Prince William Republican Women’s Club
BYLAWS
[AS AMENDED 9/29/2007]
Table of Contents
Article I – Name and Affiliation
Section 1.1 Organization Name
Section 1.2 Federation Affiliations
Article II – Purposes
Article III – Policies
Section 3.1 Endorsement of Republican Party Candidates
Section 3.2 Use of Club Name
Section 3.3 Use of Club Stationary
Article IV – Membership
Section 4.1 Eligibility
Section 4.2 Member in Good Standing
Section 4.3 Delegates or Alternates to VFRW and NFRW Meetings
Section 4.4 Voting Rights
Section 4.5 Classes of Membership
Section 4.6 Removal from Club Membership
Section 4.7 Voluntary Resignation
Section 4.8 Membership Reinstatement
Article V – Dues and Service Charge
Section 5.1 Membership Dues
Section 5.2 Virginia Federation Dues
Section 5.3 Virginia and National Federation Charges
Article VI – Officers and Their Duties
Section 6.1 Eligibility
Section 6.2 Officers
Section 6.3 Term of Office
Section 6.4 Vacancies
Section 6.5 Duties of the Presidents
Section 6.6 Duties of the Vice Presidents
Section 6.7 Duties of the Recording Secretary
Section 6.8 Duties of the Corresponding Secretary
Section 6.9 Duties of the Treasurer
Section 6.10 Officer Reports
Article VII – Club Meetings
Section 7.1 Regular Meetings
Section 7.2 Special Meetings
Section 7.3 Annual Meeting
Section 7.4 Quorum
Section 7.5 Voting Eligibility
Section 7.6 Fiscal Year
Article VIII – Duties of the Board of Directors
Section 8.1 Board of Directors
Section 8.2 Duties of the Board of Directors
Section 8.3 Quorum for Board of Director Meetings
Section 8.4 Voting at Board of Director Meetings
Section 8.5 Executive Committee
Section 8.6 Executive Committee Meetings
Section 8.7 Voting at Executive Committee Meetings
Section 8.8 Duties of the Executive Committee
Section 8.9 Quorum for Executive Committee Meetings
Article IX – Standing and Special Committees
Section 9.1 Standing Committees
Section 9.2 Special Committees
Section 9.3 Annual Reports and Records
Article X – Nominations and Elections
Section 10.1 Nominating Committee
Section 10.2 Nominating Committee Chairman
Section 10.3 Limitations on Committee Membership
Section 10.4 Credentials Verification
Section 10.5 Committee Nominations
Section 10.6 Floor Nominations
Section 10.7 Nominee Consent Requirement
Section 10.8 Election of Officers
Article XI – Parliamentary Authority
Article XII – Amendments to Bylaws
Section 12.1 Amendments
Section 12.2 Approval of Amendments
Section 12.3 VFRW Review of Amendments
Section 12.4 Automatic VFRW or NFRW Amendments
Article XIII – Indemnification Coverage
Section 13.1 Indemnification Converge
Section 13.2 Settlement
Article XIV – Dissolution
Standing Rules
ARTICLE I - NAME AND AFFILIATION
Section 1.1 Organization Name
The name of this organization shall be the PRINCE WILLIAM REPUBLICAN WOMEN’S CLUB.
Section 1.2 Federation Affiliations
The Prince William Republican Women’s Club (PWRW) shall be a member of the Virginia Federation of Republican Women (VFRW) and the National Federation of Republican Women (NFRW).
ARTICLE II - PURPOSES
The purposes of this organization shall be to:
A. Increase the effectiveness of women in support of good governance at all levels of
government.
B. Disseminate information to local clubs.
C. Inform the public through political education and activity.
D. Promote the principles of the Republican Party.
E. Support the objectives and policies of the Republican National Committee.
F. Foster loyalty to the Republican Party at all levels of government.
G. Work for Republican candidates in all elections, including non-partisan elections.
H. Perform any lawful activity associated with the purpose, goals and objectives of the
PWRW club and the Republican Party not inconsistent with the foregoing.
ARTICLE III - POLICIES
Section 3.1 Endorsement of Republican Party Candidates
3.1.1 A Republican Party candidate shall not be endorsed by the PWRW club
or the club president prior to certification as the Republican nominee or endorsee when there is more than one officially filed Republican candidate for the same office. This applies to the PWRW clubs as an entity and not to individual members.
