Eastside Republican Club


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	BYLAWS OF ERC PAC Effective April 16, 2009 TABLE OF CONTENTS ARTICLE I - Identity Section 1. Name ARTICLE II - Objectives Section 1. Provide an opportunity for Republican fellowship and discussion Section 2. Provide an opportunity for involvement in the political process Section 3. Provide an educational forum Section 4. Provide support and forum for Republican candidates Section 5. Promote the principles of Republicanism in our community ARTICLE III - Membership Section 1. Classes Section 2. Active Members Section 3. Honorary Members Section 4. Certificates of Membership Section 5. Status of Membership Section 6. Termination of Membership ARTICLE IV - Meetings of Members Section 1. Annual Meeting Section 2. Nominations and Elections Section 3. Special Meetings Section 4. Regular Meetings Section 5. Notice of Meetings Section 6. Quorum Section 7. Proxies and Participation Section 8. Voting ARTICLE V - Board of Directors Section 1. Powers and Qualifications Section 2. Number and Term Section 3. Executive Committee Section 4. Election Section 5. Removal Section 6. Vacancies Section 7. Indemnification ARTICLE VI - Meetings of Board of Directors Section 1. Quarterly Meeting Section 2. Special Meetings Section 3. Notice of Meetings Section 4. Quorum Section 5. Meetings Held by Telephone or Electronic Communications ARTICLE VII - Actions by Written Consent ARTICLE VIII - Waiver of Notice ARTICLE IX - Officers Section 1. Officers Enumerated Section 2. The President Section 3. The Vice President Section 4. The Secretary Section 5. The Treasurer Section 6. Vacancies Section 7. Salaries Section 8. Removal ARTICLE X - Administrative and Financial Provisions Section 1. Annual Dues Section 2. Fiscal Year Section 3. Loans Prohibited Section 4. Club Seal Section 5. Books and Records Section 6. Amendment of Bylaws Section 7. Rules of Procedure Section 8. Dissolution of the Club CERTIFICATION BYLAWS OF ERC PAC ARTICLE I Identity Section 1. Name. The ERC PAC is a nonprofit corporation formed under the laws of the State of Washington (herein “Club”). ARTICLE II Objectives Section 1. Provide an opportunity for Republican fellowship and discussion. Section 2. Provide an opportunity for involvement in the political process. Section 3. Provide an educational forum. Section 4. Provide support and forum for Republican candidates. Section 5. Promote the principles of Republicanism in our community. ARTICLE III Membership Section 1. Classes. The membership of the club shall consist of two classes of members, the first class to be designated “active,” and the other class to be designated “honorary.” Section 2. Active Members. The active membership of the club shall consist of individuals only, who are Republicans and whose background, experience and interests indicate that they will support the purposes of the club. The Club secretary shall maintain the list of active members and active members eligible to vote. Section 3. Honorary Members. Honorary members of the Club shall be those individuals who are Republicans and whose background, experience or interests indicate they will support the purposes of the Club. The board of directors shall maintain the list of honorary members. Honorary membership shall be effective on an annual basis. Honorary members shall not be entitled to vote, to receive written notice of meetings of the active membership, or to participate in the call of such meetings. Honorary members may include partisan public officials elected for any office including the area lying east of Seattle within King County in the State of Washington. Section 4. Certificates of Membership. Certificates of membership in the club shall be issued. If issued, they shall be numbered, and the respective members' names shall be entered in the membership register of the Club as the certificates are issued. Certificates shall bear the member’s name and shall be signed by the president or the secretary. Section 5. Status of Membership. Membership in the Club shall be personal, shall not survive the death of any individual member, and may not be transferred by any means. Section 6. Termination of Membership. Membership in the Club may be terminated for any action that is detrimental to the best interests of the Club, or for failure to actively support Club purposes, or to actively participate in Club activities. Removal shall require the affirmative vote of 2/3 of the directors present at the quarterly or a special meeting. Removal is permanent except a removed member may petition the board of directors to allow renewed membership which petition shall be allowed in the sole discretion of the board of directors. ARTICLE IV Meetings of Members Section 1. Annual Meeting. The annual meeting of the members for election of directors to succeed those whose terms expire and President, and for the transaction of such other business as may properly come before the meeting shall be held each year in January (typically on the first Tuesday after the 1st) at a place, date, and hour to be established by the board of directors and provided to the active members by notice. Section 2. Nomination and Elections. The president shall appoint a Nominating Committee consisting of the President, at least two members of the board of directors, and at least two other active members of the Club. The Nominating Committee shall be approved by the board of directors at the July quarterly meeting. The Nominating Committee shall submit at the annual membership meeting the names of qualified candidates for any directors to be elected and the office of President. The consent of candidates so nominated shall have been obtained prior to the meeting. Nominations may be made on the floor. The active members eligible to vote shall elect the new directors and then shall elect a President from among all the directors. Section 3. Special Meetings. Special meetings of the membership for any purpose or purposes may be called at any time by the President of the Club or by the board of directors, at such time and place as the President or the board of directors may prescribe. Special meetings of the members may also be called by members if requested by at least 10% of the active members eligible to vote. Upon request by such members, it shall be the duty of the secretary to call such a special meeting of the membership at such time and place as the secretary may fix, not less than ten (10) nor more than fifty (50) days after the receipt of said request. If the secretary shall neglect or refuse to issue such call within five (5) days of such receipt, the members making the request may issue the call, specifying the time and place of the meeting. Section 4. Regular Meetings. Regular meetings will ordinarily be held on the first Tuesday of the month except July, November and December, subject to change by the President. Regular Meetings shall generally be for social and