IRWC Bylaws

Revised August 2014

Voted and Approved September 8, 2014

ARTICLE I NAME

The name of this organization shall be: Irving Republican Women’s Club (IRWC)

The address of this organization shall be that of the incumbent president or a designated club PO Box.

ARTICLE II OBJECTIVES

The objectives of this organization shall be:
–To work for the election of the Republican Party’s nominees.
–To promote an informed electorate through political education.
–To increase the effectiveness of women in the cause of good government through active political participation.
–To facilitate cooperation among local Republican women’s clubs.
–To foster loyalty to the Republican Party and to promote its principles and candidates in all elections including non-partisan elections.

ARTICLE III POLICY

Section 1. Organization Membership: This organization and its members shall be members of the Texas Federation of Republican Women and the National Federation of Republican Women, shall support their objectives and policies, and shall pay per capita dues and the annual service charges to said organizations.

Section 2. Candidate Endorsement: This organization, its president, and its campaign activities chairman shall not publicly endorse any candidate for public office in contested Republican primaries, runoff elections, and special elections, and/or non-partisan elections when more than one Republican is in the race. Individual members of this organization, with the exception of the President and Campaign Activities Chairman, may work for any candidate of their choice in contested Republican primaries but not in the name of the organization.

Section 3. Candidate Endorsement Exemption: This article pertains only to contests between Republican candidates for public office. An officer of this organization who is a candidate, or whose husband, or another family member, is a candidate shall be exempt from this rule, but may not endorse in the name of the organization.

Section 4. Controversial Issues: This organization and its officers shall not issue statements or pass resolutions on controversial issues in the name of the organization without first polling its members and obtaining a two-thirds (2/3) written vote of approval of the total membership.

Section 5. Lobbying: There shall be no lobbying with Legislators using the name of the Texas Federation of Republican Women by any federated local club or any individual member without the express permission of the Board of Directors of the Texas Federation of Republican Women.

Section 6. Fiscal Year: The fiscal year of this organization shall be from January 1 through December 31.

ARTICLE IV MEMBERSHIP

Section 1. Eligibility

  1. Any woman believing in the philosophy of the Republican Party and in the objectives of this organization shall be eligible for membership. [A local club shall not require that eligibility be based on sponsorship or election.]
  2. She shall be a registered voter.

C.A new, full member is eligible to vote 30 days after paying membership dues.

Section 2. Classification of Membership

A. Active– any woman who believes in the philosophy of the Republican Party and the core principlesof the local club and who pays the required annual dues is classified as an active member. An active member may be counted in only one local club for the purpose of delegate representation to Federation State and National Conventions, and this will be the only local unit in which she may hold office. Her dues and name shall be submitted to the Texas Federation of Republican Women from her primary local unit only.

B. Active/Supporting– any woman who believes in the philosophy of the Republican Party and the objectives of the local club and who pays the required annual dues but who is unable to participate fully as does an Active Member, is classified as an Active/Supporting member. Her name, address, and telephone number shall be furnished to the Texas Federation of Republican Women headquarters, and her per capita dues to the Texas Federation of Republican Women and the National Federation of Republican Women shall be paid. She shall enjoy all the privileges of an active member.

C. Associate– A Republican woman who is a regular member of a federated local club and who wishes to support Irving Republican Women’s Club may be eligible for Associate membership upon payment of required dues to said local club. She cannot hold office, vote or be counted for the purpose of determining the number of delegates to National or State Federation meetings or convention. As an Associate member she does not become a member of the State or National Federation.

D. Associate Men– Republican men are eligible for Associate membership upon payment of the required annual dues per annum. They cannot hold office, have a voice or vote, or be counted for the purpose of determining the number of delegates to national or state federation meetings or conventions. They do not become members of the State or the National Federation.

E. Young Affiliate– A Young Affiliate is a young teenage woman, age thirteen through seventeen or a full time high school or college student who wishes to be affiliated with a local Republican women’s club by paying the required annual dues of per annum. A Young Affiliate may not be listed on the roster to the Texas Federation of Republican Women from the subsequent local club, cannot be counted for purposes of determining the number of delegates to the Texas Federation of Republican Women or the National Federation of Republican Women meetings or conventions, and shall have no vote at local club meetings. Her name and dues will not be sent to the Texas Federation of Republican Women Headquarters by the subsequent local club. Irving Republican Womens Club will welcome Young Affiliates ideas and participation in meetings but they will not be allowed to vote.      

 Section 3 Local Club Primary Membership

  1. A woman who is a member of more than one local club identifies one club as her primary membership and is registered as such with TFRW & NFRW. This primary membership designation is used for delegate representation at conventions; and only the primary local club shall submit her name and dues to TFRW. The primary local club is the only local club in which she may hold office.
  2. Membership in additional local clubs is as a non-voting (Associate) member.

