Club By-laws

BY-LAWS of the METROPOLITAN REPUBLICAN CLUB

ARTICLE I: Name

This Club shall be known as the Metropolitan Republican Club, Incorporated.

ARTICLE II: Purpose

The purposes for which this Club is founded are:

(a) To unite the members of this community in a concerted endeavor, to the best of their ability, to preserve, protect and defend the Constitution of the United States and to support the Constitution of the State of New York; and

(b) To promote the general welfare and secure the blessings of liberty to the members of this community and their posterity; and

(c) To promote and maintain the best interests of the Republican Party, especially in the 73rd Assembly District of the County of New York as constituted by law; and

(d) To provide a meeting place for members and their guests and friends, who desire to participate in united endeavors to fulfill the purposes of this Club; and

(e) To promote, conduct or participate in such activities and affairs in this community as shall be of assistance in fulfilling the purposes of this Club; and

(f) To exercise any and all rights and powers granted or permitted a membership club, organized for the purposes herein before mentioned, by and under the laws of the State of New York; and

(g) To perform all functions herein before mentioned without pecuniary profit other than such as may be obtained for the purpose of using such profits to further the purposes of this Club.

ARTICLE III: Membership

Section 1. Qualifications: Any citizen of the United States over 18 years of age who has a general preference for, and sympathy with, the principles of the Republican Party and a desire to promote the purposes of this Club as set forth in Article II above, shall be eligible for membership in the Club.

Section 2. All qualified applicants deemed to be of good character and to be of benefit to the advancement of the purposes of the club shall be admitted upon the submission of a completed membership application and payment of dues and such other fees that may be set by the Executive Committee

Section 3. Members admitted on the date of or within thirty days prior to the annual meeting or a general meeting of the Club shall be ineligible to vote at said meeting.

Section 4. Levels and privileges: there shall be various levels of membership as determined by the Executive Committee. Members in “good standing” are those who are current in paying their membership dues and all other fees and debt owed to the Club, provided, however, that no person who has been suspended, expelled, censured, removed or excluded from the Club by a vote of the Executive Committee shall be deemed a member in good standing. Every member in good standing shall have such privileges of membership in the Club or to be elected to an office of the Club as determined by the Executive Committee.

Section 5. Annual dues shall be payable on a schedule and in the amounts determined by the Executive Committee.

ARTICLE IV: Elected Officers

Section 1. The elected officers of this Club shall be a President, a Chairman of the Executive Committee, no more than six Vice Presidents, a Secretary, and a Treasurer.

Section 2. Qualifications: All officers must be a current member of the Executive Committee and qualified for reelection. They must also have been a member of the Executive Committee for a minimum of one year.

Section 3. Duties: the duties of the officers of the Club shall be as follows:

(a) President. The President shall be the chief executive and administrative officer of the Club and shall preside at all general meetings of the Club and, at the request of, or in the absence or disability of the Chairman of the Executive Committee, shall perform all the duties pertaining to that office. The President shall be elected at the annual meeting of the Club and may serve no more than three two-year terms consecutively. The President may appoint an Executive Vice President with such duties and responsibilities as the President determines. The Executive Vice President will be a voting member of the Executive Committee.

(b) Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and, at the request of or in the absence or disability of the President, shall perform all the duties pertaining to that office. The Chairman shall be elected at the annual meeting of the Club for a term of two years.

(c) Vice President. The President in consultation with the Chairman of the Executive Committee shall assign the duties and responsibilities of the Vice Presidents. Vice Presidents shall be elected at the annual meeting of the Club for a term of two years.

(d) Secretary. The Secretary shall be the custodian of and shall keep a record of all proceedings of the Club and of the Executive Committee, and shall have such other duties as shall be assigned by the Executive Committee. The records of the Secretary shall at all reasonable times be open to the inspection of any member. It shall be the duty of the Secretary to notify members of elections, to keep a roll of Club members and of Executive Committee members and to issue notices for all meetings. The Secretary shall be elected at the annual meeting of the Club for a term of two years.

