Tuesday, April 2, 2013

Humboldt Republican Central Committee BY-LAWS

As Amended 4/2/2013

TABLE OF CONTENTS

ARTICLE 1: NAME
SEC. 1.01 NAME
SEC. 1.02 USE OF THE NAME
ARTICLE 2: PURPOSE AND OBJECTIVES

ARTICLE 3: MEMBERSHIP
SEC. 3.01 REGULAR MEMBERS
SEC. 3.02 EX-OFFICIO MEMBERS
SEC. 3.03 ALTERNATE MEMBERS
SEC. 3.04 ASSOCIATE MEMBERS
ARTICLE 4: OFFICERS
Sec. 4.01 OFFICERS DESIGNATED
SEC. 4.02 ELECTION OF OFFICERS
SEC. 4.03 REMOVAL OF OFFICERS
SEC. 4.04 VACANCIES IN OFFICE
ARTICLE 5: VACANCIES ON THE CENTRAL COMMITTEE
SEC. 5.01: VACANCIES
SEC. 5.02: METHOD OF FILLING VACANCIES ON THE CENTRAL COMMITTEE
SEC. 5.03: ABSENCES FROM MEETINGS
SEC. 5.04: AFFILIATION, REGISTRATION OR MEMBERSHIP IN ANOTHER POLITICAL PARTY
ARTICLE 6: DUTIES OF OFFICERS
SEC. 6.01: CHAIRMAN
SEC. 6.02: VICE CHAIRMEN
SEC. 6.03: SECRETARY
SEC. 6.04: TREASURER
ARTICLE 7: MEETINGS
SEC. 7.01: REGULAR MEETINGS
SEC. 7.02: SPECIAL MEETINGS
SEC. 7.03: QUORUM
SEC. 7.04: RESOLUTIONS
SEC. 7.05: PERSONNEL ACTIONS
ARTICLE 8: EXECUTIVE COMMITTEE

ARTICLE 9: FINANCIAL RESPONSIBILITY

ARTICLE 10: GENERAL COUNSEL

ARTICLE 11: PARLIAMENTARIAN

ARTICLE 12: RULES OF ORDER

ARTICLE 13: AMENDING BY-LAWS

ARTICLE 14: PROXY VOTING – Deleted

ARTICLE 15: COMMITTEES

ARTICLE 16: ORGANIZATIONAL MATTERS
SEC. 16.01: TERM COMMENCEMENT
SEC. 16.02: DATE OF ORGANIZATIONAL MEETING
SEC. 16.03: LOCATION OF ORGANIZATIONAL MEETING
SEC. 16.04: ACTIONS TO BE TAKEN AT ORGANIZATIONAL MEETING
ARTICLE 17: OATHS OF OFFICE

ARTICLE 18: ENDORSEMENTS
SEC. 18.01: Endorsements Prohibited
SEC. 18.02: Endorsements Allowed
SEC. 18.03: Endorsements by Members
SEC. 18.04: Club Endorsements
ARTICLE 1: NAME
SEC. 1.01 NAME: This organization shall be know as the HUMBOLDT COUNTY REPUBLICAN CENTRAL COMMITTEE, also known as the HUMBOLDT COUNTY REPUBLICAN PARTY, hereinafter referred to as the Central Committee, and shall act in conformity with the Election Code of the State of California.

SEC. 1.02 USE OF THE NAME: No member shall commit any act or take any action on behalf of, or in the name of, the Central Committee unless authorized by the Executive Committee, the Central Committee, or these By-Laws.
ARTICLE 2: PURPOSE AND OBJECTIVES
SEC. 2.01: The Central Committee shall do everything it considers necessary and desirable:

a. To elect Republican candidates;

b. To make known the official position, platforms, and policies of the Republican Party upon county, state and national issues;

c. To strengthen the Republican Party in every way, with particular emphasis on the creation and maintenance of an official and permanent grassroots political organization throughout Humboldt County;

d. To encourage participation of and cooperation with all officially recognized volunteer Republican organizations in Humboldt County; and,

e. To perform such other activities, duties and services for the Republican Party as seem to be for the benefit and best interests of the Republican Party.
ARTICLE 3: MEMBERSHIP

SEC. 3.01 REGULAR MEMBERS: Regular members of the Central Committee shall be all persons elected in accordance with the California Elections Code (E.C. 7420) and all persons appointed by the Central Committee to fill vacancies as provided herein (E.C. 7409, 7410).

