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Bylaws

BY-LAWS OF

NEW HAMPSHIRE REPUBLICAN STATE COMMITTEE,

A NEW HAMPSHIRE VOLUNTARY CORPORATION

 

ARTICLE I: The Republican State Committee

            The Republican State Committee is organized under Sections 21 and 22 of the New Hampshire Constitutional Conventions and State Party Conventions Act, RSA 667, and is a New Hampshire voluntary corporation pursuant to the Voluntary Corporations and Associations Act, RSA 292 and shall be referred to herein as the “Committee”.  The Committee shall be composed of the members of all the county and city committees as selected pursuant to Articles V and VI of these bylaws and New Hampshire state law.

 

1.  Purpose:                                                                                                       

          The Committee shall have the ultimate responsibility for all of the affairs of the Republican Party in the State of New Hampshire. The Committee is established primarily for the political purposes herein set forth, subject to the provisions of New Hampshire RSA 292 and the provisions of Section 527 of the Internal Revenue Code of 1986, as amended (the "Code"), and for any purpose for which an organization may be exempt under Section 527 of the Code and, with respect to all of the foregoing purposes, to carry on exempt function purposes within the meaning of Section 527 of the Code. 

          The principal purpose of the Corporation shall be to influence the selection, nominating election or appointment of individuals to federal, state, or local public office or office in a political organization. The Corporation may directly or indirectly accept contributions or make expenditures for this purpose.

 

2.  Duties:

           It shall be the responsibility of each member of the Committee in their respective town, city or region to participate fully in their Local/Regional and County Committees consistent with local/regional and county bylaws, to help recruit and elect Republican candidates and to promote the general welfare of the Republican Party.  The State Chairman shall provide direction to all Republican county, town, city, ward and regional chairmen on their duties and responsibilities in accordance with State Statute (RSA 658:2).  The State Chairman shall schedule regular meetings with Republican leaders of the Executive and Legislative branches of State Government to help develop and promote a legislative agenda and strategy that are consistent with the Party Platform. The State Chairman shall develop and implement a communications strategy and programs that support the Party Platform, the Republican Party and Republican candidates. Insofar as it is practicable, the Committee’s members shall be consulted concerning committee matters, Party matters, and campaign activities affecting the towns, cities or regions in which they reside.

 

3.  Meetings:

            Meetings of the Committee may be called on the initiative of the State Chairman or shall be called by the Chairman upon the written request of fifty members of the Committee, or at least one-third of the members of the Executive Committee.  Notice of any such meetings shall be mailed to each member at their last known address at least ten days before the day of the meeting, provided, however, that when in the opinion of the State Chairman and one-third of the Executive Committee an extraordinary or emergency situation exists requiring lesser notice, a meeting may be called by the Chairman provided each member is notified by mail at least five days before the day of the meeting.  At least one regular meeting of the Committee shall be called by the State Chairman in each calendar year.  Meetings of the Committee shall be governed by the current edition of “Robert’s Rules of Order”, except when such rules are inconsistent with these bylaws.  The bylaws will prevail when inconsistent with the above rules of order.

 

4. Qualifications:

            Members of a County or City Republican Committee shall be registered Republicans who live within the respective County or City.

4a. Any registered Republican who, at the same time joins or allows his or her name to be used in support of a political committee or a defined group of individuals that in title or effect is intended to be understood by the public to be a committee or group comprised in whole or in part of members of the Republican Party endorsing a candidate for elected office from another political party, when there is a candidate nominated by the Republican Party for that office, shall be disqualified during the then present and the next biennium from holding an office of the State Committee or any County or City Committee, from being a member of the Executive Committee and from being a member of the State Committee. The Executive Committee may wave this disqualification in the event that the Republican candidate is deemed to espouse beliefs or ideology in direct contradiction with the principles or platform of the Republican Party prior to the establishment of any such group.

5. Vacancies:

            If any member of a County or City Committee changes their party registration to anything other than Republican, no longer lives within the county or city, dies or submits a written resignation to the Committee, then they shall cease to be a member of the Committee and a vacancy shall exist.

            The Chairman of the County or City Committee shall provide written notice of the vacancy to the Chairman of the Republican State Committee. The members of the County or City Committee may vote to replace that member at a duly noticed meeting. The names of the new members shall be read into the minutes of the next State Executive Committee Meeting.

