2020 Bylaws

BYLAWS

PARADISE REPUBLICAN WOMEN’S CLUB

ARTICLE I – NAME

SECTION 1

The name of this organization shall be PARADISE REPUBLICAN WOMEN’S CLUB hereinafter also referred as PRWC. The Club is a member of the Arizona Federation of Republican Women and the National Federation of Republican Women.

SECTION 2

The bylaws and objects of PRWC shall be consistent with those of the National Federation of Republican Women, herein also referred to as NFRW.

SECTION 3

The bylaws and objects of PRWC shall be consistent with those of the Arizona Federation of Republican Women, herein also referred to as AzFRW.

ARTICLE II – OBJECTIVES

SECTION 1

The objectives of the Club shall be:

  1. Increase the effectiveness of Republican women in the cause of good government.
  2. Promote the principles of the Republican Party.
  3. Work for the election of Republican candidates in all elections.
  4. Foster loyalty to the Republican party at all levels of government.
  5. Inform the public through political education and activity
  6. Support the objectives and policies of the Republican National Committee
  7. Disseminate information to all members.
  8. SECTION 2
  9. It shall be the policy of the Club to refrain from supporting any candidate in a primary election contest. This applies only to the Club. Individual members may support any Republican candidate of their choice

ARTICLE III – MEMBERSHIP

SECTION 1

  1. Any woman who is currently registered as a Republican in the State of Arizona, believes in the philosophy of the Republican Party and supports the objectives and policies of this organization is eligible for membership

.

SECTION 2

  1. Associate Membership in the Club is open to registered Republican women who hold active membership in another Arizona Federated Club c in Arizona or who are registered Republicans in another state.  Associate members cannot vote or hold office.
  1. Republican men may be Associate members but cannot make motions, hold office, have a voice or a vote, and may not serve on committees or be counted in determining the number of Active Club members or the number of delegates to the NFRW or AzFRW meetings or conventions.
  1. Associate dues remain with the Club. Associate members are not reported to the AzFRW or NFRW.

SECTION 3

Honorary Membership may be conferred upon a non-member of distinction who is a registered Republican by the Executive Committee at any regular meeting.  Honorary Members shall not vote or hold office.

ARTICLE IV – DUES AND SERVICE CHARGES

SECTION 1

The Fiscal year shall be from January 1 through December 31.

SECTION 2

Active member and Associate member dues amounts shall be determined by the majority of votes cast by the membership present and voting at a regular or special meeting.

SECTION 3

Club shall remit the NFRW and AzFRW annual Club service charges fees as required by those organizations.

ARTICLE V – MEETINGS

SECTION 1

Regular meetings shall be held monthly with the exception of July and August. A minimum of six (6) regular Club meetings shall be held during the year. These meetings shall be determined by the Executive Committee. Notice of regular Club meetings shall be sent to all Active Club Members in good standing at least fourteen days (14) days prior to the meeting.

SECTION 2

Special Meeting of the Club shall be called by the President upon written request of three (3) members or by a 51% of the voting members of the Club. The purpose of the meeting shall be stated in the call, with no other business to be transacted at the meeting. Notice of a Special Club Meeting shall be sent to all Active Club members in good standing at least seven (7) days prior to the meeting.

SECTION 3

A regular Executive Committee and Board of Directors meeting shall be held prior to each regular Club meeting.

SECTION 4

The November meeting of the club shall be the annual meeting at which time elections will be held as well as receiving reports from officer and for any other business necessary.

.

SECTION 5

Quorum: A quorum for a regular or special Club meeting shall be 25% of the active members.

SECTION 6

Proxy votes may be solicited when major changes in Club operation are presented.