Section 4. Convention Delegates

  1. This organization may be represented at the TFRW State Convention, in the fall of odd-numbered years, by one delegate and one alternate for each ten (10) members or major fraction thereof.
  2. Delegates and alternates to the State Convention shall be elected no later than the IRWC’s June meeting.
  3. IRWC may be represented at the NFRW Convention by one delegate and one alternate. They shall be elected no later than the IRWC’s June meeting.

Section 5. Expulsion of a local club member

  1. member who does not support the core principles of IRWC or is divisive in achieving the organization’sgoals, may be removed from membership by a two-thirds (2/3) vote of the organization’s Executive Board.

Section 6.Procedure for expulsion of a club member

  1. Following the approval of the Executive Board, a verbal warning explaining the infraction and consequences thereof is given to the member by the Irving Republican Women’s Club President. This verbal warning shall be given in the presence of one other Executive Board member.
  2. Should the infraction continue, thirty (30) days after the verbal warning, the IRWC President shall issue a written warning to the member via certified mail. The written notice shall serve as explanation of the allegation against the member, and notify the member of her right to appear before the IRWC Board of Directors at a specific place and time to respond to the complaint or allegation. The notice will also give the member the opportunity to resign her membership in lieu of any further action by the IRWC Board of Directors.
  3. A two-thirds (2/3) vote of the IRWC Board of Directorsis required to expel the member from the organization. Notice will then be sent to the member along with the return of the organization’s portion of her paid dues for the current year.

ARTICLE V DUES

Section 1.Annual Dues shall be set by the IRWCExecutive Board.

Section 2.IRWC’s fiscal year is January 1st to December 31st. Dues shall be payable on or before January 1 for the coming year; the earliest may be submitted to the Membership Chair is October of the previous club year

 Section 3.This organization shall pay the annual service charges required by the Texas Federation of Republican Women and the National Federation of Republican Women and submit names and addresses of club officers and members with payment. The TFRW and NFRW portion of the dues shall be submitted to TFRW in December to be effective on January 1st. Membership dues received after January 1st are submitted monthly. TFRW considers IRWC portion of dues not paid by March 1st as delinquent.

Section 4.This organization shall pay the annual per capita dues for its active members to the TFRW and NFRW. Associate member’s annual dues are solely for support of the local club.

Section 5.The annual dues of the elected officers and chairmen must be paid prior to January 1st of the year they take their position as officer or chair.

ARTICLE VI OFFICERS AND THEIR DUTIES

Section 1. Elected Officers

  1. The officers of IRWC shall be President, 1st Vice President of Programs, Secretary, PAC Treasurer, Vice President Communications, Vice President Membershipand Vice President of Technology. 
  2. These elected offices will constitute the Executive Board.
  3. Each member of the Executive Board shall adhere to the Duty of Confidentiality. 

 Section 2. Duties of Officers:

  1. The President shall preside at all meetings of the organization and the Executive Board, shall appoint chairmen of all standing and special committees except those elected by the membership and shall appoint a parliamentarian, and shall serve ex officio as a member of all committees except the Nominating Committee, and shall have general supervision of the work of the organization. The President may, in the event of a Bylaws change, appoint certain officers to fill positions that were not considered by the Nominating Committee. The appointed officers will serve for the usual term of office.
  2. The 1st Vice President Programs shall be responsible for speakers and programs for the club and shallperform the duties of the President whenever the President is absent or otherwise unable to serve, unless an alternate Vice President has been appointed by the President to serve in her stead. She shall perform such other duties as the President may designate.
  3. The Secretary shall keep a factual and unbiased record of the proceedings of all meetings of the organization and the Executive Board, shall prepare the correspondence of the IRWC shall have custody of all records pertinent thereto.
  4. The PAC Treasurer shall receive and be Custodian of all funds of the organization
    and shall pay all bills upon authorization by the President. She shall keep an account of all monies received and disbursed and shall give a report at each regular meeting of the organization to the membership. She shall be registered with the Texas Ethics Commission and submit all reports required by the Texas Ethics Commission in a timely manner. All records must be submitted at the end of the year for review or audit.
  5. The Vice President Membership shall be responsible for building membership by contacting potential members by mail, email, or in person. A membership recruiting tea or special event may be planned for some time during the year at the Vice President’s discretions and at the President’s direction. Membership shall keep accurate records of all members, including names, email and physical addresses, phone numbers, birthdays and special interests/abilities. She shall provide monthly updated member lists to Executive Board.
  6. The Vice President Communications shall endeavor to reach all members for each meeting by either email or U.S. postal mail. This Vice President shall also cause notices to be placed with the Dallas County Republican Headquarters Calendar and send notices to the local news media announcing meetings and speakers, if any and shall also perform any duties at the President’s direction.
  7. The Vice President of Technology shall endeavor to keep the website, Twitter and Facebook committee members updated on any IRWC, TFRW and NFRW changes that need to be sent out via social media. This Vice President will from time to time present short educational presentations to the membership on various technological items and give a monthly update on our social media standing. This Vice President shall also perform any duties at the President’s direction.

