Captree Republican Club By-Laws

BY-LAWS OF

(Adopted March 25, 1992)

(Last Amended September 19, 1994)

ARTICLE ONE

ORGANIZATION

(1) the name of the corporation is Republicans For West Islip Inc.

(2) the organization is and shall be organized and exist under the Not-For-Profit Corporation of the State of New York.

ARTICLE TWO

OFFICES

The principle office of the corporation shall be in the hamlet of West Islip, Town of Islip, County of Suffolk and the State of New York.

ARTICLE THREE

PURPOSES

The purposes for which the corporation has been organized is as follows:

(1) to advocate, promote and maintain the principles of republicanism and the Republican Party.

(2) to support and promote the candidates endorsed by the Republican Party at the Town, County, State and National level.

(3) to support and promote good government in the hamlet of West Islip; in the Town of Islip; in the County of Suffolk and in the State of New York.

ARTICLE FOUR

MEMBERSHIP

(1) Qualifications: Membership to this organization shall be open to citizens of the United States who are at least eighteen (18) years of age; are residents of West Islip; are registered Republicans and are persons of good moral standing and character.

(2) Membership Status:

(a) Regular Members- A citizen of the United States, who is a resident of the hamlet of West Islip, registered Republican and a person of good moral standing and character, may become a regular member of this organization upon paper application and approval of the Board of Directors (hereinafter “the Board”) and upon payment of all current dues and membership fees.  The Board, in its absolute discretion and in recognition of good citizenship; support of the Republican Party and its endorsed candidates; service to the community and/or service to the functions of government, may approve membership to citizens who meet all of the above requirements, except residency in the hamlet of West Islip.

(b) Provisional Members- A person who has applied to the Board for membership and has been tentatively approved, subject to becoming an officially enrolled Republican.  A provisional member shall have no voting rights and such provisional status may not remain for a period in excess of one (1) year.

(3) Honorary Members- Any citizen of the United States may be elected, by the Board, upon proper nomination, to honorary membership in this organization in recognition of outstanding citizenship.  Honorary members shall not be entitled to vote, shall not be eligible for election as on officer or director.  All honorary members shall be exempt from payment of any dues or membership fees.

(4) Application for Membership- All applications for membership, except for honorary members, shall be in writing upon such form as shall be approved by the membership committee or the Board.  The application shall be submitted to the membership committee, or if no such committee exists, to the President of the corporation, with the appropriate fees and dues.  Thereafter, the application shall be submitted to the Board for approval.  Upon submission to the Board, the Board shall, as soon as practicable, cast their votes for approval of the application for membership.  A two-thirds (2/3rd) vote shall constitute approval.

(5) Resignation/Suspension- Any member of the organization may withdraw as a member upon written notice to the Board.  Upon receipt of such a resignation, the corporation shall be discharged from any further obligation to the resigned member and there shall be no rebate or return of any membership fee or dues previously paid.  A member may be suspended for a period of time or expelled from the organization, for cause or for conduct which is prejudicial to the best interests of the organization.  Such suspension or expulsion shall be upon a two-thirds (2/3rd) vote of the Board after a hearing by the Board upon 20 days prior written notice, provided a statement of charges shall have been mailed, by certified mail return receipt requested, to the member at the member’s last recorded address at least ten (10) days prior to the hearing date.  The statement of charges shall be accompanied by a notice of the time and place for the hearing by the Board and shall further advise the member that the member shall be given an opportunity to present a defense at the hearing shall have the right to be represented by counsel.

ARTICLE FIVE

MEETINGS

The annual meeting of the corporation shall be held on the fourth (4th) Wednesday of November of each year, except that if such date shall be a legal holiday, the Board may designate an alternate date, which shall be in the fourth (4th) week of November.  The annual organizational meeting shall be the January meeting.

