Revised June 2011
We, the duly elected Board of Directors of the Lincoln Club of San Luis Obispo County, hereby adopt the following bylaws effective this eighteenth day of June 2011.
Article I – Name of Organization
The name of this organization shall be the Lincoln Club of San Luis Obispo County (hereinafter called the Lincoln Club).
Article II – Mission Statement
a. The Lincoln Club functions to encourage, recruit, and support Republican candidates in both partisan and nonpartisan offices.
b. The Lincoln Club supports the party platforms of the Republican National Committee and the California Republican Party and will seek to foster unity within the Republican Party.
c. The Lincoln Club believes in both empowering and supporting the activities of other allied Republican organizations within the community including, but not limited to, the activities of the Republican Party of San Luis Obispo County, the Republican Women Federated Clubs and the College and Young Republican groups.
d. The Lincoln Club seeks to augment and assist these organizations in our unified mission of electing Republicans to public office.
Article III – Board of Directors
Section 1. Number
The Board of Directors (hereinafter called the Board) shall consist of not less than nine (9) members or more than fifteen (15) members in good standing.
Section 2. Nomination and Election
a. At least four (4) weeks prior to each annual meeting, the President shall appoint a committee of not less than three (3) members to nominate members for election as Directors and officers at the ensuing election.
b. A written list of the nominees, having agreed to serve, must be submitted to the secretary, who at least ten (10) days before the annual meeting, shall mail a copy of said list to each member.
c. The Board shall be elected by a majority of the membership in attendance at the annual meeting.
d. The date of expiration of the office of a Director shall be the date of the annual meeting.
Section 3. Powers and Duties
a. The governing of the Lincoln Club shall be vested in the Board which shall have the management and control of all the business and affairs of the Lincoln Club, shall set the dues, shall employ such agents as it deems advisable, and shall fix the rates of compensation of all agents and employees.
b. The Board shall have full and complete power to determine the method or plan upon which the powers of the organization shall be exercised, and to this end, may appoint committees and fix the duties and powers thereof, and may do everything necessary or convenient in its discretion to properly maintain and operate the Lincoln Club.
c. The Board shall perform and transact all other business and acts which this organization, by the laws of this State, is permitted to transact and perform.
Section 4. Compensation
Members of the Board shall serve without compensation.
Section 5. Vacancies
a. Whenever a vacancy shall occur in the offices of the Board by death, resignation or in any manner other than by the expiration of the term of office as herein provided, such vacancy shall be filled by a majority vote of the remaining members of the Board present.
b. Any person so elected shall hold office for the unexpired term of the director whose place he or she has been elected to fill or until his or her successor is elected or qualified.
Section 6. Discipline and Removal
a. When any Director determines there is adequate cause for the censure or removal of a Director, a written statement setting forth the alleged causes shall be filed with the President. Within ten (10) days, the President shall notify the accused Director and supply the Director with a copy of theses charges.
b. The accused Director may file a written answer to these charges within ten (10) days. At the conclusion of this period, upon receipt of the reply, the President (or Vice-President in the event the charge is against the President) shall immediately refer the matter to the Rules Committee, whose membership shall be not less than three (3) regular Members.
c. The Rules Committee shall provide for a hearing upon request of the accused within ten (10) days of such request. The Rules Committee will report its findings to the Board who shall determine the action to be taken.
d. The removal or censure of a Director must be by two-thirds majority of the Board. The action is considered final on that date. Any action under these provisions must be taken during the term in which the act occurred or term immediately following.
Article IV – Directors Meetings
Section 1. Regular Meetings
a. Regular meetings of the Board shall be held subject to the call of the President (at least quarterly).
b. Written notice of such meeting shall be given to the Directors seven (7) days in advance.
c. The Secretary shall include, with said notice, the minutes of the previous meeting and the agenda.
Section 2. Special Meetings
a. The President or three (3) Directors may call special meetings of the Board.
b. Notices of the time and place thereof shall be given by telephone at least forty-eight (48) hours before the time set for such meeting.