educational purposes. Club business shall not be transacted at regular meetings unless separately noticed as special meetings. Section 5. Notice of Meetings. Written or printed notices stating the date, place and hour of the annual meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered to each member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail at the direction of the president or the secretary, or the members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears in the records of the Club, with postage prepaid. Notice of regular meetings should be mailed or delivered by other means (including e-mail or fax) at least five days prior to said meetings or by providing each member with an adopted schedule of regular meetings. Section 6. Quorum. Members holding one-tenth (1/10th) of the votes to be cast at any meeting, represented in person, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present at a meeting, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members. Section 7. Proxies and Participation. Proxy voting shall not be allowed. Members shall not participate in a meeting of the members by conference telephone or other similar communications equipment. Section 8. Voting. Only those active members who have been members of the Club for three months prior to the annual or special meeting and whose dues are paid shall be eligible to vote at that meeting in an election of the board of directors or President, or on any other club business. ARTICLE V Board of Directors Section 1. Powers and Qualifications. The affairs of the Club shall be managed by the board of directors, who shall be elected from the active membership of the Club eligible to vote. Section 2. Number and Term. The number of the directors of the Club shall be twelve. The Immediate Past President shall serve as an ex officio-member of the board of directors without voting rights. Upon the first annual election of directors, the directors shall be divided into two (2) classes the first class to serve a term of one (l) year, the second to serve a term of two (2) years. Each such director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. The term of office of a class of director after those elected at the first annual meeting shall be two (2) years. A director may only serve two consecutive terms in office and must be out of office one term before being eligible for election to the board. Section 3. Executive Committee. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint an executive committee. Such a committee shall consist of four (4) or more directors (including at least all officers) and shall have and exercise such authority of the board of directors in the management of the Club as may be specified in said resolution. The executive committee may include all board members. However, no such committee shall have the authority of the board of directors to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any such committee or any director or officer of the Club; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another Club; authorize the voluntary dissolution of the Club or revoke proceedings therefore; adopt a plan for the distribution of the assets of the Club not in the ordinary course of business; or amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation of authority to it shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it, him, or her by law. Section 4. Election. After the first annual meeting, the member or members of one class of directors shall each be elected by a majority of the active membership eligible to vote at each annual membership meeting, to hold office until the expiration of the term of office of the class of directors into which elected, and until his or her representative successors are elected and qualified. Section 5. Removal. Any director may be removed in the same manner as termination of membership. Any director failing to attend two consecutive quarterly meetings shall be automatically removed at the next quarterly board meeting if the director fails to attend. Removal of a director from the board shall not constitute termination of membership unless expressly so stated in by the board. Section 6. Vacancies. The board of directors shall have power to fill any vacancy occurring in the board by the affirmative vote of the remaining board of directors even though less than a quorum is present. The director appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Section 7. Indemnification. Each director shall be indemnified against all action expenses and liabilities, including attorneys’ fees, reasonably incurred by or imposed in connection with any proceeding to which he or she may be a party, or in which he may become involved, by reason or holding or having held such position, or in settlement thereof, whether or not he or she holds such position at the time such expenses or liabilities are covered by any type of insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided, that in the event of a settlement, the indemnification shall apply only when the board of directors approves such settlement and reimbursement as being for the best interest of the club. ARTICLE VI Meetings of Board of Directors Section 1. Quarterly Meeting. Quarterly meetings of the board of directors shall be held in the first month of each calendar quarter at a place, date and hour designated by the President. Section 2. Special Meetings. Special meetings of the board of directors may be held at any place and time, whenever called by the President, secretary, or any one director. Section 3. Notice of Meetings. Notice of the time and place of the quarterly meetings and any special meeting of the board of directors shall be given by the secretary, or by the person or persons calling the meeting, by mail, telegram, facsimile, electronic mail or by personal communication over the telephone or otherwise at least ten (10) days (for quarterly meetings) and three (3) days (for special meetings) prior to the date on which the meeting is to be held. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened (see RCW 24.03.120). Section 4. Quorum. Six members of the board of directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. At any meeting of the board of directors at which a quorum is present, any business may be transacted, and the board may exercise all of its powers. A director who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the director's dissent or abstention is entered in the minutes of the meeting or the director files his or her written dissent or abstention to such action with either the person acting as secretary of the meeting before the adjournment of the meeting or by registered mail to the secretary of the Club immediately after the adjournment of the meeting. Section 5. Meetings Held by Telephone or Electronic Communications. When a decision needs to be made between regularly scheduled monthly board meetings, the President, with the support of a majority of the board of directors, may decide to hold a meeting and vote via telephone conference or electronic communications such as email. All board members must be invited to participate and all persons participating in the meeting must be a part of all communication with each other during the virtual meeting/vote. Participation in a virtual meeting shall constitute presence in person to reach quorum for a vote. ARTICLE VII Actions by Written Consent Any club action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the members of the board of directors (or its committees) of the Club, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members or directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. ARTICLE VIII Waiver of Notice Whenever any notice is required to be given to any member or director of the Club by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. ARTICLE IX Officers Section 1. Officers Enumerated. All officers must be directors of the Club. The officers of the Club shall be a President, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary by the board of directors, each of whom shall be annually elected by the board of directors except the President, who shall be elected by the active members eligible to vote at the annual meeting of the members, and shall serve until their successors are duly elected. The offices of secretary and treasurer may be held by the same person. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the board of directors may prescribe. Section 2. The President. The President must be a director, may only serve two consecutive terms in office, and must be out of office one term before being eligible to be elected President. The President shall exercise the usual executive powers pertaining to the office of president. The President shall preside at meetings of the board of directors and committees exercising any authority of the board and of the membership. The President may create committees and may appoint members of the board of directors or active members to serve thereon at the President’s pleasure. Section 3. The Vice President. In the absence or disability of the president, the vice president shall act as president. If more than one vice president is elected by the board, then one such vice president shall be designated the First Vice President for purposes of serving in place of the President as set forth in this section. Section 4. The Secretary. It shall be the duty of the secretary to keep records of the proceedings of the board of directors and of the membership, to administer the membership register, to sign all certificates of membership when not signed by the president and when requested by the president to do so, to sign and execute with the president all deeds, bonds, contracts, and other obligations or instruments, in the name of the Club, to keep the Club seal, and to affix the same to certificates of membership and other proper documents. Section 5. The Treasurer. The treasurer shall have the care and custody of and be responsible for all funds and investments of the Club and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Club in such depositories as may be designated by the board of directors, and in general, shall perform all of the duties incident to the office of treasurer. The Treasurer shall submit an annual budget to be approved by the board of directors at the January quarterly meeting. Section 6. Vacancies. Vacancies in any office except President arising from any cause may be filled by the board of directors at any quarterly or special meeting. If President is removed or resigns, the Vice President (or First Vice President if more than one) shall become President until the next quarterly or special board meeting at which time the board shall elect a President. Section 7. Salaries. All officers shall serve without a salary. Section 8. Removal. Any officer, except President, may be removed by the board of directors whenever in its judgment the best interests of the Club will be served thereby. The President may be removed by majority vote of the active members eligible to vote at a special meeting called for that purpose. ARTICLE X Administrative and Financial Provisions Section 1. Annual Dues. The annual membership dues for active members of the Club shall be established by the board of directors payable in advance to the treasurer of the Club. The board may establish different dues amounts for active individuals and married couples with the same residence address, and each individual shall become an active member. Section 2. Fiscal Year. The last day of the fiscal year of the Club shall be December 31. Section 3. Loans Prohibited. No loans shall be made by the Club to any officer or to any director. Section 4. Club Seal. The board of directors may provide for a Club seal which shall have inscribed thereon the name of the Club, the year and state of incorporation and the words “Club seal.” Section 5. Books and Records. The Club shall keep at its secretary’s office in this state, the following: current articles and bylaws; a record of members, including names, addresses and classes of membership, if any; correct and adequate records of accounts and finances; a record of officers’ and directors’ names and addresses; minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board. Records may be written or electronic if capable of being converted to writing. The records shall be open at any reasonable time to inspection by any member of more than three (3) months’ standing or a representative of more than five percent (5%) of the membership. Costs of inspecting or copying shall be borne by such member except for copies of articles or bylaws. Any such member must have a purpose for inspection reasonably related to membership interests. Use or sale of members’ lists by such member if obtained by inspection is prohibited. Section 6. Amendment of Bylaws. These bylaws may be amended by the board of directors, provided that the amendments are in writing and approved by the affirmative vote of two-thirds of the directors present at two successive board meetings. Section 7. Rules of Procedure. The rules of procedure at meetings of the membership and of the board of directors shall be the rules contained in Robert’s Rules of Order on Parliamentary Procedure, Newly Revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the board of directors. Section 8. Dissolution of the Club. Should the Board vote to dissolve the Club all money in the Club’s bank account, after all bills are paid, will be given to Republican candidates for political office as allowed by state and federal law. CERTIFICATION Lisa Clapper, being Secretary of the ERC PAC, hereby certifies that the foregoing Bylaws were duly adopted by the board of directors on April 16, 2009. /s/ Lisa Clapper, Secretary
	Paid for by Eastside Republican Club PAC - P.O. Box 40302 - Bellevue, WA 98015 - Email: info (at) eastsiderepublicanclub.org