ARTICLE VI – OFFICERS, TERMS AND DUTIES

SECTION 1 – OFFICERS

  1. The ELECTED OFFICERS of the Club shall be the President, three (3) Vice Presidents, Corresponding Secretary, Recording Secretary and Treasurer.  The elected officers shall constitute the EXECUTIVE COMMITTEE.                  
  2. The APPOINTED OFFICERS of the Club shall be the Chaplain, Historian and Parliamentarian and are appointed with the approval of the EXECUTIVE COMMITTEE.                                                                                                                     
  3. All officers shall be Active Members in good standing. The Nominee for Club President shall have served on the Executive Board for at least one (1) year effective 2012.
  4. Vacancies in an appointed office or chairmanship of Standing or Special Committee (except Nominating Committee) shall be filled by the President with the approval of the Executive Committee (elected officers).
  5. Each officer (except Treasurer) and the chairperson of the committees shall turn over to her successor all records pertaining to the respective office after the annual meeting.
  6. A vacancy in the office of President shall be filled by the First Vice President

SECTION 2 – TERMS

  1. Each elected officer shall assume office at the close of the December meeting and shall serve for a term of one (1) year or until her successor is elected and assumes office.
  2. No elected officer shall serve more than two (2) consecutive terms. Effective Dec. 2008.

SECTION 3 – DUTIES

A.  PRESIDENT

  1. Preside at all meetings of the Club, the Executive Committee and Executive Board.
  2. Be the official representative of the Club and attend or provide a written proxy or appointed alternate for all AzFRW Board Meetings and Biennial Conventions.
  3. Name the appointed officers, all Standing and Special Committee chairpersons (except Nominating Committee) subject to the approval of the Executive Committee.
  4. Be a co-signatory on the Club’s bank account. 
  5. Present to the Executive Committee for approval at its first meeting of the term of office a program of action in consultation with the Chairmen of the Standing Committees.
  6. Shall coordinate with the Budget Committee to submit to the membership for adoption at the first general membership meeting of the term of office an annual budget.
  7. Shall be required to approve all materials prior to being printed by an elected or appointed officer, a Standing or Special Committee or distributed in the Club’s name.                                                                                    
  8. Be responsible for notification of all meetings.
  9. Have the right to call special Club meetings.
  10. Have the right to call special Executive Committee and Board of Director meetings.
  11. Appoint the Financial Review Committee in November with the exception of when a change of Treasurer has occurred, at which time a complete review will be done.
  12. Accept the written resignation of any member wanting to resign an elected or appointed position, chairmanship, or Club membership.
  1. 1ST VICE PRESIDENT
  1. Perform the duties of the President in her absence.
  2. Fill the unexpired term in the event of a vacancy if the office of President.
  3. Shall be the Program chairperson.
  4. Perform other duties assigned by the Executive Board

B. 2ND VICE PRESIDENT

  1. Perform the duties of the President in the absence of both the President and First Vice-President.
    1. Perform other duties as assigned by the President, the Executive Committee, or the membership.
    1. Shall be the Membership chairperson.
    1. Maintain a current roster of members of the Club.

D. 3RD VICE PRESIDENT

  1. Shall be the Ways and Means chairperson.  Create plans to meet goals established by the budget committee.
  2. Serve on the Budget Committee to help prepare the annual budget.                                
  3. Present ideas to raise additional money in excess of dues to fund the Club’s activities to the board for approval. 
  4. Organize committees to assist in fundraising programs.
  5. Determine the charge to attend events based on cost and finance objectives.
  6. Keep accurate records of all event negotiations.
  7. Coordinate with the newsletter editor for appropriate flyers or announcements.

E. CORRESPONDING SECRETARY

  1. Conduct such correspondence and send notices as directed by the President and the Executive Board.
  2. Preserve in a permanent file all letters and papers of value to the Club.
  3. Perform other duties assigned by the President, Executive Board or the membership.

F. RECORDING  SECRETARY

  1. Keep accurate minutes of all meetings of the Club, the Executive Committee and the Executive Board.  A copy of these minutes shall be sent to the President not later than fifteen (15) days after each meeting.
  2. Custodian of all records and other material pertaining to the office.
  3. Maintain all Club records.
  4. Perform other duties assigned by the President, Executive Board or the membership.

G. TREASURER

  1. Custodian of all funds of the Club depositing them in a timely manner into financial institutions approved by the Executive Committee.
  2. Make collections, issue receipts and deposit all funds in a financial institution(s) approved by the Executive Board.
  3. Keep an accurate and up-to-date account of all financial transactions and submit a financial report at all Board Meetings and General Meetings.
  4. Sign all checks to pay the Club’s bills.
  5. Chair the Budget Committee and prepare the annual budget.
  6. The Treasurer shall present her records after the annual meeting to the Finance Examining Committee.
  7. Perform other duties assigned by the Executive Board.
  8. Comply with all IRS and State reporting requirements.