Regular meeting of the organization shall be held on the fourth (4th) Wednesday of each and every month, except if such a date is a legal holiday, the Board may designate an alternate date, which shall be in the fourth (4th) week of a month.  The secretary shall mail to each member in good standing, at the member’s last recorded address, a notice of the time and place of any meeting, (hereinafter referred as (“due notice”).

The presence of thirty (30) or more members in good standing at a membership meeting shall constitute a quorum.  A membership roll showing a list of the members in good standing shall be produced by the secretary at any meeting of the members upon the request therefor of any member who has given the secretary at least ten (10) days prior written notice of such a request.

Special meetings of the membership may be called by the President or by the Chairperson of the Board.  In addition, a special meeting may be called by members entitled to cast ten (10%) percent of the total number of votes entitled to be cast at such meeting, who may in writing, demand the call of a special meeting.  Any call of a special meeting shall specify the time and date thereof, which shall not be less than two (2) nor more than three (3) months from the date of such written demand.  The secretary, upon due notice to all members in good standing at the time of the mailing of such notice, shall further state the specific purpose for the special meeting and by whom the special meeting was called.  Notwithstanding the foregoing, the President may call a special meeting on such notice as may be deemed appropriate, in the event of an emergency.  No business other than that specified in the notice may be transacted at such a special meeting without the unanimous consent of all members therein attending.

ARTICLE SIX

VOTING

At all meetings, except as herein provided, all votes shall be by voice vote.  Only members in good standing as of the record date (the record date is fifty (50) days prior to the date of the meeting) shall be eligible to vote at any meeting.  Each eligible member shall be entitled to cast one (1) vote.

At any regular or special meeting, the President or any regular member may request that the votes be polled.  In the event that a vote is polled, whether in person or in private upon a ballot, the chairperson of the meeting, prior to the commencement of the voting, shall appoint an individual or a committee to act as an inspector or inspectors of the election, who shall at the conclusion of the voting certify in writing to the Chairperson the results of the voting.  Unless otherwise provided herein or by law, rule or regulation, any issue to item that is subject to a vote, shall be carried upon a majority of the votes cast, subject to the requirement of a quorum and proper notification pursuant to the provisions hereof.  Proxies for voting shall not be permitted.

ARTICLE SEVEN

ORDER OF BUSINESS

The order of business at all meetings of members shall be as follows:

1. salute to the flag

2. roll call of officers

3. reading of the minutes of the preceding meeting and reading of correspondence

4. reports of committees

5. reports of officers

6. old and unfinished business

7. new business

8. good & welfare/entertainment

9. adjournment

The Chairperson of the meeting shall have the discretion to vary the order of business and to dispense with protocol in the best interest of the organization.

ARTICLE EIGHT

DUES

The Board or the finance committee (if authorized by the Board) shall establish a schedule of dues and membership fees.  The amount of such dues and fees may be amended upon affirmative vote of the members.

ARTICLE NINE

DIRECTORS

(1) Management - The corporation shall be managed by the Board of Directors which shall consist of thirteen (13) directors.  The Board shall have nine (9) directors who are elected at annual meetings as hereinafter provided; the President, the treasurer and the Board of Directors, at its annual meeting in January each year, have the authority to add two (2)  ex-officio members of the Board for the ensuring year.  All members of the Board shall have full voting rights.  At any time, no more than four (4) officers may serve on the Board.  An elected director may only serve two (2) consecutive terms.

(2) Election and Term of Directors - Three (3) directors shall be elected at every annual meeting, to serve a three (3) year term (except that for the first two (2) years of the organization the terms of the initial directors shall be staggered).  The first report of the nominating committee shall be read at the October meeting.  At the October meeting, nominations may be received from the members directly.  The election of directors shall be conducted at the November meeting, with the term of office to commence at the next ensuing January meeting.  The nominating committee shall consist of three (3) members, one (1) appointed by the President; one (1) appointed by the Chairperson of the Board and one (1) appointed by the membership at the September meeting. 

(3) Number of Directors - The number of directors may only be decreased or increased by the vote of the members.

