Mainstream Republicans of Washington BY LAWS

Adopted May 19, 1996
Revised and adopted May 23, 1999
Revised and adopted June 11, 2000
Revised and adopted February 14, 2002

Article I
Name

The name of this organization shall be Mainstream Republicans of Washington.

Article II
Objectives

The objectives of this organization shall be:

1. To provide an active and dynamic asset to the Washington State Republican Party;
2. To elect and maintain mainstream Republicans at all levels of elective office;
3. To promote a statement of general principles representing the visionary, responsive, tolerant, compassionate, fiscally conservative, and publicly accountable traditional Republicanism that has a long, rich history in this state;
4. To raise funds to support and to work for the election of mainstream Republican candidates;
5. to identify, understand, provide forums for and help resolve major issues facing the citizens of our state;
6. to encourage mainstream Republicans to participate in the precinct caucuses, precinct committee officer contests and conventions.

Article III
Members

Section 1. We welcome for membership all people who embrace mainstream Republican principles. Any person 18 years or older, registered to vote, is eligible for membership.

Section 2. The annual dues for individual membership shall be determined by the Board of Directors. Dues shall be payable on an annual basis as determined by the Board of Directors.

Section 3. Members shall be entitled to nominate and elect the Board of Directors..

Article IV
Election of Executive Officers and Board of Directors

Section 1. A nominating committee of three members shall be appointed by the Chair 60 days prior to the annual meeting. It shall be the duty of this committee to nominate candidates for Executive Officers and Board of Directors at the annual meeting.

Section 2. Officers of the organization shall be a Chair, a 1st Vice Chair, a 2nd Vice Chair, a Secretary and a Treasurer. Officers will serve for 2 years and may be re-elected.

Section 3. Directors shall be elected to serve two year staggered terms. There shall be no less than 10 members elected to the Board of Directors.

Section 4. Active participation is required of all Executive Officers and Board of Directors. If a member has three unexcused absences from Board meetings, the Board may name a replacement. An excused absence shall consist of (telephone) notification to the Chair prior to a scheduled meeting.

Article V Duties of Executive Officers

Section 1. The duties of the Chairman are:

1. To set meetings of the Board of Directors and preside at all meetings;
2. To appoint standing and special committee chairmen;
3. To act as spokesman for the organization;
4. To supervise staff;
5. To communicate with membership at large on a regular basis.

Section 2. The 1st Vice Chairman shall be responsible for raising funds to support the organization and political action committee. The 2nd Vice Chairman shall be chairman and coordinator for the annual meeting.

Section 3. The Treasurer shall be responsible for:

1. All monies donated to and raised by the organization;
2. Assuring timely compliance with legal requirements pertaining to the raising and disbursal of funds collected in the organization’s name including all public disclosure reporting requirements;
3. Preparing an annual financial statement for the previous calendar year for review by Audit Committee and presentation at the annual meeting.

Section 4. The Secretary shall be responsible for:

1. Compiling and disseminating accurate minutes of all meetings;
2. Providing meeting notices to the Board of Directors at least 10 days prior to scheduled meeting date;
3. Acting as Parliamentarian as required by the Chair;
4. Certifying any call for a Special Meeting.

Article VI
Duties of the Board of Directors

Section 1. The Board of Directors shall consist of 5 elected Executive Officers, immediate past Chairman, and elected Directors.

Section 2. Any individual member, current with payment of annual dues, is eligible to be elected to the Board of Directors.

Section 3. The Board of Directors shall have responsibility for the general supervision of the affairs of the organization to include setting policy and assuring fiscal health.

Section 4. Members of the Sponsoring Committee shall serve as non-voting members of the Board. Any member of the Sponsoring Committee may seek a position as an elected Board member. Each member of the Board of Directors is eligible to stand for election as an Executive Officer. The Board shall have the authority to appoint a replacement for any office or Board position. The Board shall be authorized to appoint additional Board members up to the designated limit.

Section 5. The Board of Directors shall have authority to retain an Executive Director who shall be responsible to the Chair.

Section 6. The Board of Directors shall have authority by a two-thirds vote of members present to endorse and contribute Mainstream PAC monies to Republican and/or non-partisan candidates and ballot propositions..

Article VII
Meetings

Section 1. There shall be an annual meeting (held in May). Members present at the annual meeting shall constitute a quorum. Each member shall have one vote.

Section 2. The annual meeting shall be for the purpose of electing officers and directors, receiving reports of officers and committees, and for any other business that may arise.

Notice of the recommendations of the Board of Directors shall be mailed with the meeting notice 30 days prior to the meeting. Voting by the membership shall be by voice vote. Any member, with the support of 3 other members, may request a secret ballot. The Chair may propose a standing or secret ballot at any time.

Section 3. Monthly Board of Directors’ meetings shall be held at a place and time determined by the Board of Directors provided that one monthly meeting (excluding the annual meeting) be held at a location east of the Cascade Mountains. No monthly meeting of the Board of Directors shall be required for the month of December. Members present at the monthly meeting shall constitute a quorum. Each member shall have one vote.

Section 4. Special meetings of the Board of Directors or the membership as a whole may be called by the Chair, a majority vote of the Board of Directors, or two-thirds vote of the membership. The purpose of the meeting shall be given in the call. At least 30 days’ notice shall be given. The Secretary shall certify the call. The members present at a special meeting shall constitute a quorum. Each member shall have one vote.

Article VIII
Committees

Section 1. The Chair shall appoint an Audit Committee consisting of 3 members of the Board of Directors. This committee shall annually audit the Treasurer’s accounts and transactions and provide an annual report to the Board of Directors.

Section 2. The Chair shall appoint a Nominating Committee as directed in Article IV.

Section 3. Standing or special committees shall be appointed by the Chair with the concurrence of the Board of Directors.

Section 4. The Chair shall be a voting member of all committees except the Nominating Committee and the Audit Committee.

Article IX
Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization. The Chair may appoint a Parliamentarian at any meeting.

Article X
Amendment of Bylaws

These by-laws may be amended at the annual meeting of the organization by majority vote, or by three-quarters vote of the Board of Directors; provided notification of the proposed amendment has been mailed to the Board by the Chair 30 days prior to the scheduled meeting.