SEC. 3.02 EX-OFFICIO MEMBERS: Ex-Officio members of the Central Committee shall be as provided in the Election Code (E.C. 7404, 7405). They shall be defined as those persons who received the Republican nomination as candidates for the Assembly, the California Senate, or the United States House of Representatives, provided that their respective districts include some portion of Humboldt County. Republican nominees and incumbents for all other partisan offices shall also be Ex-officio members if they reside in Humboldt County. Ex-officio members shall have all the rights, privileges and responsibilities of Regular Members except holding an office.

SEC. 3.03 ALTERNATE MEMBERS: Each of the regular and ex-officio members of the Central Committee may designate in writing the name of a person as an alternate member, who must meet the same qualifications as the sponsoring member, subject to the approval of the Central Committee. The designation shall be continuing unless revoked in writing by the sponsoring member.
• An alternate member may vote in the absence of the sponsoring member at any meeting of the Central Committee.

• No regular member or ex-officio member shall act as an alternate member.

• An alternate member shall be subject to the rules and regulations of the Central Committee.

• No alternate member may serve as an alternate for more than one member at a time.

• An alternate member shall be eligible for appointment to and full participation in the proceeding of all Standing and Special Committees.

• An alternate member shall have all rights and privileges of regular members except to hold an office on the Central Committee and the right to vote unless acting under the provision of paragraph Sec. 3.03 of this Article.
SEC. 3.04 ASSOCIATE MEMBERS: Regular or ex-officio members of the Central Committee may appoint associate members.
a. Associate members must be registered Republicans and reside in Humboldt County.

b. Associate members shall be eligible for appointment to and full participation in the proceedings of all Standing and Special Committees.

c. Associate members shall have all the rights and privileges of regular members except the right to vote in meetings of the Central Committee and to hold an office on the Central Committee.
SEC. 3.05 YOUTH ASSOCIATE MEMBERS: Regular or ex-officio members of the Central Committee may appoint Youth Associate Members.
• Youth Associate members must reside in Humboldt County, be under eighteen years old, and must have indicated an intention to affiliate with the Republican Party upon reaching voting age.
ARTICLE 4: OFFICERS

Sec. 4.01 OFFICERS DESIGNATED: The officers of the Central Committee shall be: a Chairman, a First Vice Chairman, a Second Vice Chairman, a Secretary, a Treasurer, and the Immediate Past Chairman. These officers shall perform the duties prescribed by these by-laws and by the parliamentary authority adopted by the Central Committee and shall be elected in the manner set forth herein. Though officers are not required to be a member it is expected that all officers are regular members.

SEC. 4.02 ELECTION OF OFFICERS:
• The election of officers shall be conducted by a secret ballot.

• Each officer so elected shall serve a term of two years after his/her election or until he/she shall resign, be removed, or be otherwise disqualified.

• Regular and ex-officio members, or their alternates duly appointed pursuant to Sec. 3.03 of Article 3 of these By-Laws, shall constitute voting membership at the organizational meeting.
SEC. 4.03 REMOVAL OF OFFICERS:
• Any officer may be removed for cause by a vote of the majority of all voting members of the Central Committee, written/fax/or email notice by any voting member of such intent having been mailed/faxed/emailed to all voting members not less than 10 days prior to the date of the meeting where the motion to remove shall be made. Such motion may be made at any regular or special meeting of membership.

• Any officer who files for election to partisan remunerative public office shall be deemed to have resigned his/her office.

