Club Bylaws

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CONSTITUTION & BYLAWS OF THE BROOKLYN YOUNG REPUBLICAN CLUB
Established 1880.  Last Revision on November 17, 2010.

ARTICLE I: NAME

The name of this organization shall be the Brooklyn Young Republican Club.

ARTICLE II: OBJECTS

The objects of the Brooklyn Young Republican Club are:

  1. To promote and to secure support for the principles of the Republican Party among those who live, work and study in Brooklyn under 40 years of age;
  2. To influence and enhance the public discourse in accordance with the spirit of the Republican Party’s political philosophy, including helping to shape that philosophy wherever necessary;
  3. To exert such influence as it may on behalf of good government—Local, State and National;
  4. To resist and expose corruption and promote reform in national, State and municipal affairs;
  5. To watch local, state and federal legislation affecting our interests;
  6. To arouse public interest in the conduct of government and make efficient public criticism upon it; and
  7. To encourage young Republicans to seek membership in the Kings County Republican County Committee, to pursue other leadership positions, and to help grow local Republican organizations throughout Brooklyn.

ARTICLE III: MEMBERSHIP

Section 1. Qualifications. Any individual residing, working or attending an academic institution in the borough of Brooklyn, New York, having a general preference for or any sympathy with the principles of the Republican Party and a desire to promote the objects of the Club, shall be eligible for membership in this Club.  For good cause shown, the Board of Directors may admit to membership an applicant who does not fully satisfy these qualifications.

Section 2. Classes and Privileges. Members of the Club shall be of the following classes:

Class A. Regular members, who are under the age of 40, shall have full rights and responsibilities of membership in the Club.

Class B. Associate members, including members of the age of 40 and over, who shall have no vote and are ineligible to hold office in the club, but shall have all other privileges of membership in the Club.

Class C. Honorary members, who shall pay no dues, have no vote and are ineligible to hold office in the Club, but shall have all other privileges of membership in the Club.

Section 3. Membership Levels and Dues. The Board of Directors shall have the power (1) to set, by written resolution with advanced notice sent to members, the amount of dues for Class A and Class B membership, (2) to create additional membership levels with accompanying special benefits within each class, and (3) to set different amount of dues for such levels.  Any changes in membership levels and in dues amounts shall only take effect in the following year from which the changes are made and such changes must be voted upon on or before December 1st.

Section 4. Application for Membership. The Board of Directors shall establish uniform requirements for membership applications.  Any individual who wishes to seek membership in the Club must provide the information required by the Board of Directors to the Club in writing along with the appropriate payment of dues for the class and/or level of membership sought.  The Board of Directors must act on approval or denial of such membership application within 30 days of its receipt.  Any application that the Board of Directors fails to act upon affirmatively after 30 days from its receipt is hereby deemed approved.  The Board of Directors may reject an application on the grounds that granting membership to such individual would be inimical to the best interests of the Club.  The Secretary shall send written communication to inform an applicant of the affirmative approval or denial of his/her application, and in the event of denial, the Club shall refund the sum received for advance payment of dues.  However, no application shall be considered approved for any reason during the period between the Regular meeting at which nominations for Club office have been made and the annual meeting at which elections are held.

Section 5. Payment of Annual Dues. The annual dues of members shall be payable on the first day of each calendar year. After the first day of the second month of the calendar year, members whose dues are unpaid shall cease to be in good standing and shall be so notified by the Treasurer. Such notice shall also inform the member that unless his dues are paid within thirty days from the date of the notice his name may be stricken from the roll of members. If his dues remain unpaid thirty days after the date of such notice, Board of Directors may strike his name from the rolls. The Secretary shall keep a record of all names so stricken.

Section 6. Expulsion. The Board of Directors may, by a vote of three-fourths of its total membership, expel 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. No member shall be expelled unless he shall have had forwarded to him, by registered mail at his latest residence address appearing on the records of the Club, a statement of the charges against him and shall have been given at least two weeks’ notice in writing of the time and place of the meeting of the Board of Directors at which the changes against him will be considered, and unless he shall have been given an opportunity to be heard at such meeting.

ARTICLE IV: MEETINGS

Section 1. Regular Meetings. Regular meetings of the membership shall be held at least four (4) times per year and at least once in each of the following quarters (First Quarter – November to January; Second Quarter – February to April; Third Quarter – May to July; Fourth Quarter – August to October). The location, date and time of said meetings shall be determined by the President at his/her discretion; however, the Board of Directors may, by resolution, establish specific requirements regarding dates, times, locations and frequency of regular meetings not inconsistent with these bylaws.