3.1.2 If it is necessary for the PWRW club president to be included on a slate of
delegates or alternates for a particular Republican Party candidate in order to be elected to serve as a delegate or alternate, such action is permitted provided this is the only method of election.
3.1.3 No PWRW club member shall run as or support a candidate against theRepublican Party nominee or endorsee running for said office.
Section 3.2 Use of Club Name
The name of the PWRW club shall not be used by any member in supporting a candidate prior to the certification of the Republican Party nominee if there is more than one officially filed Republican Party candidate for the same nomination.
Section 3.3 Use of Club Stationery
Club stationery shall be used by the PWRW club officers and members of the Board of Directors only for conducting club business.
ARTICLE IV - MEMBERSHIP
Section 4.1 Eligibility
Membership in the PWRW club shall be extended to individual Republican women who believe in the principles of the Republican Party and advocate support of its candidates. However, it shall be a condition of membership that a person has attained the age of eighteen (18) years of age and is a citizen of the United States.
Section 4.2 Member in Good Standing
An individual member in good standing is one whose current PWRW club dues are paid and who supports club purposes as defined in the PWRW Bylaws, Article II: Purposes.
Section 4.3 Delegates or Alternates to VFRW and NFRW Meetings
Only PWRW club active members in good standing are eligible to be delegates or alternates to the VFRW or NFRW meetings or conventions.
Section 4.4 Voting Rights
Each paid member, other than non-voting members shall be entitled to one vote in accordance with the PWRW Bylaws.
Section 4.5 Classes of Membership
4.5.1 Active Member
Active members shall:
A. Be a resident or have resided in the Commonwealth of Virginia;
B. Maintain full membership in the PWRW club;
C. Have paid all required PWRW club dues; and
D. Have a voice, attend meetings and exercise PWRW club membership responsibility through making motions, voting, holding office, serving on committees or as a delegate to state and national conventions.
4.5.2 Associate Member
An associate member:
A. shall be a resident or have resided in the Commonwealth of Virginia and may hold membership in more than one club; must be an active member of one club and may hold associate membership in more than one club;
B. shall pay only PWRW club associate member dues; and
C. is not eligible to make motions or vote, hold office, serve on the nominating committee, or be a delegate to state or national conventions as a representative of PWRW club.
D. Republican men may be eligible for PWRW club Associate Membership upon payment of required annual associate member dues. They may attend meetings, but are not eligible to make motions, have a voice or a vote, be appointed to a committee, hold office or be counted for the purpose of determining the number of delegates to Republican national or state federation meetings or conventions. As PWRW club associate members, men are not eligible to hold membership in of the Virginia or National Federations of Republican Women.
4.5.3 Honorary Member
Honorary membership is a non-dues paying, non-voting membership, bestowed upon a person nominated by PWRW club officers or Board of Directors. Such nominations shall then be voted on by the active membership attending at a regular or special meeting called for that purpose. Nominees shall be elected by a two-thirds vote at a properly called meeting. Honorary Memberships shall be given to an individual for life.
Section 4.6. Removal from Club Membership
The PWRW club Board of Directors is empowered to make a determination on the removal of a member for cause in the club subject to a vote of the full active membership. For removal of a member, a two-thirds vote of PWRW club active members voting is required at a properly noticed regular meeting or special meeting called for that purpose.
4.6.1 A PWRW club member may be removed for any of the following reasons:
A. Non-payment of annual Club dues;
B. Advocating a split party ticket;
C. Supporting a candidate running on an opposition ticket;
D. Choosing to run for office outside the Republican Party in an election in which there is a Republican candidate;
E. Actions which are in conflict with the PWW club Bylaws or policies;
F. Any actions or omission intended to cause or having the effect of causing damage to the PWRW club or its reputation or financial stability. Without limiting the generality of the foregoing, the initiation of litigation or any other adversary proceeding against the PWRW club or in which the PWRW club is a named defendant or respondent shall constitute cause for removal, and the PWFW club shall be entitled to recover from such member, its attorney’s fees and other costs and expenses relating to any such litigation or proceeding if the PWRW club shall substantially prevail therein; or non-payment of dues.
