ELEPHANT CLUB

Chartered by the Republican State Central Committee of Arundel County

BY-LAWS

(Revised February 2007)

 ARTICLE I - NAME

The name of this organization shall be the “Elephant Club” (Chartered by the Republican State Central Committee of Anne Arundel County), hereinafter referred to as the Club.

ARTICLE II - PURPOSES

The purposes of the Club shall be (1) to promote the principles of the Republican Party by providing an open forum for the discussion and debate of issues and ideas, (2) to work for the benefit and development of the Republican Party in Anne Arundel County and the State of Maryland, and (3) to cooperate with other political organizations in various activities and forums.

ARTICLE III - MEMBERSHIP

(a) Active membership shall be open to any registered Republican voter residing in Anne Arundel County.  Each active member shall be entitled to one vote.

(b) The Board of Directors may establish Honorary Members, as appropriate. Honorary members will not be authorized to vote and they will not be required to pay dues annually.

ARTICLE IV - DUES

(a) Prior to the mailing of membership renewal bills, members shall be notified in writing of any proposed changes in membership categories or the amount of dues.

 (b) Membership renewal bills shall be mailed in December of each year for the following calendar year. Annual dues are payable prior to February 15th. The Board shall establish and enforce a uniform policy pertaining to non-payment of dues.

ARTICLE V - OFFICERS/DIRECTORS

(a) The officers of the Club shall be a President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary and Treasurer.

(b) The officers shall perform such duties as may be prescribed in the By-laws and as determined by the Board, consistent with the parliamentary customs commonly associated with their respective titles.

(c) To serve as an officer or non-officer director (see Article VII (a)), a person must (1) be a registered Republican, (2) hold Active Membership in the Club, and (3) be neither a candidate for, nor hold office in, a Federal, State, County or Municipal capacity or another Republican club in Anne Arundel County. The restriction concerning elective office shall not apply to membership on the Central Committee or Board of Elections, or to delegates to conventions.

(d) In addition to the requirements in paragraph 3 above, candidates for the offices of President and First Vice-President must have been active members for at least the entire year preceding the scheduled election (see Article VIII).

ARTICLE VI - COMMITTEES

(a) STANDING:  There shall be four standing committees:  Membership, Program, Finance, and Legislative Review. The President, with the concurrence of the Board, shall designate a chairperson for each committee.

(b) SPECIAL: The President, with the consent of the Board, may establish, appoint members to provide policy guidance for and disestablish special committees to achieve the Club’s objectives.

(c) NOMINATING: Not later than February 28th, preceding the biannual meeting at which the officers and directors are elected, a nominating committee of at least three active members shall be appointed by the Board to serve until the election and installation of officers and directors is completed.

ARTICLE VII - EXECUTIVE BOARD

(a) The Board shall comprise the officers of the Club, six elected directors, and the immediate Past-President of the Club.

(b) The Board shall manage and supervise the affairs of the Club and perform those duties specified in the By-laws or which may be assigned to it by a 75% majority vote of the active members present (20% is a quorum) at a duly constituted meeting. The Board may not take any action contrary to the By-laws.

(c) The Board shall meet at least six times a year, with one meeting to be held immediately prior to the Annual Membership Meeting in April. Board meetings shall be scheduled at a time and place designated by the President or at the request of at least three members of the Board. The presence of a majority of the members of the Board (i.e. five) shall constitute a quorum for conducting Club business.

(d) Minutes of each Board meeting shall be recorded, reviewed, and approved at each subsequent meeting for permanent retention.

ARTICLE VIII - ELECTION OF OFFICERS AND DIRECTORS

Other than to fill interim vacancies, election of officers and directors shall he held at the Annual Membership Meeting in April of each year in which there is no National or General Election. The Nominating Committee shall propose at least one candidate (who has consented to serve) for each of the elective offices and directorships in the Club. Written notice shall be mailed to all active members at least 30 days prior to this meeting. These positions shall be filled by majority vote of active members present at the April meeting, at which time additional nominations may be made from the floor. The nominees for President and First Vice-President must have been active members for at least the entire year preceding the election.

ARTICLE IX - VACANCIES

(a) A vacancy in the office of President shall be filled by the First Vice-President.

(b) A vacancy in the office of First Vice-President shall be filled by the Second Vice-President.

(c) A vacancy in any other office or directorship shall be filled at the next regular membership meeting by nominations from the floor and election by a majority of the active members present.

(d) The filling of any interim vacancy referred to above shall be for the duration of the term of the former incumbent.

ARTICLE X - TERMS OF OFFICE

Officers and directors elected in accordance with Article VIII shall be installed and take office immediately following their election for two-year terms.

ARTICLE XI - MEMBERSHIP MEETINGS

(a) Regularly scheduled meetings of the Club shall be held at least quarterly at a time and place set by the Board. The Board may call for a special meeting if circumstances warrant. Upon written request to the President by at least 20% of the active members, the Board shall call a special meeting within 30 days of receipt of the request. A special meeting may be called only for a stated purpose. The membership shall be so advised in writing and the business of the special meeting shall be limited to the stated purpose.

(b) ANNUAL MEMBERSHIP MEETINGS: The regularly scheduled meeting in April of each year shall be designated as the Annual Membership Meeting. Reports from Board members and committee chairpersons will be presented, and pertinent Club business will be conducted.

(c) NOTIFICATION: Except as noted in Article VIII, the membership shall be notified in writing of the time, date, and location of any Club meeting at least five days prior to the meeting date. The presence of at least 20% of the active members shall constitute a quorum.

ARTICLE XII – FINANCE

(a) Prior to March 15th of each year, the President shall appoint an auditor to audit the Treasurer’s accounts and submit a report at the annual meeting concerning the Club’s financial status. The auditor shall not be a member of the Board. He or she may enlist the services of others, as needed, to accomplish the audit.

(b) At each regular meeting, a detailed financial report shall be available for inspection by the members.

(c) An annual budget estimate shall be prepared by the Treasurer, with the advice and consent of the Board, for approval by the active members.

(d) A net expenditure of Club funds of between $500 and $1500 at any one time, or a series of directly related expenditures totaling between $500 and $1500, for which there is no budget authority shall require prior approval by a majority vote of the Board (i.e., five affirmative votes) functioning as a committee of the whole. Expenditures of more than $1500, which are not included in the current budget, must be approved by a majority vote of the active members present at a regular or special meeting

(e) Assessments shall not be levied on the membership. The Club is authorized to request and accept voluntary contributions, but such contributions must be placed in the Club’s Treasury and dispensed in accordance with these By-laws.

ARTICLE XIII – PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order Revised shall govern the Club in applicable cases that are not inconsistent with these By-laws.

ARTICLE XIV - AMENDMENT OF THE BY-LAWS

These By-laws may be amended at any regular meeting of the Club by a two-thirds majority vote of the active members present, provided that copies of the proposed amendment(s) were mailed to all active members not less than 20 days before the date of the meeting.

Adopted by Majority Vote, March 15, 2007.  

John Spencer, President                                       Frank Goetschius, Witness