Denver Metro Young Republicans

THE Young Republican Organization for the Seven-County Metro Denver Area

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The great principles of right and wrong are legible to every reader; to pursue them requires not the aid of many counselors. The whole art of government consists in the art of being honest.
Thomas Jefferson, 1775

DMYR Bylaws

BYLAWS OF THE DENVER-METRO YOUNG REPUBLICANS  

ARTICLE I - DEFINITIONS

1.1 The “Association” shall mean the Denver-Metro Young Republicans, a Colorado nonprofit association.

1.2 The “Constitution” shall mean the constitution of the Association adopted by the members of the Association on February 26, 1985, as amended or restated from time to time.

1.3 “Active Member” shall mean an active member of the Association as defined further in Section 3.1.

1.4 “Bylaws” shall mean the bylaws of the Association as amended from time to time.

1.5 “Majority” shall mean a number greater than half of the total.

1.6 “Plurality” shall mean a number of votes cast for a candidate in a contest of more than two candidates that is greater than the number cast for another candidate.

1.7 Where a pronoun is used in these Bylaws, the masculine shall include the feminine and the feminine shall include the masculine.

ARTICLE II - PRINCIPAL MEETING LOCATION AND OTHER OFFICES

2.1 Principal Meeting Location and Other Offices. The principal meeting location of the Association shall be determined by the Board of Directors. The Association may, in the discretion of the Board of Directors, keep and maintain such other offices as may be necessary or convenient for the business of the Association. 

ARTICLE III -MEMBERS

3.1 Active Members. Any person between the ages of eighteen (18) and forty (40), inclusive, who (i) is a resident of the State of Colorado; (ii) a citizen of the United States of America; (iii) adheres to the purposes of the Association as set forth in the Constitution; (iv), is a registered member of the Colorado Republican Party, and (v) has paid his/her annual dues as required in Article IX below, shall be deemed an Active Member of the Association and shall be entitled to all the privileges accorded an Active Member under the Bylaws and Constitution.

3.2 Associate Members. Any person who does not satisfy all of the requirements for active membership listed in Section 3.1 but who nevertheless adheres to the purposes of the Association as set forth in the Constitution and who has paid his annual dues as required in Article IX below shall be deemed an Associate Member of the Association. Associate Members may neither vote nor hold any office in the Association but may participate in all other activities of the Association and may serve on such committees as deemed appropriate by the officers.

3.3 Honorary Members. Any person worthy of special distinction by the Association in recognition of outstanding service to the Association, the Republican Party, or the community at large may be elected an Honorary Member of the Association by the affirmative vote of two thirds of the Active Members. Honorary Members may neither vote nor hold any office in the Association but may participate in all other activities of the Association.

3.4 Number. There shall be no limit on the number of members of the Association in any membership class.

ARTICLE IV -MEETINGS OF THE ASSOCIATION

4.1 Annual Meeting. The annual meeting of the Association shall be held at 6:30 p.m. on the fourth Tuesday of March of each year at the principal Association meeting location, or at such other place, and/or on such other date and time, as may be designated in notice given pursuant to Section 4.4. At each such annual meeting the officers of the Association for the next ensuing year shall be elected by a majority of the Active Members present and voting as provided in Section 8.4.

4.2 Regular Meetings. The Association shall hold regular meetings on the fourth Tuesday of every month of each year at the principal meeting location of the Association, or such other time and date, or place, as may be designated in the notice thereof, unless cancelled, postponed, or changed by action of the President or a majority of the Board of Directors.

4.3 Special Meetings. Special meetings of the Association may be called at any time upon receipt of a written request from (i) the President, (ii) a majority of the members of the Board of Directors, or (iii) a number of Active Members constituting at least ten percent (10%) of the active membership. No matter shall be considered at a special meeting except that stated in the notice of the meeting.

4.4 Notices. Notice of the annual meeting, each regular meeting, and any special meeting of the Association shall be given by a designated Board of Directors Member to Association members prior to the scheduled meeting in accordance with this section. Notice of such a meeting shall be given to each member of the Association stating the date, hour, place, and purpose of such meeting. A notice of a meeting may be given by United States mail or by electronic mail at the last electronic mail address furnished to the Board of Directors for this purpose, and any notice so mailed or sent electronically shall be deemed to have been given at the time it is mailed or sent electronically. Notice may also be given before the meeting in person or by telephone by Board of Directors Members.