 

 

ARTICLE II:  Officers of the Committee & their Duties

 

1.  General:

            Officers of the Committee need not be members thereof at the time of election.  Any officer may be removed at any time by a majority of the members of the Committee or by a majority of the members of the Executive Committee.  No vote to remove any officer shall be valid unless each member is notified of the proposed action by mail at least five days before the vote is taken.  No officer of the Committee as defined in Article II, Section 2, shall participate in any primary contest on behalf of any candidate for a Republican nomination.  They shall remain strictly neutral in any such primary contest.  Any officer of the Committee must resign from his or her office to engage in activities on behalf of a candidate in a primary contest.  No leaves of absence shall be granted for that purpose.  In the event an officer resigns to participate in a primary, he or she will not be eligible to serve as an officer until the following biennium. (Also see Article I Sec. 4a)

 

2.  Officers:

            The Officers of the Committee shall consist of a Chairman, a Vice Chairman, an assistant to the Chairman for Recruiting, a Federal Election Commission Compliance Officer, five area Vice Chairmen, a Finance Chairman, a Secretary and an Assistant Secretary, a Treasurer and an Assistant Treasurer.

 

3.  Methods of Election:

            The officers of the Committee, with the exception of the FEC Compliance Officer (appointed by the Chairman), Finance Chairman and the Assistant to the Chairman for Recruiting, shall be elected at a regular meeting of the Committee, which shall be held on a date set by the State Chairman during the month of January in the calendar year immediately following a biennial election.  The three aforementioned officers, who shall be appointed by the Chairman, must also be confirmed by a majority vote of the Executive Committee. Officers shall be required to attend personally or be represented at all Executive Committee meetings.  Officers who fail to attend at least half of the meetings set by the Chairman within a calendar year, either in person or by representation, shall be deemed to have resigned from their office.

 

4.  Duties:

A.  Chairman:  The Chairman shall be the chief executive officer of the Committee.  The Chairman shall preside at all meetings of the Committee and Executive Committee.  The Chairman shall have the power to sign contracts and hire and terminate employees on behalf of the Committee.  The Chairman shall serve as spokesperson for the Committee.  The Chairman shall be a person of established standing in the party who has the respect and support of Republicans generally.  The Chairman shall have general supervision of the work and affairs of the Republican Party.  The Chairman shall have the power to make temporary appointments to fill any vacancy with respect to which the Committee or Executive Committee is authorized to act, to be effective until permanent action shall be taken with respect thereto by the Committee or its Executive Committee.  The Chairman may appoint Legal Counsel to advise the Committee on all legal matters.  The Chairman shall organize the state convention and shall appoint committees and chairmen of committees as necessary for the proper conduct of the convention.  The convention organization shall include, but not be limited to, the following committees: Organization, Credentials, Rules, Resolutions, and Platform.  The Chairman shall notify all persons of their election to any office or position on the Committee and shall cause them to be informed of the nature of their duties.  The Chairman is responsible for maintaining an updated record of the names, addresses, and phone numbers of officers and members of the State, County, Local/Regional Republican Committees on file at the Committee’s headquarters.

 

B.  Vice Chairman: The Vice Chairman shall serve under the direction of the Chairman and shall assist the Chairman in the performance of his or her duties as specifically assigned by the Chairman.  The Vice Chairman shall preside at meetings when the Chairman is absent.  Upon resignation or death of the Chairman, the Vice Chairman shall automatically become Chairman for the remainder of the biennial term.  An election for Vice Chairman shall be conducted at the next meeting of the Executive Committee, to be elected by the voting members of the Executive Committee.

 

C.  Area Vice Chairmen: The Area Vice Chairmen shall be officers subject to the direction of the Committee and its Executive Committee.  The Area Vice Chairmen shall work at the direction of the Chairman in carrying on the work of the Party and in implementing the policies of the Committee and its Executive Committee.  The Area Vice Chairmen shall, subject to the direction of the Chairman, serve a liaison for party affairs in their respective areas:  Area 1 – Carroll, Coos and Grafton Counties; Area 2 – Rockingham and Strafford Counties; Area 3 – Hillsborough County; Area 4 – Cheshire and Sullivan Counties; Area 5 – Belknap and Merrimack Counties.