(e) Treasurer. The Treasurer shall have the care and custody of all funds of the Club and shall disperse the same when and as directed by the Executive Committee, and shall have such other duties as shall be assigned by the Executive Committee. The Treasurer shall deposit the Club funds in such depository as the Executive Committee may designate. He shall keep in books provided for that purpose accounts showing all receipts and disbursements, which books shall be open to the inspection of the Executive Committee. He or she shall render an account of all his transactions and of the financial condition of the Club whenever requested by the Executive Committee, and shall make a full report at the annual meeting of the Club of the financial condition of the Club and of the receipts and disbursements of the past year, with such suggestions as to the financial management of the Club as he may deem proper. The Treasurer shall be elected at the annual meeting of the Club for a term of two years.

ARTICLE V: Executive Committee

Section 1. The general affairs of the Club shall be managed by a board of directors to be known as the Executive Committee, which shall consist of a total of not more than thirty members plus Club officers. All officers of the Club shall be members of the Executive Committee, and the remaining members of the Executive Committee shall be elected at the annual meeting for a term of one year. Committee members must meet the following qualifications: must be a member of the Club at least one year; be a registered Republican who currently votes in the New York metropolitan area ( defined as a location within 50 miles of the headquarters of the Club, or on Long Island or in Westchester County); and must be in “good standing” at the time of the election. The level of membership required to serve on the committee will be determined by the committee. Chairman and Co-Chairman of all Club committees shall be entitled to attend all meetings of the Executive Committee, but shall have no vote thereat unless themselves members of the Executive Committee.

Section 2. The Executive Committee shall exercise a general superintendence over the internal affairs of the Club, control and manage its property, and enforce the preservation of order and obedience to its rules. All general appropriations of the funds of the Club, shall be made by or at the direction of the Executive Committee. At every annual meeting of the Club, the Chairman of the Executive Committee shall report on the action taken by the Executive Committee during the preceding year.

Section 3. The Chairman of the Executive Committee shall call a meeting of the Executive Committee at least once in each calendar month, except July and August, or unless directed by a vote of the Executive Committee. In the absence of the Chairman, the meeting shall be called and presided over by the President, or in his absence, by the Secretary. Special meetings may be called by the Chairman and shall be called by the Secretary upon the written request of ten members thereof.

Section 4. At least five days’ notice of all regular meetings of the Executive Committee shall be given to each member thereof by mail or electronic format, to the last address provided, but special meetings may be held on notice of no less than two days if notice of the business to be transacted thereat shall be given, in which event only business of which notice shall have been so given may be transacted in any such meetings.

Section 5. Fifteen members of the Executive Committee shall constitute a quorum for the transaction of business. Unless a quorum call is requested, a quorum will be assumed to be present at fifteen minutes after the scheduled start of the meeting.

Section 6. Any vacancy occasioned by the death, resignation or removal of an officer, or member of the Executive Committee may be filled by the Executive Committee.

ARTICLE VI: Committees

Section 1. The President of the Club shall have the power to appoint from the membership of the Club such standing committees as shall from time to time be deemed advisable to further the best interests of the Club. The chairman of each such standing committee shall be appointed by the President so far as possible from the members of the Executive Committee

Section 2. Each chairman of a standing committee shall be responsible for holding regular meetings of such committee and shall report the activities of said committee to the Executive Committee at its regular meetings. The same provision shall apply to the absence of members of a standing committee from said committee meetings as applies to the absence of members of the Executive Committee from Executive Committee meetings

Section 3. The accounts of the club shall be audited either by an accountant or by an audit committee to be appointed by the Chairman of the Executive Committee, as from time to time determined by the Executive Committee.

ARTICLE VII: Meetings

Section 1. The annual meeting of the Club for the election of officers, members of the Executive Committee and Board of Advisors, shall be held on a date in January to be designated by the President. Attendance at such meeting shall be limited to members in good standing, unless a person is previously invited to attend by the President or Chairman of the Executive Committee.