Section 3. Quorum
a. The presence of a majority of Directors then serving shall constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board unless a greater number be required by law or these by-laws.
b. A written memorandum of any such act or decision shall be filed with the minutes of the proceedings of the Board. Any Director may carry a proxy vote for no more than one other Director if a written, signed and dated proxy is delivered to the Secretary prior to the commencement of the meeting.
Article V – Officers
Section 1. Officers
a. The officers shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, and they shall be members of the Board. The office of Secretary and Treasurer may be combined at the discretion of the President.
b. At the discretion of the Board, the officers may include a Chairman and President-Elect.
Section 2. Election
a. The officers shall be elected by a majority vote of the membership attending the annual meeting.
b. Each officer shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.
Section 3. Vacancies – In the case of death, resignation, or removal of any officer, the President shall fill such a vacancy by appointment with confirmation by the Board.
Section 4. Chairman of the Board
a. The Chairman of the Board, if there is such an officer, shall perform duties as may be prescribed by the Board.
b. In the absence of the President, or if there is none, the Chairman shall preside at all meetings of the members and of the Board to see that all orders and resolutions of the Board are carried into effect and performed.
Section 5. President
The President shall:
a. be the chief executive officer and shall preside at all meetings.
b. have the general management of the business of the organization, and shall see that all orders and resolutions of the Board are carried into effect.
c. have the general powers and duties of supervision and management usually vested in the office of the President, and shall have such other powers and perform such other duties as may be prescribed by the Board.
d. have the power to disburse funds and incidental overhead expenses when necessary, not to exceed $250.00.
e. appoint the Chairmen and members of all Standing Committees and has the authority to create other such committees he or she deems appropriate.
f. be authorized to accept resignations from the Directors and members and to remove members from offices to which the President appointed them.
Section 6. President-Elect
a. The President-Elect, if there is such an officer, shall, in the absence or disability of the President, perform the duties and exercise and the powers of the President, and shall have such other powers and perform such other duties as may be prescribed by the Board and the President.
b. In the absence of the President and Chairman, or if there is none, the President-Elect shall preside at all meetings to see that all orders and resolutions of the Board are carried into effect and performed.
Section 7. Vice-President
The Vice-President shall:
a. in the absence or disability of the President, Chairman, and President-Elect, if there are such officers, perform the duties and exercise the powers of the President,
b. have such other powers and perform such other duties as may be prescribed by the Board.
Section 8. Secretary
The Secretary shall:
a. attend all sessions of the Board and all member meetings;
b. record all votes and the minutes of all proceedings in a book to be kept for that purpose;
c. give, or cause to be given, notice of all meetings of the members and of all meetings of the Board
d. have such other powers and perform such other duties as may be prescribed by the Board.
Section 9. Treasurer
The Treasurer shall:
a. have custody of the funds and shall keep the same in such depositories as may be decided by the Board;
b. keep full and accurate accounts of receipts and disbursements in books belonging to the organization;
c. disburse the funds, as may be ordered by the Board;
d. provide an accounting of the transactions and financial condition of this organization to the Board at its meetings, or whenever the Board may require it, and to the membership at the annual meeting;
e have such other powers and perform such other duties as may be prescribed by the Board;
f. immediately notify the President when membership applications are received;
g. cause to be filed all required State and Federal reporting documents.
h. The Treasurer may disburse incidental funds for payments of overhead expenses in an amount not to exceed $250.00.
i. All transactions shall conform to State and Federal law.
Section 10. Absences
In the case of the absence of any officer or for any other reason that the Board may deem sufficient, the Board shall delegate, for the time being, the powers or duties of such officer to any other officer, or to any Director, provided a majority of the entire Board vote in favor of such delegation of power.
Article VI – Members
Section 1. Membership
a. The Board shall determine the method of inviting Republicans to become members and shall prepare, as it determines advisable, the terms and conditions of admission to membership and the expulsion of members.
b. Members may be elected by a majority vote of the Board at any Board meeting or by e-mail or facsimile vote conducted by the President. Proxy voting by e-mail or facsimile is not allowed.
c. Honorary members may be appointed for a period of one year at the discretion and with a majority vote of the Board and shall not be required to pay annual dues nor have a right to vote.