Section 2. Annual Meeting. The annual meeting of the Club shall be held in May of each year, unless the Board of Directors determines another date to be more feasible.  The annual meeting may count as a Regular meeting for the purposes of satisfying the requirements of Section 1 of this article.

Section 3. Special Meetings. Special meetings of the Club may be called by the President at any time, or by the President or Secretary upon vote of the Board of Directors, or by the written request of five (5) Regular members of the Club in good standing.  Such request shall state the purpose for which the special meeting shall be called.

Section 4. Notice of Meetings. Notice of all meetings of the Club shall be delivered, via mail, email or phone message, to each member not less than five (5) days prior to the date of 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 meeting except upon unanimous consent of the members present.

Section 5. Quorum. At any meeting of the Club, ten percent (10%) of the Regular membership in good standing shall constitute a quorum for the transaction of business.

Section 6. Voting. Only Regular members of the Club in good standing shall have the right to vote. Voting by proxy shall be subject to such regulations as the Board of Directors may from time to time prescribe.

Section 7. Resolutions. A resolution may be introduced at any meeting of the Club by any Regular member and it may be considered immediately, insofar as such resolution is not inconsistent with any law, these Bylaws, or with any special rule of order of the Club.

Section 8. Rules of Order. The rules contained in the latest edition of “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, these By-Laws, or with any special rule of order of the Club.

ARTICLE V: OFFICERS

Section 1. Number and Term of Office. The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected at the annual meeting of the Club to hold office until the next annual meeting and until their successors shall be elected and take office.

Section 2. Qualifications. Any member of the Club shall be eligible for office who, at the time of his election, shall be in good standing, under the age of forty years and shall have been a Regular member of the Club in good standing in the calendar year prior to the election.

Section 3. Officers to be Members of Board of Directors.  Every officer of the Club shall be a member of the Board of Directors.  The Secretary shall also serve as Secretary of the Board of Directors.

Section 4. Power and Duties. The powers and duties of the officers of the Club shall be as follows:

The duties of the officers of the Club shall be as follows:

(a) President: The President shall preside at all meetings of the Club.  With the advice and consent of the officers, he/she shall assign responsibilities to members of the Board of Directors and appoint the chairs and members of all committees.  He/she shall be responsible for ensuring the dutiful execution of all Club affairs, as well as supervising the activities of the Club.  He shall perform all other duties as described in these bylaws and those incidental to his/her office.

(b) Vice President: The Vice President shall perform such duties as may be assigned to them from time to time by the President.  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.

(c) Treasurer: The Treasurer shall have the care and custody of all funds of the Club and shall collect and pay out the same when and as directed by the Board of Directors. He shall deposit the Club funds in such depository or depositories as may be designated by the Board of Directors. Immediately after taking office he shall prepare and submit to the Board of Directors for its approval a proposed budget for the ensuing fiscal year. He shall not expend money except in accordance with the budget or the specific approval of the Board and shall keep in books provided for that purpose accounts showing all receipts and disbursements, which books shall be open to the inspection of any member of the Club. He shall render an account of all his transactions and of the financial condition of the Club whenever requested by the Board of Directors or by the Club and shall make a final report at the meeting of the Club following the end of the fiscal year. The Treasurer is also responsible for maintaining a complete roll of all past and current members and shall give, at a time prescribed by the Board of Directors, a list of all members in good standing to the Elections Committee.

(d) Secretary: The Secretary shall be the custodian and keep records of all proceedings of the Club and of such other matters as shall be deemed advisable by the Club or by the Board of Directors. The Secretary shall attend to the serving of all notices required to be served either by law or these Bylaws. The Secretary shall also serve as Secretary of the Board of Directors.

Section 5. Vacancies. Vacancies in any of the offices of the Club as defined in Section 1 shall be filed for the unexpired term by the vote of a majority of the remaining members of the Board of Directors.

ARTICLE VI: BOARD OF DIRECTORS

Section 1. Number and term of office. The Club shall be managed and governed by a Board of Directors consisting of a Chair, the officers of the club, no less than seven (7) and no more than fifteen (15) Directors elected by the membership, any past-Presidents of the Club under the age of 40 who have maintained Regular membership in good standing, and the General Counsel.  Past-Presidents (except the immediate past-President serving as Chair of the Board who shall have a vote only in the cases of a tie), chairs of standing and special committees, and the Executive Director shall be ex-officio members of the Board with voice but no vote, except that nothing in this provision shall be construed to deny a voting member of the Board of Directors the right to vote if he/she also serves in one of these capacities as well.

Section 2. Qualifications. Any voting member of the Board of Directors must be a Regular member in good standing.