4.5 Waiver. Attendance of a member at a meeting constitutes a waiver of notice of such meeting, except when a member attends a meeting for the sole purpose of objection to the transaction of any business because the meeting is not lawfully called or convened, and does not otherwise participate in the meeting.

4.6 Conduct of Meetings. At each meeting of the Association, the President or, in his absence, the Vice President, shall act as Chair of the meeting, and the Secretary/Treasurer or, in his absence, any person appointed by the Chair of the meeting, shall act as Secretary/Treasurer of the meeting.

4.7 Quorum. At all meetings of the Association one fourth of the active membership of the Association shall constitute a quorum for the transaction of business. In the absence of a quorum, the Chair of the meeting may adjourn the meeting from time to time until a quorum is present.

4.8 Proxy Voting. Proxy voting shall not be permitted at any regular meeting of the Association.

ARTICLE V - BOARD OF DIRECTORS

5.1 Powers and Duties. The property, affairs, and business of the Association shall be managed under the direction and supervision of the Board of Directors. Subject to any limitations contained in the Constitution, the Board of Directors shall exercise, on behalf of the Association, all the rights, powers, and privileges granted to the Association as an association not for profit organized under the laws of the State of Colorado in carrying out the purposes set forth in the Constitution. In addition to the powers and duties otherwise vested in or imposed on it by law or the Constitution, the Board of Directors shall have the following powers and duties:

   (a) to provide for sound financial practices in the operations of the Association by reviewing annual operating and capital budgets, and exercising businesslike control over expenditures;

   (b) to establish, approve, and oversee the various activities of the Association as the same may thereafter be implemented by the officers and members of the Association; and

   (c) to adopt and amend the Bylaws upon the affirmative vote of at least two thirds of the general members at a meeting duly called upon notice of such purpose.

5.2 Number. The Board of Directors shall be comprised of all elective officers of the Association. The immediate past President of the Association will be an honorary member of the Board of Directors, but will not have an official vote in Association affairs. The number of members of the Board of Directors may be changed by an amendment to the Bylaws, but no amendment to the Bylaws which decreases the size of the Board of Directors shall have the effect of shortening the term of any incumbent member, or leaving the Board of Directors with an even number of members to avoid tied Board of Directors votes.

5.3 The Officers of the Association. The Officers of the Association shall at all times, by virtue of their positions, be members of the Board of Directors.

   (a) The President of the Association. The President of the Association shall at all times, by virtue of his position, be the Chair of the Board of Directors.

(b) The Vice President of the Association. The Vice-President of the Association shall at all times, by virtue of his position, be the Vice-Chair of the Board of Directors.

   (c) The Secretary/Treasurer of the Association. The Secretary of the Association shall at all times, by virtue of his position, be the Secretary/Treasurer of the Board of Directors.

5.4. Chair. The Chair of the Board of Directors shall exercise overall supervision of the affairs of the Board of Directors and shall preside at all meetings of the Board of Directors. The Chair shall provide leadership to the Board of Directors in formulating, developing, and evaluating the policies and goals of the Association, and in exercising responsibility for the financial condition of the Association. The Chair shall have the power to nominate members and chairmen of, and fill vacancies on, any ad hoc committees created by the officers and shall have such additional authority, powers, and duties as are appropriate and customary for the office of Chair.

ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS

6.1. Annual Meeting. The annual meeting of the Board of Directors shall be held at a time and location of the Board of Directors discretion designated in a notice given pursuant to Section 6.4.

6.2. Regular Meetings. The Board of Directors shall hold regular meetings a time and location of the Board of Director’s discretion designated in the notice thereof unless cancelled, postponed, or changed by action of the President or a majority of the Board of Directors.

6.3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Board of Directors pursuant to a request of the President or any two members of the Board of Directors.

6.4. Notices. Notice of the annual meeting, each regular meeting, and any special meeting of the Board of Directors shall be given by the Board of Directors at least seven days prior to the scheduled meeting in accordance with this section. Notice may also be given at least forty eight hours before the meeting in person, by telephone or by electronic mail and such notice shall be deemed to have been given at the time when the personal or telephone conversation occurs or the electronic mail is sent.

