At our next regular meeting, as a step toward becoming a recognized non profit corporation, the membership will consider adoption of the following BYLAWS. Please read over and be prepared to discuss at our next meeting in May.
Draft LAWS OF THE
REPUBLICAN CLUB OF CANTON, MICHIGAN
As Proposed to the members, April 2016
ARTICLE I – GENERAL PROVISIONS
Section 1 – PURPOSE
The purpose for which the corporation is organized is to promote social welfare within the
meaning of section 501(c)(4) of the Internal Revenue Code, including but not limited to: (1) developing and advocating for legislation, regulations and government programs to improve the liberty, freedom and well-being of all citizens and stimulate the economy, (2) conducting research about and publicizing the positions of elected officials concerning these issues, and (3) Other activities permitted by the aforementioned Internal Revenue Code as deemed appropriate by the membership.
This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member or any other individual except that this corporation may make payments of reasonable compensation for services rendered.
The corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office to an extent that would disqualify it from tax exemption under section 501(c)(4) of the Internal Revenue Code. The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
Section 2 – Legal Status
The legal name of the CRC shall be the Republican Club of Canton, Michigan, a Michigan not-for- profit corporation (hereinafter referred to as the “CRC” or the “Corporation”), organized as a social welfare organization under Section 501(c) (4) of the Internal Revenue Code.
Section 3 – Duration
The period of duration for this corporation shall be perpetual or until such time as the members
shall adopt a resolution recommending that the corporation be dissolved pursuant to the Michigan Nonprofit Corporations Act, 162 P.A. 1982.
Section 4 – Limitation on Activities
Notwithstanding any provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future
United States internal revenue law).
This corporation shall use its funds only to accomplish the purposes stated in these Articles of Incorporation. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to, and only to, one or more charitable or social welfare organizations. This corporation shall not have authority to issue capital stock.
ARTICLE II – ORGANIZATION
Section 1 – Membership
The CRC shall be owned by its members (each, a “Member”), and managed by its Trustees (each, a “Trustee”). To become a Member, one must be a registered voter in the State of Michigan, attend a meeting of the CRC, and provide to the CRC a current address, phone number, email address and social media contact information for the purposes of outreach for CRC activities. The CRC shall be open to all residents of Canton Township, and surrounding communities. Members will receive notice of meetings, calls to action, and other CRC activities.
Section 2 – Voting Membership
Members who satisfy the following conditions shall be deemed “Voting Members,” and shall have full and equal rights to vote on the election of Trustees, as provided herein. Voting Members must: a) be a CRC member for at least 30 days, b) have attended at least two meetings or CRC sponsored events within the previous twelve months, c) be registered voters in Canton Township, and d) be current on the payment of annual dues, if any are in place at the time. Members who are not Voting Members may vote on an advisory basis on CRC business if so requested by the Trustees or Officers (hereinafter defined) of the CRC.
ARTICLE III – TRUSTEES
Section 1 – Election or Appointment
The Voting Members shall, as soon as practical after formation of the CRC, elect nine (9) Trustees, who shall a) elect the Officers of the CRC, and b) manage the affairs of the CRC to the extent not managed by the Officers or otherwise provided under these By-Laws.
Section 2 – Term of Office.
The term of each Trustee shall be three (3) years. As indicated in the initial action by the members of the CRC, the initial term of three (3) Trustees shall be one (1) year, and for three (3) Trustees the initial term shall be two (2) years. Thereafter, all terms of Trustees shall be three (3) years, such that in each calendar year no greater than three (3) Trustees shall sit for re-election.
Section 2 – Removal/Appointment.
Any Trustee may be removed, with or without cause, by a vote of a two-thirds (67%) of the Trustees. A majority of the remaining Trustees shall have power to fill the Trustee vacancy or vacancies occurring for whatever reason. A Trustee may resign by written notice to the Corporation. The written notice is effective upon its receipt by the Corporation or at a subsequent time specified in the notice.