4.6.2 To remove a PWRW club member for cause other than non-payment of
dues, charges in writing, signed by not less than one-third of the members of the club’s Board of Directors, shall be sent to the member via certified mail. Said member shall be given twenty (20) calendar days within which to appear before the Board of Directors to appeal the removal determination. A request for appeal shall be transmitted to the President in writing by certified mail.
4.6.3 A PWRW club member whose dues are delinquent shall so be advised by
the Treasurer in writing. The Board of Directors shall be notified by the Treasurer. Said member shall be given thirty (30) calendar days within which to pay the appropriate dues before the Board of Directors takes removal action.
Section 4.7 Voluntary Resignation
In an election in which there is a Republican candidate, a PWRW club member who chooses to run for office outside the Republican Party shall resign from the PWRW club or be subject to removal for cause by the PWRW club active membership.
Section 4.8 Membership Reinstatement
A member may be reinstated by filing an application for reinstatement with required dues. Upon approval by a two-thirds vote of the of PWRW club active members voting at a properly noticed regular meeting or special meeting called for that purpose, the member may be reinstated.
ARTICLE V - DUES AND SERVICE CHARGE
Section 5.1 Membership Dues
Dues for Classes of Membership are set forth in the Standing Rules.
Section 5.2 Virginia Federation Dues:
5.2.1 Annual dues for the PWRW club shall be computed per capita for
full membership; and
5.2.2 current dues per PWRW club active members shall be remitted to the VFRW at
the beginning of the fiscal year, January 1st and for new members at the end of
each quarter throughout the fiscal year.
Section 5.3. VFRW and NFRW Service Charge
The PWRW club shall pay a service charge as specified in the VFRW and NFRW Standing Rules for which it will receive all mailings and other services of the VFRW and NFRW.
ARTICLE VI - OFFICERS AND THEIR DUTIES
Section 6.1 Eligibility
Each elected officer shall be an active member in good standing in the PWRW Club.
Section 6.2 Officers
Elected officers of the PWRW club shall be a President, a First Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary and a Treasurer.
Section 6.3 Term of Office
PWRW club officers shall be elected at the Annual Meeting in November. Term of office shall be for one (1) year from January 1st to December 31st, or upon resignation. No PWRW club officer shall serve for more than two (2) consecutive terms in the same office. Six (6) months or more shall be considered a term in determining eligibility for re-election.
Section 6.4 Vacancies
Any officer may resign her position at any time by delivering written notice to the President and the Executive Committee. Any notice shall become effective when the notice is delivered, unless the notice specifies an effective date. A vacancy in an elective office, other than the President, shall be filled by the Executive Committee at its next regular meeting, or as soon as possible after the vacancy occurs. Notice of such vacancy will be given with the call for the meeting, or if the vacancy occurs after the call is issued, by Email, letter, phone, or fax. Such an appointment will be for the remainder of the term of officer.
Section 6.5 Duties of the President
6.5.1 Chief Executive Officer
The President shall be the chief executive officer and spokesperson of the PWRW club; shall be charged with the general and active management and direction of the activities of the club; and shall ensure that all resolutions of the Board of Directors are effectuated.
6.5.2 Duties of the President
Duties of the President shall be:
A. To serve as Chairman and preside at all PWRW club meetings, the Executive Committee and the Board of Directors;
B. to serve as Chairman, preside and call meetings of the Executive Committee and the Board of Directors;
C. to appoint a Parliamentarian and the chairmen of all standing committees, except the Nominating Committee;
D. to appoint at least two active members to the Audit Committee;
E. to be an Ex-Officio member of all committees except the Nominating Committee;
F. to prepare a Program of Action, after consultation with the chairmen of the standing committees, for presentation to the Executive Committee and approval by the Board of Directors;
G. to prepare an Annual Budget in consultation with the Finance Committee and the Treasurer and present it to the Executive Committee for approval and recommendation to the Board of Directors;
H. to prepare an annual State of the PWRW Club report and present it at the Annual Meeting;
I. to sign contracts as authorized and checks when necessary;
J. to ensure the names, addresses, zip codes-plus four, phone and fax numbers and when authorized, Email addresses of the current PWRW club officers are sent to the VFRW President, Corresponding Secretary and Treasurer by December 31st of each year;
K. to be the official representative of the PWRW club whenever such representation is requested or required;
L. to ensure the following is provided to the VFRW District Representative:
(a) PWRW club assessed charges, as specified in the VFRW District Standing Rules, to
cover administrative expenses of the District Representative (e.g. printing, postage,
phoning, etc.). The amount the PWRW club contributes is determined by the clubs
within the VFRW District; and
(b) copies of the PWRW club newsletter and/or calendar of events;
