By-Laws - Oradell Republican Club

Constitution of the Republican Club of Oradell

ARTICLE I: NAME

This organization shall be known as the REPUBLICAN CLUB OF ORADELL (a.k.a. “Oradell Republican Club”) and is referred to herein and in the By-Laws as the “Club”.

ARTICLE II: OBJECT

The object of this organization shall be to identify and promote the principles and objectives of the Republican Party for the purpose of nominating and electing qualified Republican candidates to office, while fostering community support and encouraging volunteerism.

ARTICLE III: MEMBERSHIP

All voters of the Borough of Oradell who are registered as Republicans and who attest their belief in the principles of the Republican Party, shall be eligible for membership in the Club.

ARTICLE IV: OFFICERS

The Officers of the organization shall consist of:

President
First Vice President
Second Vice President
Third Vice President
Recording Secretary
Corresponding Secretary
Treasurer

all of whom shall be elected at the Annual Meeting and shall serve for one year or until their respective successors have been duly elected. Their terms of office shall begin upon their election to such positions at the Annual Meeting.

ARTICLE V: EXECUTIVECOMMITTEE/TRUSTEES

The Executive Committee shall consist of 10 voting members:

The Club Officers (7) as defined in Article IV hereof;
The Republican Mayor of Oradell (0-1);
A Republican member of the Council (0-1), selected from among the Republican members by them, by the Annual Meeting of the Club;
The Republican County Committee Municipal Chairperson (1), if he/she is already a Club Officer then a County Committee member shall be selected from amongst themselves as a person to serve;
Previous Republican Mayor(s) as non-voting member(s).

– Each member of the Executive Committee must be a ‘Member in Good Standing’, as defined in the By-Laws.

– The Executive Committee shall be the Trustees of the Club.

– If there is a person with any of the above 10 voting title(s) and/or position(s) who is unable/unavailable/unwilling to serve or an above position(s) becomes vacated mid-term regardless of reason without being refilled in accordance with these By-Laws; then a ‘Member-at-Large’ of the Club shall be selected by a majority vote of the remaining Executive Committee members, and serve as a replacement with full authority and responsibility as a member of the Executive Committee for the full or remaining term.

ARTICLE VI: PROPERTY

All property of the Club shall be vested in the Trustees.

ARTICLE VII: AMENDMENTS TO THE CONSTITUTION

Any proposed amendment and/or revision to the Constitution shall be first submitted at a duly convened regular or special meeting of the Club in writing signed by not less than five (5) Members in Good Standing, at least two (2) must be Members-at-Large, as defined in the By-Laws.- However, the amendment shall not be moved for adoption until the meeting next succeeding the one at which it was presented.- A copy of the proposed amendment/revision shall be sent by mail to each member not less than ten (10) calendar days in advance of the meeting at which such amendment/revision shall come up for ratification.- Provided a quorum is present at that meeting, a two-thirds vote of the Members in Good Standing present shall be required for the adoption of any amendment/revision.

By-Laws of the Republican Club of Oradell

ARTICLE I: MEMBERS

Section 1: ADMISSION

Every applicant eligible for admission to the Club shall be sponsored by at least one Member in Good Standing who shall present the name of the applicant, together with his or her dues for the current year, at a regular meeting of the Club. There shall be no proration of dues for a member joining after the Annual Meeting. Such applicant shall not be entitled to vote until the next regular meeting. Annual membership commences with the opening of the Annual Meeting and continues until the opening of the next Annual Meeting.

Section 2: VOTING

Any Member in Good Standing shall be eligible to vote on any matter coming before the Club, except as otherwise provided elsewhere in the By-Laws.

Section 3: MEMBER IN GOOD STANDING

A “Member in Good Standing” shall be a person meeting the eligibility requirements of Article III of the Constitution who has been admitted to membership and who is current in payment of dues as provided in the By-Laws.

Section 4: MEMBER-AT-LARGE

“Member-At-Large” is a Member in Good Standing who is not an officer of the Club or an elected official (Mayor, Council, or County Committee).