• Any officer who takes remuneration from any political campaign shall be deemed to have resigned his/her office.
SEC. 4.04 VACANCIES IN OFFICE: In the event of a vacancy in any elected office, written notice of a special election shall be given to all voting members not less than ten days prior to the date of the special election. Nominations to fill the vacancy shall be presented at a meeting of the Central Committee, and a vote by roll call, voice vote shall be taken to elect a person to fill such vacancy. If such election creates a subsequent vacancy, the subsequent vacancy may be filled at that same meeting.

ARTICLE 5: VACANCIES ON THE CENTRAL COMMITTEE

SEC. 5.01: VACANCIES: A vacancy on the Central Committee shall exist when a regular member dies, resigns, becomes permanently incapacitated to act, moves from the county, or from the supervisorial district in which he/she resided at the time of his/her election to the Central Committee, ceases to be a member of the Republican Party, or is otherwise removed from office or fails to meet the qualifications as required under the statues of the State of California or under these By-Laws.

SEC. 5.02: METHOD OF FILLING VACANCIES ON THE CENTRAL COMMITTEE: A vacant seat may be filled by a secret ballot election at any regular meeting, provided the chairman has declared the vacancy either at the prior regular meeting or by written notice sent by e-mail or regular mail at least ten days prior to the election meeting. Any regular member from the affected district may make a nomination. If the district is entirely vacant any ex officio member may make a nomination.

If the election is uncontested and there is no objection stated, balloting may be waived and the single candidate elected by acclamation; otherwise the first candidate to receive the votes of a majority of the present members eligible to vote shall be elected. If no candidate receives the votes of a majority of the present members eligible to vote, the seat shall remain vacant. (Section 5.02, as amended Sept 1, 2011)

SEC. 5.03: ABSENCES FROM MEETINGS: Pursuant to California Elections Code Section 7411, any regular member who is absent without excuse from four regular (general) meetings within a twelve-month period is deemed to have resigned, and a vacancy shall be declared, to be filled at the next regular meeting. After the roll call of each meeting, the Secretary shall read and include in the recording of the minutes, the names of any regular member who has, thus far, missed three meetings without excuse. Mailing of a copy of these minutes in accordance with these by-laws, along with a formal letter, shall serve as notification to the member that one additional unexcused absence shall constitute removal resignation from office. Notice is assumed to have been received upon the mailing of said notification. Any absence shall be deemed to be unexcused unless a written or Email statement shall be received by the Secretary not more than ten days following the absence, indicating the cause of the absence. Absences shall be excused in accordance with Section 7411 of the California Elections Code.

SEC. 5.04: AFFILIATION, REGISTRATION OR MEMBERSHIP IN ANOTHER POLITICAL PARTY: Section 7413 of the California Elections Code provides that the Central Committee may remove any member, other than an ex-officio member, who during his term of office, affiliates with, or registers as a member of another political party, or who gives support or avows preference for a candidate of another political party or a candidate who is opposed to the candidate nominated by the Republican Party.

ARTICLE 6: DUTIES OF OFFICERS

SEC. 6.01: CHAIRMAN: The Chairman shall be the chief executive officer of the Central Committee and shall have general supervision and direction and control of the business and officers of the Central Committee. The Chairman shall be the chief spokesman for the Republican Party in Humboldt County. The Chairman shall preside at all regular and special meetings of the Central Committee, shall be an ex-officio member of all standing and special committees, and shall have such other powers and duties as may be prescribed by the Central Committee. The Chairman shall be responsible for providing a current copy of the by-laws to every member of the Central Committee. The Chairman shall be responsible for the preparation and distribution of the proposed notice and agenda for all regular and special meetings.

SEC. 6.02: VICE CHAIRMEN: In the absence of the Chairman, the First Vice Chairman, or in his/her absence, the Second Vice Chairman, shall perform all the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The First Vice Chairman and Second Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed by the Chairman and/or the Central Committee.

SEC. 6.03: SECRETARY:
• The Secretary shall record the minutes of all regular, special and Executive Committee meetings of the Central Committee and shall include a copy thereof with the written/fax/or email notices of meetings of the Central Committee as proved in Article 7 of these by-laws.

