Bylaws

Bylaws of the Young Republican Federation of Virginia, Inc.

Article I. Object.

The Federation shall exist to promote the Republican principles of personal liberty and responsibility, fiscal integrity, and a strong national defense. In order to accomplish this objective, the Federation shall establish throughout the Commonwealth, a system of Young Republican Clubs. The Federation shall assist these clubs in attracting young men and women who share our commitment to these principles; educating them, encouraging their participation in the nominating and other internal processes of the Republican Party of Virginia, and organizing them into an effective force to secure the election of Republican candidates to all levels of public office.

Article II. Members.

Section 1. Membership. A Club consisting of ten (10) or more Active Club Members, organized within the Commonwealth of Virginia shall be eligible for membership, provided that it has been recognized by the Chairman of a Unit Committee or District Committee of the Republican Party of Virginia with authority in the geographic area in which the Club is organized and that the Club not be a member of any other State or National Young Republican organization. A Club shall be entered on the rolls of the Federation when granted a charter by the Executive Board.

Section 2. Charters. The Executive Board may grant a charter for no longer than one year. All charters shall expire on March 15 unless renewed by payment of per capita dues set by the Executive Board and the filing of an Active Club Members roster. Such filing shall be made by certified, return-receipt mail or digitally-authenticated e-mail with the Corresponding Secretary.

Section 3. Initial Charters. The Executive Board may grant a charter when the Corresponding Secretary certifies that an Executive Board member has attended not less than one meeting of the Club and that the Club has filed (1) a governing document not inconsistent with these Bylaws; (2) an Active Club Member roster listing the members’ names, birth dates, addresses, telephone numbers, e-mail addresses, and Congressional Districts, and designating the officers; (3) a letter of recognition demonstrating the Club’s qualification under Section 1 of this Article; and (4) per capita dues set by the Executive Board.

Section 4. Charter Renewal. The Corresponding Secretary shall notify all chartered clubs of the requirements for charter renewal between January 1 and January 31 of each year. Such notice shall be made by certified, return-receipt mail or by digitally-authenticated e-mail.

Section 5. Limitation on Active Club Members. An Active Club Member must be a legal and qualified voter under the laws of the Commonwealth of Virginia wwho is at least eighteen (18) and not yet forty-one (41) and who is not an active member of the College Republican Federationof Virginia No Active Club Member of one club may also be an Active Club Member of another club. Each Club must certify that its Active Club Members meet these qualifications when the Club files its roster.

Section 6. Per Capita Dues. Each club shall be required to pay to the Federation per capita dues in an amount to be set by the Executive Board at its first meeting following each Annual Meeting of the Federation.

Section 7. Charter Filings. Upon request of an Officer, a District Representative or a Club Chairman, the Corresponding Secretary will provide a copy of any filings made by a Club for the purpose of receiving or renewing a charter.

Section 8. Club Chairman. Each Club shall designate a Chairman to receive notices from and make filings with the Corresponding Secretary. Chairmen are responsible for providing changes of postal address or e-mail address to the Corresponding Secretary in a timely fashion. This information shall be maintained with the name of each Club on the rolls of the Federation.

Article III. Officers and Duties.

Section 1. Officers. The Officers of the Federation (“Officers”) shall be a Chairman, a Vice Chairman, a Recording Secretary, a Corresponding Secretary, a Treasurer, a Young Republican National Committeeman, a Young Republican National Committeewoman, and two (2) Representatives to the State Central Committee of the Republican Party of Virginia (“State Central Representatives”).

Section 2. District Representatives. There shall be one District Representative for each Congressional District in which at least one club is chartered.

Section 3. Duties. There shall be one District Representative for each Congressional District in which at least one club is chartered.

a. Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Federation.

b. Chairman. The Chairman shall represent the Federation at meetings of the State Central Committee of the Republican Party of Virginia and the National Committee of the Young Republican National Federation.

c. Vice Chairman. The Vice Chairman shall be responsible for the establishment and chartering of new clubs.

d. State Central Representatives. The State Central Representatives shall represent the Federation at meetings of the State Central Committee of the Republican Party of Virginia.

e. Young Republican National Committeeman; Young Republican National Committeewoman. The Young Republican National Committeeman and the Young Republican YRFV Bylaws in effect as of 2005 Convention National Committeewoman shall represent the Federation at meetings of the 1 National Committee of the Young Republican National Federation.

f. District Representatives. The District Representatives shall represent the Federation at meetings of the District Committee for the Congressional District from which they are elected and shall be responsible for the chartering and development of clubs in that District.