Section 2. Liability
a. None of the members, either collectively or individually, shall be liable for any of the debts, defaults, or liabilities of the organization;
b. Nor shall any member be held liable or responsible for the acts of any other member, or any Director, officer or employee of this organization in any way whatsoever;
c. Nor shall any member be responsible or liable for any action of any kind or nature whatsoever arising in connection with the operation of this organization whether said claims shall be based upon fraud, negligence, violation of contract, or otherwise.
Section 3. Dues
a. Dues shall be paid annually during the month the member submitted his or her application.
b. All members must be current in their dues. Any member sixty (60) days in arrears will have their names placed on an inactive list, and may be reinstated with payment of arrearage or a new application.
c. The Board shall set the annual dues at its first meeting following the annual meeting in which Directors were elected.
Section 4. Discipline and Removal
a. When any member determines there is adequate cause for the censure or removal of a member, a written statement setting forth the alleged causes shall be filed with the President; within ten (10) days, the President shall notify the accused member and supply the member with a copy of these charges.
b. The accused member may file a written answer to these charges within ten (10) days. At the conclusion of this period upon receipt of the reply, the President (or Vice-President in the event the charge is against the President) shall immediately refer the matter to the Rules Committee whose membership shall be not less than three (3) members.
c. The Rules Committee may provide for a hearing upon request of the accused, within ten (10) days of such request. The Rules Committee will report its findings to the Board which shall determine the action to be taken. The removal or censure of a member must be by two-thirds majority of the Board.
d. The accused may file an appeal to the full membership at its next meeting with a seven (7) day notice. The removal or censorship of a member by the full membership must be by a two-thirds majority of the members present and voting. If no appeal is filed, the action is considered final on that date.
e. Any action under these provisions must be taken during the term in which the act occurred or term immediately following.
Article VII – Member Meetings
Section 1. Member meetings
a. All meetings of the members shall be held at such place as shall be designated by the President or the Board.
b. Written notice of such a meeting shall be given to the members seven (7) days in advance. The Secretary shall include, with said notice and signed by the Secretary, the minutes of the previous meeting and the agenda.
c. There shall be at least two (2) meetings per year; one such meeting in accordance with Article VII, Section 2 supra and one during the summer months as determined by the Board.
Section 2. Annual Meeting
a. The annual meeting of the members shall be held in December of each year on a date set by the Board for the purpose of the election of Directors and officers and the transaction of such other business as may lawfully come before the meeting.
b. Written notice of such annual meeting shall be given to each member of record appearing on the books of the organization by depositing in the United States Post Office at least ten (10) days prior to such meeting. Said notice shall be signed by the Secretary and shall state the time and place of the holding of such meeting.
Section 3. Quorum
Fifteen percent (15) of the paid members present, in person or represented by proxy, shall be requisite for and shall constitute a quorum at all meetings of the members for the election of the Board and Officers, and for the transaction of business, except at otherwise provided by statute.
Section 4. Vote
At each meeting of the members, every member shall be entitled to vote in person or by proxy. Each member shall have one vote. Any member may carry the proxy vote for no more than one other member if a written, signed and dated proxy is delivered to the Secretary prior to the commencement of the meeting.
Section 5. Candidate selection, Endorsement, and Support
a. The Board reserves the right to initiate candidate interviews and communication in contested primary elections where multiple Republican candidates exist. The Board has complete discretion in the method of candidate interview and choice of subsequent support.
b. The Board may choose to endorse registered Republicans in either primary or general elections, in both partisan and nonpartisan races. The Board may also choose to withhold endorsement, and is in no way obligated to participate in any race.
c. Financial support given to any candidate, as directed by the Board, will fall within guidelines set by Federal and State Election statutes.
d. The amount of support shall be determined by a majority vote of the Board. The President may convene a special meeting of the Board as needed to discuss financial support with forty-eight (48) hours notice and will make a reasonable effort to contact all Directors.
e. Such meetings may occur either in person, or via e-mail or facsimile. The forty-eight hour notice is not needed for e-mail or facsimile meetings, but the President shall give forty-eight (48) hours for the Directors to respond to e-mail or facsimile meetings.
