"The
Republican Wing of the Republican Party"
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BY-LAWS OF THE PENNSYLVANIA
REPUBLICAN ASSEMBLY Name and Jurisdiction SECTION 1.01. Name.
The name of the organization shall be THE PENNSYLVANIA REPUBLICAN
ASSEMBLY, hereinafter referred to as “PA-RA”. SECTION 1.02. Jurisdiction.
The jurisdiction of the PA-RA shall be within the state of Pennsylvania. ARTICLE II Powers SECTION 2.01.
The powers of the PA-RA shall be: (a)
To be a Chapter of the National Federation of Republican Assemblies with
all the powers thereof. (b) To direct, manage,
supervise and control its business, property and funds, and to carry out its
objectives. (c) To create and charter local Republican Assemblies throughout
Pennsylvania, and to supervise and coordinate them. ARTICLE III Objectives SECTION 3.01. The
objectives of the PA-RA are:
(a) To advance true conservatism and elect true conservatives at all
levels of the Republican Party and all levels of government throughout the state
of Pennsylvania; (b) To provide through this organization a practical program for the betterment of the Republican Party within the state of Pennsylvania and of the various political subdivisions of the state of Pennsylvania;
(c) To advance the Principles, Beliefs and Objectives of the National
Federation of Republican Assemblies, and
(d) To provide a legal umbrella for members of the state’s various
tax-exempt conservative groups who cannot adequately express themselves
politically within their existing structures. ARTICLE IV Composition SECTION 4.01.
The PA-RA shall consist of members of a statewide Republican
Assembly or of local Republican Assemblies which have been chartered by the
Board of Directors of the PA-RA in the manner provided in these Bylaws,
and which continue to comply with the Bylaws of the PA-RA and of the NFRA
as adopted or amended. A local chapter may petition the PA-RA Board of
Directors to subdivide its geographical area into smaller local chapters at
need. ARTICLE V Officers and Directors SECTION 5.01.
Elective Officers. The elective officers of the PA-RA shall
be a President, First Vice President, Second Vice President, Secretary, and
Treasurer; as well as two National Directors who, along with the President,
shall represent the PA-RA on the NFRA’s National Board of Directors. SECTION 5.02. Additional
Officers. The President shall appoint a General Counsel, who shall be a
member of the Pennsylvania state bar; a Chaplain, a Parliamentarian and a
Sergeant-at-Arms. He shall also
have power to appoint an Executive Director and Congressional District chairmen
at his discretion, who shall be subject to confirmation by the Executive
Committee. He shall also have power
to appoint other specialized officers and representatives of the PA-RA at
his discretion as needs arise. If
the President should determine that there is a need for Paid staff, excluding
any of the offices herein named, the Board of Directors shall have power to
authorize and determine said compensation. SECTION 5.03.
Qualifications.
(a) Officers of the PA-RA and of all local chapters must be
members in good standing of the PA-RA, and Republicans by voter
registration or by affiliation.
(b) No member who holds the position of officer or director of the
Pennsylvania Republican Assembly shall miss two consecutive meetings of the
Board of Directors between Annual Conventions, unless such non-attendance is
excused by a vote of the Board of Directors.
In the event that such member is held to be in violation of this
provision, such member's position of officer or director shall automatically
terminate. SECTION 5.04. Election
of Officers. The elective officers shall be elected at the annual
convention in each odd numbered year in accordance with these Bylaws and shall
serve for the period of two (2) years and until their successors are elected and
qualified. SECTION 5.05. Outgoing
Officers. At
the conclusion of each Annual Convention, outgoing officers shall be empowered
to continue to perform their duties only on matters which were initiated and
approved prior to the close of the Convention and which matters shall be
completed within a fifteen (15) day period following the close of the
Convention. SECTION 5.06. Liability
of Officers. No
officer or director shall be held personally liable for any debts or obligations
of PA-RA except those
personally guaranteed by that officer or director, and
PA-RA shall indemnify each officer or director against claims made
against them arising from their legitimate and proper service to PA-RA. ARTICLE VI Executive Committee SECTION 6.01. Purpose.
There shall be an Executive
Committee which shall exercise the delegated authority of the State Board of
Directors to govern the PA-RA except where such authority is expressly
reserved herein to the Board or where the Board takes specific action to
restrict the Executive Committee’s authority.
