KARW By Laws

BYLAWS OF
KINGWOOD AREA REPUBLICAN WOMEN

ARTICLE 1. NAME
The name of this organization shall be Kingwood Area Republican Women.

ARTICLE 11. OBJECTIVES
The objectives of this organization shall be:
To promote an informed electorate through political education;
To increase the effectiveness of women in the cause of good government through active political participation;
To facilitate cooperation among Republican women’s organizations in Texas;
To foster loyalty to the Republican Party and to promote its principles and candidates in all elections including non partisan elections;
To work for the election of the Republican Party’s nominees.

ARTICLE 111. POLICY

Section 1. Candidate Endorsement. This organization, its President, and its Campaign Activities
Chairman shall not publicly endorse any candidate for public office in a contested Republican primary, runoff elections, or special elections and/or non-partisan elections when more than one Republican is in the race. With the exception of the two forenamed officers, individual members of their own initiative may work for the candidate of their choice in contested Republican primaries, but may not in the name of the organization. The organization shall not publicly endorse or work for a known candidate of another party in a partisan or non-partisan race where one or more Republicans are in the race, or endorsing a candidate in a contested Republican primary, runoff, or special election by the organization, its President or Campaign Activities Chairman. If the President or Campaign Activities Chairman violates this policy, it shall fall to the local organization to remove her from office. Failure to do so will result in the removal of the organization from the Federation. No candidate shall use the TFRW logo in any political advertising, and any political advertising shall contain the following disclaimer: “This endorsement is given by the individual(s) only, NOT the Texas Federation of Republican Women.”

Section 2. Endorsement Exemptions. Officers of this organization who are candidates, or whose
husband, or a member of her family are candidates, shall be exempt from this rule, provided that
the said endorsement is not in the name of the organization.

Section 3. Pronouncements. Pronouncements on issues, opposition parties, or Republican
candidates in uncontested primaries and other elections may be issued in the name of the organization, provided notice of the proposed pronouncement is given in the call to the meeting at
which it will be considered and approved in two-thirds of the members present and voting.

Section 4. Controversial Issues. This organization and its officers shall not issue statements or pass resolutions on controversial issues in the name of the organization without first polling its members and obtaining a two-thirds (2/3) written vote of approval of the total membership. Individual members shall not use the name of this organization to endorse a candidate or issue statements regarding controversial issues.

Section 5. Lobbying. There shall be no lobbying with Legislators using the name of the Texas Federation of Republican Women by any federated organization or any individual member without the express permission of the Board of Directors of the Texas Federation of Republican Women.

Section 6. PAC. This club shall be a Political Action Committee and registered as such with Texas Ethics Commission.

Section 7. Candidate Fairness. After the end of the filing period for any office and ending the day after the final election for that office, it is the policy of TFRW that all Republican candidates for that office shall be treated fairly and equitably. When one Republican candidate for an office is invited to speak at a Federation or club meeting, then all Republican candidates for that office shall be offered equal presentation time at the same meeting or another meeting before the election.

Section 8. Delivery of Records. All officers and all committee chairmen and vice chairmen shall deliver all records, files, passwords, social media administrative rights and properties of the club to their successor before December 31 of the year in which she is retiring from office, or within 3 days of leaving the position if earlier than December 31, unless otherwise directed by the club President or Executive Committee. Failure to meet the deadline may result in the termination of the membership of the club.

ARTICLE IV. MEMBERSHIP

Section 1. Eligibility. Any person believing in the philosophy of the Republican Party and the
objectives of the local unit shall be eligible for membership in a local unit and no local unit shall
require that eligibility be based on sponsorship or election. Each member shall be a U. S. citizen
and must be a registered voter.

Section 2. Classification. There shall be three classes of membership:

A. Primary, Any woman who meets the eligibility standard and who pays the required annual dues is a Primary member with the right to full participation in all proceedings once they meet applicable eligibility requirements. A Primary member may be counted only in this organization for the purpose of delegate representation to conventions of the
Texas Federation of Republican Women and the National Federation of Republican Women, and this will be the only organization in which she may hold office. She must be a U. S. citizen and must be a registered voter and shall enjoy full privileges of
membership. To vote for bylaws amendments or in the officer election, dues must be paid for at least one month and at least one meeting must be attended prior to the privilege of voting. To be a voting member, she must not be a Primary voting member of another federated club.

B. Associate
1. A Republican woman who is a Primary member of another TFRW club and who wishes to support Kingwood Area Republican Women may be eligible for Associate membership upon payment of required dues. She cannot hold office, have a
voice or vote, or be counted for the purpose of determining the number of delegates to National or State Federation meetings or conventions. As an Associate member she does not become a member of the State or National Federation.
2. A Republican man is eligible for Associate membership in Kingwood Area Republican Women upon payment of the required annual dues. He cannot hold office, have a voice or vote, or be counted for the purpose of determining the number of delegates to National or State Federation meetings or conventions.