Section 2. Regular general meetings may be set by the President for the purpose of reporting to the membership and the conducting of general club business.

Section 3. Twenty-five members shall constitute a quorum for the transaction of business. If no quorum is present, the presiding officer may adjourn the meeting to any other day within one week, with the same effect as if held as above.

Section 4. A special meeting of the Club shall be held whenever a call is made by the President, a majority of the Executive Committee or whenever thirty members of the Club shall make to the Secretary a written request for the same, specifying the object of the meeting, and no other business than that specified in the notice shall be transacted at a special meeting

Section 5. Notices of each annual, regular general, or special meeting shall be announced by mail or electronic format to each member, at the last address furnished by him, at least five days before the date of meeting.

ARTICLE VIII: Expulsion and Discipline

Section 1. Any member may be suspended or expelled for cause by a two-thirds majority of the members of the Executive Committee present and voting at a meeting in which a quorum is present, and one month’s previous notice in writing having been given to the member with a copy of the charge(s) preferred against him.

Section 2. Any officer, or other member of the Executive Committee may be removed from office for cause at any meeting of the Executive Committee by like vote, and upon like notice. Such removal, in order to take effect, must first be ratified by a vote of three-quarters of the members of the Executive Committee present and voting at a meeting in which a quorum is present (which may be the same meeting referred to in the preceding sentence) or by a majority of the members of the Club in good standing present and voting at a meeting for which at least 10 days advance notice has been given.

Section 3. Any member may be censured by a majority vote of the members of the Executive Committee present and voting at a meeting at which a quorum is present upon one month’s previous notice in writing having been given to the member with a copy of the charge(s) preferred against him. The Executive Committee may vote to modify or rescind a previous censure of a member on such conditions as the Executive Committee deems appropriate, if such censure is no longer necessary or appropriate

Section 4. Any member or other person may be excluded from the premises of the Club or from any event of the Club for conduct deemed by the President or Chairman of the Executive Committee to be prejudicial to the good order of the Club. Such prejudicial conduct shall include without limitation actual or threatened physical violence; the repeated use of vulgar language or profanity; intoxication from alcohol or drugs; lewd behavior or unwanted touching or other unreasonable sexual conduct; or any other conduct or behavior that would normally be considered unreasonable or disruptive in a meeting or event of the type the Club is conducting, or on the premises of the Club. Such exclusion shall be effective immediately upon it being directed by the President or Chairman of the Executive Committee. Such exclusion shall be subject to confirmation by a majority of the members of the Executive Committee present and voting at the next scheduled meeting of the Executive Committee at which a quorum is present. The Executive Committee may determine to extend the exclusion period for such additional periods as it may determine and the excluded member or person shall be provided with notice of the action taken. In addition, after notice to a member or person who has engaged in prejudicial conduct, the Executive Committee may vote to exclude any member or other person for such period as it may determine based on prejudicial conduct whether or not the President or Chairman of the Executive Committee has previously ordered exclusion. The Executive Committee may vote to modify or rescind a previous exclusion of a member or other person, on such conditions as the Executive Committee deems appropriate, if such exclusion is no longer necessary to preserve the good order of the Club.

ARTICLE IX: Amendments

These By-Laws may be amended by a vote of two-thirds of the Executive Committee, provided the proposed amendment has been sent to the committee members at least five days before such meeting.

ARTICLE X: Resolutions

Section 1. Any resolution affecting either pending or proposed legislation, City, State or National, or affecting vital public question, including the candidacies of persons for public office, may be offered without notice on the floor at any regular meeting of the Club. However, a resolution so offered must be passed by two-thirds majority of those members voting thereon.

Section 2. A resolution as described in Section 1 above may be submitted to a meeting of the Executive committee by its inclusion in the notice of such meeting. A resolution to be adopted by the Executive Committee must be approved by a two-thirds vote of the members present at such meeting. The Club at a regular general meeting or special meeting of the Club may approve a resolution not adopted by the Executive Committee.