SECTION 6.02. Composition.
The Executive Committee shall consist
of the elective officers of PA-RA, as well as the Executive Director if
such exists. The General Counsel
shall serve as a non-voting member; and other appointive officers may serve as
non-voting members at the discretion of the President, or as voting members by
unanimous consent of the Executive Committee or a majority of the Board of
Directors. SECTION 6.03. Meetings.
The Executive Committee shall
hold regular meetings, in no case less often than once per quarter.
With the unanimous consent of all members, it may choose to vote in
appropriate situations by telephone conference call, FAX machine, electronic
mail or other means of telecommunication. SECTION 6.04. Quorum.
A quorum for Executive
Committee meetings shall consist of at least five of its voting members.
ARTICLE VII Board of Directors SECTION 7.01. Composition.
The Board of Directors of the PA-RA shall consist of the members
of the Executive Committee (including non-voting members, unless disallowed by
the Executive Committee), and the President and two elected State Directors from
each local chapter. SECTION 7.02.
Powers. (a) The Board of
Directors shall have the control and management of all the affairs, properties,
and funds of the PA-RA, and shall have full power to introduce, approve
and implement all actions and activities necessary and proper for the
functioning of the PA-RA, subject to the authority of these Bylaws.
(b) The Board of Directors may, for good cause and after a hearing,
remove any officer or committeeman by a two-thirds vote of the entire Board of
Directors; provided such officer or committeeman shall have been sent by the
Secretary of the PA-RA by certified mail a notice containing a copy of
the charges against him at least fifteen (15) days prior to the hearing thereon,
said notice specifying the time and place of the meeting.
(c) The Board of Directors may pass resolutions concerning legislation
and policies, except those excluded in this article, by a two-thirds vote of the
members present at any meeting. SECTION 7.03. Meetings.
The Board of Directors shall meet at such times and places as may be
determined by action of the Board, by call of the President, or by written
request of one-third of the members of the Board, provided that there shall be
at least two meetings each year. A
written notice of the time and place of all meetings of the Board of Directors
shall be sent to each Board member not less than fifteen (15) days prior to said
meetings. SECTION 7.04. Special
Meetings. The Board of Directors may without meeting together,
transact business by mail, e-mail, facsimile, or by conference call of a
majority of the Board by voting on questions submitted to them by or with the
approval of the President. SECTION 7.05. Appeal.
Any action taken by the Board
of Directors may be appealed to a Convention of the PA-RA. SECTION 7.06. Resolutions
and Endorsements. Any
candidate proposed to be voted upon by the electorate shall not be endorsed by
the Board of Directors unless (1) there is no Republican Assembly in the
district in which an election is being held, or (2) if the Republican Assemblies
within such district do not hold a convention to consider endorsing in such
election. Statewide and
Congressional candidates shall be endorsed only at a regular or special
Convention of the PA-RA. Endorsements regarding public initiatives and referenda as
well as Republican Party questions shall be made in the same manner as candidate
endorsements. ARTICLE
VIII Local Republican Assemblies SECTION 8.01. Governing
Authority. The Pennsylvania Republican Assembly shall be the sole body
of authority over, recognition of, and representation for Republican Assemblies
within the State of. Pennsylvania. Groups
purporting to be “Republican Assemblies” which are not recognized and
chartered by PA-RA shall have no representation on any body of PA-RA;
shall not use the terms “Republican Assembly”, “RA”, or “Republican
Wing of the Republican Party”; and shall not be entitled to any representation
on any committees of the Republican Party of Pennsylvania (should such
representation become available) or at any Convention of the NFRA.
SECTION 8.01.
Location. Republican
Assemblies may be formed and chartered, as the Bylaws hereinafter provide, in
any geographical entity of the state of. Pennsylvania. SECTION 8.02.
Ratification of Bylaws.
Every local Republican Assembly shall ratify and agree to be bound in all
things by the Bylaws of the PA-RA and of the NFRA as well as amendments
thereto. SECTION 8.02. Structure.
A local Republican Assembly shall have jurisdiction within the boundaries
of a fixed geographical area, approved by the PA-RA Board of Directors at
the time of the local chapter’s chartering, and shall be the only such
Republican Assembly in that territory. Such
territory may be divided into additional Republican Assemblies by the PA-RA
Board of Directors upon petition by the local chapter. SECTION 8.03. Bylaws.
