Constitution and Bylaws of the Worcester County Republican Club

Constitution

Article I Name and Purpose
1. The name of this organization is the Worcester County Republican Club, Incorporated.

2. The purpose of this Club is to advocate and disseminate the principles of the Republican Party, and to work for the election of Republican candidates to public office.

Article II Membership
1. Eligibility - Enrolled members of the Republican Party who are entitled to vote in a precinct in Worcester County, or in any state senatorial or representative district which contains the name "Worcester" in its title, as such legislative districts may currently be defined by the laws of the Commonwealth, are eligible for full voting membership. Enrolled Republicans living outside said county or districts and having an interest in Worcester County politics are eligible for associate membership.

2. Classes of Membership - Upon application, a qualified Republican may be elected to membership after payment of annual dues and other assessments as provided in Club bylaws. Applicants not qualifying for full membership may be elected to associate membership. Associate members will have all the rights of full membership except the right to vote. Other classes of membership shall be as provided in Club bylaws.

3. Dues and Arrears - Dues and other assessments will be levied upon the Club membership as provided in the bylaws. At the first meeting in the calendar year of the Executive Board, the executive secretary will report the names of all members of each class who have not paid their dues. Members two (2) years in arrears will be notified that they have been suspended from membership and, if their dues are not paid within ninety (90) days after such notification, their names will be expunged from the membership rolls of the Club.

Article III Officers, Executive Board, and Committees
1. Officers - At its annual meeting the Club will elect a president, a vice president from each senatorial district, a vice president at-large, an executive secretary, an assistant secretary, a treasurer, and two at-large members of an Executive Board. Those elected will hold office for one (1) year from the first of the month following their election and until their successors take office.

The powers and responsibilities of the officers shall be those prescribed elsewhere in this Constitution, or in the Club bylaws.

2. Executive Board - The Executive Board shall consist of all officers of the Club and two at-large members.

3. Powers of the Executive Board - The Executive Board will exercise all the powers of the general membership between meetings thereof, and will take such executive actions from time to time as it may deem necessary for the interest of the Club and of the Republican Party. The Executive Board has full power to authorize expenditure of Club funds subject to limitations of law and of this Constitution. The Executive Board will hold title to all personal and real property of the Club, and hire and fire and set the remuneration of any paid staff member.

The Executive Board will, in the absence of the president, appoint a president pro tem to conduct the business of the meeting. The Executive Board has the power to confirm all appointments, either to committees or to fill vacancies. The Executive Board will from time to time establish dues and other assessments, will decide all matters concerning membership applications, and will elect qualified enrolled Republicans to membership.

The Executive Board may, by two-thirds (2/3) vote, (1) expunge the name of a member from the Club membership rolls for conduct unbecoming a member, or (2) for cause remove from office an officer or member of the Executive Board. When such action is properly before the Executive Board, the matter will be tabled until the next meeting, prior to which meeting seven (7) days' written notice of all charges will be mailed to members of the Executive Board and to the member or officer so charged. The member or officer charged will upon request be granted a hearing before the Executive Board.

The Executive Board will have such other powers as may be provided in the Club bylaws. However, the Executive Board will have no power to render the Club, or any member thereof, liable for any debt or expense beyond the amount of money which, at the time of contracting said debt, is available in the Club treasury and is not required for the discharge of previously contracted debts or liabilities.

4. Nominating Committee - Not less than two months prior to the date of the annual meeting, the president will appoint a voting member as chairman of the Nominating Committee. The chairman will, in turn, appoint four (4) additional voting members to the Nominating Committee. The Nominating Committee will meet and prepare a slate of nominees with at least one candidate for each position, and will submit same to the executive secretary not later than one (1) month before the date of the annual meeting. The executive secretary will cause copies of the slate of nominees to be enclosed with notification to the membership of the date, time, and place of the annual meeting. Further nominations may be made in a petition signed by at least ten (10) voting members of the Club. Such petition must be in the hands of the executive secretary or be postmarked at least ten (10) days prior to the annual meeting.

5. Other Committees - Other standing committees shall include the Bylaws Committee, the Finance Committee, and the Membership Committee. Other standing committees will be established as provided in Club bylaws. The president will appoint the chairman of each committee and may appoint the members of each committee except the Nominating Committee. The president shall be an ex officio member of all committees except the Nominating Committee.

6. Vacancies - Any vacancy on the Executive Board, in any office except that of the president, or on any committee except the Nominating Committee will be filled by appointment by the president for the balance of the unexpired term, subject to the approval of the Executive Board. In the event the office of president becomes vacant, a meeting of the general membership will be called to fill the vacancy. A vacancy on the Nominating Committee will be filled by the chairman of said committee.

Article IV Meetings
1. Frequency and Location - The Executive Board will meet at least once in each calendar quarter, and will meet at such other times as the president or the Executive Board deems necessary. A quorum of five (5) members of the Executive Board is required to transact business. A general membership meeting will be held at least once in each half of the calendar year, and such meetings will be held in all parts of Worcester County and Worcester legislative districts in order to promote greater participation of the membership in the activities of the Club.

2. Call of Meetings - The executive secretary will cause notice to be sent no later than seven (7) days prior to an Executive Board meeting and no later than fourteen (14) days prior to a general membership meeting to last known addresses. A meeting will be held at the call of the president or will be called by a written petition over the signature of five (5) or more members of the Executive Board or twenty (20) or more members of the Club. A signed copy of such petition will be filed with the executive secretary.

