Morrison Parker West Side Republican Club, Inc. aka Gertrude and Morrison Parker West Side Republican Club and West Side Republican Club, A Not-For-Profit Corporation
This Club shall be known as the Gertrude & Morrison Parker West Side Republican Club (“Club”).
The mission and purposes for which this Club is formed are:
A. To unite the members of this community in a concerted endeavor, to the best of their ability, to preserve, protect and defend the Constitution of the United States and to support the Constitution of the State of New York; and
B. To promote the general welfare and secure the blessings of liberty to the members of this community and their posterity; and
C. To promote and maintain the best interests of the Republican Party, especially in the 67th and 75th Assembly Districts of the County of New York as constituted by law; and
D. To provide a meeting place for members and their guests and friends, who desire to participate in united endeavors to fulfill the purposes of this Club; and
E. To promote, conduct or participate in such activities and affairs in this community as shall be of assistance in fulfilling the purposes of this Club; and
F. To exercise any and all rights and powers granted or permitted a membership club, organized for the purposes hereinbefore mentioned, by and under the laws of the State of New York; and
G. To perform all functions herein before mentioned without pecuniary profit other than such as may be obtained for the purpose of using such profits to further the purposes of this Club.
H. The Board of Directors shall conduct all corporate acts in accordance with New York State Not-for-Profit Corporation Law, and with all state and federal laws and regulations which may be necessary to obtain and maintain tax-exempt status under applicable state and federal law. The Bylaws shall be maintained at the Club’s principal office in New York State as required by the Act.
I. The Club shall fully comply with all applicable anti-discrimination laws, rules and regulations. In particular, it shall not discriminate on the basis of race, color, sex, national or ethnic origin, or age in its policies and programs.
J. In the event of the dissolution of the Corporation, distribution of assets shall be made in accordance with the provisions of the New York State Not-for-Profit Corporation Law. In no event shall assets be directly or indirectly distributed to, or inure to the benefit of any board of director, Board of Directors member, or former board of director or Board of Directors member, or officer, or former officer of the Corporation.
Section 1. Qualifications: Any citizen or legal resident of the United States who has a general preference for, and sympathy with, the principles of the Republican Party and a desire to promote the purposes of this Club as set forth in Article II above, shall be eligible for membership in the Club.
Section 2. All qualified applicants deemed to be of good character and to be of benefit to the advancement of the purposes of the Club shall be admitted upon the submission of a completed membership application and payment of annual dues and such other fees that may be set by the Board of Directors.
Section 3. Members admitted on the date of or within thirty days prior to the annual meeting or a general meeting of the Club shall be ineligible to vote at said meeting.
Section 4. Levels and privileges: there shall be various levels of membership as determined by the Board of Directors. Members in “good standing” are those who are current in paying their membership dues and all other fees or debt owed to the Club. Every member shall have such privileges of membership in the Club and such eligibility to vote or to be elected to an office of the Club as determined by the Board of Directors.
Section 5. Annual dues shall be payable on a schedule and in the amounts determined by the Board of Directors.
Board of Directors
Sectioin 1. The Board of Directors (“Board”) shall manage the affairs of the Club. The number of directors of the Club shall be at least three or as determined by resolution of the Board from time to time. The directors shall hold office until their successors shall have been elected and qualified by the Board. The Board shall appoint officers of the corporation in accordance with Article V. The Board shall be elected by members at the tri-annual meeting. Any vacancy occasioned by the death, resignation or removal of a director, may be filled by the remaining Board members.
The Board shall support the officers in managing the general affairs of the corporation and shall include the officers of the corporation. The officers of the corporation shall fill vacancies and appoint to the Board those Club members who express a commitment to work to further the purposes of the Club and have been a member in good standing for a minimum of one year. The Board shall consist of a total of not more than fifteen members. Board members must be of “good standing” at the time of the appointment. The level of membership required to serve on the Board will be determined by the Board. The Board shall carry out the activities of the Club and primarily play an advisory role to the officers of the corporation except for such powers specifically granted in these Bylaws.