Section 4. Terms of Office. Officers shall be elected to serve for two years or until their successors are elected. District Representatives shall be elected to serve for one year or until their successors are elected. Officers’ and District Representatives’ terms shall begin at the end of the annual meeting at which they are elected. No Officer may serve more than three (3) consecutive terms and no individual may hold more than one office concurrently.

Section 5. Qualifications to Hold Office. Each Officer and District Representative shall be an Active Club Member of a club holding a charter from the Federation, and, in the case of District Representatives, be a legal and qualified voter under the laws of the Commonwealth of Virginia in the District from which he is elected.

Section 6. Vacancies.

a. A vacancy occurs whenever an incumbent fails to attend in person or by proxy two (2) consecutive meetings of the Executive Board. A vacancy occurs in the office of Young Republican National Committeeman or Young Republican National Committeewoman whenever an incumbent fails to attend in person or by proxy more than (1) meeting of the Young Republican National Committee each year. A vacancy occurs in the office of State Central Representative or District Representative whenever an incumbent fails to attend in person or by proxy two (2) consecutive meetings of the Official Committee of the Republican Party of Virginia on which they serve.

b. The Chairman may appoint an individual qualified to hold office to carry out the duties of an Officer or District Representative. Such Acting Officer or Acting District Representative shall have no vote on the Executive Board and shall serve at the pleasure of the Chairman.

c. The Executive Board may elect an individual qualified to hold office 1 to fill a vacancy, provided that notice of the vacancy is given at a prior meeting or in the notice of the meeting at which the election is to occur.

d. Any vacancy occurring after an Annual Meeting at which no candidate filed for the position, may only be filled by the Executive Board upon the payment of the filing fee set for candidates at the Annual Meeting.

e. A vacancy in the office of Chairman shall be filled by the Vice Chairman and a vacancy shall occur in the office of Vice Chairman.

Section 7. Redistricting. In the event of a change in the number or boundaries of Congressional Districts, any District Representative who no longer lives within the Congressional District from which they were elected shall become an at-large member of the Executive Board. Any Congressional District for which no District Representative has been elected shall be treated as a vacancy and filled in the same manner as other vacancies.

Section 8. Election of Officers to State Party Offices. If the Chairman is elected to the State Central Committee of the Republican Party of Virginia, the First Vice Chairman, or, if the First Vice Chairman is unavailable, another Officer shall serve as a representative on the State Central Committee. If either of the State Central Representatives is elected to the State Central Committee of the Republican Party of Virginia, he shall become an at-large member of the Executive Board. The vacancy created shall be filled in the same manner as other vacancies.

Section 9. Appointed Officials. The Chairman may appoint, subject to the approval of the Executive Board, committees and their chairmen, an Executive Director, a General Counsel, who shall be a member of the Virginia State Bar, and such other officials as may be required to carry out the program of the Federation. Appointees shall serve at the pleasure of the Chairman.

Section 10. Removal from Office. An Officer or District Representative may be removed by resolution specifying the grounds for removal, adopted by three-fourths vote after twenty-one (21) days notice.

Section 11. Involvement in Nominating Contests. No Officer or District Representative, in his official capacity, shall endorse any candidate for the Republican nomination, nor shall he endorse any candidate in a partisan election not nominated by the Republican Party unless no candidate has been nominated by the Republican party.

Article IV. Executive Board.

Section 1. Composition. The Officers, the District Representatives, Club Chairman and the immediate past Chairman shall constitute the Executive Board. Committee Chairmen, appointees of the Chairman, and any officer of the Young Republican National Federation who meets the Qualifications to Hold Office (Article III, Section 4, infra.) shall have all the privileges of membership, but shall not have a vote.

Section 2. Powers and Duties. The Executive Board shall have general supervision of the affairs of the Federation between its conventions, fix the hour and place of conventions, make recommendations to the Federation, and perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Federation, and none of its acts shall conflict with action taken by the Federation.