6.5. Waiver. Attendance of a member of the Board of Directors at a meeting constitutes a waiver of notice of such meeting, except where a member of the Board of Directors attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not otherwise participate in the meeting.

6.6. Quorum. At each meeting of the Board of Directors, one third of the members of the entire Board of Directors shall constitute a quorum for the transaction of business and, in the absence of a quorum, a majority of the members of the Board of Directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is present. The act of the majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by the Constitution or these Bylaws.

6.7. Attendance by Telephone. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of telephone conference call, teleconference, or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute attendance in person at the meeting.

6.8. Action by the Board of Directors without a Meeting. Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken and stating that it is being taken by unanimous written consent as provided in these Bylaws, shall be signed by all of the Board of Directors entitled to vote with respect to such action. Such consent may be executed in counterparts and shall be effective as of the date of the last signature thereon, unless a different effective date is stated therein.

6.9. Proxy Voting. Proxy voting shall be permitted at any meeting of the Board of Directors. All proxies must be in writing, signed by the Board of Directors member. The proxy must be delivered to the Chair of the Board of Directors, or in his/her absence, to the Vice-Chair, prior to the vote in question.

ARTICLE VII - OFFICERS OF THE ASSOCIATION

7.1. Officers. The officers of the Association shall be the President, Vice President, Secretary/Treasurer, Membership Director, Political Director, Social Director, and Activism Coordinator. No officer may hold more than one elected office in the Association simultaneously. These seven officers will constitute the Board of Directors.

7.2. President. The President shall be the chief executive officer of the Association and shall have general and active management of the business of the Association. He/she shall preside at all meetings of the Association. The President shall act as a liaison between the Association and the Republican Party of Denver County and the State of Colorado. He shall have such additional authority, powers, and duties as are appropriate and customary for the office of President and chief executive officer, and as the Board of Directors may prescribe from time to time.

7.3. Vice President. The Vice President shall be the officer next in seniority after the President. The Vice-President may negotiate for, enter into, execute, and deliver contracts, deeds, and other instruments and agreements on behalf of the Association as are necessary or appropriate in the ordinary course of its business. The Vice-President shall recommend appropriate objectives, policies, plans, and programs for the Association to the Board of Directors. He shall also perform the duties of the President in his absences and shall have such additional authority, powers, duties, and responsibilities as are prescribed by the President. Upon the removal, resignation, death, or disability of the President, the Vice President shall have and retain the authority, powers, and duties of the President until a successor President is elected pursuant to Section 7.13.

7.4. Secretary/Treasurer. The Secretary/Treasurer shall be the next officer in seniority after the Vice-President. The Secretary/Treasurer shall keep or cause to be kept accurate minutes of monthly meetings, of notices, waivers of notice, attendance, votes, consents, and all proceedings of the Association, the Board of Directors, and any committees of the Board of Directors to be transmitted to Board of Directors and members of the Association, upon request. The Secretary/Treasurer shall also arrange the Agenda for Board of Directors Meetings.

The Secretary/Treasurer shall have charge and custody of the Charter, Constitution, Bylaws, books, reports, statements, and other documents and records of the Association, and shall see that they are properly kept,filed, and brought to meetings of the Association.

The Secretary/Treasurer shall be responsible for the safekeeping of all funds belonging to the Association. He shall receive all moneys paid to the Association and, subject to any limits imposed by the Board of Directors or the President, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Association’s name and on the Association’s behalf, and give full discharge for the same. Subject to the Board of Directors and the President, the Secretary/Treasurer shall have charge of disbursement of the funds of the Association, and shall keep or cause to be kept full and accurate records of the receipts and disbursements, financial transactions, and properties of the Association. He shall deposit or cause to be deposited all moneys and other valuable effects in the name of and to the credit of the Association in such depositories as shall be designated by the Board of Directors. The Secretary/Treasurer shall give a full report of all monies received and expended to the Board of Directors at each regular and annual meeting of the Board.