(4) Vacancies - A vacancy in the number of directors may be filled by the Board.  A newly appointed director shall serve until the next scheduled annual organizational meeting.  The elected director for a vacancy shall fill the unexpired term of his or her predecessor.

(5) Removal of Directors - A director may only be removed from office by the Board for good cause shown.  The membership shall have the authority to annul the removal of a director by the Board, provided a vote thereon is cast at the next regularly scheduled meeting of members.

(6) Quorum of Directors - Nine (9) directors shall constitute a quorum.  The affirmative vote of seven (7) directors shall be required to adopt any item or take any action by the Board.

(7) Time and Place of Meetings - The Board shall adopt its schedule of meetings at its annual organizational meeting.  Special meetings of the Board may be called by the President or the Chairperson of the Board.  Three (3) days prior written notice shall be required unless the President or the Chairperson of the Board shall certify in writing that an emergency exists, requiring less than three (3) days prior written notice.

(8) Committees - The Board shall determine from time to time, its committees, which committees shall consist of Board members.  There shall be the following permanent committees : membership and finance.

(9) A director may be removed from office upon a two-third’s (2/3rd) vote of the Board of Directors for unexcused absences, which shall be defined as absence from more than five (5) membership meetings for every six (6) month period and/or absence from more than two (2) Board meetings for every twelve (12) month period.

ARTICLE TEN

OFFICERS

1. Election of Officers - The following officers shall be elected at the annual meeting: President; 1st Vice-President; 2nd Vice-President; Treasurer; Recording Secretary; Corresponding Secretary; Parliamentarian; and Sergeant-At-Arms.  Officers shall be inducted into office at the organizational meeting and shall serve a term of one (1) year and may only serve two (2) consecutive terms in the same office.

2. Duties of Officers -  Officers shall have such duties and responsibilities as shall, from time to time, be authorized directly or by past practice by the Board.  The following officers shall have the defined duties herein set forth:

a.) President - The President shall be Chief Operating Officer of the Corporation, and shall preside at all meetings of members.  The President shall have general management authority (subject to direction by the Board) of the corporation and shall be responsible for effectuating and implementing all orders of the Board.

b.) Vice-President - During the absence of the President, the 1st Vice-President shall have all of the powers, duties and responsibilities of the President.  During the absence of the President and the 1st Vice-President, the 2nd Vice-President shall have all of the powers, duties and responsibilities of the President.

c.)Treasurer -  The Treasurer shall have the care and custody of all of the funds and securities of the corporation and shall deposit the same in the name of the corporation in such bank or trust company as shall be directed by the Board.  The Treasurer shall, when authorized by the Board, sign and execute all contracts in the name of the corporation when countersigned by the President; be responsible to exhibit the books and records of the corporation when requested by the finance committee or the Board; annually provide a written report to the finance committee and upon acceptance by the finance committee, provide a certified report to the Board.  The Treasurer and the President shall have absolute authority express and implied, to sign all checks, drafts, notes or orders for the payment of money for and ordinary and regular expense of the corporation, in the operation of the corporations affairs.

d.) Secretary - The Secretary shall keep the minutes of the meetings; have custody of the seal of the corporation and shall affix and attest to the execution of the corporate documents.  The Secretary shall attend to the giving of all notices required hereunder to be given and shall perform all duties incidental to the office.

3. An officer may be removed from office upon a two-thirds (2/3rd) vote of the Board of Directors for unexcused absences, which shall be defined as absence from more than five (5) membership and/or officer’s meetings for every six (6) month period and/or absence from more than two (2) Board meetings for every twelve (12) month period.

ARTICLE ELEVEN

AMENDMENTS

The foregoing by-laws may be amended or repealed by an affirmative two-thirds (2/3rd) vote of the membership at a regular or special meeting, provided that at the time of such amendment or repeal, due notice of any proposed amendment or repeal has been given at least fifteen (15) days prior to the meeting