UTAH FEDERATION OF REPUBLICAN WOMEN, INC.
BYLAWS

ADOPTED OCTOBER 21, 2006
AS REVISED APRIL 16, 2007

ARTICLE I     NAME

The name of this organization shall be “Utah Federation of Republican Women, Inc.” (UFRW).

ARTICLE II   PURPOSE

 The purpose of this organization shall be:

To promote an informed electorate through political education and activity,

To increase the effectiveness of women in the cause of good government

through active participation,

To facilitate cooperation among women’s Republican clubs,

To foster loyalty to the Republican Party and to promote its principles and

candidates in all elections, including non-partisan elections,

To support the objectives and policies of the Republican National Committee and the Utah Republican Party, and

To work for the election of the Republican Party’s nominees.

 

ARTICLE III  UFRW  MEMBERSHIP 

SECTION 1:   Membership

An individual member in good standing is one whose current dues are paid

to a UFRW affiliated club.  A club in good standing is one whose current dues and service charges are paid.

a)         Membership in this organization shall be open to any Republican Women’s Club of ten (10) or more members whose bylaws provide for at least five (5) meetings a year (where circumstances do not allow more frequent meetings), payment of annual dues and service charges and whose bylaws provisions do not conflict with UFRW and/or NFRW bylaws.

b)     A club must submit a new roster of officers to the UFRW Corporate Secretary within thirty days of a change in officers.

c)     All applications for membership shall be sent to the UFRW President on a New Club Application form. Certificates of membership will be forwarded as soon as the Executive Committee has approved the application and given notice to the Board of Directors.  A copy of the club’s bylaws, list of officers, a membership roster, dues and service charges shall accompany application for membership.

d)   Associate membership:  Republican women who have membership in a federated local club are eligible for associate membership in other local clubs upon payment of the required annual dues. Associate members cannot hold office, vote, or be counted for the purpose of determining the number of delegates to the UFRW convention. When a woman joins more than one club, she must declare her primary club membership to the Treasurer and Membership Chair of each club she joins.

  1. Republican men are eligible for associate membership upon payment of the required annual dues to the local club. They cannot hold office, have a voice or vote, or be counted for the purpose of determining the number of delegates to the UFRW convention. Republican men who are associate members in local clubs do not become UFRW members.

e)       At-large membership. An individual may become an at-large member of UFRW, by paying the dues approved for this membership category approved by the Board of Directors directly to UFRW, without being a member of a club. An at-large member will not be eligible to hold a UFRW elected office or have a vote at convention, but may attend and have voice at meetings and be appointed to serve on committees.

SECTION 2:   Removal from Membership

A club may be removed from membership by a two/thirds (2/3) vote of the Executive Committee for the following reasons:

a.)       Non-payment of dues and service charges by the annual deadline

b.)       Supporting an opposition candidate or supporting a non-Republican candidate.

c.)       Failure to hold at least five (5) general meetings within a twelve (12) month     period.

d.)      Affiliation with any political organization not officially recognized by NFRW or the RNC.

e.)      The assets, upon dissolution of a local club shall be distributed to the UFRW.  None of the assets shall be distributed to any member or officer of the organization.  The right to use of the name of a dissolved club shall revert to UFRW.

SECTION 3:  Reinstatement of Membership:

A club, removed by membership for any cause, may be reinstated by filing an application and by a two-thirds (2/3) vote of the Executive Committee. A club which has been inactive must pay dues for at least ten members and a service charge for the current year.

ARTICLE IV.   OFFICERS and their DUTIES

Section 1:The OFFICERS of this organization shall be:  President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Corporate Secretary, and Treasurer. UFRW officers shall be elected at the biennial convention.  They shall hold office for a term of 2 years or until their successors are elected.  No officer shall be eligible to serve for more than 2 consecutive terms in the same office.  An officer who has served more than half of a term shall be considered as having served a full term. Elected officers shall assume their duties January 1 following the biennial convention regardless of when installation takes place.

Section 2.        Eligibility:

Each elected or appointed UFRW officer, as well as members of Standing and Special Committees, shall be a member in good standing in a UFRW club.