ARTICLE IV – OFFICERS
Section 1 – Election or Appointment
The Trustees shall, as soon as practical after formation of the CRC and thereafter every one (1) year, elect a President, a Secretary, two Vice-Presidents and a Treasurer of the Corporation, each, an “Officer”. The same person may hold any two offices excepting those of President and Vice-President, but no Officers shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles or Bylaws of this Corporation to be executed, acknowledged or verified by two or more Officers. The Trustees may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation.
Upon motion from any Trustee at that meeting, any Voting Member may be nominated as an Officer. The floor shall be held open for additional nominations until no further nominations remain. When no further nominations are forthcoming, and upon motion from a Trustee, the floor shall be closed for additional nominations. The Trustees then shall vote, and the candidate receiving the highest number of votes for each officer position shall be elected to that position. In the event of a tie, additional votes shall be taken, but only for those candidates who are tied, until the tie is broken. A person may only be elected to one office at a time.
Section 2 – Term of Office.
The term of office of all Officers shall be one (1) years or until their respective successors are chosen, but any Officer may be removed, with or without cause, by a vote of a majority of the Trustees. A majority of the Trustees shall have power to fill any vacancies in any offices occurring for whatever reason. An Officer may resign by written notice to the Corporation. The written notice is effective upon its receipt by the Corporation or at a subsequent time specified in the notice.
Section 3 – Officers; Powers and Duties
The officers of the corporation shall respectively have such powers and duties in the management of the property and affairs of the corporation as are set out in the following paragraphs:
The President shall be the chief executive officer of the Corporation and, subject to the control of the Trustees set forth herein, supervise and control all of the business of the Corporation. The
President, when present, presides at all meetings of the Members, Trustees and Officers. The President shall be a member ex-officio of all committees of the CRC.
In the absence of the President or in the event of the President's death, inability, or refusal to act, the Vice-President(s) shall have all the powers and functions of the President and shall perform such other duties as the Trustees shall determine.
The secretary shall: 1. Attend all meetings of the Members; 2. Record all votes and minutes of all proceedings in a book to be kept for that purpose, including attendance at all meetings; 3. Give notice of all meetings of Members; 4. Keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Officers; 5. When required, prepare and make available at each meeting of Members a certified list in alphabetical order of the names of Members and Voting Members; 6. Keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner; and 7. Perform such other duties as may be assigned by the Trustees.
The treasurer shall: 1. Have the custody of the corporate funds and securities; 2. Keep full and accurate accounts of receipts and disbursements in the corporate books; 3. Deposit all money and other valuables in the name and credit of the corporation in such depositories as may be designated by the Trustees; 4. Disburse the funds of the corporation as may be ordered or authorized by the Trustees and keep a record of such disbursements; 5. Give to the Trustees at the regular meetings of the Trustees, or whenever they require it, an account of all the transactions that have occurred during his tenure as treasurer, and of the financial condition of the corporation; and 6. Give a full financial report at a meeting of the Members or Trustees, if so requested by the Trustees.
Section 4 – Powers and Duties of Officers Collectively
Except as may otherwise be provided in these Bylaws, the ordinary and usual decisions concerning the business and affairs of the Corporation shall be made by a vote or the consent of greater than 50% of the Officers. The Officers, once duly authorized, specifically have the power, on behalf of the Corporation, to do all things necessary or convenient to carry out the Corporation’s business and affairs, including the power to (a) open one or more depository accounts and make deposits into, write checks against, and make withdrawals against such accounts; (b) borrow money and incur liabilities and other obligations; (c) enter into any and all agreements and execute any and all contracts, documents, and instruments; (d) engage employees and agents and define their respective duties and compensation; (e) begin, prosecute, or defend any proceeding in the Company's name.
