CONSTITUTION AND BYLAWS
SOUTH METRO YOUNG REPUBLICANS
Amended March 16, 2016 - Bloomington
The following are the Constitution and Corporate By-Laws of the South Metro Young Republicans, herein referred to as “The SOUTH METRO YRs.” The SOUTH METRO YRs exist at the pleasure of the MN Young Republican League as a regional chapter and subject to the bylaws and constitution of the MN Young Republican League
Section 1. Active Status/Geographic Bounds
All active and honorary members of the MN Young Republicans (as defined by the MN Young RepublicanBylaws) that reside and vote within the Geographic boundaries outlined below are considered members of the SOUTH METRO YRs.
An applicant for membership who does not reside within the aforementioned geographic boundaries may be admitted as a SOUTH Metro YR member on a case-by-case basis.
Section 2. Dues
There are no separate dues for SOUTH METRO YR membership.
Excepting that — as long as the State Executive Board retains at least the same dollar amount from SOUTH METRO YRs as would normally be required — the Board of Directors may choose to require and/or adjust dues when deemed appropriate by 75% of the Board of Directors.
ARTICLE II.ANNUAL MEETING
Section 1. General
The annual convention of the membership of the SOUTH METRO YRs, herein referred to as the “Convention”, shall be the highest authority within the SOUTH METRO YRs. Such Conventions may amend this Constitution/By-Laws, elect certain members of the Board, and determine the policies and positions of the SOUTH METRO YRs.
Section 2. Timing and Notice
The Convention may be held in conjunction with the MN Young Republican Annual Convention.
Three weeks notice must be given to SOUTH METRO members of the time, date, and place of the Convention.
Section 3. State Convention Voting
Those Active Members of the SOUTH METRO YRs shall be eligible to participate as a delegate at the Annual Meeting.
Each delegate shall have one (1) vote. Active Members shall only include dues-paying members.
ARTICLE III.BOARD OF DIRECTORS
Section 1. Operations of the Board of Directors
A. Membership: The Executive Board (“Board”) shall be composed of the Chair, Treasurer, and Secretary. Up to 3 other officers may be elected at the Annual Meeting.
B. Function: The general management of the affairs of the SOUTH METRO YRs shall be vested in the Board. All powers of the SOUTH METRO YRs shall be vested in the Board, except those specifically vested in the individual officers of the SOUTH METRO YRs Board may delegate from time to time the powers and duties conferred upon it as it shall deem necessary in accordance with State law.
C. Voting: Each member of the Board shall have one (1) vote.
D. Quorum: One half (1/2) of the membership of the Board shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members of the Board present may adjourn a meeting from time to time without further notice until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the members of the Board present may continue to transact business until adjournment, even though the withdrawal of a number of the members of the Board originally present leaves less than the proportion or number otherwise required for a quorum.
E. Regular Meetings: Regular meetings of the Board shall be held at least SIX (6) times during the calendar year.
F. Special Meetings: Special meetings of the Board may be held at any time by order of the Chair or upon written request of not less than fifty percent (50%) of the membership of the Board. Such written request shall be addressed to either the Chair or the Secretary of the SOUTH METRO YRs and shall set forth the general purpose of the meeting requested. Such a meeting shall be held within thirty (30) days after such written request has been received by either officer at such time and place the Chair shall designate.
G. Notice of Meetings: Notice of each Board meeting shall be provided at least seven (7) days in advance to all members of the Board the SOUTH METRO YRs.
H. Acts of the Board of Directors: Except as otherwise required by law or specified in the Articles of Incorporation of the SOUTH METRO YRs or these Bylaws, the Board shall take action by the affirmative vote of a majority of the members of the Board present at a duly held meeting.
I. Rules: Roberts Rules of Order (Latest Revised Edition) shall be adhered to and followed at all meetings of the Board, unless the Board shall adopt alternate or supplemental meeting rules by majority vote prior to commencement of a meeting. The Board shall adopt Regulations of the Board which shall implement the purposes and goals of the SOUTH METRO YRs and set forth the operating and general management programs and policy of the Board.
J. Records: The Board shall cause to be kept a full and complete record of all its proceedings, which records shall be open to inspection by any Active or Honorary Member of the SOUTH METRO YRs at any reasonable time.
K. Presiding Officer: The Chair shall preside over all meetings of the Board. The Secretary shall keep minutes of all meetings of the Board, which shall be furnished to each member of the Board within a reasonable time.