Section 3. Powers and Duties. The Board of Directors shall be empowered to act on behalf of the club in all matters outside of Regular or Special meetings.  However, the Board may not act where such action would conflict with any other provision of these Bylaws or a resolution adopted by the membership.  It shall also adopt a budget at the commencement of each fiscal year and may from time to time alter or amend the same.

Section 4. Chairman of the Board. The Chair of the Board shall be the most recent past-President who is also a Regular member of the Club in good standing.  He/she shall only have a vote in case of a tie.  In the absence of, or the event that the most recent past-President cannot or will not perform these duties, then the President shall serve as Chair.  Nothing in this section shall be construed to deny the President of the Club a vote on the Board if he is acting as Chair.

Section 5. Meetings. The Board shall meet at least once each month as the Board may establish or at the call of the Chair.  Special meetings may be called by the Chair, by resolution of the Board, or by the Secretary upon the written request of five members thereof.  At least forty-eight (48) hours notice of all meetings of the Board shall be given each member thereof, as prescribed by the Board of Directors, but special meetings may be held on notice of less than forty-eight 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.

Section 6. Tenure of Office and Removal. Within 30 days from the annual meeting of the club, the President, with the advice and consent of the officers of the Club, shall assign specific responsibilities to Directors.  A member of the Board of Directors who has been absent from three (3) consecutive meetings thereof shall cease to be a member unless he shall have obtained the consent of the Board for leave of his absence or shall present at the meeting next following his third absence a reason satisfactory to the members of the Board then present.  A majority vote of either the Board of Directors at a meeting of the Board, or a majority vote of the membership at a meeting of the club, may remove any member of the Board of Directors, except elected Club officers, with or without cause. Any member of the Board may resign by informing the President and the Chair of the Board in writing of his intention to do so.

Section 7. Quorum and Voting. A majority of the voting members of the Board of Directors, excepting vacancies, shall constitute a quorum for the transaction of business.  The Board shall act by a majority of the members present and voting, or by proxy, at any meeting, except as may otherwise be provided herein.  Voting by proxy shall be in accordance with such rules and regulations as shall be prescribed by the Board of Directors.

Section 8. Annual Reports. At each annual meeting of the Club, the Board of Directors shall present its report in writing on the condition and activities of the Club during the preceding year, and in addition thereto the Board shall at each regular meeting of the Club present a report of its activities since the next preceding regular meeting.

Section 9. Vacancies. Vacancies in the Board of Directors shall be filled by the President, with the advice and consent of the officers of the club, for the remainder of the unexpired term.

Section 10. General Counsel. The General Counsel shall be appointed by the President, with the advice and consent of the Board of Directors, and shall perform the duties of general counsel and legal adviser to the Club.

Section 11. Executive Director. The Board of Directors from time to time may employ for a period not exceeding one year and at such compensation as the Board may deem advisable an Executive Director who shall perform such duties as may be assigned to him by the Board.  The Executive Director need not be a member of the Club.

Section 12. Record of Actions. The Board shall codify all of its resolutions and actions, whether written or verbal, make them available on the Club’s official website and provide a copy upon request to any member of the Club.

ARTICLE VII: COMMITTEES

Section 1. Standing and Special Committees. The Club or the Board of Directors may from time to time create standing and special committees and define their powers, duties and structure.

Section 2. Qualifications.  Any Regular 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 four committees at one time.

Section 3. Appointment and Tenure. The members and chairs of all committees both standing and special shall be appointed by the President with the advice and consent of the Board of Directors.

Section 4. Meetings. Committees shall meet at the direction of the committee chair, at the direction of the President, and/or in accordance with the resolutions of the Board of Directors.

Section 5. Reports.  All committees shall be under the general supervision of the President and the Board of Directors and shall report when required by the President or the Board of Directors. No committee may take any action without approval from the Board of Directors or the Club.

ARTICLE VIII: ELECTIONS

Section 1. Time. Election of officers shall be held at the annual meeting of the Club.

Section 2. Nominations. By January 31st of each year, the Board of Directors shall elect an Elections Committee Chair, who will be nominated by the President.  The Elections Committee Chair shall select a committee of not less than one and not more than six other persons to serve on the Elections Committee. The Elections Committee shall, prior to the annual meeting, accept nominations for each of the candidates for elective office. Names of candidates shall be submitted in writing, including via email, to the Elections Committee prior to the first Regular meeting held in the 2nd Quarter, at which time, said names will be read aloud and seconded.  Any such candidate not seconded shall not be considered eligible to run for elected office at the annual meeting. No member shall be eligible for Chairmanship of the Elections Committee who shall not have been a member of the Club for at least one year.  In addition, no member of the Elections Committee may run for office during his term on the Elections Committee and members of the Elections Committee shall not vote in any election over which they preside.