M. to ensure a copy of the PWRW club newsletters is sent to the VFRW President; and
N. to ensure a copy of the PWRW club newsletter is sent to other local clubs.
Section 6.6 Duties of the Vice Presidents
Duties of the Vice Presidents:
A. The First Vice President shall serve as Program Chairman for her term of office.
B. The Second Vice President shall serve as Membership Chairman for her term of office.
C. The Vice Presidents in their order shall perform the duties of the President in her absence.
D. The Vice Presidents shall perform such other duties as may be assigned to them by the President.
Section 6.7 Duties of the Recording Secretary
Duties of the Recording Secretary shall be:
A. To keep, as permanent records, the minutes of all meetings of the PWRW club, the Executive Committee and the Board of Directors and all actions taken and motions adopted. Minutes are to be available to the President within 10 calendar days of such meetings;
B. to prepare a permanent record book of all PWRW club meetings;
C. to maintain the PWRW club’s Bylaws and amendments, and
D. to perform other such duties as may be assigned by the President.
Section 6.8 Duties of the Corresponding Secretary
Duties of the Corresponding Secretary shall be:
A. to conduct the correspondence of the PWRW club;
B. to maintain all written communication files generally within the past three years;
C. to send notices of all meetings to the PWRW club membership; and
D. to perform such other duties as may be assigned by the President.
Section 6.9 Duties of the Treasurer
6.9.1 Chief Financial Officer
The Treasurer shall be the Chief Financial Officer with custody of the PWRW club funds; shall keep accurate accounts of receipts and disbursements in books belonging to the club; and shall deposit all monies and other valuable effects in the name and to the credit of the PWRW club in such depositories as shall be designated by the Board of Directors.
6.9.2 Duties of the Treasurer
Duties of the Treasurer shall be:
A. To keep accurate and detailed financial records, to be custodian of all funds of the PWRW Club and to have general supervision of all expenditures to ensure that expenditures are within approved budget levels;
B. to give written and oral accounting reports of all transactions as Treasurer and the financial condition of the club at all meetings;
C. to disburse funds as directed by the Executive Committee and as recommended by the Board of Directors or approved by the membership at a regular meeting pursuant to anyprocedures that may be established by resolution of the Board of directors and the PWRW Club Bylaws;
D. to collect dues from members as set forth in the Standing Rules Classes of Membership scale;
E. to maintain the official PWRW club membership list by Classes of Membership, including the names, addresses, zip codes plus four, phone and fax numbers and when authorized, Email addresses; and to place this list under irrevocable trust for the exclusive use of the club and the VFRW and NFRW;
F. to transmit to the VFRW Treasurer at the beginning of the fiscal year, January 1st, and no later than thirty (30) days prior to the annual VFRW Convention:
(a) payment for the PWRW club service charge;
(b) payment for per capita dues and for new members at the end of each quarter
throughout the year; and
(c) a typewritten list (in duplicate) of the PWRW club active and associate
membership, including names, addresses, zip codes plus four, phone and fax
numbers and when authorized, Email addresses of the active members;
G. to submit financial records to the Audit Committee for audit at the completion of the Treasurer’s term of office;
H. to serve as an Ex-Officio member of the Finance Committee and to assist the President and Finance Committee in the preparation of the Annual Budget; and
I. to perform other duties as may be assigned by the President.
Section 6.10 PWRW Club Officer Reports
PWRW club officers shall prepare and submit an annual written report to the President and present an oral report at the Annual Meeting. All officers shall deliver all records, files and properties of the PWRW club to their respective successors or the President within five (5) working days after retiring from office unless otherwise directed by the President or the Board of Directors.