C. Affiliate Student. Young Republicans aged 13 to 17, are eligible for Affiliate membership upon payment of annual dues, which will be the same as for an Associate member. Such members may attend meetings but cannot be elected Officer, a
Committee Chairman, make motions, have a voice or vote, or be counted for the purpose of determining the number of delegates to state, regional or national meetings or conventions. They do qualify as pages at State and National Republican conventions
upon acceptance by such organization of their application.

Section 3. Name of Organization. The name of the organization shall include the word “Republican” but may not include the word “Federation” or any religious or issue-oriented connotation.

ARTICLE V. DUES AND FINANCE

Section 1. Dues. Annual Dues, payable December 31, shall include Kingwood Area Republican Women’s Club dues, state dues, and national dues, and shall be delinquent on March 1. Club dues shall be set by the membership in the Standing Rules.

Section 2. Associate membership dues shall be set by the membership in the Standing Rules.

Section 3. Subscriptions. The organization shall pay the required annual fee, including payment of applicable service charges, to receive educational material from the National Federation of Republican Women.

Section 4. Budget. Preparation of an annual Budget shall be the responsibility of the President and the Treasurer, who may at their discretion, select other members to assist them. The proposed budget shall show sources and estimated amounts of income and shall detail anticipated expenditures. It shall be prepared for presentation at the February meeting of the Executive Committee. Upon approval by the Executive Committee, the budget shall be presented to the general membership for adoption at the February meeting. In the interim period before the new budget is approved by membership, the Treasurer shall have the authority to pay normal bills that are due. Any bills that are not in the prior year’s budget must be approved by Executive Committee.

Section 5. Unbudgeted Expenditures. The Executive Committee must approve all unbudgeted expenditures.

Section 6. Financial Review. No later than November, the Executive Committee shall select from among the general membership two women who are not members of the Executive Committee to conduct a financial review of the Treasurer’s books at the expiration of her term in office or at the end of the fiscal year. The Treasurer shall be present at the financial review. The report of review shall be completed as soon as December yearend bank statement is received by Treasurer and shall be presented to the membership for adoption at regular meeting in January.

Section 7. Fiscal Year. The fiscal year shall be from January 1 to December 31.

Section 8. Causes for Removal. No organization or individual member shall publicly endorse or work for a known candidate of another party in a partisan or non-partisan race where a Republican is in the race. Further, neither the organization nor an individual member may advocate a split-party ticket. When more than one Republican is in a partisan or a non-partisan race, no organization, President or Campaign Activities Chairman shall publicly endorse or work for any candidate in said race. If the President or Campaign Activities Chairman violates this policy, it shall fall to the local club to remove her from office. Failure to do so will result in the
removal of the club from the Federation. It shall be the responsibility of the TFRW Board of Directors to remove the organization from the Federation. If any individual member violates the bylaws of the local club or Federation bylaws, removal from the local club shall be the responsibility of the Executive Committee of the local club.

ARTICLE V1. OFFICERS AND THEIR DUTIES

Section 1. Officers. The elected officers shall be President, a First Vice President, who shall serve as Program Chairman, a Second Vice President, who shall serve as Membership Chairman; a Recording Secretary; a Corresponding Secretary, and a PAC Treasurer.

Section 2. Qualification. All officers and//or committee chairmen shall meet eligibility requirements as set out in Article IV, Section 1. In order to be elected as President, First Vice President, or Second Vice President, a nominee must be a member in good standing of this organization for one full year prior to her nomination in October or November. The nominee for President must have served on the Executive Committee prior to her nomination. In order to be elected as Recording Secretary, Corresponding Secretary, or PAC Treasurer, a nominee must have been a member in good standing of this organization for six months prior to her nomination in October or November.

Section 3. Term of Office. Officers shall be elected at the October or November meeting for a term of one year or until their successors are elected. The term of office shall begin January 1 following the election, and installation shall be at the December meeting. No officer, with the exception of the PAC Treasurer and the Corresponding Secretary shall serve in the same position for more than two consecutive terms or until a replacement can be found.

Section 4. Vacancy in Office. A vacancy in the office of President shall be filled by the First Vice President. A vacancy created in the office of First Vice President and any other vacancy shall be filled by a Primary member receiving a majority vote of the Executive Committee.

Section 5. Duties of Officers:

A. The President shall:
1. Preside at all meetings of the organization and of the Executive Committee and appoint a Parliamentarian to serve at all such meetings;
2. Make the appointments authorized in these bylaws;
3. Assist the Treasurer in preparing an annual budget for presentation to the Executive Committee in February;
4. Be one of three signatures authorized for checks drawn on the organization’s account, specifically to be an alternate signer for the Treasurer and a co-signer with the Treasurer or Assistant Treasurer of checks requiring two signatures, as defined in the
Standing Rules. If there is no Assistant Treasurer, the First Vice President will be the third check signer. .
5. Be an ex-officio member of all committees except the Nominating Committee;
6. Have a general supervision of the work of the organization;
7. Ensure compliance with these bylaws and applicable state and federal laws.