H.CHAPLAIN

  1. Perform the duties of the office as requested by the President.
  2. Offer invocations, blessings, prayers and benedictions when called upon to do so.

IPARLIAMENTARIAN

  1. Perform the duties of the office as requested by the President.
  2. Advise the officers, committees and members on matters of parliamentary procedure.
  3. Assist with questions in interpreting the Club Bylaws and rules.
  4. Assist in the planning of business to be introduced and conducted.
  5. Advise the Credentials, Elections, Nominating, Program, Resolutions and Rules Committees.
  6. Serve as Chair of the Bylaws Committee.   

J.FINANCIAL EXAMING COMMITTEE

  1. Three (3) active members selected by the Board of Directors at the December board meeting shall conduct a financial review and present a report to the Club for approval by the membership at the January regular meeting.
  2. After the adoption of the audited report by the membership, all records pertaining to the office of the treasurer shall be turned over to the newly elected Treasurer.

K. RECORDS

  1. All officers and committee chairmen shall deliver all records, files, and property of the Club to their successors upon retiring from office, unless otherwise directed by the President or the Executive Committee.

Article VII – NOMINATIONS, ELECTIONS, VACANCIES, AND REMOVALS

SECTION 1

The Nominating Committee shall consist of five (5) Active Members in good standing.  Two (2) of its members shall be elected from the Executive Board.  Three (3) of its members shall be elected by the majority vote from the membership (except board members) at the regular June meeting of the Club.

SECTION 2

Duties of the NOMINATING COMMITTEE shall be:

  1. Meet immediately following the June meeting to select a chairperson and to schedule subsequent meetings.
  2. Secure the consent of the nominee to serve if elected.
  3. Submit the names of at least one eligible candidate for each elective office.  The candidate for the office of President shall have been a member of the Executive Board for at least one (1) year.
  4. Arrive at the choice of the committee by majority vote.  All committee members who concur shall sign the report.
  5. The Nominating Committee report shall be sent to all members in the President’s newsletter seven ((7) days prior to the September regular meeting of the Club.
  6. Present its report at the regular Club meeting in September.  
  7. Nominations to be added to the slate may be made at the regular Club Meeting in October.
  8. Members shall not serve on the Nominating Committee in consecutive years.

SECTION 3

Elections

  1. Officers shall be elected at the November meeting for a term of one (1) year.  A majority vote cast for eligible candidates shall constitute an election.                                                                                 
  2. Officers shall be installed at the December meeting and take office upon installation.
  3. The incoming President shall choose the installing officer.

SECTION 4

Vacancies

  1. Vacancies on the Nominating Committee shall be filled by the Executive Board.
  2. The Vice-Presidents shall in order of their rank, assume the duties of the Club President in her absence or inability to serve for the remainder of her term.
  3. Vacancies in the other elective offices shall be filled by majority vote of the Executive Board as its next meeting following the vacancy or at a special meeting of the Executive Board called for that purpose.
  4. Vacancies in a chairmanship of Standing or Special Committee (except Nominating Committee) shall be filled by the President with the approval of the Executive Committee (elected officers).
  5. Removal. Any officer may be removed at any time by the vote of a majority of the Executive Board at any regular or special meeting called for such purpose.