ARTICLE VII - CLUB MEETINGS
Section 7.1 Regular Meetings
Regular meetings of the full PWRW club membership shall be held so as to allow for at least five (5) meetings a year. The time and place of these meetings shall be set by the Board of Directors with at least ten days notice given to the membership. At the January meeting, all members will receive a coy of the published Annual Schedule of Meetings during the fiscal year.
Section 7.2 Special Meetings
Special meetings may be called by the President or on petition of one-fourth of the active membership, provided all members are notified of the time, place and purpose at least five (5) days prior to such meeting. No matter shall be considered at a special meeting except that stated in the call to the meeting.
Section 7.3 Annual Meeting
The November meeting of each year shall be designated the Annual Meeting. The officers of the PWRW club shall be elected annually at the November meeting. Oral reports shall be presented by all officers and committee chairmen. The budget for the next fiscal year will be approved by vote of the members attending.
Section 7.4 Quorum
Except as otherwise provided by VFRW or NFRW bylaws, at any meeting of the active members for the purposes of voting on club business, when the notice of the date, time, and place of the meeting, one-fourth of the active members of the club shall constitute a quorum at any meeting.
Section 7.5 Voting Eligibility
An active PWRW club member shall have paid membership dues at least sixty (60) days prior to the Annual Meeting to be eligible to vote at the Annual Meeting.
Section 7.6 Fiscal Year
The fiscal year of the PWRW club shall be from January 1st to December 31st.
ARTICLE VIII - BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
Section 8.1 Board for Directors
The Board of Directors shall be composed of the elected officers of the PWRW club, the immediate past President and the Standing Committee Chairmen. The business and affairs of the PWRW club shall be directed, managed, and controlled by the Board of Directors, which is hereby granted full power and authority to perform all acts and exercise all powers not expressly reserved for the Executive Board or the membership.
Section 8.2 Duties of the Board of Directors
The duties of the Board of Directors shall be:
A. To act as the governing body of the PWRW club;
B. to advise the President;
C. to make recommendations concerning the policies of the club;
D. to recommend adoption of the Annual Budget;
E. to recommend approval of the Program of Action;
F. to transact any necessary business between meetings of the PWRW club;
G. to consider when necessary the removal from membership for cause a PWRW club
member as specified in Article IV, Section 3: Removal from Membership; and
H. to meet at the call of the President and/or the Executive Committee. Board of Directors
meetings are open to all active members who may speak to an issue when granted
permission by the body; however, members are not eligible to vote.
Section 8.3 Quorum for Board Meetings
One-half of the members of the Board of Directors shall constitute a quorum at any meeting. A Board Member may appoint a proxy with a voice and a vote.
Section 8.4 Voting at Board Meetings
The Officers and the Standing Committee chairmen shall have a voice and a vote on the PWRW club Board of Directors. Ad Hoc Committee chairmen shall have a voice, but no vote.
Section 8.5 Executive Committee
The Executive Committee shall consist of the elected officers and the immediate past President.
Section 8.6 Executive Committee Meetings
A meeting of the Executive Committee shall be held soonest proceeding the Annual Meeting for the purpose of organization and the transaction of other appropriate business and at the call of the President thereafter.
Section 8.7 Voting at Executive Committee Meetings
A vote may be conducted at meetings or between meetings by Email, phone, fax, or mail.
Section 8.8 Duties of the Executive Committee
The duties of the Executive Committee shall be:
A. To meet at the call of the President;
B. to advise the President on all PWRW club matters;
C. to ratify the annual appointment of Standing Committee Chairmen;
D. to recommend policies and procedures for Board of Directors approval;
E. to fill officer vacancies that may occur between elections as stated in Article VI,
Section 4: Vacancies;
F. to oversee the disbursement of PWRW club funds in amounts not to exceed budget
levels.
G. to formulate recommendations for any disbursement authorizations over set budget
expenditure authority, subject to recommendation for approval by the Board of Directors
and membership approval at the next regular meeting; and
H. approve depository bank(s).
Section 8.9 Quorum for Executive Committee Meetings
One-half of the members of the Executive Committee shall constitute a quorum at any meeting.