• The Secretary shall keep proper records of the proceedings of the Central Committee including filing a copy of all regular, special and Executive Committee meeting minutes and meeting notices in the file at Central Committee Headquarters.

• The Secretary shall take a written and audible roll call at all regular meetings of the Central Committee in accordance with the requirements of Sec. 5.03 of these by-laws.

• The Secretary shall have such other powers and duties as may be prescribed by the Chairman or the Central Committee.
SEC. 6.04: TREASURER:
• The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate, accurate, and timely accounts of the properties and financial transactions of the Central Committee, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of accounts shall, at all reasonable times and places, be open to inspection by any member of the Central Committee.

• The Treasurer shall present monthly financial operating statements to the members setting forth income and disbursements for the previous month.

• The Treasurer shall surrender the books and accounts to the Central Committee for the purpose of an audit at any time the Central Committee deems an audit desirable.

• The Treasurer shall have such other powers and duties as prescribed by the Central Committee
ARTICLE 7: MEETINGS

SEC. 7.01: REGULAR MEETINGS: Unless otherwise ordered by the Central Committee, regular meetings of the Central Committee shall be held monthly; the date, time and place to be established by the Central Committee. The Secretary shall notify the members of all meetings. Such notices shall be given by mail/fax/or email; postmarked not less than five days prior to such meeting. Notice of meetings shall specify place, date and hour. Secretary shall also post a meeting notice at the headquarters and/or HRCC website 72 hours prior to the planned meeting.

SEC. 7.02: SPECIAL MEETINGS: Special meetings of the Central Committee may be called by the Chairman of the Central Committee, by a majority vote of the Executive Committee, or by a majority vote of the voting members of the Central Committee, or by a written request signed by a majority of the Regular Members. In the event a special meeting is called, the voting members of the Central Committee shall be given email or written notice by the Secretary of such meeting, mailed no less than five days prior to the date of such special meeting.

SEC. 7.03: QUORUM: A quorum of the Central Committee shall consist of a majority of the voting members of the Central Committee. A quorum, once established, shall remain in effect for the complete duration of that meeting.
• The voting members shall include: the elected officers, all regular members, or their alternates.
SEC. 7.04: RESOLUTIONS: Any regular, ex-officio, alternate or associate member of the Central Committee may sponsor a resolution for the Central Committee’s approval, subject to the following requirements:
• A resolution can be introduced only during the “New Business” portion of a meeting for a “first reading”.

• A resolution cannot be voted upon unless first read aloud at the preceding meeting of the Central Committee; except said resolution may be voted upon with the consent of two-thirds of those members present and voting in the affirmative to “waive the first reading’.

• The sponsor of a resolution must provide the text of the resolution to be included with the mailing of the minutes of the meeting at which it was first read. If the resolution’s length requires extra postage for the mailing of the minutes, the Executive Committee may require the sponsor of the resolution to pay for the additional postage before the resolution can be voted upon by the Central Committee.

• Voting on said resolution may be made by roll call or voice vote.
SEC. 7.05: PERSONNEL ACTIONS: Any voting member of the Central Committee may propose the discussion of a personnel action concerning another member subject to the following requirements:
• Accusations, by name, against members of the Central Committee may not be made in open session. Actions of this nature will be declared out of order.

• A personnel matter can only be introduced for discussion during the new business portion of a general meeting in the format of a motion for an executive session to discuss a personnel issue.
ARTICLE 8: EXECUTIVE COMMITTEE

SEC. 8.01: The Executive Committee shall consist of the Chairman, First Vice Chairman, Second Vice Chairman, Secretary, Treasurer, the Immediate Past Chairman, and the chairman or co-chairman of each district, or in his or her absence the Vice-Chairman of the district. The Committee shall meet at the call of the Chairman, or a majority of the Executive Committee. Each district’s Chairman and Vice-Chairman shall be elected by the voting Members of the district.

SEC. 8.02: The Executive Committee shall act on behalf of the Central Committee between meetings. The Executive Committee shall not financially obligate the Central Committee without prior approval of the Central Committee unless provided for in the budget as approved by the Central Committee.