7.5. Membership Director. The Membership Director shall be the officer next in seniority after the Treasurer. The Membership Director shall make contact with new attendees at Association meetings, secure contact information, and conduct follow up contact with new attendees. The Membership Director will keep an accurate list of active Association membership, contacting Association members for Membership Renewal on a monthly basis as previous yearly memberships expire. The Membership Director will also plan and lead efforts to recruit and maintain members.

7.6. Political Director. The Political Director shall be the officer next in seniority after the Membership Director. The Political Director shall plan and arrange for political activity and encourage the involvement of the association in political activity. The Political Director shall also be responsible for procuring speakers for regular meetings of the Association, formally thanking those speakers on behalf of the Association and the Board of Directors, and initiating and maintaining contact with other groups that may be appropriate for the purposes of the Association.

7.7. Social Director. The Social Director shall be the officer next in seniority after the Political Director. The Social Director shall plan and arrange social activities of the Association, plan and execute major Association Special Events, and look after the social morale of the Association.

7.8. Activism Director. The Activism Director shall be responsible for finding appropriate activism opportunities for members, encouraging members to participate on volunteer work, and tracking activism/volunteer hours for such purposes as the Board of Directors may deem appropriate from time to time.  The Activism Director shall also initiate and maintain contact with such groups as may be appropriate for volunteer work by the members of the Association.

7.9. Qualifications. Each candidate for the position of any office of the Association shall:

   (a) be a registered member of the Republican Party;

   (b) be eligible to remain an Active Member of the Association throughout the following year; and

   (c) either work full-time or be a full-time student or reside in the seven county Denver Metropolitan area (Adams, Arapahoe, Boulder, Broomfield, Denver, Douglas, and Jefferson Counties).

(d) have been a paid member of the Association for at least thirty (30) days prior to the date of election.

7.10. Election. The President, Vice President, Secretary/Treasurer, Membership Director, Political Director, Social Director, and Activism Director shall be elected by a majority of the Active Members present at such annual meeting in accordance with the provisions of Section 8.4.

7.11. Tenure.

   (a) All officers shall serve for a term of one year, and in each case until his successor is duly elected and qualified, unless prior to such time he resigns or is removed. The term of an officer shall otherwise terminate upon the adjournment of the annual meeting of the Association which marks the end of his term as provided above.

   (b) There is no limitation on the number of terms that an Active Member may serve consecutively as an officer of the Association; provided, however, that no member may serve no more than two full consecutive terms in any particular office.

7.12. Removal and Resignation. Any officer may be removed from office at any time, with or without cause, pursuant to a petition in writing filed with the President or Secretary signed by one half of the members of the entire Board of Directors or one third of the active membership, subject in each case to ratification by the affirmative vote of two thirds of the Active Members present at a regularly scheduled meeting or a special meeting called upon notice of such purpose. Any officer may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect upon receipt of such notice or at any later date specified therein and, unless specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. Any elected officer who, without a prior showing of good cause, is absent for three consecutive meetings of the Association (including general business and Board of Directors meetings) shall be deemed to have tendered his resignation to the Board of Directors. However, any such officer who has automatically tendered his resignation in such a fashion shall not be prohibited from seeking re-election to the position as provided in Section 7.13.

7.13. Vacancies. Any vacancy occurring in any office of the Association caused by the removal, resignation, voluntary or otherwise, or death of any officer shall be filled by nomination and the affirmative vote of a majority of the Active Members present at a meeting called upon notice of such purpose, unless provided otherwise in this document. The term of an officer elected to fill such a vacancy shall begin at the time of his election and qualification, and he shall hold office during the un-expired term of his predecessor in office and until his successor shall have been elected and qualified.

7.14. Salaries and Expenses. All officers shall perform their duties for the Association without any compensation other than for direct expenses specifically authorized by, and incurred on behalf of, the Board of Directors.

7.15. Agents and Employees. The Board of Directors may appoint or employ such agents, contractors, consultants, or other employees as it may deem advisable from time to time, and may delegate to any officer of the Association the power to appoint and prescribe the authority and duties of any such agents or employees. Appointment or employment of an agent, contractor, consultant, or employee shall not, in and of itself, create a contract or any other right to compensation for services performed as such agent, contractor, consultant, or employee.