Section 3:         DUTIES of the President

a).        To preside at all meetings of the Board of Directors and the Executive Committee.

b).        To represent UFRW at all times or to designate someone as her representative in her absence or inability to do so.

c).        To appoint all Standing Committees except the Nominating Committee.

d)                  To appoint all Special Committees and Advocates.

e)                  To appoint chairs and vice chairs of standing committees.

f)                   To appoint Special Officers: Parliamentarian. Historian, Corresponding Secretary, and RWPAC Liaison.

g)                  To appoint an Auditor to audit the Treasurer’s accounts and report her findings at the Fall Conference and Biennial Convention.

h)                  To prepare a program of action after consultation with the chairs of standing committees for presentation and approval by the Board of Directors.

i)                    To be an ex officio member of all committees except the Nominating Committee.

j)                    To co-sign checks with the Treasurer.

 

Section 4.  Duties of the Vice Presidents

The Vice Presidents in their order shall perform the duties of the President in her absence.

Each Vice President shall be responsible for a geographic area assigned by the President.

The Vice Presidents shall perform such other duties as may be assigned to them by the President.

 

Section 5.   Duties of the Corporate Secretary:

a)  To record minutes of all meetings of the UFRW Board of Directors and Executive Committee.

b)  To be custodian of ALL records

c)  To keep an accurate roster of clubs, their officers, and members

d)  To issue notices and conduct the general correspondence of the UFRW or to direct general correspondence to be conducted by the Corresponding Secretary if appointed by the President.

e)  To perform such other duties as may be assigned to her by the President.

 

Section 6.    Duties of the Treasurer:

a)  To be custodian of all UFRW funds.

b)  To collect all dues and service charges from the clubs and notify clubs who are in arrears.

c)  To co-sign checks with the President or another authorized Executive Committee member.

d)  To disburse funds as directed by the Executive Committee or Board of Directors within the approved budget.

e)  To make written reports of receipts and disbursements at all meetings and as directed by the President.

f)   To be chairman of the Budget Committee.

g)  Upon request, to provide the Auditor access to the books and all relevant documents to enable her to perform an audit at least annually.

Section 7    Officers’ records

All officers and all committee chairmen and vice chairmen shall deliver all records, files and properties of UFRW to their successors at installation.

Section 8    Removal of Officers

An officer may be removed from office by two-thirds (2/3) vote of the Board of Directors for the following reasons:

a)  Failure to qualify as a dues-paying member.

b)  Failure to support the Republican Party ticket, advocating a split ticket, or supporting a candidate on an opposition ticket.

In the event any elected or appointed officer or chair finds herself unable to continue to serve, she shall serve written notice to the President and deliver all records, files, and properties of UFRW to the President or her designee.

ARTICLE V.      POLICIES AND PROCEDURES

Policies and procedures shall be listed in the UFRW Handbook.

ARTICLE VI:  BOARD OF DIRECTORS, EXECUTIVE COMMITTEE, AND TRUSTEES

a)  The Executive Committee shall consist of the elected officers as voting members. The Immediate Past President, National Committeewoman, and Utah Republican Party designee will serve as ex-officio non-voting members.

b)  The Executive Committee shall oversee finances within budget, assist committees with their assignments, and assist the President at her direction.

c)  The voting members of the Executive Committee (the currently elected officers) shall serve as the Trustees of the Corporation.

d)  The Board of Directors shall consist of the elected officers, Immediate Past President, Club Presidents, and Standing Committee Chairs as voting members. The National Committeewoman, Utah Republican Party designee, and Special Committee Chairs will serve as ex-officio, non-voting members.

e)  The Board of Directors shall approve a budget presented by the Budget Committee, vote on delegates to the NFRW Convention, elect a Nominating Committee at the Fall Leadership Conference in even years, and receive the report of the Nominating Committee in odd years.  The Board of Directors shall approve changes in bylaws after a 30-day notice, shall approve any and all expenditures not in the approved budget, and shall set policy and approve actions in an election year.