SEC. 8.03: The Treasurer shall send a budget for the year’s expected income and expenses at least five days prior to the February or March meeting to all members of the HRCC for review. If the Executive Committee approves the budget, it will submit it to the HRCC on the same date for discussion and approval. All non-budgeted items and line-item-transfers shall be returned to the Central Committee for consideration prior to the expense being authorized.

SEC. 8.04: A quorum of the Executive Committee shall consist of a majority of the entire Executive Committee.

ARTICLE 9: FINANCIAL RESPONSIBILITY

SEC. 9:01 Expenditures or liabilities undertaken by individuals, committee or other organizations shall be the sole responsibility of said individuals, committees or other organizations unless approval or authorization of the Central Committee has been obtained for such expenditures or liabilities.

ARTICLE 10: GENERAL COUNSEL

SEC. 10.01: The Chairman may appoint an attorney who shall be the general counsel of the Central Committee, who shall serve as an ex-officio non-voting member of all standing and special committees and of the Executive Committee. Such counsel shall be the legal advisor and legal representative of the Central Committee. In all instances, said attorney shall serve in an advisory capacity only and shall serve without compensation. The General Counsel may also serve as an elected officer of the Central Committee.

ARTICLE 11: PARLIAMENTARIAN

SEC. 11.01: The Chairman may appoint a Parliamentarian, with the approval of the Executive Committee, who shall serve as an ex-officio associate member of all standing and special committees as specified under SEC. 3.04 and of on the Executive Committee. The Parliamentarian shall:
• Give advice on parliamentary procedures when called upon by the Chairman.

• Assist volunteers clubs with parliamentary procedures and By-Laws when requested.

• Perform such other duties as may be assigned by the Chairman or the Executive Committee.
ARTICLE 12: RULES OF ORDER

SEC. 12.01: Robert’s Rules of Order Newly Revised 11th Edition and the statutes of the State of California shall determine any question of procedure or order for the conduct of meetings of the Central Committee or any of its committees, where such question is not covered by these By-Laws.

ARTICLE 13: AMENDING BY-LAWS

SEC. 13.01: These By-Laws may be amended by a two-thirds vote at any regular meeting of the Central Committee provided that the proposed amendment has been presented in writing at the previous regular meeting.

SEC. 13.02: A copy of the latest amended By-Laws shall be provided to each member of the Central Committee.

ARTICLE 14: (DELETED)

(Article 14 has been deleted.)

ARTICLE 15: COMMITTEES

SEC. 15.01: Committees, standing or special, shall be established by the Central Committee. Unless otherwise directed by the Central Committee or these By-Laws, the Chairman shall appoint all committees, standing or special, and shall designate a chairman of each committee to serve at the pleasure of the Chairman, unless otherwise directed by the Central Committee.

ARTICLE 16: ORGANIZATIONAL MATTERS

SEC. 16.01: TERM COMMENCEMENT: The terms of members who are elected in a primary election shall commence on the date the Central Committee holds its organizational meeting, as set by Sec. 16.02.

SEC. 16.02: DATE OF ORGANIZATIONAL MEETING: Pursuant to California Elections Code 7441, the Central Committee shall meet and hold an organizational meeting in either December or January following the November election.

SEC. 16.03: LOCATION OF ORGANIZATIONAL MEETING: The organizational meeting shall be held at a location in the County specified by written/fax/or email notice sent by the outgoing Chairman at least twenty (20) days prior to the date of the organizational meeting. Should the outgoing Chairman fail to provide written notice of the location of the organizational meeting at least twenty (20) days prior to the date thereof, a majority of the members of the Central Committee may establish the location of the organizational meeting by written/fax/or email notice sent at least ten (10) days prior to the date of the organizational meeting. If neither the outgoing Chairman, nor a majority of the members sets the location of the organizational meeting within the time periods prescribed above, the organizational meeting may thereafter be called upon ten (10) days prior written/fax/or email notice by a majority of the members of the Central Committee.

