Chapter Bylaws

AMENDED AND RESTATED BY-LAWS 
OF 
LOG CABIN REPUBLICANS OF THE HUDSON VALLEY 

Amended: 2006-08-03
Amended: 2003-05-20
Amended: 2002-04-14
Adopted: 2000-09-29

Article I. Name, Address, and Records

Section 1. Name. This organization is called “Log Cabin Republicans of the Hudson Valley” (“LCR/HV”), hereinafter referred to as LCR/HV. LCR/HV is a not-for-profit voluntary association.

Section 2. Address. The legal address of LCR/HV is 214 Mamaroneck Avenue, White Plains, New York 10601. LCR/HV may use such other addresses and telephone numbers, including the use of a Post Office Box for its mailing address, as necessary for the purposes of carrying out its objectives.

Section 3. Records. All required legal, financial, and other records of LCR/HV are to be kept at the legal address of the organization. All such information is to be kept strictly confidential and will only be available to members of the Board or, in accordance with federal, state, or local laws (i.e., pursuant to a warrant), will be available to a government agent, agency, or political subdivision thereof.

Article II. Purpose

Section 1. The primary goal of LCR/HV is to advance the legislative and policy interests of gay and lesbian individuals. To that end, LCR/HV will educate and encourage Republicans to be supportive of gay and lesbian issues, as well as educate and encourage gays and lesbians to be supportive of Republican principles. LCR/HV will specifically work with elected and appointed officials to advocate the development of legislation and policies that:

1. encourage gay and lesbian participation in national, state, and local party activities;
2. provide equal rights to gays and lesbians; and
3. prevent discrimination against, and the harassment of, gays and lesbians.

Section 2. LCR/HV will carry out the mission of Log Cabin Republicans, the national organization (“LCR”), uphold LCR’s principles and good name, and adhere to LCR’s bylaws.

Article III. Membership

Section 1. Purpose. Membership in LCR/HV will constitute an agreement between the member and the Board of Directors that said member is in accordance with the goals of the organization and is willing to uphold its policies and subscribe to its bylaws.

Section 2. Qualifications. Membership is granted to any natural person who is a registered voter in the Republican Party, upon written application to the Secretary and payment of annual dues to LCR/HV (which amount will be determined by the LCR/HV Board). Membership may be granted to other persons at the discretion of the Board, but such members will not be granted voting privileges.

Section 3. Other Classes. Additional levels of supporters, including “President’s Club,” “Sponsor”, “Friend”, “Supporter,” and “Student”, will have such additional requirements and benefits as determined by the Board.

Section 4. Membership List. LCR/HV will provide to the Secretary of Log Cabin Republicans of New York, the state organization (“LCR/NY”), a list of its current members (the “membership list”). The membership list will be updated on a semi-annual basis, or at such greater frequency as need may be, and be promptly furnished on request to the Secretary of LCR/NY.

Section 5. Meetings. The membership of LCR/HV will meet at least once per annum, in January or at such other time as determined by the Board, to elect Directors to the Board (the “Annual Election”). Additionally, the membership will meet at least once per annum, in February or at such other time as determined by the Board, in a plenary session (the “Annual Plenary”). Other meetings of the membership may be called by an Absolute Majority Vote of the Board (a “Special Meeting”). Sufficient notice of any meeting is deemed to have been met on ten business days’ advanced note of such meeting.

Section 6. Quorum. The members present at any duly called meeting of the members constitute a quorum.

Section 7. Voting. At any meeting of the members, each member present shall be entitled to one vote. Upon demand of any member, any vote for Directors or upon any question before the meeting shall be by ballot. The record eligibility of voting rights shall be set fourteen days before the date of the meeting. A member must satisfy any and all outstanding financial obligations to LCR/HV in order to be eligible. Proxy voting is not permitted.

Section 8. Inspector of Election. The Board in advance of any meeting of members may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the presiding officer may, and on the request of any member entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall announce the results at the meeting and make a certificate of the result of the vote taken and of such other facts as may be required by law.