ARTICLE II: MEETINGS

Section 1: MEMBERSHIP MEETINGS

The term “meeting”, unless otherwise specified, shall mean a duly noticed meeting of the membership at which a quorum is present. The Annual Meeting shall be held on the fourth Thursday in January. The dates of the regular meetings shall be as provided by resolution adopted at the Annual Meeting. Unless otherwise so determined, regular meetings in addition to the Annual Meeting shall be held on the fourth Thursday in the months of February, March, April, May, September and October.- The President must call for a special meeting upon the written request by ten (10) Members in Good Standing of the Club.

Written notice of all meetings shall be sent by prepaid U.S. mail to the address of each Member in Good Standing ten (10) calendar days prior to the date set for such meeting. Electronic mailings may be sent, in lieu of postal mailings, to those members providing email addresses, unless advised otherwise.

Amendment adopted January 23, 2014. A previously scheduled meeting may be rescheduled for cause that cannot otherwise be accommodated by any other provisions of these by-laws, with electronic-mail approval by a majority of the Executive Committee to the Club President, to another day in the week of the pre-scheduled meeting or to a day in the week following the day of the pre-scheduled meeting. Notice of this change shall be sent, five (5) calendar days before the newly scheduled meeting date, by electronic mail to members who have submitted e-mail addresses, and via prepaid U.S. mail to those who have not.

Section 2: QUORUM

Twelve (12) Members in Good Standing shall constitute a quorum for the transaction of business at any duly noticed meeting.

ARTICLE III: OFFICERS

Section 1: QUALIFICATIONS AND DUTIES

All Officers must be Members in Good Standing. The duties of all Officers are as specified by these By-Laws.

Section 2: PRESIDENT

The President shall chair all Club and Executive Committee meetings.- The President shall carry out the usual functions attendant upon the office of President, including general supervision of the affairs and activities of the Club, as well as preparation and dissemination of all meeting agendas.- The President shall appoint the chairperson of all committees except those otherwise provided for in the By-Laws.- The President shall be a member ex officio of all committees, except he/she shall not be a member of the Nominating Committees.

Section 3: FIRST VICE PRESIDENT

The First Vice President shall chair the Program and Public Relations Committees, arrange the programs for the meetings, complete the arrangements for same and shall see that all Club activities are sufficiently advertised.- The First Vice President, in the event of the death, disqualification or resignation of the President, shall succeed to the office of President for the unexpired term.- In addition, the First Vice President shall assume the responsibilities of the President in the event of his/her absence.- If the President and First Vice President are unable to attend a Club meeting, these two senior officers must arrange for another Club Officer to chair the meeting, with a preference given to the Second Vice President.

Section 4: SECOND VICE PRESIDENT

The Second Vice President shall perform the duties of the President at meetings in the absence of both the President and First Vice President, and chair the Membership Committee responsible for recruiting and securing new members and shall appoint three members to said committee.- based on information provided by the Treasurer as topayment of dues, shall maintain the list of all Members inGood Standing. This list shall constitute the official membership list of the Club for all purposes including right to vote; this list shall be brought to all meetings and shall be open to inspection by any Member in Good Standing. Copies of the list should be made available at all meetings and given to any Member in Good Standing who requests a copy. The Second Vice President shall cause a copy of said list to be supplied to the Executive Committee at the close of each month if any changes have occurred during that month.- The Second Vice President shall develop and maintain a ‘gift giving procedure’ acceptable to the Executive Committee for gifts up to $100 to members and their families in the even of death, illness or other occasion deemed appropriate.

Section 5: THIRD VICE PRESIDENT

The Third Vice President shall serve as Chief Communications Officer of the Club and as such shall be responsible for maintaining the Club website and pursuing appropriate avenues of communication using new technology.

Section 6: RECORDING SECRETARY

The Recording Secretary shall record and keep the record of all meetings and proceedings of the Club and of the Executive Committee, and of all other matters deemed necessary or advisable. Meeting minutes must be sent to the President at least 3 calendar days prior to the next meeting.