Each Republican Assembly shall adopt its own bylaws, which shall be in
conformance with the PA-RA and NFRA Bylaws, and shall be subject to review by
the Board of Directors of the PA-RA and of the NFRA. SECTION 8.04.
Qualifications for Membership.
Members of each local Republican Assembly shall be those American
citizens of good moral character who are Republicans by voter registration or by
affiliation. SECTION 8.05.
Action on Applications.
The Board of Directors of that local Republican Assembly shall take
action on all applications for membership in each local Republican Assembly
within thirty (30) days or at a regular meeting; otherwise, any application
shall be automatically approved and the new member shall be accepted with the
right to vote. Any duly
rejected application shall be reported within ten (10) days to the Secretary of
the PA-RA. The Board
of Directors of the PA-RA may review any rejected application and
determine whatever action is deemed necessary. SECTION 8.06. Transfer
of Membership. Any active member may transfer his membership from one
local Republican Assembly to another at any time.
Acceptance of the transferred member immediately terminates his
membership in his former local Republican Assembly.
The member shall pay the difference, if any, between the membership dues
of the two local Republican Assemblies involved. SECTION 8.07.
Initial Organization. The
PA-RA Board of Directors shall have power to approve the formal
application of a new Republican Assembly for chartering if and when its
application includes the following:
(1) Ratification of the
Bylaws of the PA-RA and of
the NFRA;
(2) By-laws consistent with
the PA-RA and NFRA Bylaws;
(3) A list of at least ten
dues-Paid members containing their names, addresses, phone numbers, electronic
mail addresses (where available) and chapter office titles; and
(4) Dues for each RA member
at the rate set by the State Board of Directors (which shall include such dues
as are required by the NFRA). SECTION 8.08. Continuing
Requirements.
Each chapter shall submit a current list of the names of its officers and
members (with addresses, phone numbers and, where possible, electronic mail
addresses), and Pay appropriate annual dues therefore, not later than May 31 of
each year, and shall submit a separate, current list of its officers and members
not later than two weeks prior to any State Convention if such Convention should
fall more than three months before or after May 31.
Each chapter shall submit the names (with address, phone number and,
where possible, electronic mail address) of new chapter officers within one
month of their election. Failure to
comply with this provision shall empower the Executive Committee to suspend or
terminate the chapter’s charter. Any chapter losing its charter under this
provision may apply for reinstatement at the next meeting of the State Board of
Directors by submitting the missing items to the President at or before such
meeting. SECTION 8.09. State
Membership. Any
person qualified to become a member of a local Republican Assembly but residing
in a geographical area without a local Assembly may join the PA-RA
without holding membership in a local Assembly if they otherwise fulfill all
conditions of membership in the PA-RA. The Board of Directors of the PA-RA
shall directly act on such membership applications.
Upon the chartering of a local Assembly, members of the PA-RA
residing within the area served by that local Assembly must transfer their
membership within 60 days of being notified of the newly chartered chapter. ARTICLE IX Conventions SECTION 9.01.
Time and Place. A
Convention of the PA-RA shall be held annually at a location and a time
determined by the President of PA-RA.
SECTION 9.02. Special
Conventions. In case of
an emergency, special Conventions may be called by the President with the
approval of the majority of the members of the Board of Directors.
The call for a special Convention shall specify the subjects to be
considered, and no subjects shall be considered that are not so specified. SECTION 9.03. Call.
The Secretary of the PA-RA shall mail to the Secretary of each
Chartered Republican Assembly an official call to the Annual Convention and
email said call to every PA-RA member for whom an email address has been
submitted. SECTION 9.04.
Officers. The officers of each Convention shall be the
officers of the PA-RA. At
or prior to any Convention the President may appoint a Recording Secretary of
the Convention to assist the President and the Secretary. SECTION 9.05.
Convention Committees.
At each duly called Convention, or prior thereto, the President shall
appoint a Committee on Credentials with power to enforce this Article, and may
appoint a Committee on Resolutions, a Committee on Bylaws, a Committee on
Nominations and such other committees as he may deem proper. SECTION 9.06.