Article IV. Board of Directors

Section 1. Power and Number. The property, affairs, and activities of LCR/HV shall be managed and controlled and its powers exercised by the Board of Directors. The number of Directors constituting the entire Board shall be seven.

Section 2. Qualifications. Directors must, when nominated, be registered voters in the Republican Party and voting members in good standing of LCR/HV. Directors must, once elected, maintain their membership in good standing of LCR/HV and any failure to do so will be grounds for removal, as further defined under Article VII.

Section 3. Election and Term of Office. Commencing with the Annual Election to be held in 2003, the Directors shall be divided into two classes, as nearly equal in number as possible as determined by the Board, one class to hold office initially for a term expiring at the Annual Election to be held in 2004, and another class to hold office initially for a term expiring at the Annual Election to be held in 2005. At each Annual Election, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the Annual Election held in the second year following the year of their election and until their successors are elected.

Directors shall be elected by a plurality of the votes cast or by membership action without a meeting pursuant to other rules for membership action as stated in these bylaws. Directors may be elected to consecutive terms.

Section 4. Vacancies. Newly created Directorships, or vacancies created by death, resignation, or removal, may be filled by vote of a majority of the Directors then in office, or by a vote of the membership at a Special Meeting for that purpose. The Directors so elected shall serve until the next Annual Election.

Section 5. Duties. The Directors are charged with the general duty of the governance of the business of LCR/HV, as members of the Board, and may also have special duties assigned to them from time to time by the Board or its Officers. Additionally, the Directors are charged with the responsibility of the following:

1. Ensure Adequate Resources: The Directors will ensure that LCR/HV has access to sufficient resources with which to carry out its mission, and will be responsible for fund-raising, outreach, growth, and development.
2. Manage Resources Effectively: The Directors will approve an annual budget; remain accountable to the membership; and ensure fiscal responsibility.
3. Enhance the Public Image: The Directors will articulate LCR/HV’s mission, accomplishments, and goals to the public, as well as garner support from important members of the gay and lesbian community, the political community, and the community-at-large.
4. Maintain Accountability and Legal Integrity: The Directors are legally responsible for LCR/HV and assume full responsibility in all contract and other legal matters, including compliance with federal, state, and local laws and regulations.
5. Mission and Purpose: The Directors will enforce LCR/HV’s mission as articulated in these bylaws.
6. Assess Performance: The Directors will perform a periodic assessment of its goals and programs to determine the effectiveness of such goals and programs in carrying out LCR/HV’s mission.
7. Recruit: The Directors will be responsible for recruiting new members to LCR/HV, as well as recruiting such members to fill vacancies and open positions on the Board.

Section 6. Meetings. The Board shall meet on a monthly basis, or more frequently as determined by the Board, at a place and time agreeable to the majority of the Board as best determined by the Board. A special meeting of the Board may be called by the President or by an Absolute Majority Vote of the Board.

Section 7. Quorum. Unless otherwise indicated by these bylaws, a quorum at a meeting of the Board is two-thirds of the members of the Board then in office. In the event that a quorum is not reached at a meeting, the meeting will be rescheduled to a date such that notice of such rescheduling may properly be given.

Section 8. Voting. Unless otherwise provided for in these bylaws, all votes of the Board at a Board Meeting will be determined by Majority Vote, and additionally:

1. Proxy voting is not permitted.
2. Board members may be counted as being present at meetings by means of conference telephone or such other digital means of communication that is or has yet to be conceived; however, such accommodations are not required to be made and are subject to the discretion of the Board.
3. A Board member’s voting rights are suspended if he or she has not paid his or her current dues to LCR/HV, if any, in addition to the dues of LCR (as such will be determined by LCR).

Section 9. Business between meetings. When necessary, the Board may conduct business between meetings without calling a physical meeting, provided, however, that with respect to any such business to be conducted:

1. Each of the Directors is to be notified of the business to be conducted.
2. Each of the Directors is to be given an opportunity to speak on the issue.
3. Any and all communications between the Directors must be in writing and must be simultaneously copied to all other Directors.
4. Any vote taken must be passed by an Absolute Majority Vote of the Board and, for the purposes of this Article IV, Section 9, the total votes is equal to the number of Directors.
5. The vote taken by each Director must be in writing and such vote must be copied to all other Directors.
6. Any motion to table such business until the next regularly scheduled meeting of the Board, or at a special meeting of the Board pursuant to these bylaws, if seconded, will be deemed to have passed and such business will be so tabled.

