicans National Federation Inc. All delegates voting shall be by “unit rule” unless exempted by the President.

ARTICLE XI – 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, constituting one (1) month’s time, the Voting Membership, having been duly notified by the Executive Board 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 days before the vote.

ARTICLE XII – NONDISCRIMINATION

Nothing in these Bylaws or any bylaws enacted under it shall be read in a manner so as 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, the right of any person to be a member of the Club shall not be abridged on account of any of these factors.

ARTICLE XIII – 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 so as to conflict with any New York State Law.

Section 2. Neither the the Executive Board, nor 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 nonprofit corporation. The Club shall have all powers necessary or proper to direct, manage and control its business, property, and funds; and 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 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 necessary, all other provisions of the Bylaws shall remain in effect as written.

ARTICLE XIV – FISCAL YEAR

The fiscal year of the Club shall commence on the first day of January and end on the thirty-first day of December of that same year.

ARTICLE XV – INDEMNIFICATION

The Club shall indemnify, defend, and hold harmless any current or former director, officer , employee, or agent of the Club (each of the foregoing shall be referred to in this Article XV individually as an “indemnitee”) against any and 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 and/or affiliation in such capacity with the Club; provided however that this shall not apply for any such indemnitee with respect to any matter it has been adjudicated in a non-appealable judgment, that such indemnitee is found to be liable for gross negligence or misconduct in the performance of a duty, and/or not to have acted in good faith.  Expenses incurred in defending an action to which this indemnification applies, may be paid by the Club to the indemnitee in advance of a final disposition of such action by a majority vote of the Executive Board in each specific case. Furthermore, any settlement shall be approved by a majority vote of the Executive Board who are not at that time parties to the proceeding.  The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled.

ARTICLE XVI – MISCELLANEOUS

Section 1. The provisions of these Bylaws are hereby declared to be severable.  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 2. The Club shall not held responsible for unauthorized opinions of its members, no matter how or where expressed.