Elected Delegates. Each
chapter which is a member in good standing of PA-RA at the time of the
State Convention shall be entitled to one Delegate for each five (5) members in
good standing carried on the chapter’s active membership roll whose name and
dues were included in the requirement of Section 8.08. SECTION 9.07.
Delegates-at-Large. All
members of the PA-RA Board of Directors and all Past Presidents of the PA-RA
shall be Delegates-at-Large at all State Conventions, and shall not be counted
in the number of Delegates accorded their chapter by Section 9.06. SECTION 9.08.
Noncompliant Chapters. Notwithstanding Section 9.06 above, a
chapter which remains recognized by the FR-RA but fails to comply with the
credentialing provisions of Section 8.08 above shall be entitled only to its
Delegates-at-Large at the State Convention. SECTION 9.09. Election
of Delegates and Alternates.
Each Delegate and Alternate shall be elected by the membership of his
local chapter. Any Republican Assembly in good standing, at the time of
electing its Delegates for a Convention as herein specified, may elect one
Alternate for each Delegate. Said
Delegates, Alternates, and all Delegates-at-Large shall be active members in
good standing of the Republican Assemblies they represent. SECTION 9.10.
Registration Fee. The
Board of Directors shall establish the registration fee to be paid to the PA-RA
by all members attending any Convention of the PA-RA.
No Delegate, Delegate-at-Large, nor Alternate shall be entitled to vote
in a Convention unless and until his registration fee has been paid.
The profit or loss accruing from any Convention shall be borne by the PA-RA. SECTION 9.11.
Voting.
(a) In all voting, a majority shall rule, unless otherwise provided in
the Bylaws.
(b) In all Conventions of the PA-RA, each accredited Delegate and
Delegate-at-Large shall be entitled to cast one vote.
(c) There shall be no
voting by proxy at any meeting.
(d) There shall be no cumulative voting nor shall any person vote as both
a Delegate-at-Large and as a Delegate or Alternate.
(e) A quorum shall consist of one-third (1/3) of Delegates and
Delegates-at-Large attending the Convention.
SECTION 9.12.
Endorsement of Candidates.
Endorsements of candidates shall be made only by the affirmative vote of
two-thirds of those present and voting at a regular or special Convention of the
PA-RA. Only one person may be endorsed for a particular
office. ARTICLE X Nomination and Election of Officers SECTION 10.01. Eligibility.
Any active member of PA-RA in good standing shall be eligible to
any elective office, provided that the person is qualified under Section 5.03,
but no person shall be submitted as a candidate for any office without his
consent. SECTION 10.02.
Accredited Voters. Before
the opening of polls, the Secretary shall provide a list of the Delegates and
Delegates-at-Large as shown by the report of the Committee on Credentials.
No Delegate or Delegate-at-Large shall be allowed to vote unless his name
appears on the list. SECTION 10.03.
Ballots. Voting on endorsements or for officers of the PA-RA
shall be by ballot only, unless there is in the opinion of the convention
Chairman a motion to hold the vote by standing agreed to by two thirds of the
voting Delegates or if the election is unopposed. SECTION 10.04.
Election of National Convention Delegates and Alternates.
Any active member of
PA-RA in good
standing shall be eligible to be elected a Delegate or Alternate to the NFRA National Convention,
provided that the person is qualified under Section 5.03, but no person shall be submitted as a
candidate without his consent. ARTICLE XI Endorsement of Local Candidates SECTION 11.01.
Two-thirds Vote of an Endorsing Convention.
Endorsements of local candidates for public office may be made only by a
two-thirds vote of an endorsing convention, at a physical meeting composed of
equal representation of all Republican Assemblies within the district (in whole
or in Part) from which the candidate proposed to be endorsed is to be elected,
or the official proposed to be recalled is an elected official. The temporary chairman shall be the ranking state
officer in the Particular district within which the candidate is to be elected
or the officer is to be recalled. Where
the Particular district has officers of equal rank, lot shall determine the
temporary chairman. Endorsement may
be for candidates for public office, for or against initiative and referendum,
or for Republican Party office. SECTION 11.02 Limitations
on Endorsing.
(a) Neither the PA-RA nor any local Republican Assembly shall
endorse any candidate for any public office, whether Partisan or non-Partisan,
unless such candidate is clearly affiliated with the Republican Party.