Section 10. Compensation. No compensation shall be paid to Directors.

Section 11. Conflicts of Interest. In connection with all actions taken by the Directors with respect to any contract or transaction between the Board and one or more of its Directors, or between the Board and any other corporation, firm, association, organization, or other entity in which one of more of the Directors are Directors or Officers or have a substantial financial interest, affiliation, or other significant relationship, each interested Director shall:

a.       disclose to the Board the material facts as to such Director’s interest in such contract or transaction and as to any such common directorships, offices, or substantial financial interest, affiliation, or other significant relationship, which disclosure shall be duly recorded in the minutes or resolutions relating to such actions;

b.       abstain from voting on any such contract or transaction.

Interested Directors present at a meeting of the Board but so abstaining shall be counted in determining a quorum.

Section 12. Advisory Members. The Board may appoint such advisory members to the Board as it deems appropriate. The terms of all advisory members shall expire at each annual membership meeting, unless earlier terminated by the Board. Advisory members shall be entitled to notice of, to attend, and to participate in all meetings of the Board. Advisory members shall not be entitled to vote.

Section 13. Public Candidacy. A Director who runs for elective office shall resign temporarily from the Board upon certification for the ballot. Such resignation becomes permanent upon election to office, and the Board seat becomes vacant.

Article V. Officers

Section 1. Position. All officers hereinafter described (the “Officers”) are also Directors of the Board. The following positions constitute the Officers of the Board: President, Vice-President, Secretary, and Treasurer.

Section 2. Qualifications. All Officers must meet the qualifications of a Director. No Officer of LCR/HV may hold the position of an Officer of any other chapter of LCR.

Section 3. Election and Term of Office. Officers shall be elected at a Board meeting held immediately following the Annual Election. Each such Officer shall hold office until close of the election of Officers following the next Annual Election, or until a successor shall have been elected, or until the death, resignation, or removal of such Officer.

Section 4. Vacancies. In case of a vacancy in any office, a successor to fill the unexpired portion of the term shall be elected by the Board.

Section 5. Duties. The Officers are responsible for the day-to-day organization and operation of LCR/HV and the implementation and interpretation of policies established by the Board. The additional duties of the Officers are:

a.       President: Convenes and presides at the membership, Officers’, and Board meetings; coordinates with the Board the political activities of LCR/HV; serves as the primary liaison to LCR and to LCR/NY; acts as spokesperson for LCR/HV; appoints all standing and special committees; and, together with the Vice-President, unless otherwise provided for in these bylaws, is an ex-officio member of all such committees.

b.       Vice-President: Acts in the absence of the President; reports to the Board in summary form the discussion of the Officers’ meetings; together with the President and unless otherwise provided for in these bylaws, is an ex-officio member of all standing and special committees; and issues reports to the Board on behalf of such committees in the absence of the Committee Chair.

c.        Secretary: Keeps minutes of membership, Officers’, and Board meetings (which may by in summary form but should include written meeting agendas); maintains membership records; has primary responsibility for the logistics of membership communications; handles all correspondence to and from LCR/HV; is in charge of all official records of LCR/HV; keeps all non-financial records and documents of LCR/HV, including those in electronic or digital format; and performs such other appropriate functions incidental to his or her office or as may be delegated by the Board.

d.    Treasurer: Is charged with all financial responsibilities of LCR/HV, including the creation of an Annual Budget; conducts a periodic review of the Annual Budget; keeps the checkbook and other financial records of LCR/HV; pays bills, including LCR dues, as such are approved by the Board; collects membership dues, if any; reports to the Board at its meetings on LCR/HV’s financial status in a written form; at the close of the fiscal year, presents an annual report to the Board and the general membership; and performs such other appropriate functions as may be delegated by the Board.