ARTICLE VIII – EXECUTIVE COMMITTEE

SECTION 1 COMPOSITION

  1. The Executive Committee shall consist of the elected officers:  President, 1st Vice President, 2nd Vice President, 3rd Vice President, Corresponding Secretary, Recording Secretary and Treasurerand the immediate past president.
  2. SECTION 2 DUTIES OF THE EXECUTIVE COMMITTEE
  1. Conduct the business of the Club between regular board meetings.
  2. Approve all appointments of the President appointed officers, chairpersons of Standing and Special Committee and Honorary Membership of the Club (except Nominating Committee).
  3. Approve disbursement of funds.
  4. Approve annual budget prior to the first general membership meeting of the term of office and forward it to the membership for adoption.
  5. Approve financial institution in which Club funds are held.
  6. Set a date for Financial Review Committees financial review of the Club accounts or upon any change of Treasurer.
  7. Adopt Standing Rules by majority of votes cast by voting Executive Committee members present and voting.
  8. Review, edit, pr amend all proposed bylaw amendments and recommend each for adoption or rejection to the membership.
  9. Remove for cause, by a 2/3 vote of votes cast by voting members of the Executive Committee present and voting, elected or appointed officer, committee chairmen or Club members after investigation by the Executive Committee shows any of the following;
    1. Non-payment of dues
    2. Advocating for an opposition party candidate
    3. Violation of the Club’s standing rules, adopted policies or bylaws: or
    4. Failure to satisfactorily perform the duties of office or committee Chairmanship.
  1. Approve vacancies of Standing and Special Committee chairperson (except Nominating Committee).

SECTION 3

Executive Committee Meetings

  1. REGULAR MEETING: Regular meetings of the Executive Committee shall be called by the President. Notice of a regular Executive Committee meeting shall be sent to all members at least seven (7) days prior to the meeting.
  1. SPECIAL MEETING: Special meeting of the Executive Committee shall be called by the President, or upon receipt of the written request of three (3) members of the Executive Committee. Notice shall be distributed to all members of the Executive Committee stating the purpose of the special meeting at least five (5) days prior to the meeting. No other business shall be conducted at that meeting.
  1. QUORUM: A quorum of any Executive committee meeting shall be a majority of the voting members present.
  1. A meeting of the Executive Committee may be conducted in person, by telephone or other electronic means. If conducted by telephone or electronically any business conducted must be ratifies and entered into the Minutes at the body’s next regular meeting.

SECTION 4

VOTING

For all meetings, only Active members of the Club in good standing shall have a voice and a vote.  A vote of the Club or Executive Committee may be conducted by mail or telephone conference call or electronic means between meetings provided there is a quorum participating. The vote shall be ratified and entered into the Minutes at he body’s next regular meeting.

SECTION 5

NOTICE

Notice of all meetings may be mailed or sent electronically.

SECTION 6

RECORDING

Unless permitted by the Executive Committee, recording of any portion of any meeting is prohibited with the exception that the Secretary of the Club shall be allowed to electronically record the proceedings of any meeting with the approval of the Executive Committee.

ARTICLE IX – BOARD OF DIRECTORS

SECTION 1

The voting members of the Executive Board shall consist of the elected officers, the appointed officers and the chairperson of each Standing Committee. All committee chairmen shall be Active Club members in good standing.

SECTION 2

Duties of the Board of Directors:

  1. Conduct the business of the Club between meetings of the Club.
  2. Assign duties to the officers.
  3. Fill vacancies.
  4. Provide for an audit.

ARTICLE X – COMMITTEES

SECTION 1

All chairpersons and members of Standing and Special Committee shall be Active Members in good standing.

SECTION 2

The President shall grant prior approval before any committee materials are printed and/or distributed.

SECTION 3

  1. Standing Committee Chairmen and members shall be appointed by the President with the approval of the Executive Committee for a term to coincided with that of those same elected officers.
  2. Special Committee Chairmen and members shall be appointed by the President with the approval of the Executive Committee.

SECTION 4

The Standing Committee(s) may be:

  1. Americanism
  2. Audit
  3. Achievement Awards (Club Achievement& MELP)
  4. Budget
  5. Bylaws
  6. Campaign
  7. Caring For America
  8. Communications: web page, Constant Contact and Facebook
  9. Hospitality
  10. Legislative
  11. Outreach
  12. Publicity/Public Relations
  13. Scholarship