B. The First Vice President shall:
1. Perform the duties of the President in her absence or inability to serve;
2. Serve as Chairman of the Program Committee;
3. Perform such other duties as the President or the Executive Committee may designate;
4. Be an ex-officio member of all committees except the Nominating Committee;
5. If there is no Assistant Treasurer, be one of the three signatures authorized for checks
drawn on the organization’s account, specifically to be an alternate signer for the Treasurer.

C. The Second Vice President shall:
1. Preside at meetings of the organization and/or Executive Committee in the absence of the President and the First Vice President;
2. Serve as Chairman of the Membership Committee, and in this capacity, maintain an updated list of the membership as well as attendance records at all meetings;
3. Be responsible for the preparation of a yearbook containing a list of the officers, roster of members, bylaws, and any other information deemed pertinent by the Executive Committee;
4. Perform such other duties as the President or the Executive Committee may designate.
D. The Recording Secretary shall:
1. Record the proceedings of all meetings;
2. Shall preserve the minutes and all other records, including a copy of the newsletters, current bylaws and financial reports;
3. Perform such additional duties as may be designated by the President or Executive Committee.
E. The Corresponding Secretary shall:
1. Be responsible for such correspondence as is delegated to her by the President or the Executive Committee; 

2. Keep a file of all communications and copies of all letters dispatched;
3. In the absence of the Recording Secretary, act in her stead.

F. The Treasurer shall:
1. Be responsible for collection of all dues;
2. Be one of three signatories authorized to sign checks, specifically to be the principal
signer of checks requiring but one signature, and a co-signer with the President or Assistant Treasurer of checks requiring two signatures, as defined in the Standing Rules;
3. Be custodian of all funds with authority to pay bills approved for payment upon
presentation of receipt or proof of purchase, in accordance with the Standing Rules;
4. Maintain one bank account;
5. Ensure that adequate records are maintained as required by the Texas Ethics Commission and Texas election law, and shall file all reports by same in a timely manner. The Treasurer is to be registered with the Texas Ethics Commission (TEC);
6. Assist the President in the preparation of an annual budget for presentation to the Executive Committee in February;
7. Keep an account of all monies received and disbursed and shall give a report to the membership at each regular meeting of the organization; plus a monthly report to the Executive Committee with the beginning and ending balances, and a detailed report of revenues and expenses, by category;
8. Upon closing the books, present them for an internal review as required by these bylaws;
9. Be designated as PAC Treasurer

ARTICLE V11. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee. A Nominating Committee of not less than five members shall be elected by the general membership at the regular meeting in August. No more than two members of the Executive Committee shall serve on the nominating Committee. Nominations for the committee shall be made from the floor. All nominees to the committee must be KARW
members for a minimum of six months prior. The Nominating Committee shall select its chairman from among the committee. No member may serve two consecutive terms on the Nominating Committee. The Nominating Committee shall select one nominee for each office to be filled. The report of the Nominating Committee shall be published in the newsletter at least thirty (30) days prior to
the election.

Section 2. Elections. The officers shall be elected at the October or November meeting. Following the report of the Nominating Committee, nominations from the floor shall be in order provided that prior consent of any nominee shall have been obtained.
Election shall be by ballot when there is more than one nominee for an office. When there is only one nominee, election may be by voice. A majority vote is required for election. There shall be no absentee or proxy voting.

Section 3. Installation. Officers shall be installed at the December meeting.

ARTICLE V111. MEETINGS

Section 1. Regular. The Executive Committee will determine the dates for the general and Executive Committee meetings, unless otherwise ordered by the Executive Committee or by two-thirds vote of the membership at a previous meeting. There shall be no less than five regular meetings per annum, as required by the National Federation of Republican Women.

Section 2. Special. The President may call special meetings of the membership. A special meeting may also be called by majority vote of the Executive Committee taken in a regular Executive Committee meeting, or upon written request signed by a majority of the membership. The purpose of any special meeting shall be stated in the call to the meeting, and no other business shall be considered except that so stated.

Section 3. Notice. At least five-days notice of all meetings, regular or special, shall be given by mail, email, or by phone to each member, except that in a stated emergency, two-days notice may be given by mail, email, or by phone.

Section 4. Quorum. A quorum for the transaction of business at a meeting shall be 15% of its Primary Members.

Section 5. Electronic Meetings. A vote of the club or Executive Committee may be conducted by electronic means between meetings, provided there is participation by majority of the members of the body. The vote shall be ratified and entered in to the minutes at the bodies next regular meeting.