ARTICLE VIII - ELECTIONS

8.1. General Elections. The Association shall hold a general election for the election of all officers at each annual meeting of the Association. As provided in the Constitution, interim officers shall be elected to serve from the date of the adoption of the Constitution until a general election can be held, but not later than 31 days from that date. Interim officers shall satisfy the qualifications set forth in Section 7.9.

8.2. Special Elections. The Association may hold a special election at any time, either at a regularly scheduled meeting or a special meeting called upon notice of such purpose, to fill any vacancy caused by the removal, resignation, voluntary or otherwise, or death of any officer.

8.3. Announcement of Candidacy. All candidates for the Board of Directors shall announce their candidacy to the Secretary/Treasurer or President at the regular meeting of the Association at which the election, general or special, is scheduled to be held in order. All announced candidates shall be given an opportunity to address the members of the Association at this meeting. However, nominations may be made from the floor at the meeting at which the election is held.

8.4. Election of Officers. The first balloting at any general or special election shall be that directed toward the election of officers. The officers shall be elected on separate ballots, with the election of President occurring first, followed by Vice-President, Secretary/Treasurer, Membership Director , Political Director, Social Director, and Activism Director. A majority of the Active Members present and voting shall be required for the election of each officer. In the event a majority is not obtained by any one of the candidates for an office, a run off election shall be held between the two candidates receiving the greatest number of votes. In the event any election results in a tie, successive elections shall be held until one candidate receives a majority of the votes cast. The Board of Directors may delay the filling of any Board of Directors position with a two thirds majority decision of the Board of Directors at the time of any general or special election if they deem field of candidates to be insufficient.

8.5. Closing of Membership Books. The membership books of the Association shall be closed for voting purposes immediately prior to the scheduled election. The Secretary/Treasurer shall give the President a list of the Active Members immediately after the closing of the membership books. This list shall then be made available for inspection to all members of the Association.

8.6 Assumption of Duties. All officers, elected at any meeting of the Association shall assume their duties at the meeting of the Association, or Board of Directors next following their election.

ARTICLE IX - DUES

9.1. Amount. Annual dues for Active Members of the Association shall be $25.00 for individual membership and $40.00 for family membership. Annual dues for Alumni and Associate members of the Association shall be $25.00 for individuals. Honorary members of the Association shall not be required to pay any dues to remain Honorary Members in good standing with the Association.

9.2. Prorating. Annual dues paid by any member of the Association shall keep such member in good standing with the Association only during the fiscal year following the date on which such dues were paid.

ARTICLE X - MISCELLANEOUS

10.1. Endorsement of Republican Primary Candidates. The Association and the officers, in their capacity as officers of the Association, shall not publicly endorse, approve, or disapprove any designated Republican candidate who is opposed by any other designated Republican candidate prior to a primary election; nor shall such endorsements be made in elections for county and state Republican Party officers.

10.2. Officers as Elected Public Officers. No officer of the Association shall hold any elective public office within this state, except the offices of district captain, precinct committeeman, or delegate to any nominating assembly or convention of the Republican Party, during his term as officer. The election of an officer of the Association to such an elective public office shall constitute his automatic resignation from the office held in the Association.

10.3. Public Issues or Referendums. The Association may endorse, oppose, or take any formal position on any public issue or referendum, including these involving amendments or other changes to the rules or bylaws of the Colorado Republican Party. No member or group of members of the Association shall be prohibited from formally endorsing, sponsoring, or opposing any such issue or referendum provided that such member or group of members do not purport to represent the Association on such matters, unless formal Association position has been established.

10.4. Amendment of Bylaws. These Bylaws may be amended, supplemented, altered, or repealed, in whole or in part, by the affirmative vote of two thirds of the entire Board at any regular or special meeting of the Board.

10.5. Fiscal Year. The fiscal year of the Association shall begin on the date of the annual meeting of the Association, i.e., the fourth Tuesday of March in each year.

10.6. Parliamentary Procedure. All business procedures not specifically provided for in the Constitution and Bylaws shall be governed by the most recent edition of Robert’s Rules of Order.

10.7. Repeal of Previous Bylaws. All prior bylaws of the Association are hereby repealed.

The foregoing Bylaws of the Denver-Metro Young Republicans were ratified and approved by the Board of Directors at a duly called meeting of the Board held on March 17, 2009 and shall become effective on March 21, 2009.