Section 6. Delegation. In the case of the absence or disability of any Officer, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such Officer to any other Director.

Article VI. Committees

Section 1. Executive Committee. The President, Vice-President, Secretary, and Treasurer shall constitute the Executive Committee of the Board. The Executive Committee may act on behalf of the Board in any matter when the Board is not in session, except as otherwise provided by law, reporting to the Board for its ratification of their action at its next meeting. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by two members of the Executive Committee.

Section 2. Ad hoc Committees. Ad hoc committees may, from time to time, be established by the President or the Board, for any appropriate purpose.

Section 3. Standing Committees. Standing Committees will be created and appointed by the President with the approval of the Board. Membership in a Standing Committee shall include at least one Director. The duties and structure of Standing Committees will be such as set forth and determined by the Committee.

Section 4. Dissolution and Removal. Any committee established or created pursuant to Sections 2 or 3 of this Article may be dissolved at any time by the body which originally established or created such committee. The composition of any such committee may be altered at any time by the body which originally appointed the members of such committee. The Chairperson of any committee may be removed at any time by such committee, or by the body which originally established such committee, in the exercise of reasonable discretion.

Article VII. Removal of Directors and Officers

Section 1. Conditions. The Board may, by Super Majority Vote at a meeting, whether a regularly scheduled meeting or at a special meeting called for in accordance with the terms of these bylaws, at which at least two-thirds of all Directors are present, remove from office any Director or Officer on any of the following events:

1. the Director or Officer has been declared of unsound mind by a final order of any court;
2. the Director or Officer has been convicted of a felony;
3. the Director or Officer ceases to be a registered voter in the Republican party;
4. misappropriation of funds;
5. malfeasance; or
6. good cause for such removal has otherwise been shown. “Good cause” includes, without limitations:

1.       failure to attend two or more consecutive meetings of the Board or Officers’ meetings;

2.       any knowing material violation(s) of these bylaws, as determined by the Board;

3.       any action(s) deliberately taken that are contrary to the interest of LCR/HV, LCR/NY, or LCR;

4.       failure to maintain membership in good standing in LCR/HV.

For purposes of (f)(2) above, Directors and Officers are presumed to have knowledge of these bylaws. All Directors and Officers will be presented with a copy of these bylaws, as may be amended from time to time, upon election.

Section 2. Notice. In the event that a removal for good cause is initiated, the subject Director or Officer will be given at least five business days’ written notice of the meeting upon which such initiative will be acted.

Section 3. Effect. An affirmative vote to remove a Director or Officer from the Board will take effect immediately and the office formerly held will be declared vacant and subject to the provisions of Article IV, Section 4.

Section 4. Resignation. A Director or Officer may resign from office by submitting written notice to the Board, which becomes effective upon receipt by the President.

Article VIII. Political Activities

Section 1. Nominations. Nominations for candidates or resolutions to be endorsed by LCR/HV are to be made by a Majority Vote of the Board at its regularly scheduled meeting or at a meeting called for this purpose on at least five business days’ written notice. The following endorsements may be issued:

1. Endorse, or
2. No Endorsement.

Section 2. Ratification. Endorsement nominations will be ratified by a Majority Vote of the Board at a regularly scheduled meeting on at least ten business days’ written notice. Absentee voting is permitted, and such ballots must be postmarked from the member at least five business days’ prior to the meeting at which the vote will be taken.

Section 3. Qualifications. In partisan races, the Board may only nominate candidates who are running on the Republican ticket. In nonpartisan races, the Board may only nominate candidates who have publicly identified themselves as registered voters in the Republican Party. Endorsements may be made in General Elections only.

Section 4. Jurisdiction. The Board may nominate candidates or resolutions according to the following:

1. The Endorsement Jurisdiction of LCR/HV includes the Hudson Valley region of the State of New York, defined here to include the counties of Westchester, Rockland, Putnam, Orange, Dutchess, Sullivan, Ulster, Columbia, and Greene; including those legislative and/or judicial districts that fall wholly or partly within said counties.
2. The Board may nominate or endorse in any elections for any U.S. House of Representatives, State of New York, or local offices, and may take positions on questions submitted to voters on a federal or statewide basis, subject to any restrictions imposed by the Endorsement Jurisdiction of LCR/HV.