ARTICLE IX - STANDING AND SPECIAL COMMITTEES
Section 9.1 Standing Committees
There shall be the following standing committees:
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Bylaws Committee
-
Finance Committee
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History Committee
-
Program Committee
-
Membership Committee
-
Public Relations Committee
-
State Legislation Committee
-
National Legislation Committee
-
Campaign Activities Committee
-
Nominating Committee
-
Audit Committee
9.1.1 Standing Committee Chairmen
The First Vice President shall serve as Program Committee Chairman and the Second Vice President as Membership Committee Chairman. All other committee chairmen are appointed by the President with the exception of the Nominating Committee Chairman.
9.1.2 Duties of Standing Committees
Standing committees shall prepare a Program of Action in their respective areas for ratification by the PWRW club President and Board of Directors. Their duties shall also include those duties set forth in the bylaws of the VFRW and the NFRW.
9.1.3 Representation on the Board of Directors
Standing committee chairmen shall have a voice and vote on the PWRW club Board of Directors.
Section 9.2 Special Committees
A Special Committee is an Ad Hoc committee established for a specific task as deemed necessary by the President to accomplish the work of the PWRW club.
9.2.1 Special Committees and Committee members
Special committees and committee members shall be appointed by the President. The President shall inform the club membership at the next regular meeting when special committees are convened and a chairman appointed.
9.2.2 Special Committee Chairman
Special committee chairman shall have a voice on the Board ofDirectors, but are not eligible to vote.
Section 9.3 Annual Reports and Records
All PWRW club committee chairmen shall submit a written report and present an oral reports at the November Annual Meeting. The records, files and properties of the club shall be delivered to their successors within five (5) working days following the new appointments unless otherwise directed by the President or the Board of Directors.
ARTICLE X - NOMINATIONS AND ELECTIONS
Section 10.1 Nominating Committee
A Nominating Committee of not less than three active members in good standing shall be elected by the club at a regular meeting at least two (2) months prior to the annual meeting.
Section 10.2 Nominating Committee Chairman
The Nominating Committee shall elect a Chairman from one of its own number.
Section 10.3 Limitations on Nominating Committee Membership
No active member shall serve for more than two consecutive years on the Nominating Committee.
Section 10.4 Credentials Verification
The Treasurer shall give the Nominating Committee Chairman a list of the names of the active members in good standing and entitled to hold office or vote forty-five (45) days prior to the election of officers.
Section 10.5 Committee Nominations
The Nominating Committee shall report one nominee for each office at a regular meeting one-month (30 days) prior to the Annual Meeting or by written notification to the club membership at least ten (10) days prior to the Annual Meeting.
Section 10.6 Floor Nominations
Nominations may be made from the floor of the annual meeting following the report of the Nominating Committee.
Section 10.7 Nominee Consent Requirement
No Active Member shall be a nominee for office who has not given prior consent to serve if elected and is a member in good standing
Section 10.8 Election of Officers
Officers shall be elected by ballot at the annual meeting. A majority vote shall elect. When there is only one candidate for an office, election may be by voice vote.
ARTICLE XI - PARLIMENTARY AUTHORITY
The current edition of Robert’s Rules of Order Newly Revised and the NFRW and VFRW Bylaws shall govern the PWRW club in all cases in which they are applicable and in which they are not inconsistent with PWRW club Bylaws and any special rules the VFRW Board of Directors or Annual Convention Delegates may adopt.
ARTICLE XII - AMENDMENTS TO BYLAWS
Section 12.1 Amendments
Except as otherwise provided by VFRW or the NFRW bylaws, the PWRW club Bylaws may be altered, amended or repealed and new bylaws may be adopted. The PWRW Bylaws Committee shall present proposed amendment(s) to the Executive Committee for review and to the Board of Directors for approval prior to publication and review of the membership.
Section 12.2 Approval of Proposed Bylaw Amendments
The PWRW club Bylaws shall be amended by a vote of the active members present at any regular meeting, provided notice of the proposed amendment(s) shall have been submitted in writing to every member at least thirty (30) days prior to the regular meeting. Written notice of the proposed changes to the Bylaws may take the form of an Email or a hard copy postmarked at least thirty (30) days before it is to be voted upon.