(b) The PA-RA President, upon being notified prior to an election,
or between elections, of any alleged infraction of the Bylaws concerning
endorsement of candidates or issues shall immediately conduct an investigation
of the alleged infraction and take whatever action is deemed necessary to
protect the endorsement privilege and good name of the PA-RA. SECTION 11.03.
Effect of Endorsement.
Endorsements by a local endorsing convention shall convey the endorsement
of the PA-RA and the NFRA. ARTICLE XII Vacancies in Office Between Conventions SECTION 12.01.
President. In the event of a vacancy in the office of
President occurring between Annual Conventions, the Board of Directors shall
appoint a member of the Board of Directors to become President until the next
Annual Convention. At that
time the Convention shall fill the remaining term of office.
Should the Board of Directors not fulfill this duty within 60 days of the
vacancy the President of the NFRA may appoint a replacement or may appoint a
member of the NFRA Board of Directors (himself included) to fulfill the role of
President of PA-RA until a qualified successor may be chosen. SECTION 12.02.
Other Officers. In
the event of a vacancy in one or more of the other offices of the PA-RA
occurring between Annual Conventions, the Board of Directors shall elect a
qualified member to fill the office until the next annual Convention, at which
time the Convention shall fill the remaining term of office.
Should the majority of known officers become unable or unwilling to
fulfill their roles as officers of PA-RA the President of the NFRA is
authorized to call a convention of all members of PA-RA for the selection
of officers and for general reorganization of PA-RA. ARTICLE XIII Termination of Charter and Membership SECTION 13.01. Non-Payment.
Any local Republican Assembly more than sixty (60) days in arrears for
any indebtedness to the PA-RA shall be considered not-in-good-standing
may be suspended by action of the Board of Directors:
that at least thirty (30) days before such action, notice of said
indebtedness shall have been duly sent by certified mail by the Secretary of the
PA-RA to the last reported President and Secretary of such local
Republican Assembly. The
Board of Directors may restore such local Republican Assembly to membership in
the PA-RA upon Payment of its indebtedness. SECTION 13.02. Non-Attendance.
Any local Republican Assembly that fails for two (2) consecutive years to
present a Delegate to the Annual Convention of the PA-RA shall be
considered not-in-good-standing and may have its Charter revoked by action of
the Board of Directors provided that at least thirty (30) days before such
action, notice of said action shall have been duly sent by certified mail by the
Secretary of the PA-RA to the last reported President and Secretary of
such local Republican Assembly. The
Board of Directors may restore such local Republican Assembly to membership in
the PA-RA upon showing good and sufficient cause. SECTION 13.03. Discipline.
Any local Republican Assembly
which fails to conform to the Bylaws of the PA-RA may have its charter
suspended or revoked, or may otherwise be disciplined, by a two-thirds vote of
the entire Board of Directors; provided, that at least thirty (30) days before
such action, notice of such intended action be sent by certified mail by the
Secretary of the PA-RA to the last reported President and Secretary of
such local Republican Assembly. Officers
of a local Republican Assembly whose charter has been revoked shall turn over
all moneys and documents properly belonging to said chapter to a duly authorized
representative of the State Board of Directors at a time and place designated by
said representative. SECTION 13.04. Appeal.
If the Board of Directors shall
suspend or revoke the charter of any local Republican Assembly or shall
otherwise discipline it, the Secretary of the PA-RA shall send a
notice of such action within fifteen (15) days by certified mail to the last
reported President and Secretary of said local Republican Assembly.