 

D.  Finance Chairman:  The Finance Chairman shall be appointed by the State Chairman with the approval of the Executive Committee.  The Finance Chairman shall assist the Chairman in fundraising activities and work with the Chairman in the submission of a budget to the Committee and its Executive Committee and will strive for an unencumbered balanced budget. Under the direction of the Chairman, the Finance Chairman shall implement such programs as the Committee or its Executive Committee shall approve to obtain financial support for the Committee.  The Finance Chairman, either in person or by representative, shall give a report on the present fundraising activities and projected fundraising activities.  The Chairman shall establish a Finance Committee, whose primary purpose is to establish and implement a program for raising funds, and may include creating subsidiary committees and event committees as necessary.

 

E.  Treasurer and Assistant Treasurer:  The Treasurer shall keep a true record of all funds received and disbursed.  The Treasurer shall assist the Chairman in preparing and submitting to the Executive Committee a proposed budget and will strive for an unencumbered annual balanced budget.  The Treasurer shall from time to time advise the Executive Committee of the Committee’s financial condition and advise the Executive Committee of any expected shortfall in the Committee’s proposed income.  The Treasurer shall also be responsible to ensure all reporting requirements under Section 527 of the 1986 Internal Revenue Code, as amended (the "Code") are completed.  The Assistant Treasurer shall assist the Treasurer in the discharge of his or her duties.  The Chairman shall from time to time designate one or more persons, who may or may not include the Treasurer or Assistant Treasurer, to sign all checks of the Committee; provided, however, that all expenditures, disbursements and transfers of the Committee’s funds shall have the prior approval of the State Chairman or, if delegated by the Chairman, the Vice Chairman and the Treasurer or Assistant Treasurer.  An audit of all funds shall be conducted every twelve months, and upon the time that a new Chairman takes office if an audit has not been conducted within the previous three (3) months.  Such an audit shall be performed by a professional certified public accountant, chosen by the State Chairman with the approval of the Executive Committee.  The results of this audit shall be reported back to the Executive Committee. The Treasurer shall discharge his/her duties on behalf of the Republican Party as required by State Statutes (RSA 664:13) and federal law.

 

F.  Secretary and Assistant Secretary:  The Secretary shall keep an accurate record of all proceedings of the Committee, the Executive Committee, and of all subcommittees.  The individual shall perform the duties and assume the responsibilities usual to the office of Secretary.  The Assistant Secretary shall assist the Secretary in the performance of these duties and shall serve in the absence of the Secretary.

 

ARTICLE III:  The National Committeeman and Committeewoman

 

            The National Committeeman and Committeewoman shall be elected by a majority vote of the members of the Committee at the Republican State Committee meeting immediately prior to the Republican National Convention.  Candidates at the time of the nomination need not be convention delegates to be eligible.  In the event or resignation, death or incapacity  of a National Committeeman or Committeewoman, the State Chairman shall call and conduct a meeting of the Committee pursuant to this Article to elect a replacement to serve until the time of the next meeting called pursuant to the first sentence of this Article. This method of election of the National Committeeman and Committeewoman shall take effect beginning in January 2004.

 

            The National Committeeman and Committeewoman shall have the same responsibility along with the Chairman to represent New Hampshire’s interest on the National Committee and to work to preserve our first in the nation primary.  During all Presidential and State Primaries the Committeeman and Committeewoman must remain strictly neutral and may not publicly or privately support, assist or endorse any one candidate over another.  In the event that the Committeeman or Committeewoman resigns in order to participate in a Primary, he or she will not be eligible to run for election at the immediate subsequent election of the National Committeeman or Committeewoman. (Also see Article I Sec. 4a)

 

ARTICLE IV:  The Executive Committee

 

1.  Composition:

            The Executive Committee shall consist of the Chairman, the Vice Chairman, the National Committeeman, the National Committeewoman, the Finance Chairman, the Treasurer, the Assistant Treasurer, the Secretary, the Assistant Secretary, the Assistant to the Chair for Recruitment, the five Area Vice Chairmen, the ten County Chairmen, the City Chairmen who qualify under Article VI, the President of the New Hampshire Federation of Republican Women,  the President of the New Hampshire Young Republican Federation, representatives, designated in writing, of each Republican member of the United States Senate and the House of Representatives, of the Republican Leader of the New Hampshire State Senate, selected by a majority vote of the Republican Caucus, of the Republican Leader of the New Hampshire House of Representatives, selected by a majority vote of the Republican Caucus, of the Republican Governor and one Republican member of the Executive Council (chosen among themselves).  The Executive Committee shall meet at least six times per year, at the call of the State Chairman or upon the call of at least one-third of the membership thereof.  The State Chairman shall preside at all meetings of the Executive Committee.  The Executive Committee shall have all the powers, authority and responsibility of the Committee between meetings of that body, and its decisions shall be effective until permanent action shall be taken by the Committee.