Section 12.3 VFRW Review of Amendments and Bylaws
Bylaws and all proposed amendments thereto of the PWRW club shall be sent to the VFRW Bylaws Chairman for timely review, but no less frequently than every two (2) years. The PWRW club may be requested by the VFRW Bylaws Chairman to amend club bylaws to conform to VFRW and/or NFRW Bylaws. Review of bylaws and all amendments shall be completed by the VFRW Bylaws Chairman within ninety (90) calendar days after receipt. Any recommendations of the VFRW Bylaws Chairman shall be acted on at the first meeting of the PWRW club, providing notice of such action to the club membership is in accordance with the bylaws of the PWRW club.
Section 12.4 Automatic VFRW or NFRW Amendment
PWRW club Bylaws shall not be in conflict with either the VFRW Bylaws or the NFRW Bylaws or purposes. If any amendment to the VFRW or NFRW Bylaws causes a corresponding amendment to PWRW club Bylaws to be necessary or causes the PWRW club Bylaws to be in conflict with the VFRW or NFRW Bylaws; the PWRW club Bylaws shall be amended automatically according to amendments adopted by vote of the National and Virginia State boards.
ARTICLE XIII – INDEMNIFICATION
Section 13.1 Indemnification Coverage
The PWRW club shall indemnify every PWRW director or officer, or former director or officer, her heirs, executors, administrators and assigns against expenses, including attorney’s fees, reasonably incurred by her in connection with the defense of reason of her being or having been a PWRW director of officer, except in relation to matters as to which she shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Indemnification terms are set forth under Prince William Republican Committee umbrella coverage.
ARTICLE XIV - DISSOLUTION
In the event of the dissolution of the Prince William Republican Women’s Club all assets, funds and records of that club shall revert to the VFRW, after all obligations have been met. The funds in the treasury and other assets and records shall go to the Virginia Federation of Republican Women. None of the assets will be distributed to any member or officer. Such transfer shall be completed within thirty (30) days of the formal dissolution.
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Date Bylaws Updated by Club: September 29, 2007
Date Approved by VFRW Bylaws Committee: June 15, 2008
Date PWRWC approved Amended Bylaws: September 8, 2008
The Prince William Republican Women’s Club
STANDING RULES
[As Amended 11/9/2009]
Section 1. Annual Membership Dues
1.1 Active Member Dues
The annual dues shall be $27.00 for an active member. Dues are payable upon joining and each January 1st thereafter.
1.2 Associate Member Dues
Associate members dues shall be $ 15.00 annually, regardless ofwhen the associate member joins. Dues are payable upon joining and each January 1st thereafter.
Section 2 VFRW Service Charge
The PWRW club shall pay a service charge of $30.00 to the VFRW Treasurer no later than 30 days prior to the Annual VFRW Convention.
Section 3 Club Meetings
3.1 Regular Meetings
The regular meeting of the PWRW club shall be held on the first Monday of each month. The Executive Committee shall be empowered to dispense with or change the date of the regular meeting when deemed advisable.
3.2 Executive Committee Meetings
The Executive Committee meeting shall be held at the call of the President The Executive Committee shall be empowered to dispense with or change the date of the Executive Committee meeting when deemed advisable.
3.3 Board of Directors Meetings
The Board of Directors meeting shall be held at the call of the President. The Executive Committee shall be empowered to dispense with or change the date of the Executive Committee meeting when deemed advisable.
3.4 Standing Committee Meetings
Standing committee meetings shall be held as determined to be appropriate periodicity by the members of the committee but no less than five (5) times per year with the exception of the Audit Committee and the Nominating Committee.
3.5 Special Committee Meetings
Special Committee meetings shall be held as determined to be appropriate periodicity by the members of the committee to fulfill the tasking mandate.
Section 4 Approval of Proposed Bylaw Amendments
The PWRW club Bylaws shall be amended by a two-thirds vote of the active members present at any regular meeting, provided notice of the proposed amendment(s) shall have been submitted in writing to every member at least thirty (30) days prior to the regular meeting. Written notice of the proposed changes to the Bylaws may take the form of an Email or a hard copy postmarked at least thirty (30) days before it is to be voted upon.
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Date Standing Rules Drafted/ Updated: September 29, 2007
Date Approved by VFRW Bylaws Committee: June 15, 2008
Date PWRWC approved Amended Standing Rules:November 9, 2009
Date VFRW approved Amended Standing Rules: December 13, 2009
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