The said local Republican Assembly, within thirty (30) days from the date
of mailing of such notice and not less than ten (10) days before the next
convention of the PA-RA, may file with the Secretary of the PA-RA
written notice of appeal. This
appeal shall be considered at the next Convention of the PA-RA, unless
filed less than ten (10) days prior thereto; in the latter instance, said appeal
shall be considered and decided by a two-thirds vote of the Board of Directors
at the next Board of Directors Meeting following the Convention of the PA-RA. SECTION 13.05. Any
local Republican Assembly that shall for any cause cease to be a member of the
PA-RA shall relinquish the name “Republican Assembly,” and shall not
thereafter use the name, emblem or insignia of “Republican Assembly”,
“Republican Wing of the Republican Party” or “ PA-RA” in any
manner whatsoever. SECTION 13.06 Termination
and Discipline of Individual Members. (a)
Any individual member of the PA-RA may have his membership herein
terminated, or may otherwise be disciplined, after a hearing, by two-thirds
(2/3) vote at a meeting of the Board of Directors where a quorum is present,
provided that at least thirty (30) days before such action, notice of such
intended action shall have been duly sent by certified mail by the Secretary of
the (1) publicly supported or registered as a member of a political Party
other than the Republican Party; (2) used his name and title as a member of the Pennsylvania Republican Assembly or any local Republican Assembly in publicly advocating that the electorate should not vote for the Republican nominee for any elected political office;
(3) used his name and title as a member of the
PA-RA to give support to or encourage the election of a candidate of another Party to an elected public office where said candidate is opposed by a duly-nominated Republican candidate; (4) used his name and title as a member of the Pennsylvania Republican Assembly to prematurely endorse (prior to a proper act of endorsement by the RA) candidates running for office in the Pennsylvania Republican Party; or (5) otherwise brought discredit or disrepute upon the
PA-RA and/or the NFRA. (b)
If the Board of Directors shall terminate membership or shall otherwise
discipline any such member, the Secretary of the PA-RA shall send notice
of such action within (15) days by certified mail to said member. The said member, within thirty (30) days from the date
of mailing such notice, and not less than ten (10) days before the date of the
first session of the next Convention of the PA-RA, may file with the
Secretary of the PA-RA written notice of appeal.
This appeal shall be considered at the next Convention of the PA-RA,
unless filed less than ten (10) days prior to the date of the first session
thereof; in the latter instance said appeal shall be considered and decided by a
two-thirds (2/3) vote of the Board of Directors following that Convention of the
PA-RA. (c)
Any individual member so terminated from membership in the PA-RA
shall immediately upon such termination cease to claim membership in, or holding
of any office in or official relationship with the PA-RA or any
Republican Assembly, and shall also immediately surrender to the Secretary of
the PA-RA any and all documents, records, emblems, insignia, funds, or
other devices or properties of any nature whatsoever.
Said terminated member shall not thereafter use the name, emblem, or
insignia of “Republican Assembly”, “Republican Wing of the Republican
Party” or “ PA-RA” in any manner whatsoever.
Parliamentary Authority SECTION 14.01. The latest
edition of Robert’s Rules of Order shall be the Parliamentary authority
for all matters of procedure not specifically addressed in the Bylaws of the PA-RA
or of the NFRA. ARTICLE XV Amendments to Bylaws SECTION 15.01. Place
and Vote Needed. Amendments
to these Bylaws shall be made only at a regular or special Convention of the PA-RA
by a two-thirds (2/3) vote of the Delegates and Delegates-at-Large present and
voting. Proposed amendments shall
be submitted to the PA-RA Secretary not less than ten (10) days prior to
said Convention, and shall be referred to a Committee on Bylaws for
consideration. SECTION 15.02. Provisional
Use. During
any period wherein PA-RA’s charter has not yet been granted or has been
suspended or revoked; or during any reorganization under Section 12.02; PA-RA
shall operate under the State Bylaws adopted by the NFRA Board of Directors,
until and unless it has formally adopted these or different bylaws which are
consistent with the Bylaws of the NFRA. During
such a provisional period, an organizing convention of PA-RA shall have
power to adopt or amend such bylaws without reference to the normal procedure
contemplated in this article. SECTION 15.03. Severability.
If
any Part, article, section or subsection of these Bylaws shall be held invalid,
contrary to state or federal laws, contrary to the Bylaws of the National
Federation of Republican Assemblies, or contrary to the rules of the state or
national Republican Party for any reason, such holding shall not be construed to
impair or invalidate the remainder of said Bylaws, notwithstanding such holding. SECTION 15.04. Publication.
At the conclusion of each Convention
where any amendments are made to the Bylaws, the Bylaws Committee shall cause
and supervise the printing of the Bylaws as in effect at the end of that
Convention. Such amended Bylaws shall be submitted to the Secretary of the NFRA
within thirty (30) days of the convention amending and thereafter made available
to the PA-RA membership. These State Bylaws submitted to the Board of Directors of the PA-RA, and
approved on February 8, 2006.
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