 

2.  Duties:

            When the Committee is not in session, the Executive Committee shall have full charge of the affairs of the Committee and shall have all the powers and authority of the Committee including, without limiting the generality of the foregoing, the power to fill any vacancy among the officers of the Committee or in the membership of the Advisory Committee, or in any other office of the Party for which no other provision is made.  The Executive Committee shall have the power to fill vacancies at Primary and other elections with respect to which the Republican State Committee is authorized to act under State Statute, except that vacancies involving the office of Governor, United States Senator or Representative in Congress shall be filled only by the Republican State Committee.  Meetings of the Executive Committee may be called by the Chairman on his or her own initiative, and shall also be called by him or her upon the written request of at least one-third of the members of the Executive Committee.  Notice of any such meeting shall be mailed to each member at his or her last known address at least ten days before the day of the meeting, provided, however,  that when, in the opinion of the State Chairman an extraordinary or emergency situation exists requiring lesser notice, a meeting may be called by the Chairman provided that telephone contact is made and/or notice is given at least forty-eight hours before the time of the meeting and that a quorum for emergency situations shall consist of at least one-third of the Executive Committee. (Also see Article I Sec. 4a)

 

3.  Compensation:

            Members of the Executive Committee shall receive no compensation for attendance at regular or special meetings or for services rendered to the Committee.

 

4.  Executive Committee Participation in Meeting By Electronic Device:

            A member of the Executive Committee may participate in a meeting of the Executive Committee by means of telephone conference or similar communication equipment enabling all members of the Executive Committee participating in the meeting to hear one another.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

5. Conflict of Interest:

            To avoid a conflict of interest or the appearance of impropriety, a member of the Executive Committee of the Republican State Committee shall not participate in nor be present for any matter in which they, their spouse or dependent has a private interest that may directly or indirectly affect or influence the performance of their duties. Further, a member shall not disclose or use confidential or privileged information acquired in the performance of their duties for personal benefit or for financial gain. The Executive Committee may vote to remove from office any person who violates these provisions. (Also see Article I Sec. 4a)

 

ARTICLE V: County Committees

 

1.  Composition:

            As provided by State Statutes (RSA 661:10, RSA 667:22), each County and recognized city shall have a County and City Committee comprised of the number of members apportioned to it by the State Convention of the Republican Party, and the members of each County Committee shall be elected by the Party nominees and delegates from each County and city to the State Convention as provided by such statute.  Members so elected shall be designated as members of the Committee, with voting privileges.  These members of the Committee shall elect the officers of the County or City Committee.  County or City bylaws shall encourage the acceptance of additional members, but such members of the local committee shall not be members of the Committee and are not allowed to vote for the officers of the County or City Committee.  County or City Committees shall encourage the designation of  “social”, “associate”, “county” or other similar named members to have voting privileges in all other matters which do not constitute official Committee business. (Also see Article I Sec. 4a)

 

2.  Meetings:

            It shall be the duty of a County Chairman to notify all town and city chairmen to either: (1) hold a caucus for the purpose of establishing within 45 days following the election of County Officers, or (2) file with the State Chairman a copy of its previously adopted bylaws and a list of officers and committee members for the town and city who have been elected in accordance with those bylaws after published notice of meetings.  The County Chairman shall also provide the State Chairman with the names, addresses and phone numbers of officers and members of the County and local Republican committees.  In the event that a town or city fails to organize, the County Chairman may appoint a temporary chairman for the purpose of establishing an organization in said town or city.  They shall hold that office until the close of an organizational meeting which must be held by the end of February in the year following the biennial election.  In the event that the county fails to organize by the end of February in the year following the biennial election, or the County Chairman fails to appoint a temporary chairman of any town or city herein provided, then the State Chairman will make such appointment and undertake all steps to conduct an organizational caucus.

 

3.  Caucuses:

            The State Chairman will also call biennial meetings of the County and City Committees for the purpose of holding a caucus to elect members of the Committee.  These meetings must take place during the period beginning immediately following the biennial election and ending by December 15^th.  All qualified registered Republicans nominated shall be included on the ballot for consideration of election at these meetings. The State Chairman will be responsible for notifying all members by mail at least 10 days before the day of the meeting. Only members of the Committee shall elect the county and city committee officers.