Section 3. Meetings. The Chairman shall call not less than four meetings of the Board each year. Notice of the meeting must be made to all members at least twelve (12) days in advance of the meeting by first-class mail or by e-mail.

Section 4. Action without Meeting. Except for removal of Officers or District Representatives and the filling of vacancies, the Board may act without a meeting upon the written approval of two-thirds of all voting members of the Board.

Section 5. Actions Relating to Club Charters and Annual Meeting. The Board shall not adopt or amend a standing rule relating to the approval or renewal of charters or the conduct of the Annual Meeting after December 1 of the preceding year.

Article V. Conventions.

Section 1. Annual Convention. The Executive Board shall call an Annual Convention between April 1 and May 31 each year. Officers and District Representatives shall be elected at Annual Conventions in odd-numbered years.

Section 2. Special Meeting. The Executive Board may call a Special Meeting by majority vote.

Section 3. Notice. Notice of the date, time and place of a convention must be made to Club Chairmen not less than thirty (30) days prior to the date of the meeting by first-class mail or e-mail.

Section 4. Delegates. Each club chairman shall provide to the Federation Chairman, or his designee, the names of convention delegates from the club at least seven (7) days prior to the convention by certified mail, return-receipt requested, or by digitally-authenticated e-mail. Only Active Club Members may be delegates. In addition to the names of delegates, the Chair shall list the Congressional District in which the delegate is registered to vote. Substitutions may be made upon approval of the Credentials Committee. Only Clubs who hold charters as of March 15 may send delegates to the Annual Convention.

Section 5. Convention Committees. There shall be a Credentials Committee and a Rules Committee. The committee chairmen shall be appointed by the Federation Chairman. The members shall be appointed by the Regional Vice Chairmen. All appointees shall be active members of a Club. No person may serve on both committees.

Section 6. Nominations and Elections.

a. The Federation shall not have a nominating committee.

b. Any delegate may make nominations for Officer or District Representative, unless the Executive Board includes filing requirements in the meeting call. If such requirements are set, only those meeting the requirements may be nominated. All such requirements must be included in the notice of the convention, issued pursuant to section 3, supra.

c. If filing fees are set, they may not exceed five hundred dollars ($500) for Chairman, First Vice Chairman, and State Central Representative or one hundred dollars ($100) for any other Officer or District Representative.

d. Candidates shall be elected only by majority vote.

e. Delegates in Congressional District caucuses shall elect District Representatives for their respective Congressional Districts.

Article VI. Contracts, Loans, Check and Deposits.

Section 1. Contracts. The Executive Board may authorize an officer or officers, executive director and staff, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be assumed on behalf of the organization and no evidence of indebtedness shall be issued in the name of the organization unless authorized by a resolution of the Executive Board.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the organization shall be signed by such officer or officers, executive director and staff, agent or agents of the organization in such manner as shall from time to time be determined by the Executive Board.

Section 4. Deposits. All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies or other depositories as the Executive Board may select.

Section 5. Indemnification. In carrying out the powers and duties granted to and imposed upon them under or by virtue of these Bylaws, the Directors, officers and employees of the organization shall be indemnified against and held harmless from personal liability for any expense, damage and/or loss (including reasonable attorneys' fees) arising out of or resulting from their acts or failures to act, except to the extent that such a loss or damage may be occasioned by their willful misconduct.

Article VII. Parliamentary Authority.

The rules contained in Robert's Rules of Order Newly Revised shall govern the Federation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Federation may adopt.

Article VIII. Amendments.

Amendments to these Bylaws may be proposed by the Executive Board or by any member Club of the Federation. An amendment may be adopted by a two-thirds (2/3) vote at any Annual Meeting or special meeting, provided that the amendment has been sent to the Chairmen of each member Club of the Federation not less than thirty (30) days prior to the meeting. Amendments proposed by a member Club must be received by the Corresponding Secretary not less than sixty (60) days prior to the meeting.

Article IX. Validity.

These Bylaws adopted as a restatement in 2002 and amended in 2004, 2005 and 2006, pursuant to the Articles of Incorporation, supercede all previous governing instruments of the Federation.