Section 3. Term of Office: The term of office for officers and chairmen shall be from January 1 through December 31 for a period of two (2) years, or until their successors are elected, following their election or appointment, and no officer or chairman may serve in the same position for more than two (2) consecutive terms with the exception of the PAC Treasurer and Vice President of Technology.

Section 4. Delivery of Records: All officers and all committee chairmen shall deliver all records, files and properties of the club to the President elect before December 31 of the year in which they are retiring from office unless otherwise directed by the President.

ARTICLE VII – BOARD OF DIRECTORS

Section 1. The Executive Board 

A. Members– The Executive Board shall consist of the elected officers.

B. Meetings– they shall meet a minimum of five (5) times a year and a quorum is required to conduct any business.

C. Quorum– A quorum of the Executive Board shall be a majority of its members.

D. Voting– No member may hold more than one vote; proxy voting is not allowed.

E. Responsibility– Overall responsibility for management of the organization resides with the Executive Board and it shall have the authority to act in the event of an emergency.

  1. Any contract negotiation and execution by the president requires prior approval by the Executive Board.

G. Distribution of Funds – All decisions relative to the distribution of funds shall be approved by the Executive Board. The President has authority to approve any disbursements under $100.

H. Appointments– The Executive Board shall approve all appointments recommended by the President.

Section 2. The Board of Directors

A. Members– The Board of Directors (BOD) shall consist of all elected officers, the immediate past president – if she’s a member in good standing – and the Chairman of Standing Committees; except the nominating committee.

B. Meetings– The BOD shall hold a minimum of one (1) meeting annually.

C. Quorum– A Quorum of the BOD shall be a majority of the members.

D. Voting– No member may hold more than one vote; proxy voting is not allowed.

E. Appointments– The President shall fill vacancies on the BOD that occur between elections.

  1. Each member of the BOD shall adhere to the Duty of Confidentiality.

 Section 3. Attendance

  1. Each elected officer shall berequired to attend all Executive Board meetings during her tenure.  Two unexcused absences from meetings of the Executive Board in any one calendar year may result in expulsion from the Executive Board. An excused absence may be granted only by the President.
  2. All Officers and Standing Committee Chairmen are expected to attend the BOD meetings. In the Chairman’s absence, one of their Committee members may represent the committee and present the committee report.
  3. Special Committee Chairmen should attend Executive Board meetings during their tenure and report on their committee’s actions. Special Committee Chairmen shall not have voting rights.

Section 4. Succession

  1. The Executive Board shall fill vacancies (except the Presidency) that occur between elections by a majority vote of its members.
  2. Should the Presidency become vacant, the 1st Vice President Programsshall assume the office of President.
  3. If the 1st Vice President Programs is unable to accept the position of President, the position will be offered in succeeding order to the other executive officers as specified in Article VI, Section 1.
  4. If no member of the Executive Board accepts the position of President, the 1st Vice President Programs shall appoint a nominating committee from the general membership at the next regularly scheduled meeting.
  5. The Executive Board shall elect a 1st Vice President Programs by a two-thirds (2/3) vote of the members.

ARTICLE VIII – MEETINGS

Section 1. Regular Meetings

  1. The regular meetings shall be held on the second Monday of each month unless otherwise ordered by the Board of Directors, which shall give no less than seven (7) days notice of the change to the membership.
    B.A minimum of five (5) regular meetings per annum shall be held.

Section 2. Special Meetings

  1. Special meetings shall be held at the call of the President or upon the request of 25% of the Board of Directors. The President shall give notice to the membership by e-mail 10 working days in advance of the scheduled meeting.
    B.The purpose of the meeting shall be stated in the call and no other business shall be considered at the special meeting except that stated in the call of the meeting. 

Section 3. Regular Meetings of the Board of Directors: Regular meetings of the Board of Directors shall be held when called by the President or 2 weeks prior to the regular meeting of the membership at such time and place as may be determined by the President.

Section 4. Quorum for IRWC Special Meeting: A quorum for voting changes in a club meeting of this organization shall be 51% of the membership in attendance otherwise a 20% attendance constitutes a quorum.