 

ARTICLE VI:  City Committees

1.  Composition:

            Any city or town whose population is equal to or greater than the population of the least populous county shall qualify for representation by their City  or Town Committee Chairman on the Executive Committee.  Members of the Executive Committee shall vote to accept application for representation by the city or town committee upon demonstration by the city or town committee of eligibility based on population.  The Executive Committee may vote to deny representation whenever the city or town committee is unable to demonstrate eligibility.  All cities or towns whose committees are represented on the Executive Committee shall be referred to as City Committees. (Also see Article I Sec. 4a)

 

2.  Meetings:

            City Committees shall organize their caucuses in compliance with Article V, Section 2 and Section 3, the provision governing County Caucuses.

 

ARTICLE VII: Regional Committees

 

            Regional Committees may be formed for the purpose of carrying out State Committee activities and strengthening party unity within county lines. A regional committee shall be composed only of members who are residents of towns or cities that form a contiguous land area and shall have been created and approved by a vote of the Executive Committee.

            Creation of a regional committee shall not affect the overall membership or governance of the State Committee. However, upon approval and formation of a regional committee, such regional committee shall have the right to elect their own officers, adopt their own bylaws and conduct activities of the State Committee within their respective area. (Also see Article I Sec. 4a)

 

ARTICLE VIII:  Procedures Generally Applicable to Committees, Boards, and Other Groups Hereunder

 

            The following provisions shall govern the conduct of operations of all bodies governed by these bylaws:  At least one-fourth of the total membership of any body shall be necessary to constitute a quorum.  Each member shall have one vote, and must be present to vote.  In the event there is a vote for more than two candidates for one office, and if no candidate obtains a majority on the first ballot, then a second ballot shall be taken which will be limited to the two candidates having the largest number of votes on the first ballot. 

            Unless otherwise specifically provided, notice of any meeting shall be given by mailing a notice thereof to each member at their last known address at least ten days before the day of such a meeting.  Nominations for all offices may be made by nominating committees provided that nominations may also be made from the floor.

            In these bylaws the words chairman and vice chairman shall be used without respect to the sex of the holder of the office.

 

ARTICLE IX:  Amendments

 

            Amendments to the bylaws may be submitted in writing, along with a brief explanation for the proposed amendment by a member of the Committee to the Executive Committee.  The Executive Committee will meet to discuss and consolidate such proposed amendments and shall place proposed amendments on the agenda of the next meeting of the Committee.  All members will be notified of proposed amendments to the bylaws prior to the meeting of the Committee.  Amendments to these bylaws will require a two-thirds majority of those present and voting for adoption, and will take effect at the close of the meeting of the Committee at which they are adopted.

 

ARTICLE X:  Calendar Year

 

           The Committee shall adopt a calendar year-end for tax and accounting purposes.

 

ARTICLE XI:  Waiver of Notice

 

           Whenever any notice is required to be given to any member of the Committee or member of the Executive Committee by these By-laws or the Articles of Agreement or the laws of the State of New Hampshire, a waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to giving notice.

 

ARTICLE XII:  Indemnification

 

           Personal Liability of members of the Committee, members of the Executive Committee and Officers.  Each member of the Committee, member of the Executive Committee, and officer shall be indemnified by the Committee against personal liability to the Committee or its members for monetary damages for breach of fiduciary duty as a member of the Committee, member of the Executive Committee, or Officer, or both, except with respect to:

1.  Any breach of the member's, Executive Committee member's, and/or officer’s duty of 
     loyalty to the Committee or its members;

2.  Acts or omissions which are not in good faith or which involve intentional misconduct or a
     knowing violation of the law; or

3.  Any transaction from which the member, Executive Committee member or officer, or both,
     derived any improper personal benefit.

 

 

ARTICLE XIII:  Tax Exempt Status

 

           These By-laws of the Committee shall at all times be so construed and limited as to enable the Committee to qualify and to continue qualifying as a voluntary committee organized and existing under the provisions of Chapter 292 of the Revised Statutes Annotated of the State of New Hampshire, as amended, and as a tax exempt political organization organized and operated for any purpose for which an organization may be exempt under the provisions of Section 527 of the Code.