Section 7: CORRESPONDING SECRETARY

The Corresponding Secretary shall attend to the sending of meeting notices, correspondence, any required filing and other matters in connection with the office of Corresponding Secretary of the Club.- Notices for annual Club dues for the succeeding year shall be sent by the Corresponding Secretary by November 30th.- New members shall be provided with a copy of the Constitution and By-laws by the Corresponding Secretary within one month of joining the Club. In addition, the Constitution and By-laws of the Club must be sent to any member on request by the Corresponding Secretary. Electronic copies may be sent.

Section 8: TREASURER

The Treasurer shall collect and receive all dues and other assessments, shall have custody of the Club’s funds, shall keep regular accounts thereof and submit a report of the financial condition of the Club at each meeting of the Executive Committee and regular membership meeting, and shall deposit all monies belonging to the Club in the Club bank account designated by the Executive Committee within 30 calendar days of receipt by the Treasurer.- The Treasurer will submit an annual budget to the Executive Committee in February.- The Treasurer shall keep an itemized account of all receipts and disbursements with cause for dispersal.- All checks drawn on funds of the Club shall require the signature of the Treasurer, who shall sign such checks only in accordance with the following:

Ordinary expenses up to $100, no separate and/or pre-approval required.
Gifts to/for members and their families shall utilize the Club Treasury up to a maximum of $100. Such gifts shall also require the pre-approval of the President (or another Officer other than the Treasurer or Second Vice President) and the Second Vice President with confirmation that the gift is in accordance with the Second Vice President’s ‘gift giving procedure’. A gift to anyone other than a member and his/her family as mentioned in the ‘gift giving procedure’ requires the pre-approval of a majority of the Executive Committee.
For amounts between $100 and $300, the President or a Vice President shall provide an e-mail or verbal pre-approval recorded by the Treasurer.
Payments from $300 up to $800, only after pre-approval of a majority of the Executive Committee and so recorded.
Any payments of $800 or more, only after pre-approval by a vote of the membership at a duly convened meeting with a quorum present.

Section 9: RETIREMENT FROM OFFICE

All Officers, upon retiring from office, shall, at the close of the Annual Meeting, deliver to their respective successors all money, accounts, record books, papers, passwords, keys and any other property in their possession belonging to the Club. In the event of a mid-term resignation, all Club property in such Officer’s possession shall immediately be delivered to the President, or in the President’s absence, to the First Vice President.

Section 10: TERM OF OFFICE

The regular term of office of all Officers shall commence upon their election at the Annual Meeting and shall continue until their respective successors are duly elected.

Section 11: VACANCIES

Any vacancies shall be filled by the President with the approval of the Executive Committee, provided, however, that if the office of President is vacated, the position shall be assumed by the First Vice President for the unexpired term.- Based on need (vacancies/absences), the Officers shall succeed each other in the order listed in Article III unless a particular Officer prefers not to be advanced to the above mentioned position and wishes to only maintain the position to which he/she was originally elected.

Section 12: SUPPORT OF CLUB CANDIDATES

If an Officer or member of the Executive Committee openly supports the campaign of a candidate other than an official candidate of the Republican Club of Oradell, such Officer or member of the Executive Committee shall immediately resign as Officer or member of the Executive Committee, or be subject to removal for good cause as provided in Article V, Section 2.

ARTICLE IV: ELECTIONS

Section 1: NOMINATION OF CLUB OFFICERS

– The President, at the October meeting, with the approval of the Executive Committee, shall appoint seven (7) members, all Members in Good Standing, to serve as a Nominating Committee for Club Officers. The Members shall be selected as follows:

One (1) Republican member of the governing body (Mayor or Council), selected by the current Republican Mayor/Council Members, if none is available, than a current County Committee person selected by the County Committee, who is not an Officer of the Republican Club.
Two (2) Club Officers (but not the President),
The County Committee Municipal Chair if he/she is not an Officer of the Club; if he/she is an officer of the club, then the County Committee Vice Chair shall serve; if both the Chair and Vice Chair are Club Officers, then the County Committee shall select a member who is not an Officer to serve.
A County Committee person who is not an officer of the County Committee (i.e. Chair or Vice Chair) which the County Committee shall select by a majority vote of their members.
And two (2) Members-at-Large.

– It shall be the duty of this Committee to nominate candidates for the offices to be filled at the Annual Meeting. The Nominating Committee shall nominate no more than four (4) members of the Nominating Committee as Club Officers.