f)   The Executive Committee shall be authorized, in its sole discretion, to remove for cause from membership or from any UFRW office or position of any kind, by a two-thirds (2/3) vote, any UFRW member, officer or any member of the UFRW Board of Directors or UFRW appointee. Cause for such removal shall include, with limitation, the failure or refusal to support the policies and objectives of UFRW, as stated in the Bylaws or any act or omission intended to cause or having the effect of causing damage to UFRW or its reputation or financial stability. Without limiting the generality of the foregoing, the initiation of litigation or any other adversary proceeding against UFRW or in which UFRW is a named defendant or respondent, shall constitute cause for removal and UFRW shall be entitled to recover from such member, officer or appointee its attorney’s fees and other costs and expenses relating to any such litigation or proceeding if the UFRW shall substantially prevail therein.

 

ARTICLE VII:   COMMITTEES

a)  The standing committees shall be: Bylaws, Campaign, Fundraising, Legislation and Mobilization, Membership, Program and Public Relations.

b)  The standing committee chairs and vice chairs shall be appointed by the President.

c)  The Standing Committees shall serve a term of 2 years to coincide with the term of the elected officers.

d)  The duties of the standing committees shall be outlined in the UFRW Handbook.

e)  The UFRW President shall have the authority to appoint and establish all committees.

f)   The UFRW President shall have the authority to appoint Special Officers, Special Committees, and Advocates. Special Officers shall include Auditor, Parliamentarian, Historian, and Republican Women’s PAC Liaison. Special Committees and Advocates may include, but not be limited to, Scholarship, Education, Caring for America, Awards, Americanism, Seniors, Regents, Women’s Health, Armed Forces, College Republican Women Liaison, and Teenage Republicans Liaison.

g)  The UFRW President shall be an ex officio member of all committees except the Nominating Committee.

ARTICLE VIII   MEETINGS

a)  The Board of Directors shall meet at a minimum of 3 times per year at the Official Call of the President.  Notice is to be delivered 30 days in advance.

c)  The Executive Committee shall meet quarterly at the Official Call of the President.  Notice is to be delivered 30 days in advance.

d)  UFRW’s Biennial Convention shall be held in the fall during odd-numbered years at such time and place as shall be determined by UFRW’s Board of Directors.  The Call for the Biennial Convention shall be sent to all clubs at least 60 days prior to the convention.

The voting body of a convention shall be:

1)  Two delegates from each club, and for each ten (10) members one additional delegate based on per capita dues paid on membership July 1st of the Convention year. Each Club is entitled to send an equal number of alternate delegates to the Convention.

2)  Members of the Board of Directors

3)  Past State Presidents

4)  The Delegates shall be elected by the membership of each club. The election shall be made not less than two (2) weeks prior to the convention and names shall be sent to the UFRW Corporate Secretary on blanks provided for that purpose and as prescribed in the Official Call for the Convention.

5)  In the absence of a delegate, an alternate may vote.  There shall be no proxy voting.

e)  The UFRW Leadership Conference shall be held in non-convention years.  The Fall Conference shall include the Board of Directors as well as Special Committee Chairs, Advocates, and Special Officers.  Notice of the Fall Leadership Conference shall be delivered 30 days before the conference with an Official Call that includes the time, date, place and cost of the Conference.

f)  A quorum for meetings shall be a majority of the members of the Board of Directors, to include not less than three elected Officers and five voting members of the Executive Committee. If a Club President is unable to attend, she may send another club officer to represent her club and cast her club’s vote.

g)  Special meetings may be called by four members of the executive committee or board of directors with 5 days notice.  Only business specified in the call of the meeting may be transacted.

h)  A quorum for a Special Executive Committee meeting shall be five voting members. A quorum for a Special Board of Directors meeting shall be 25% of the voting members of the Board of Directors to include three elected officers.

i)  Members of the Executive Committee and/or the Board of Directors are expected to attend those respective meetings as one of the responsibilities of their positions. In the event a member of the Executive Committee or Board of Directors is unable to attend a meeting in person, she may attend by teleconference upon prior notice to the President. A member attending by teleconference will be counted as present at the meeting, and will be included in the quorum count.