SECTION 5

DUTIES OF STANDING COMMITTEES

  1. AWARDS:
    1. Shall coordinate with AzFRW Awards Chair and Club President to schedule Club events and programs to garner maximum award points towards club recognition for the AzFRW and NFRW Achievement Awards.
    1. Assist the President as needed to timely submit AzFRW and NFRW Club Achievement Awards forms.
  2. BUDGET
    1. Shall, working in conjunction with the President, Treasurer and Standing Committee Chairs, generate a budget for the term of office.
    1. Submit to the membership for adoption at the first general membership meeting of the term of office and annual budget.
    1. Shall monitor income and expenses during the year for compliance, make recommendations for future budget planning.
  3. BYLAWS
    1. Conduct a biennial review of the Club Bylaws.
    1. Bylaws Committee shall request and receive proposed amendments to the bylaws from Active Club members and shall be authorized to accept, edit or reject them.
    1. Submit proposed amendments to the bylaws to the Executive Committee with recommendations for or against adoption.
    1. Submit to AzFRW Bylaws Committee a complete set of Club bylaws for Review and approval with later amended or revised bylaws transmitted to the AzFRW Bylaws Committee before the end of the term.
  4. CAMPAIGN ACTIVITIES
    1. Shall coordinate with various candidate needs for volunteers and make said needs known to Club members.
    1. Shall encourage members to track their volunteer hours and collect same for timely submission of Club Campaign Activities Awards form.
  5. COMMUNICATIONS
    1. Shall assist the President with member communications
    1. Shall assist the President with obtaining media coverage for Club events.
  6. MEMBERSHIP (2ND Vice-President)
    1. Shall maintain a complete, up to date membership roster.
    1. Shall assist at meeting by greeting, welcoming and recruiting new members
    1. Shall prepare a welcome new member packet.
    1. Shall reach out to former members who have not renewed their dues.
  7. NOMINATING (See Nominations and Elections)
  8. PROGRAMS (1st Vice-President)
    1. Schedule programs of political interest that will attract members.
    1. Coordinate the programs in conjunction with AzFRW and NFRW Award forms to maximize success for the Club.
  9. WAYS AND MEANS/FUNDRAISING (3RD Vice-President)
    1. Shall participate in the annual budget process to prepare and implement a plan for raising funds in order to meet the Club’s budget
    1. Shall notify and invite the Treasurer to all fundraising committee meetings.
    1. Shall plan and carry out Club events to raise Club revenue.

SECTION 6

DUTIES OF SPECIAL COMMITTEES

Special committees deemed necessary by the Club or Executive Committee shall be appointed by the President subject to the approval of the Executive Committee. Special Committees  may include those listed below or more as necessary.

Americanism, Caring for America, Literacy, Scholarships, Special Events

  1. AMERICANISM
    1. Shall ensure the flag is properly presented at all Club meetings.
    2. Shall present and encourage patriotism, special events or newsletter articles.
  2. CARING FOR AMERICA
    1. Shall encourage Club members to engage in charitable giving activities in the community and organize periodic Club projects as directed by the Executive Committee.
    2. Shall coordinate with and assist the President with timely submission of the Club Caring for America Awards Forms.
  3. FINANCIAL REVIEW COMMITTEE
    1. A committee of three Active members shall be appointed by the President in November of each year whose duty it shall be to review the Club accounts at the close of the fiscal year and shall report to the Executive Committee and to the membership at the first meeting of the following fiscal year.
    2. Neither the President nor the Treasurer  may serve on the Financial Review Committee.
  4. LITERACY shall establish appropriate plans to promote reading and distribution of books per the NFRW Mamie Eisenhower Learning Program (MELP) or other areas that might meet local education needs for books.
  5. Scholarship shall establish the candidate criteria and distribute information to appropriate local educational institutions.

SECTION 7

  1. The President shall appoint the chairperson to the Standing and Special Committee (except the Nominating Committees) with the approval of the Executive Committee (elected officers).
  2. The Bylaws Committee shall consist of the Parliamentarian, one Board of Director member, two Active Members and the President.

:

SECTION 8

The President shall be an ex-officio member of all committees (except Nominating Committee) and shall be notified of each meeting.

Article XI –   AzFRW and NFRW Convention Delegates

SECTION 1: AzFRW BIENNIAL STATE CONVENTION

  1. AzFRW Biennial State Convention Delegate and Alternates: Election of club delegates and alternate to the AzFRW Biennial Convention shall take place at a regular Club meeting before the convention and in sufficient time to conform with the AzFRW certification/credentials requirement.