ARTICLE IX COMMITTEES

Section 1. Standing Committees:
A.The standing committees may include: Campaign Activities, Legislation, Awards, Bylaws, Caring for America, Historian, Education, Hospitality, Outreach, Public Relations, Special Events.

  1. The committees shall outline programs for action in their respective fields for consideration and adoptions by the Board of Directors, and shall carry out such other duties as may be prescribed by the Board of Directors and/or President.
  2. Political Action Committee (PAC): The Political Action Committee shall be chaired by the PAC Treasurer. She shall abide by Texas Election Laws and the opinions issued by the Texas Ethics Commission.

Section 2. Special Committees

  1. Special committees shall include: Internal Review, Nominations, and Finance, whose chairmen shall be appointed by the President. Other special committees may be appointed by the President and/or Board of Directors as deemed advisable.
  2. The special committees shall outline programs in their respective fields for consideration and adoption by the Board of Directors. These committees shall be formed only for the duration of their service. They will not have a voice or voting rights during Executive Committee meetings.

Section 3.Finance Committee

  1. The President, Vice Presidents, Secretary, PAC Treasurer and Chairman of the Finance Committee shall serve as members of this committee. The Finance Committee shall draw up a projected budget for each fiscal year and submit it to the membership for approval.
  2. Internal Review/Audit Committee: An Internal Review Committee shall be selected to conduct an internal review of the books by January 31 of the fiscal year and shall submit its report to the Executive Board prior to the regular meeting in February. The PAC Treasurer shall be present at the internal review of the books.

Section 4.

All Committees shall report to the membership at the Board of Directors and the regular meeting or as ordered by the President.

 ARTICLE X NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee
A.A Nominating Committee of not less than three (3) and not more than five (5), at least one of whom shall not be a member of the Board of Directors, shall be elected by the membership at the June meeting of the election year.

  1. The Nominating Committee shall elect its chairman from one of its own members.
  2. Nominees shall be members in good standing, shall be in accord with the objectives, bylaws, and policies of this organization, and of those of TFRW and NFRW
  3. This committee shall report one nominee for each office at the October meeting. Prior consent of said nominee to serve must be obtained.
  4. The Nominating Committee cannot succeed itself. {To follow or replace another by descent, election or appointment.}

Section 2. Elections

  1. Elections shall be held at the November meeting after the Nominating Committee has reported its nominees.
  2. Nominations from the floor shall be allowed, provided prior consent of each of the nominees shall be obtained.
  3. Where there is only one candidate for an office, election may be by voice vote. Where there is more than one candidate for an office, election shall be by ballot. A written majority vote shall elect.
  4. No absentee or proxy voting shall be allowed.

Section 3. Installation:

 Officers shall be installed at the December meeting. They shall take office at the close of the December general meeting. They shall serve until their successors have been elected.

ARTICLE XI CONVENTIONS

Section 1. Texas Federation of Republican Women Biennial Convention:
This organization may be represented at the Biennial State Convention by one delegate and one alternate for each ten (10) members and an additional delegate and alternate for a remainder of six to nine members. Delegates and alternates to the convention of the Texas Federation of Republican Women shall be elected at a regular meeting.

Section 2. National Federation of Republican Women Biennial Convention:
This organization may be represented at the Biennial National Convention by one delegate and one alternate. The delegate and alternate to the National Federation of Republican Women Convention shall be elected at a regular meeting.

ARTICLE XII PARLIAMENTARY AUTHORITY

The latest edition of Robert’s Rules of Order Newly Revised shall govern all proceedings except where inconsistent with the Bylaws of this organization and those of the Texas Federation of Republican Women and of the National Federation of Republican Women.

ARTICLE XIII AMENDMENTS

  1. Amendments may be proposed by any member or committee and will be submitted in writing to the Bylaws Committee.  
    B. Approval to Publish– The Bylaws Committee shall consolidate and present in proper form the proposed amendments to the Executive Board for review and approval to present to the membership.

C. Notification– Written notice of the approved amendments shall be sent to the membership thirty (30) days prior to the date for the vote.

D. Voting– The proposed amendments to the Bylaws may be adopted following a two-thirds 2/3 vote of the voting members present at any general or special meeting of this organization.

ARTICLE XIV – DISSOLUTION

This club may be dissolved by a two-thirds vote at any meeting of the local club, provided that notice of the dissolution has been submitted in writing at the previous meeting and has been sent by mail to all members of the local club. In the event of dissolution, the Board of Directors shall, after payment of all liabilities of the local club, distribute any remaining assets to the State Federation. None of the assets shall be distributed to any member or officer of the organization and the right to use the name shall revert to the State Federation.