ARTICLE IX. EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall consist of the elected officers, standing committee chairmen, and immediate Past President. Special committee chairmen, the Parliamentarian, and any club member who is on the Board of the Texas Federation of Republican Women shall be ex-officio members without vote.

Section 2. Duties. The Executive Committee shall be empowered to act in the name of the organization on matters authorized by these bylaws or by vote of the members, or on matters requiring immediate action between meetings. The Executive Committee is responsible for developing programs to further the objectives of the organization. Among its responsibilities are the following duties:
A. To consider and recommend programs of action presented to the Executive Committee;
B. To implement programs of action approved by the organization or mandated by these bylaws;
C. To approve expenditures directly related to implementing provisions of these bylaws; funds dispensed for any other purpose must be approved by the organization;
D. To develop and periodically update a Procedures Manual containing guidelines for each officer and committee chairman in carrying out her duties.
E. To adopt standing rules for the Executive Committee as needed to carry out the letter
and spirit of these bylaws.

Section 3. Meetings. The Executive Committee will determine the dates for general and board
meetings, unless otherwise ordered by majority vote of the Executive Committee. Special meetings may be called by the President and shall be called upon written request of three elected officers. The regular Executive Committee meeting in January shall be a combined meeting of the incoming and outgoing Executive Committee, called and presided over by the newly elected

president, for the purpose of providing continuity in leadership and to affect the orderly transfer of all pertinent records, files, etc.

Section 4. Voting. Informal rules of procedure applicable to committees and Executive Committee may be observed unless there is objection. Voting may be by general consent, by voice or as otherwise determined by majority vote of board members. A vote by phone or email is authorized in an emergency; a three-fourths affirmative vote of the Executive Committee membership is required for approval. A report of any action taken by phone or email shall be verified and made part of the minutes of the next meeting of the Executive Committee.

Section 5. Quorum. A quorum for a meeting of the Executive Committee Board shall be a majority of the Executive Committee membership.

ARTICLE X. COMMITTEES

Section 1. Standing Committees: Standing Committees shall be Bylaws, Campaign Activities,
Political Action, Chaplain, Awards, Historian, Hospitality, Legislative, Literacy, Membership,
Newsletter, Community Engagement, Caring for America, Program, Public Relations, Special
Events, Telephone/Hotline, Ways and Means, Website and Yearbook. With the exception of
those committees chaired by the Vice Presidents, the Chairman of each Standing Committee shall
be appointed by the President with the approval of the elected Executive Committee no later than
the January board meeting. Each Standing Committee Chairman shall have authority to select the members of her committee in the number she deems appropriate. Vacancies in Committee Chairs
shall be appointed by the President with the approval of the Executive Committee. Removal of a
Standing Committee Chair must be approved by two-thirds (2/3) of the Executive Committee.

Section 2. Duties of Standing Committees. The Standing Committees shall outline programs
for action in their respective fields for consideration by the Executive Committee.

Section 3. Special Committees. The President as needed shall appoint special Committee
Chairs, i.e. Budget, Financial Review, etc. These special committees shall be formed only for the
duration of their service.

ARTICLE X1. CONVENTION REPRESENTATION

Section 1. Biennial State Conventions. One delegate and one alternate may represent KARW at the Biennial State Convention in the fall of odd numbered years for each ten members or major fraction thereof. Delegates and alternates of the State Convention shall be elected at the May meeting.

Section 2. Biennial National Convention. One delegate (President if she chooses) and one alternate may represent KARW at the Biennial National Convention in the fall of odd number years.

Section 3. Conference Expenses. Contributions toward expenses of delegates and alternates to both TFRW and NFRW Conventions shall be proposed by the Budget Committee for approval by general membership.

ARTICLE X11. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the proceedings of the Kingwood Area Republican Women in all cases not provided for in these bylaws or in the bylaws of the Texas Federation of Republican Women and of the National Federation of Republican Women.

ARTICLE X111. AMENDMENT
These bylaws may be amended by a two- thirds vote of the Primary members present and voting at any regular or special meeting, provided notice of proposed amendment has been given in writing at the previous meeting, or has been included in the written call to the meeting at which the proposed amendment will be considered.

ARTICLE XIV. DISSOLUTION
This club may be dissolved by a two-thirds vote at any meeting of the local club, if notice of the dissolution has been submitted in writing at the previous meeting and has been sent by mail to all members of the local club. In the event of dissolution, the Executive Committee shall, after payment of all liabilities of the local club, distribute any remaining assets to the state federation. None of the assets shall be distributed to any member or officer of the organization. The right to use the name shall revert to the state federation.

Adopted 8/19/2021
Bylaws Committee:
Betty Newton, Chairman
Audra Blakley
Kathleen Jordan