– Other nominations may be made from the floor at the Annual Meeting by any Member in Good Standing.

– All nominees must be Members in Good Standing.

Section 2: ELECTION OF CLUB OFFICERS

The election of Officers shall take place at the Annual Meeting. Elections shall be by written secret ballot, or, if only one candidate is nominated for a position, by acclamation. Each Member in Good Standing who is present at the Annual Meeting and whose name is on the official membership list shall be entitled to vote.

Section 3: NOMINATIONS OF CANDIDATES FOR MAYOR, COUNCIL AND COUNTY COMMITTEE

The President, at the October meeting, with the approval of the Executive Committee, shall appoint seven (7) members, all Members in Good Standing, to serve as a Nominating Committee of Candidates for Mayor, Council and County Committee. The Members shall be selected as follows:

One (1) Republican member of the governing body (Mayor or Council), selected by the current Republican Mayor/Council Members, if none is available, then a current County Committee person selected by the County Committee, who is not an Officer of the Republican Club. The selected elected official shall not have a term that is ending with the upcoming election for which nominees are being chosen.
Two (2) Club Officers (but not the President),
The County Committee Municipal Chair if he/she is not an Officer of the Club; if he/she is an Officer of the Club, then the County Committee Vice Chair shall serve; if both the Chair and Vice Chair are Officers, then the County Committee shall select a member who is not a Club Officer to serve.
A County Committee person who is not an officer of the County Committee (i.e. Chair or Vice Chair) which the County Committee shall select by a majority vote of their members.
And two (2) Members-at-Large.

– The Nominating Committee shall not nominate any of its members as candidate(s) for municipal office. No more than four (4) members of the Nominating Committee shall be nominees for County Committee.

– The report specifying the names of the Nominating Committee members and its nominees shall be sent by e-mail or prepaid U.S. mail to the membership not less than ten (10) calendar days before the March Meeting. Other nominations may be made from the floor at the March meeting by Members in Good Standing. All nominees shall be Members in Good Standing or shall apply for same and pay the required dues before the opening of the March meeting. Voting privileges are delineated in Article 1, Section 1 of the By-laws.

– If in January the selected Municipal Official, an Officer(s) of the Club and/or the County Committee Municipal Chair is replaced/succeeded, those originally selected in October shall continue to serve on the Nominating Committee unless they choose to resign. Any replacements must be in accordance with the aforementioned Nominating Committee selection process.

– Appointed members of the Nominating Committee for Club Officers and Nominating Committee for Municipal Officials/County Committee may be the same or may be different.

Section 4: APPROVAL OF NOMINEES

The approval of nominees referred to in section 3 shall take place at the March meeting. The approval shall be by written secret ballot, or if only one candidate is proposed for a position, by acclamation. Each member in Good Standing who is present at the March meeting and whose name is on the official membership list shall be entitled to vote.- The nominees so approved at the March meeting by the Club membership shall be the official candidates of the Republican Club of Oradell.

ARTICLE V: EXECUTIVE COMMITTEE

Section 1: COMPOSITION

The Executive Committee shall be established as provided in the Constitution.

Section 2: DUTIES

The Executive Committee shall have power to transact the general business of the Club between meetings and shall have such other duties and responsibilities as may be assigned under these By-Laws or by resolution duly adopted by the membership at a duly convened meeting. At each regular or special meeting, the Executive Committee shall report to the membership any actions taken by it since the last meeting.- The Executive Committee by a two-thirds vote of its entire membership may remove any Officer or member of the Executive Committee for good cause or for failure to perform the duties of such office.

Section 3: MEETINGS

Meetings of the Executive Committee shall be held at such times and places as may be deemed necessary, with at least two meetings per annum. Such Executive Committee meetings may be called by the President and shall be called by the President when requested by three (3) members of the Executive Committee.

Section 4: QUORUM

A majority of the members serving on the Executive Committee shall constitute a quorum for the conduct of business (i.e. 6). However, approvals of the Executive Committee specifically called for under these By-Laws shall require the affirmative vote of a supermajority of the entire membership of the Executive Committee (i.e.: 7). In lieu of attendance at an Executive Committee meeting, such vote may be submitted electronically or in writing, signed by the member and filed with the Recording Secretary. For purposes of quorum and voting, each person serving on the Executive Committee shall count as one irrespective of whether such person is serving in more than one capacity specified in the Constitution.