3. Annual Meeting and Election of Officers - All officers of the Club will be elected at the annual meeting on a date to be set in accordance with the provisions of the Club bylaws. Officers will take office on the first of the month next following their election.

4. Voting Procedure - Except as otherwise provided in the Constitution or bylaws of this Club, voting will be by a plurality of those members present and voting, a quorum being present and voting. A quorum of the Executive Board will be five (5) members thereof and of the general membership will be five percent (5%) of the membership in good standing. A secret ballot is required on any matter properly before the meeting if requested by three (3) members of the Executive Board, or by ten (10) members in a general membership meeting.

Article V Amendments and Effective Dates
1. Amendments to the Constitution - This Constitution may be amended by the affirmative vote of two-thirds (2/3) of the membership present and voting at the annual meeting or at a special meeting called for the purpose of amending the Constitution, provided that the proposed amendment or amendments have been properly before the Executive Board and that copies thereof have been submitted in writing to the general membership not less than fourteen (14) days prior to said meeting.

2. Amendments to the Bylaws - The Club bylaws may be amended at any regular meeting of the Executive Board by a two-thirds (2/3) affirmative vote of board members present and voting, a quorum being present and voting. Copies of all amendments to the bylaws will be included in the next regular mailing to the general membership.

3. Effective Date of these Instruments - The effective date of adoption of this Constitution and these bylaws shall be the first day of the month following the affirmative vote of the general membership upon recommendation by the Bylaws Committee and the Executive Board. These instruments are a recodification of, and amendments to, the Constitution and bylaws of the Club as previously adopted and last amended in 1965.

Bylaws

Chapter One Membership

A. Qualifications for Membership - Any enrolled Republican whose voting residence is either in Worcester County or in any precinct in a state senatorial district whose name includes "Worcester" is eligible to apply for full voting membership in the Club. In reviewing each application, the Executive Board will consider how long the applicant has been an enrolled Republican, how long the applicant has been active in Party affairs, and how likely said applicant is to contribute to the election of Republican candidates and to the advancement of Republican principles.

B. Dues and Other Assessments - Annual dues of the Club will be payable in January of each year for that calendar year as follows:

Class of Membership Annual Dues

Benefactor $200.00
Member, individual $ 25.00
Member, couple $ 35.00
Member, household $ 50.00
Elected Official $ 15.00
Associate Member (non-voting) $ 15.00
Application fees and other assessments may from time to time be established by the Executive Board.

Chapter Two Officers and Committees

A. Powers and Duties of Officers - The president shall be the chief executive of the Club. The president shall preside at all meetings of the Club and of the Executive Board. The president, in consultation with members of the Executive Board, may speak on behalf of and in the name of, the Club.

The regional vice-presidents shall be responsible for building and organizing the Club membership in their respective state senatorial districts.

The executive secretary shall be responsible for maintaining the records of the Club, including minutes of Club meetings and membership lists. The executive secretary shall be responsible for issuing notices of Club meetings, and shall issue such other communications as the president or the Executive Board may direct.

The assistant secretary shall assist the executive secretary. The assistant secretary shall, in the absence or incapacity of the executive secretary, or at the direction of the president, assume the duties of the executive secretary.

The treasurer shall be responsible for receiving, holding, and disbursing all Club funds. The treasurer shall be responsible for maintaining those records required by the Club Constitution, by Club bylaws, or by law. The treasurer shall be responsible for filing financial reports as required by law.

B. Standing Committees - The Finance Committee shall consist of the treasurer and four (4) other voting members. The Membership Committee shall consist of the executive secretary and four (4) other members.

C. Ad hoc Committees - Ad hoc committees may be established for special purposes by vote of the Executive Board. Such committees will report to the Executive Board at the next meeting following the completion of their task or, in any event, not later than the next annual meeting. Ad hoc committees may, by vote of the Executive Board, be established as standing committees.

Chapter Three Meetings

A. Annual Meeting - The annual meeting will be held in March of each year.

B. Place of Meeting - Executive Board meetings will be held in the offices of the Club or elsewhere as the board may decide. Meetings of the general membership will be held in all parts of the county and of the several legislative districts. When such meetings are held outside of Worcester County, the executive secretary will make every effort to notify Republican elected officials and other Republican organizations well in advance of the selected meeting date.

C. Parliamentary Procedures - The meetings of the Club will be governed by the General Laws of the Commonwealth, the Constitution and bylaws of the Club, and by Roberts Rules of Order, Revised.

Chapter Four Financial Affairs

A. Receipt and Deposit of Club Funds - The executive secretary will turn over to the treasurer all funds received for and on the account of the Club. The treasurer will receive and deposit all Club funds in accounts, which have been approved by the Executive Board. Such accounts shall require the signature of the president and the treasurer on all withdrawals. The treasurer shall keep detailed records of all receipts and expenditures.

B. Disbursements and Expenditures - The treasurer shall disburse monies as instructed by the Executive Board. The treasurer shall retain receipts for each disbursement. The treasurer and the executive secretary may make expenditures to limits authorized from time to time by the Executive Board.

C. Annual Audit - The fiscal year of the Club shall run from January 1st to December 31st. No fewer than thirty days before the end of the fiscal year, the Executive Board shall appoint an Audit Committee of one (1) chairman and two (2) members from among the voting members of the Club. The Audit Committee shall prepare an audit of the Club's books and accounts within thirty (30) days of the close of the fiscal year. The audit shall be presented to the Executive Board at its next meeting and to the membership at the next general meeting.