The following Club members are entitled to be delegates to the AzFRW Convention:

  1. The President of the Club or her approved alternate
  2. One (1) qualified delegate for each ten (10) active members or major fraction thereof of the club.
  3. One (1) qualified alternate for each ten (10) active members or major fraction thereof of the club.
  4. Other members of the club who are automatic delegates to the AzFRW Convention are:
    1. Elected officers of AzFRW
    2. Appointed officers of AzFRW
    3. Chairman of AzFRW Standing Committees or the Vice-Chairman if credentialed as an alternate
    4. Past Presidents of the AzFRW
    5. The Arizona National Committeewoman
    6. Club members who serve on the National Federation of Republican Women Board of Directors
  5. CREDENTIALS AND ALTERNATES: At the time of registration a member shall, if requested by the Credentials Committee, present photo identifications.  If needed, an alternate who is replacing a delegate shall be verified by the Club’s President. Only a prepaid alternate is eligible to be elevated from alternate to delegate status.
  6. There shall be no proxy voting at the Convention and each delegate shall be intitled to only one (1) vote on each question or election.

SECTION  2: NFRW BIENNIAL CONVENTION

  1. CONVENTION DELEGATES, DELEGATE-AT LARGE AND ALTERNATES-AT-LARGE

 Each Club shall be entitled to one delegate and one alternate provided that the Club ha been in good standing for at least six (6) months prior  to the NFRW national convention.

  • AzFRW elects NFRW delegates-at-large and Alternates-at-Large at the last State Meeting day deadline before the National Federation of Republican Women  preceding the ninety (90) day deadline before the National Federation of Republican Women’s Convention. See AzFRW and NFRW Bylaws for more.

ARTICLE XII – QUORUM

SECTION 1

Six (6) members shall constitute a quorum for meetings of the Executive Board.

SECTION 2

Twenty (20) members present at a regular or special meeting of the Club shall constitute a quorum.

ARTICLE XIII – EMERGENCY VOTE

In an emergency, the President shall be authorized to take a vote by mail, telephone, FAX or e-mail of the members of the Executive Committee.  Each member of the voting body shall be contacted and a majority vote shall be required to decide the question.  The action shall be ratified at the next meeting of the Executive Committee and entered into the minutes of the meeting.

ARTICLE XIV – AMENDMENTS

The bylaws may be amended at any regular meeting of the Club by a two-thirds (2/3) vote cast by Active Club members in good standing provided that the proposed amendment(s) has been recommended by the Bylaws Committee, presented to the Executive Board and submitted in writing to each member at least thirty (30) days prior to the meeting.

Article XV-Dissolution

Section 1

  1. This Club may be dissolved by a two-thirds vote of the members present and voting at nay regular or special meeting of the Club, provided that notice of the dissolution has been submitted in writing or electronically at least thirty (30) days prior and has been sent to all members of the Club.   The club charter shall be returned to the National Federation of Republican Women.

Section 2

  1. In the event of dissolution of this club and it elects to merge with another federated club, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to the club that it is merging with.
  2. In the event of dissolution, The Executive Committee shall after payment of all liabilities of the Club, distribute any remaining assets to the Arizona Federation of Republican Women. No funds shall be distributed to any member or officer of the Club. The right to use the name of a dissolved Club shall revert to the AzFRW.

ROBERT’S RULES OF ORDER REVISED shall govern the Club in all matters of procedure not covered by these bylaws.

AMENDED     June 10, 2017 (May ?? 2020)

Standing Rules

  1. All Board of Director members are expected to attend Board of Director Meetings
  2. Any Board of Director member who misses more than three (3) Board meetings during the year may be removed from the Board.
  3. Liability Insurance for the Club shall be purchased yearly from the Arizona Republican Party.
  4. The Club will purchase yearly insurance to bond the Treasurer.
  5. All Elected Officers and Executive Board Members are required to attend one (1) AzFRW Board of Directors Meeting per calendar year. (Effective 2012)
  6. Dues for Active Members joining the club in June, July, August, September, October, and November will be $40.00 and will cover the next calendar year’s Dues.
  7. Annual Dues for Associate Members is $20.00.
  8. Annual Dues for Men’s Auxiliary Members is $20.00.
  9. Annual Dues are payable by January 1st of current membership year and delinquent March1st.

ADOPTED