Section 3. Voting. All elections shall be by secret ballot and each Regular member of the Club in good standing and present in person, or by proxy, shall have one vote for each officer and one vote for each member of the Board of Directors.  A majority of all ballots cast shall be necessary for election of candidates.

Section 4. Voting by Proxy. Voting by proxy shall be in accordance with such rules and regulations as shall be prescribed by the Board of Directors, a copy of which shall be furnished to any member of the Club upon written request therefor, addressed to the Secretary.

Section 5. Ballots. The Elections Committee shall prepare a form of ballot for use at each annual election 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 Elections Committee shall be received or counted at any election.

Section 6. Tellers. At each meeting of the Club at which an election is held, the members of the Elections Committee 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 IX: CONFLICTS OF INTEREST

Section 1. Purpose. Any other provision of these bylaws notwithstanding, the Club hereby declares as its policy that the principles of the Republican Party and the objects of the Club may only be advanced by officers and members who are accountable and responsive solely to the objectives of the Club, the Republican Party’s principles and their own consciences.  Therefore, they must be, as practically as possible, independent of any external considerations or influences that may conflict with the objects of the club and the Republican Party’s principles.

Section 2. Defining Conflicts of Interest. No officer or voting member of the Board of Directors shall hold any full-time or part-time patronage job, for which appointment is directly controlled or significantly influenced by an elected official or party leader.  For the purposes of the section, “party leader” shall mean (a) an Assembly District Leader or State Committee Member, (b) officer of a County Committee or member of a County Committee Executive Committee, or (c) a County Committee Chair or State Committee Chair, and “elected official” shall mean any member of an elected legislative body or an elected executive officer.  Such patronage jobs shall include, but not be limited to, those who are:

  1. Employed full-time or part-time at any Board of Elections, with the exception of those individuals who are temporarily employed by the Board of Election during an election event;
  2. Employed full-time or part-time as a member of staff for an elected official, where such appointment is not classified as a competitive career civil service position
  3. Employed full-time or part-time by a campaign committee
  4. Employed full-time or part-time by a party leader, regardless of whether the employment relates to the party leader’s political responsibilities

Section 3. Eligibility. In order to be eligible for election or appointment to a club position, all nominees for Club office and Directors shall declare in writing to the Club that they will not accept any such patronage job during their term as officers.  Anyone who accepts such a patronage job before election or appointment shall immediately become ineligible to run or to serve.  Anyone who accepts patronage during his/her term of office shall immediately forfeit her/her office.

Section 4. Enforcement. In the event that any member raises a point of order about an officer, member of the Board of Directors, or a nominee for an elected Club position, with regard to compliance with this article, the question shall be given precedence over all other Club business.  The individual in question shall be given the opportunity to speak for up to 10 minutes and shall be given ample opportunity to provide any evidence necessary regarding compliance with this article, after which the existence of any disqualifying conflict of interest with the individual in question shall be decided on by a majority vote of those present and voting, with a quorum being present.

ARTICLE X: NOTICES

Except where otherwise provided in these bylaws, notices required by these bylaws to be given to members of the Club shall be deemed to have been sufficiently given if in writing and sent, via mail, email or other electronic means, to each member at his postal or electronic address as it shall appear on the records of the Club. Such notice shall be sufficient for the purposes of this section if inserted in any Club publication so mailed to each member.

ARTICLE XI: AMENDMENTS

Amendments to these Bylaws may be submitted in writing by the Board of Directors to the membership, or to the Board of Directors over the signatures of ten members of the Club. The Board shall, at its next succeeding meeting, approve, reject or otherwise act upon the proposed amendment. If the Board shall approve the proposed amendment it shall be submitted to the membership at the next regular meeting of the Club or at a special meeting called for that purpose. If the Board shall reject the proposed amendment, or take no final action thereof, any of the members proposing the said amendment may submit it to the membership at the next succeeding regular meeting or special meeting called for that purpose, at which meeting its consideration shall be the first order of business. A copy of the proposed amendment shall be inserted in the notice of the meeting at which the same will be voted upon. No amendment shall be adopted except by a two-thirds vote of those present in any meeting in which a quorum has been established.

ARTICLE XII: FISCAL YEAR

The fiscal year of the Club shall commence on the first day of July and end on the thirtieth day of June of the following year.

ARTICLE XIII – CONDUCT OF MEETINGS

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.

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