Article IX. Financial

Section 1. Fiscal year. The fiscal year of LCR/HV is July 1 through June 30.

Section 2. Bank account. The Treasurer will have custody of the checkbook and keep all bank records. Any two of the President, Vice President, or Treasurer must sign all checks, and any checking account held by LCR/HV must require a combination of the signatures of two of the President, Vice President, or Treasurer.

Article X. Miscellaneous Provisions

Section 1. Emblem. The Board may, from time to time, adopt various pictorial representations as part of its name, or in conjunction therewith for a variety of legal, public relations, or other reasons. When possible, LCR/HV will use the logo, emblem, or design so used by LCR/NY without modification, except as to indicate the chapter’s name, to represent LCR/HV.

Section 2. Relationship to LCR. The Directors will take such actions as are necessary for LCR/HV to remain a recognized affiliate in good standing of LCR and its successors, including, without limitation, the payment of any applicable dues. In the event LCR/HV fails to maintain such status and is so notified, it will forfeit the right to use the name “Log Cabin Republicans” and immediately cease and desist from the use of such name. The Board, by a Majority Vote, will, as soon thereafter as practicable, either adopt a new name for LCR/HV or dissolve LCR/HV at a meeting duly called for this purpose.

Section 3. Separability. Should any Article or Section of these bylaws be declared invalid by reason of law or otherwise, the remainder of these bylaws not inconsistent with the change(s) will remain in full force and effect.

Section 4. Dissolution. The duration of LCR/HV’s existence is perpetual, provided that LCR/HV may be dissolved at any time upon a Super Majority Vote of all Votes of the Board assigned at a meeting called for this purpose, at which at least three-fourths of all Board members are present. Upon dissolution of LCR/HV, its assets and records are to be distributed to LCR/NY or LCR, as each may determine such distribution, or in accordance with any federal, state, or local laws or regulations.

Article XI. Amendments

Section 1. Notice. Written notice of any proposed amendment must be submitted to the Board as new business at a regularly-scheduled meeting of the Board, or at a special meeting of the Board called for in accordance with the terms of these bylaws. The proposed amendment is to be voted on, or otherwise dealt with, at the next regularly scheduled meeting of the Board and will be considered old business at such meeting.

Section 2. Voting. These bylaws may only be amended by a Super Majority Vote of the Board.

Section 3. Effect. All amendments approved and accepted in this manner are to become effective when adopted or as otherwise indicated in the amendment.

Section 4. Exceptions. Notwithstanding the foregoing:

1. The name of LCR/HV may be changed in accordance with the provisions of Article X, Section 2, when so required, and in such case a new name may be chosen by Majority Vote of the Board.
2. Any Director may amend these bylaws to ensure compliance with any federal, state, or local law or regulation, upon a Majority Vote of the Board. The Secretary is empowered to amend these bylaws to indicate a change of residence or mailing address of LCR/HV as stated under Article I, Section 2, upon notifying the Board of such amendment.

Article XII. Definitions

“Absolute Majority Vote ” means three-fourths of the total Votes at a duly constituted meeting of the Board, rounded up to the nearest whole number.

“Business Day” means any day on which mail is delivered by the United States Postal Service.

“Log Cabin Republicans generally” means holding out, identifying or allowing oneself to be identified as a representative of LCR/HV, LCR/NY, LCR, or the LCR movement generally, including the use of any official title held or previously held with LCR/HV or any organization using “Log Cabin Republicans” in its name.

“Majority Vote ” means a simple majority of the total Votes at a duly constituted meeting of the Board, rounded up to the nearest whole number.

“Super Majority Vote ” means two-thirds of the total Votes at a duly constituted meeting of the Board, rounded up to the nearest whole number.

“Written Notice” or any reference to “writing” or “in writing” means any form of written communication, whether by manuscript, electronic, or digital means, as has been or has yet to be invented. Such written notice or reference to writing includes, but is not limited to, e-mail.