Section 2. The officers of the corporation shall appoint the members of the Board on an as needed basis between tri-annual elections. Members of the Board shall hold office for a term of three years and until their successors are appointed. Should the number of Board members be less than fifteen then the officers may appoint members to fill the vacancies.
Section 3. The President or the President’s designee shall call a meeting of the Board at least five times per year or as directed by a vote of the Board. Such meetings may be held by electronic means or in person. At the discretion of the President, the President may appoint a designee to preside over the Board meetings. Or in the absence of the President, the meeting shall be called and presided over by the Vice President, Secretary or Treasurer or their Designee. Special meetings may be called by the President or a majority of the Board members.
Section 4. At least five days’ notice of all regular meetings of the Board shall be given to each member thereof by e-mail, text, or any electronic or oral notice. Oral notice may only be given at a Board meeting and documented in the minutes. Special meetings may be held on notice of no less than two days if notice of the business to be transacted therein shall be given, in which event only business of which notice shall have been so given may be transacted in any such meetings.
Section 5. Two thirds (“2/3”) of the members of the Board shall constitute a quorum for the transaction of business. Unless a quorum call is requested, a quorum will be assumed to be present at fifteen minutes after the scheduled start of the meeting.
Section 6. Any vacancy occasioned by the death, resignation or removal of a member of the Board may be filled by the Board.
Section 1. The appointed officers of this corporation shall be a President (or two Co-Presidents), a Secretary, a Vice President (or two Vice Presidents) and a Treasurer. One individual may hold more than one office.
Section 2. Qualifications: All officers must be current members of the Board and qualified for appointment. They must also be members of the Board for a minimum of six months.
Section 3. Duties: the duties of the officers of the corporation shall be as follows:
(a) President. The President or Co-Presidents (“President”) shall be the chief executive and administrative officer of the corporation and shall preside at all meetings of the Club and shall perform all the duties pertaining to that office. The President shall be appointed by the Board and shall hold office for a term of three years and until a successor is appointed. The President or the President’s designee shall preside at all meetings of the Board.
(b) Secretary. The Secretary shall be the custodian of and shall keep a record of all proceedings of the corporation including meetings of the Board, and shall have such other duties as shall be assigned by the Board. The records of the Secretary shall at all reasonable times be open to the inspection of any member in good standing. It shall be the duty of the Secretary to notify members of elections, to keep a roll of Club members and of the Board and to issue notices for all meetings. The Secretary shall be appointed by the Board and shall hold office for a term of three years and until a successor is appointed.
(c) Vice President(s). The President in consultation with the members of the Board shall assign the duties and responsibilities of the Vice Presidents. Vice Presidents shall be appointed by the Board for a three-year term and until a successor is appointed.
(d) Treasurer. The Treasurer shall have the care and custody of all funds of the corporation and shall disperse the same when and as directed by the Board, and shall have such other duties as shall be assigned by the Board. The Treasurer shall deposit the corporation funds in such depository as the Board may designate. He or she shall keep the books provided for that purpose showing all receipts and disbursements, which books shall be open to the inspection of the Board. He or she shall render an account of all transactions and of the financial condition of the corporation whenever requested by the Board, and shall make a full report at the annual meeting of the Club of the financial condition of the Club and of the receipts and disbursements of the past year, with such suggestions as to the financial management of the Club as he or she may deem proper. The Treasurer shall be appointed by the Board and shall hold office for a term of three years and until a successor is elected.
Section 1. The President shall have the power to appoint from the membership of the Club such standing or ad-hoc committees as shall from time to time be deemed advisable to further the best interests of the Club. The chairperson of each such standing committee shall be appointed by the President so far as possible from the members of the Board.
Section 2. Each chairperson of a standing committee shall be responsible for holding regular meetings of such committee and shall report the activities of said committee to the Board at the Board’s regular meetings.
Section 3. The accounts of the corporation shall be audited either by an accountant or by an audit committee to be appointed by the President, as from time to time determined by the Board.
Section 1. The annual meeting of the Club shall be held on a date in June of every year to be designated by the President.