ARTICLE VI: DUES

Section 1: DUES

The Executive Committee may change the annual dues by a two-thirds vote of its members, provided that any change for the following year shall be adopted before and announced at the October meeting of the current year.- Until so changed, the annual dues shall be Thirty Dollars ($30) per annum for the first member of a household and Fifteen Dollars ($15) for each additional resident of that household, defined as a spouse, and/or related family member residing in the same home, providing each meets the membership requirements as defined in the Constitution. All such additional members shall be identified by name at the time of dues payment. Invoices for dues shall be mailed to all members on or before November 30th of the current year, and shall be due and payable by January 15th.

Section 2: DELINQUENT DUES

A member who fails to pay dues by January 15th shall be ineligible to vote at the succeeding Annual Meeting. Members in Good Standing the previous year who fail to pay their dues by January 15th shall be notified at least ten (10) calendar days before the February meeting that unless such dues are paid before the close of the February meeting, such member shall not be eligible to vote on the nomination of Candidates for Mayor and Council and County Committee at the March meeting.

Section 3: REINSTATEMENT

A member who fails to pay required dues before the close of the February meeting as provided in the preceding section may gain reinstatement as a Member in Good Standing by paying the dues at a subsequent meeting, but such reinstatement shall not be effective until the next meeting after the one at which said dues were received. Such dues paid other than at a meeting shall be deemed received at the meeting following such receipt, and therefore the reinstatement shall not be effective until the next meeting thereafter.

ARTICLE VII: FISCAL YEAR

SECTION 1: FISCAL YEAR

The fiscal year shall be from January 1st to December 31st.

ARTICLE VIII: ORDER OF BUSINESS

SECTION 1: ORDER OF BUSINESS

Robert’s Rules of Order, Current Revision, shall govern the parliamentary procedure of the Club insofar as the same are not inconsistent with the Constitution and By-Laws.

ARTICLE IX: AMENDMENTS

SECTION 1: AMENDMENTS

These By-Laws may be amended and/or revised in the same manner as provided for the amendment or revision of the Constitution.

ARTICLE X: DISSOLUTION

The Club may be dissolved by a vote, taken by ballot, at a regular or special meeting at which a quorum is present, provided said meeting shall have been duly noticed as provided in these By-Laws, which notice shall specifically state that Club dissolution is to be voted upon at the meeting, and provided further that such dissolution shall require the affirmative vote of a majority of all of the Club’s Members in Good Standing.- Upon such dissolution, the Executive Committee shall, after paying or making provision for payment of all the liabilities of the Club, deliver any remaining funds or other assets to the Bergen County Republican Organization. No other organization or individual connected with the Club shall be entitled to share in the distribution of any of its assets.

The Constitution and By-Laws were created in 2002. Two amendments were made with regard to dues and e-mail in 2008 and 2009. This proposed total revised version reflects the first comprehensive review of the Constitution and By-Laws since 2002, and reflects the work of the entire By-Laws committee.

Respectfully submitted,

The 2012 Republican Club By-Laws Committee:

Joe Murray, Mayor {Original BL-8 signed 9/5/12, revised at 9/27/12 Club meeting}

Donna Alonso, Councilwoman {Original BL-8 signed 9/9/12, revised at 9/27/12 Club meeting}

Melinda Rabbia, Municipal Chair {Original BL-8 signed 9/6/12, revised at 9/27/12 Club meeting}

Steve Carnevale {Original BL-8 signed 9/9/12, revised at 9/27/12 Club meeting}

Joe Polyniak {Original BL-8 signed 9/5/12, revised at 9/27/12 Club meeting}

Jim Sattely {Original BL-8 signed 9/9/12, revised at 9/27/12 Club meeting}

All of the above Committee Members were determined to be ‘Members in Good Standing’.

RC Meeting Proposed: 9/27/2012

RC Meeting Approved: 10/25/2012

By-Laws & Constitution