ARTICLE IX   NOMINATIONS AND ELECTIONS

a)  The Nominating Committee shall be elected by the Board of Directors at the Fall Leadership Conference held in even years.

b)  The Nominating Committee shall consist of seven members including not less than one and not more than three members of the Executive Committee. There shall also be one alternate. If the state is divided into regions, there shall be a minimum of one member from each region.

c)  The Nominating Committee shall present to the Convention Delegates a proposed slate of officers for election at the UFRW Convention.

d)  The Nominating Committee shall present the Official Slate to the membership with the Call to Convention.

e)  The Nominating Committee shall select a Chair at its first meeting.

f)  The Nominating Committee shall consider candidates from all clubs in the State of Utah.

g)  All deliberations of the Nominating Committee are to be kept strictly confidential.

h)  Candidates for nomination shall be current in their dues and be an active member of a club.

i)   Nominations may be made from the floor. Permission to do so must be given by the candidate before her name is placed in nomination.

j)   If two or more people are running for an office the election shall be by secret ballot.

k)  Election judges are to be appointed by the Convention Elections Chair.  A minimum of three election judges from three different clubs shall be appointed.

l)   If a mid-term vacancy occurs in an elected office, it shall be filled by election at an Executive Committee meeting, except that a vacancy in the office of President shall be filled by the First Vice President, with an election to be held to fill the office of First Vice President. The notice of vacancy shall be delivered with the Official Call for the meeting.

ARTICLE X:   NFRW CONVENTION DELEGATE SELECTION

a)  Delegates to the NFRW Convention shall be elected at the Summer Board of Directors meeting in odd-numbered years.  Notice of the election shall be included in the Official Call to the Board Meeting.

b)  Nominations shall be made from the floor.

c)  If more than two persons are nominated to be delegate for one position the vote shall be by secret ballot.  The UFRW President shall appoint election judges representing three different clubs.

d)  Alternates shall be elected in the same manner.

e)  Proxy voting shall not be allowed.

 

ARTICLE XI: ENDORSEMENTS

It shall be UFRW policy that UFRW elected officers and local clubs may not “officially” endorse Republican candidates (including those for President and Vice President of the United States) who have opposition until the primary election is over.  Individual club members, however, are free to work for, support, or endorse candidates of their choice, as long as it is not done in the name of UFRW or a local club.

 

ARTICLE XII:   DUES, FEES AND FINANCE

a)  The annual dues for each UFRW member shall include $2.00 for the UFRW in addition to the amount established from time to time by the NFRW for its per capita dues.

b)  The deadline for dues and service charges to be submitted by clubs to UFRW is January 15th. The name, address, telephone and fax numbers and email address of each member is to be submitted with the dues.  All additional dues are to be submitted monthly.

c)  A service charge of $10.00 for UFRW shall be submitted with the January 15th dues and the NFRW service charge.

d)  A Budget Committee chaired by the Treasurer shall prepare a budget to be presented for adoption at the first Board of Directors meeting held each year.

e)  The Auditor shall review the Treasurer’s books at least annually.  The Auditor shall prepare a report to be presented to the Board of Directors at the Fall Conference and at the Biennial Convention.

f)   The fiscal year shall be January 1 through December 31.

 

ARTICLE XIII:    PARLIAMENTARY AUTHORITY

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

 

ARTICLE XIV:  AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote provided that notice of the proposed amendment has either:

1.)  been sent to each member at least 30 days prior to the meeting, or
2.)  been submitted in writing at the previous regular meeting.

ARTICLE XV:     DISSOLUTION

UFRW may be dissolved by a two-thirds vote at a meeting of UFRW’s Board of Directors, provided that notice of the proposed dissolution has been submitted in writing at the previous meeting and has been sent by mail to all member clubs. In the event of dissolution, the Board of Directors shall, after payment of all liabilities, costs, and expenses of UFRW, distribute any remaining assets to the National Federation of Republican Women. No funds or assets shall be distributed to, or inure to the benefit of, any UFRW member or officer.