For the purpose of receiving and giving the notices specified in this Section, the term “members” shall consist of those persons who were elected or became Ex-Officio members by virtue of nomination as partisan candidates in the preceding primary election and whose terms commence at the organizational meeting; provided, however, that the terms of Ex-Officio Members shall run from certification of their nomination until certification of the nomination of a new candidate at a subsequent primary election.

SEC. 16.04: ACTIONS TO BE TAKEN AT ORGANIZATIONAL MEETING: The following actions shall be taken at the organizational meeting:
• The outgoing Chairman shall call the meeting to order and appoint a Temporary Secretary.

• All members elected in the preceding primary election who are present at the organizational meeting shall take and subscribe to the oath or affirmation provided for in Sec. 7408 of the California Elections Code.

• The outgoing Chairman shall call for nominations for a Temporary Chairman. The election of the Temporary Chairman shall be conducted by a roll call vote of the voting members or duly appointed alternates of the Central Committee. The first nominee to receive a majority vote of those members present and voting shall be elected to the office of Temporary Chairman. A nominee for Temporary Chairman may or may not be a member of the Central Committee.

• The Temporary Chairman shall appoint a Secretary and serve until By-Laws are adopted and all new officers are elected, said elections being conducted as per SEC 4.02(a).

• The Central Committee shall adopt existing By-Laws that shall govern the affairs of the Committee until the next organizational meeting of the Committee.

• The Central Committee shall elect a Chairman, Secretary, Treasurer and such other officers as provided for in the By-Laws adopted by the Committee at the organizational meeting.

• If any member requests review/amendments to the By-Laws the Chairman shall appoint an ad hoc By-Laws committee at the January meeting to conduct a review, listen to any member proposals, and present its recommendations to the HRCC at the February or March meeting.
ARTICLE 17: OATHS OF OFFICE

SEC. 17:01: Any member or alternate member of the Central Committee must take an oath of office before assuming their duties as a member or alternate (Elections Code 7408).

SEC. 17.02: The oath of office may be administered by a representative of the County Registrar of Voters, a Notary Public, or the Chairman or a Vice Chairman of the Central Committee, provided that the Chairman or Vice Chairman administering the oath has already taken their oath of office.

ARTICLE 18: ENDORSEMENTS

SEC. 1801a 18.01: Endorsements Prohibited: The Humboldt County Republican Central Committee shall not endorse, support or oppose any candidate for the Republican nomination in a contested election for partisan elective office at a direct primary election, except as specified by the By-Laws of the California Republican Party with respect to a special election for nomination or election to a partisan elective office.

SEC. 1801b 18.02: Endorsements Allowed: The Humboldt County Republican Central Committee may endorse the Republican candidate in a non-partisan election when there is only one Republican candidate in the race and that candidate has requested the endorsement and received at least two-thirds vote of those members present and voting.

SEC. 18.03: Endorsements by Members: Regular, alternate and associate members of the Central Committee may endorse by name any Republican candidate of their choosing in any contested primary election. However, such endorsement shall not include their title as member, alternate member, or associate member of the Central Committee. The Central Committee may remove, censure, or reprove any member, alternate, or associate member who, during his/her term of membership, publicly advocates that the voter should not vote for the nominee of the Party for any office, or who gives support to or avows a preference for any publicly announced candidate of a party other than the Republican party or for a candidate for a partisan office who is opposed to a candidate nominated by the Republican Party.

SEC. 18.04: Club Endorsements. Endorsements by volunteer clubs chartered by the Humboldt County Republican Party shall be defined by each individual club’s by-laws. The Central Committee may suspend or revoke the charter of any organization that endorses or supports any person other than a registered Republican for partisan elective office, publicly advocates that the voters should not vote for the nominee of the party of any office, or gives support to or avows a preference for any publicly announced candidate of a party other than the Republican Party or for a candidate for a partisan office who is opposed to a candidate nominated by the Republican Party.

ADOPTED:

SIGNED: Todd Walker, President

HUMBOLDT COUNTY REPUBLICAN CENTRAL COMMITTEE Signed by-Laws 2013



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