ARTICLE IV.OFFICERS, QUALIFICATIONS, VACANCIES, REMOVAL, APPOINTMENTS
Section 1. Officers elected at the Convention
The delegates shall elect the Officers of the SOUTH METRO YRs as provided in this Article.
Section 2. Officers of the SOUTH METRO YRs
The Officers of the SOUTH METRO YRs shall consist of a Chair, Secretary, Treasurer, and up to three at large officers.
Section 3. Duties of Officers
The Officers of the SOUTH METRO YRs shall have the powers and duties usually incidental to their respective offices, shall be members of the Board, and shall have such additional functions and responsibilities as shall be set forth in the Regulations of the Board from time to time.
Unless such duties are otherwise delegated by the Board of Directors to one or more individual(s) and committee(s), the Officers of the SOUTH METRO YRs shall perform the following specific duties in addition to those set forth hereinabove:
a. Chair - liaison to the MN Young Republican League, Republican Party of Minnesota, the Minnesota Governor’s office and candidates, any federal elected officials and candidates, campaigns within the SOUTH METRO area, and with all other state level public officials..
b. Secretary – Maintain records and take meeting minutes. Manage web content and membership lists.
c. Treasurer – manage and distribute SOUTH METRO YR funds. The Treasurer shall also be responsible for coordinating fundraising and allocating event funding.
d. At Large Officers (3) – Three at large officers may be elected at the discretion of the Board and will perform specified duties as assigned by the Chair
Section 4. Qualifications of Officers and Terms of Office
Any active SOUTH METRO YR member may run for an officer position. All terms of office last one year.
Section 5. Vacancies
If vacances exist, the Chair may appoint an individual for the remainder of the term with the approval of a majority vote by the membership of the Board.
Section 6. Removal of Members of the Board of Directors and the SOUTH METRO YRs
A. Any Officer of the SOUTH METRO YRs may be removed from office or membership for cause by two thirds (2/3) vote of the Board at a meeting called for that purpose, after a hearing preceded by at least fourteen (14) days written or email notice of the time, place, and purpose of the meeting and the reasons asserted for the requested removal from office/membership. At such a meeting, all members of the Board must be present or considered present through electronic communication. Any such removal by the Board may be reversed by the affirmative vote of eighty percent (80%) of the SOUTH METRO YRs’ Active Members at a special meeting called for such purpose.
B. Any member of the Board may be considered for removal from office after two (2) consecutive unexcused absences.
Section 7. Action Without a Meeting
Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing or email, setting forth the action so taken by the number of Board members that would be required to take the same action at a meeting at which all Board members were present.
Section 8. Electronic Communications
A conference among Board members by any means of communication through which the Board members may simultaneously hear each other during the conference constitutes a board meeting, if the same notice is given of the conference as would be required by law or these Bylaws for a meeting, and if the number of Board members participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A Board member may participate in a Board meeting not described above by any means of communication through which the Board member, other Board members, so participating, and all Board members physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by such means described herein constitutes presence in person at the meeting.
Section 9. Absent Board Members
A Board member may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Board member is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting has substantially the same effect as the proposal to which the Board member has consented or objected.
ARTICLE V. NOTICE
Section 1. Form of Notice
For all notices to be provided herein, notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed herein, be deemed effective if delivered personally, by mail, by electronic mail (e-mail) transmission or by facsimile transmission to each individual entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the person at his or her address as it appears on the SOUTH METRO YRs’ record books, with postage thereon prepaid. If delivered by e-mail or facsimile transmission, such notice shall be deemed to be delivered when transmitted through such medium to such person’s e-mail address or facsimile number as such address or number appears on the SOUTH METRO YRs’ record books.
Section 2. Waiver of Notice
Any person may waive notice of any meeting. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance at a meeting is a waiver of notice of that meeting, except where the person objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the items may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.
ARTICLE VI. AMENDMENTS
This Constitution/By-Laws may be amended at any Convention without prior notice, except that opportunity for discussion must exist before the passing of such proposed amendment, and at any Special Convention called for that purpose, by a two-thirds (2/3) vote of the delegates present and voting. To amend this Constitution/By-Laws at a Special Convention, notice of the proposed amendments shall be furnished to the Secretary, in writing, and shall send said amendments to the members of the SOUTH METRO YRs at least fifteen (15) days prior to the date of the Special Convention.