Section 5 – Limitation on Powers and Duties of Officers; Powers Reserved for Trustees
Notwithstanding any other provision of these Bylaws, no act shall be taken, sum expended, decision made, obligation incurred, or power exercised by the Officers on behalf of the Corporation, except by the consent of a majority of the Trustees in attendance at the meeting where the decision is discussed and made, with respect to (a) changes in the Articles of Incorporation or Bylaws of the Corporation, (b) the commission of any act that would make it impossible for the Corporation to carry on its ordinary business and affairs; (c) any change in the character of the business and affairs of the Corporation; (d) participate with others in partnerships, joint ventures, and other associations and strategic alliances; (e) remove an Officer (which decision is reserved to the Trustees); (f) appropriate monies of the Corporation in a manner consistent with the Corporation’s status as a social welfare organization under Section 501(c) (4) of the Internal Revenue Code.
ARTICLE V – COMMITTEES AND MEMBERSHIP
Section 1 – General Meetings
Meetings of the Members shall be held once a month, or whenever deemed appropriate by the Trustees. Members shall be notified of monthly meetings in a timely manner. Trustees may vote on any issue presented at any meeting requiring such vote. If the Officers deem it necessary or expedient, meetings may be held via phone, on-line or in any electronic fashion. Attendance lists and minutes of said meetings will be kept by the Secretary.
Section 2 – Officers Meetings
Meetings of the Officers shall be held whenever expedient or necessary. Such meetings may be held via phone, on-line or in any electronic fashion. Records of official action taken by the Trustees shall be registered on the official records of the Corporation.
Section 3 – Fiscal Year
The fiscal year for the purposes of this Corporation shall be December 1 of any year until November 30 of any year.
Section 4 – Committees and Committee Meetings
The Corporation may create Committees for delegation of duties as deemed appropriate by the Officers of the Corporation. Chairmen of such Committees shall be selected by the Officers of the Corporation.
ARTICLE VI – ACTIVITIES OF CORPORATION
Section 1 – Social Welfare Organization
Notwithstanding any provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
Section 2 – Primary Purpose of Corporation
The primary purpose and activity shall be the furtherance of the social welfare of The greater Canton, Michigan community and the surrounding areas by advocacy of conservative governing principles. These include the concepts of freedom and limited government, low taxes, personal responsibility, and protection of the restrictions on government set forth the United States and Michigan Constitutions. The Corporation will, through outreach and message, demonstrate when the positive effects of those principles, and the negative effects and purveyors of principles to the contrary.
Section 3 – Ancillary Activities of Corporation
The Corporation is primarily engaged in activities designed to promote social welfare as set forth above. In addition, the Corporation may conduct activities involving participation and intervention in political campaigns on behalf of or in opposition to candidates for nomination or election to public office, but not as the Corporation’s primary activity. Any activities undertaken to the contrary are ultra vires, and are, by definition, not the activities of the Corporation but activities of the individuals undertaking such activity.
ARTICLE VII – AMENDMENTS
In the event that the Trustees seek an amendment to the Bylaws, a minimum of seven (7) days’ notice shall be given to all Trustees of a meeting to discuss such amendment (an “Amendment Meeting”). Notice may be given via mail, email or social media. For an Amendment Meeting to be effective, at least sixty-seven percent (67%) of the Trustees must be in attendance.
ARTICLE VIII – DISSOLUTION
In the event of dissolution of the Club, all real and personal property shall donated to any 501(c)(3) selected by the Officers.
ARTICLE IX -- INDEMNIFICATION OF OFFICERS
This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than in action by or in the right of the Corporation) by reason of the fact that he is or was a Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Officer , employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation or its Members, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Determination of any action, suit or proceeding, by judgment,
order, settlement, conviction, or upon a plea of Nolo Contendre or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Any indemnification by this Corporation, unless ordered by a Court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth above. Such determination and indemnification shall be made only if a majority of the Trustees agree, and if so, the indemnification shall be binding on the other Trustees and the Corporation unless such
indemnification is specifically prohibited by law.