Article VIII – Club Representations
a. The Board, in close concert with the President, shall direct all official communication and authorizations, including the use of stationary and club seal.
b. The President, or his delegate, shall have the sole authority to publish all written and spoken Communications. The President shall demonstrate reasonable prudence when representing the club’s interests and views on issues neither related to partisan political interest, or issues not directly related to fulfilling the mission statement of the organization.
Article IX – Standing and Special Committees
The following shall be permanent standing committees. The President, who will be responsible for the coordination of their activities, shall appoint the Chairman and members of each committee.
a. The Rules Committee shall be responsible for maintaining these bylaws and processing recommended changes thereto through the Board as specified in Article X, Section 5 supra. The Rules Committee Chairman shall be the authority responsible for the interpretation of, and compliance with, these standing rules. The Rules Committee Chairman shall be a Director.
b. The Board may have an Executive Committee:
c. The composition of the Executive Committee is subject to the annual approval of the Board. The Executive Committee consists of no less than four (4) members of the Board, including the Chairman, if there is such an officer, President, President-Elect, if there is such an officer, any Vice-President and others as recommended by the President, all as voting members of the Executive Committee.
d. The President shall be the Chairman of the Executive Committee or may delegate the chairmanship of the Executive Committee to the Chairman or the President-Elect.
e. The Executive Committee acts for the full Board between its business meetings, as specifically authorized by the Bylaws or when specifically empowered by a vote of the full Board which constitutes a quorum at a regular or special meeting.
f. The Executive Committee shall meet at regular intervals during the periods of time between regular meetings. The Executive Committee shall determine the frequency and timing of such meetings.
g. At the Board meetings, the Executive Committee shall make a report of its activities since the last Board meeting and provide minutes of each Executive Committee meeting to the Board.
Article X – Parliamentary Rules
Section 1. The Chairman of the Rules Committee, or a member of said committee so designated, shall act as parliamentarian of each meeting of the membership and Board.
Section 2. In all cases not provided for by these bylaws, the authority shall be Roberts Rule of Order, Newly Revised.
Section 3. When an action is under debate or before the membership, no amendment shall be in order, when such amendment relates to a different subject, or is intended to accomplish a different purpose than the original action.
Section 4. No motion, either oral or written, shall be debated or adopted, until the same shall be seconded and distinctly stated to the membership by the President.
Section 5. No motion to amend these bylaws or to adopt a resolution concerning external policy or of endorsement shall be accepted on the floor until it has been reviewed by the and presented to the membership, with the Board comments, in writing, at least seven (7) days prior to the meeting. The President shall call for discussion of proposed amendments or resolutions, first by the proposer, and then by recognizing members who desire to speak.
Section 6. No member may speak more than once on the same subject, or longer than five (5) minutes, without permission of the membership granted by two – thirds vote of the members present, provided that such suspension shall apply only to the matter under immediate consideration, and in no case shall it extend beyond adjournment. However, the maker of any motion or amendment may be recognized by the President, for rebuttal purposes, but for no longer than two (2) minutes.
Section 7. Any of these bylaws may be suspended temporarily by a vote of two – thirds of the members present, provided such suspension shall apply only to the matter under immediate consideration, and in no case shall it extend beyond adjournment.
Article XI – Amendment of Bylaws
Section 1. These bylaws may be amended by a two-thirds majority vote of the members present at a properly scheduled meeting and provided they have been introduced in accordance with Article X, Section 5 of these bylaws.
Section 2. These bylaws may be amended by a two-thirds majority vote of the Directors at a properly scheduled meeting.
Article XII – Standing Rules
These bylaws constitute the Standing Rules for all activities and meetings of the Lincoln Club of San Luis Obispo County. They will remain in effect unless officially amended in accordance with Article XI supra.