Section 3. If prior to seven days before the date of any annual, regular general or special meeting of the Club, the Secretary receives a resolution in writing signed by 15 members to be acted on at a meeting, or the Executive Committee resolves to place a resolution on the agenda of a meeting of the Club, the Secretary must include notice of such resolution by setting forth the text or substance thereof in the notice of such meeting. Any resolution included in the notice of a meeting, and any germane amendment thereto, may be adopted by a majority of those voting thereon at such meeting.

ARTICLE XI: Nominations and Elections

Section 1. Nominating Committee. The committee shall consist of seven members. The members shall be the President, Treasurer, Chairman of the Executive Committee, and four other members of the Executive Committee with two being appointed by the President, one appointed by the Treasurer and one appointed by the Chairman of the Executive Committee.

Section 2. The committee shall create a schedule for the nominating and election process, subject to approval by the Executive Committee. The committee shall nominate candidates for the elected positions of Club Officers and Executive Committee members. The committee may adopt committee by-laws as necessary for the nominating process. Club members to be considered for office by the Nominating Committee are as follows:

(a) Club members of the committees own choosing,

(b) Club members recommended by Executive Committee members,

(c) Club members asking the committee to be nominated for office.

Section 3. The committee may nominate more than one candidate for any elected position. The committee shall have an open interview period of ten to thirty days for any member asking the committee to be nominated for office. Upon nominating candidates, the committee shall cause the list to be posted in a conspicuous place in the Club within two days of the committee’s nominating process being completed. Any member who was not nominated has seven days from the date of the posting to inform the Chairman of the Nominating Committee of his intention to pursue a nomination by petition. Having done so, the said candidate will have thirty days to petition and collect signatures of sixty Club members in good standing. If the signatures all qualify as valid, the candidate will be placed on the ballot. Upon validation of the petition by the Nominating Committee, the committee shall cause the full and final list of candidates to be distributed to the Club members by mail or electronic format. For the purpose of conducting the nominating process efficiently, the Executive Committee may determine, by majority vote, either prospectively or retroactively, to adjust any deadlines or time frames set forth in this Section 3.

Section 4. Elections The election of all Club Officers and Executive Committee members will occur at the annual meeting. If the election has more than one member for each elected position it will be considered a contested election and the vote will be a secret ballot. If there is no opposition, a voice vote will take the place of secret ballot. Majority elects all positions. The Club Members shall cast their ballots at the annual meeting upon the names so nominated either in person or by proxy. Proxies to be voted shall be in form similar to proxies that would be valid at a shareholders’ meeting of a New York business corporation. No solicitations of proxies for persons not nominated by the Nominating Committee shall be at the expense of the Club.

ARTICLE XII: Sale of Club House

Section 1. The sale, long-term lease of five years or longer, transfer or disposition of any or the entire clubhouse must meet the following conditions:

(a) A two-thirds approval of all the members of the Executive Committee at two regularly scheduled Executive Committee meetings held no less than ninety days and no more than 180 days apart.

(b) Thirty days written notice via a certified mail, return receipt, must be given for both meetings specifically stating the sale of the clubhouse as an agenda item. Executive Committee members voting to approve at both meetings must include the President, Chairman of the Executive Committee, and the Treasurer.

Section 2. Proceeds from the sale, long-term lease (5-years or longer), transfer or disposition of any part or the entire clubhouse may only be used for one of the following purposes:

(a) Purchase of a new clubhouse.

(b) Lease of a new clubhouse or similar facility.

(c) Transfer to the New York Republican County Committee, New York Republican State Committee, or the Republican National Committee subject to the same approval process stated in Section I.

Section 3. Any excess amount of $100,000 or more realized must be placed in a revenue producing account to be used only for mortgage payments, rent payments, property taxes, or major repairs and improvements in excess of $10,000. Regular utility, maintenance,and general operating expenses are prohibited.