Section 2. Every three years the Club will hold elections for the Board at the annual meeting.
Section 3. Regular general meetings may be set by the President for the purpose of reporting to the membership and the conducting of general Club business.
Section 4. Five members shall constitute a quorum for the transaction of business. If no quorum is present, the presiding officer may adjourn the meeting to any other day within one week, with the same effect as if held as above.
Section 5. A special meeting of the Club shall be held whenever a call is made by the President or a majority of the Board members, and no other business than that specified in the notice shall be transacted at a special meeting.
Section 6. Notices of each annual, regular general, or special meeting shall be announced by e-mail, text or other acceptable electronic notice. Notices of each annual or regular general meeting shall be made at least five days before the date of the meeting. Notices of each special meeting shall be made at least two days before the date of meeting.
Section 1. Any member may be suspended or expelled for cause by a three-fourths majority vote of the members of the Board, and one month’s previous notice in writing having been given to the member with a copy of the charge(s) referred against him.
Section 2. Any Board member or officer may be removed from office for cause at any meeting of the Board, by a like vote, and upon like notice.
Adoption and Amendments
These Bylaws may be altered, amended, or repealed by majority vote of the Board at any regular or special meeting of the Board. The Board may adopt new Bylaws at any regular or special meeting of the Board.
The amendments may be adopted by either electronic vote or at a meeting.
In the event the corporation has been unable to comply with the Bylaws or are not in compliance with New York State Not-for-Profit Corporation Law, the President (s) may appoint Board members as required and change the Bylaws as stated above.
Election of the Board of Directors
Section 1. Once every three years at the annual meeting, the Club shall elect the Board of Directors. The incumbent President shall call the meeting to order and shall preside until a temporary chairperson is elected.
Section 2. A Quorum of the club shall be at least five members in good standing.
Section 3. Unless a roll call is required by these rules, the vote on any question may be taken by a voice vote. A roll call may be taken on any question whenever so requested by one-fifth of the members present.
The Club shall indemnify any director or officer or former officer or director of the Club against all expenses actually and reasonably incurred by him in connection with the settlement or defense of any action, suit, or proceeding, civil or criminal, in which he or she is involved or made a party by reason of being or having been such director or officer. This indemnity, however, shall not extend to matters as to which such person shall be adjudged in such action, suit or proceeding, civil or criminal, to be liable for negligence or misconduct in performance of duty to the Club. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.
Conflict of Interest
Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such a nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and/or vacate his seat and refrain from discussion and voting on said item.
Contracts, Loans, Checks, Expenses and Deposits
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. The Board may pass resolutions from time to time which limit the authority of persons to act on behalf of the corporation.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board.
Section 3. Checks, drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.
Section 4. Expenses. All expenditures over $100 require the approval of at least two members of the Board.
Section 5. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other financial institutions or depositories as the Board may select.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Waiver of Notice
Whenever any notice is required to be given to any director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the New York State Not-for-Profit Corporation Law, 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 deemed equivalent to the giving of such notice.
Section 1. All meetings of the Club and any committee thereof including the Board shall be governed by the rules of parliamentary procedures contained in the current edition of Robert’s Rules of Order Revised, unless inconsistent with these Bylaws or the election law.
Upon adoption of these Bylaws, in order to have an orderly transition, the current members of the Executive Committee as defined by the bylaws dated June 25th, 2017, shall become members of the Board of Directors.
Marcia Drezon-Tepler, President and Stephen M. Evans III, Secretary of the Gertrude & Morrison Parker West Side Republican Club, hereby certify that the document annexed hereto constitutes the Bylaws of the Club, which were adopted by the Board of Directors of the Club by vote on December 1st, 2019, and replaces in its entirety Bylaws dated June 25th, 2017 and amends the certificate of incorporation and these Bylaws are in full force and effect and have not been rescinded, amended, revoked or modified in any respect as of the date hereof
Dated: New York, New York December 1, 2019
Marcia Drezon-Tepler, President
Stephen M. Evans III, Secretary