THE SADDLE RIVER REPUBLICAN CLUB, INC.
December 2, 2004
The name of the Club, as set forth in the Certificate of Incorporation ("CI") is The Saddle River Republican Club, Inc. ("the Club"), which CI is on file with the Club Secretary.
The purposes of the Club, as set forth in the CI, are to: a) foster, advance and inculcate the principles and doctrines of the Republican Party; b) work for its principles, doctrines and candidates; c) promote civic welfare and better government; d) encourage, endorse and advance the candidacy of such candidates for public office as may be acceptable to the membership of the Club and the Republican Party, and e) initiate such action, in keeping with the foregoing, in the best interest of the Borough of Saddle River, New jersey.
Section 1. Qualifications:
Any United States citizen eighteen years of age or over is eligible for membership provided that he or she is a registered Republican, a resident of Saddle River, and supports the purposes of the Club.
Section 2. Admission of Members:
Members shall be admitted upon application to the Club Secretary in such form as the Membership Committee shall from time to time adopt. In order for a new member to vote, his/her application and payment of dues must be received by the Club Secretary and/or Treasurer no less than five days before the date of any scheduled Regular or Special Meeting.
Section 3. Dues:
Membership dues shall be determined annually at the Club's Annual Meeting, payable with application, and, thereafter, at the beginning of each Calendar Year. Only current dues paying members may vote at any meeting.
Each member shall be notified by the Club Treasurer of dues payable and, again, three months thereafter. Should such payment remain uncollected thirty days after the last notification, the individual's membership is terminated. While any member's dues payments are in arrears, their individual voting privileges shall be suspended.
Section 4. Resignations and Reinstatements:
A member may resign from the Club at any time by so notifying the Secretary in writing. A member wishing to be reinstated can do so by notifying the Secretary and paying the full current
year's dues. Partial dues rebate is not provided for in such instance.
Section 5. Expulsions:
The Club's Board of Trustees ("The Board") may propose membership revocation of any member of the Club, by a vote of three-fourths of its members, for any act or conduct which, in the opinion of the Trustees ("The Board"), is inconsistent with the purposes and best interests of the Club. No membership may be revoked unless the member shall have forwarded to them,
by registered mail, at their residence address, appearing in the records of the Club, a statement of the intended revocation. Furthermore, the member shall be given at least two weeks notice, in writing, of the time and place of the meeting of the Board at which such revocation will be considered and/or action taken. The member shall be given the opportunity to be heard at this meeting of the Board. If the Board approves the expulsion, the expelled member shall have the
right to appeal the expulsion to the full membership of the Club at its next Regular Meeting or at a Special Meeting called for this purpose. A vote of 2/3 of those present at this meeting will be required to effect such revocation.
The Officers of the Club shall consist of a President, a Vice President, a Secretary and a Treasurer. These Officers shall be elected annually by the membership and shall serve without compensation until the installation of their successors.
The President shall be the principal officer of the Club, conduct all meetings and supervise the Club's business and its affairs. In the event of a vacancy in the Board, the President with the advice and consent of the Board, shall appoint a current member to fill the unexpired term until the next Club election. At the next Club election, a Club member shall be elected to fill the position in question.
No member who holds elected office in the Borough of Saddle River shall be eligible to hold the Office of the Club President.
The Vice President shall, in the absence or upon disability of the President, perform the President's duties. The Vice President shall also perform such duties as may be delegated by the President.
The Treasurer shall receive and disburse the funds of the Club, keep all funds of the Club deposited in its name in such depositories as the Board may designate, and keep books of accounts showing all receipts and disbursements. The Club's books, upon 5 business days notice, shall be open to inspection by any current member of the Club. All disbursements of less than $ 100.00 may be paid by the Treasurer at their discretion. All other disbursements shall be made only upon approval of the Board. All checks in excess of $100, drawn upon the Club account, shall be signed by the Treasurer and countersigned by the President or Vice President. The Treasurer shall report on the status of the finances of the Club at the Annual Meeting and at
such other times as the President or Board may require.
It shall be the duty of the Secretary to conduct official correspondence, serve all notices required by these Bylaws or by law, preserve all books, documents and communications of the Club and maintain an accurate record of the proceedings of the Club and its Board. The Secretary shall submit minutes of the previous meeting to the President and Vice President prior to the next meeting of the Board as well as Regular Club meetings. The Secretary shall
prepare and file the Annual Report and such other reports required by law, and perform such other duties as may relate to this office, subject to the direction of the Board.
Section 6. All Officers, upon completion of their term of office, shall relinquish to their successors all property of the Club.
No Officer or Trustee may serve in the same position for a period exceeding three (3) successive terms, exclusive of partial terms filled by appointment.
Board of Trustees/Committees
Section 1. Board of Trustees
a) This Board shall be the policy forming body of the Club and shall report its deliberations to the membership when deemed advisable by its Chairperson.
b) The Club President shall be its Chairperson.
c) The Board shall consist of the four elected Officers, the Municipal Chair and six (6) Trustees who shalJ each be elected for a term of three (3) years. These terms will be staggered so that only two (2) Trustees will be up for election in any given year. Each of these Trustees will, by appointment of the President, also serve as Chairperson of the Club's standing committees. The immediate past Club President and the Republican Mayor of the Borough of Saddle River shall be ex-officio members of the Club's Board and serve in an advisory capacity.
d) The Chairperson may invite other members when, in their opinion, such attendance is necessary. Such invitees shall have no voting rights.
e) Regular meetings shall be held at the discretion of the Chairperson. Location, time and place will be determined in consultation with the members.
f) At all meetings the Order of Business shall be:
1) Reading of the minutes of the previous meeting;
2) Reports of officers and committees;
3) Unfinished business, and
4) New business.
g) At all meetings of the Board six (6) members shall constitute a quorum for the transaction of business, hi all cases requiring the "advice and consent of the Board", a duly constituted meeting of the Board is required.
Section 2. Appointment:
The President, with the advice and consent of the Board, from time to time at their discretion, may establish standing committees of the Club (e.g.. Bylaws, Campaign, Finance, Membership, Program, and Public Relations) and such other Committees deemed necessary by the President.
Section 3. Nominating Committee:
The Nominating Committee shall be composed of the Club President, Vice President, Municipal Chairperson and four members appointed by the President. The President shall notify all members of the Board in writing the names of these appointees at least ten (10) days in advance of the first meeting of the year for the purpose of securing the advise and consent of the Board.
The Nominating Committee shall hold periodic meetings in order to make appropriate recommendations to the membership at Regular or Special Meetings.
Section 4. Municipal Committee:
As established by law, a committee of four (4) persons shall be elected biennially at the time of the June Primary Election. Two (2) members (one male and one female) from each of the two (2) Borough Electoral Districts, having been so elected, will represent the Borough in connection with County/Borough liaison matters. Candidates for the Municipal Committee will be nominated by the Nominating Committee and approved by the general membership by a simple majority vote. The Municipal Chairperson shall be an ex-officio voting member of the Club's Board.
Any member of the Saddle River Republican Club who holds elective office as a member of the governing body of the Borough of Saddle River shall not be nominated by the Club to serve as a Candidate for Municipal/Committee m the Borough of Saddle River.
Section 5. Standing Committees other than Nominating and Municipal
a) The Standing Committees of the Club shall be Bylaws, Campaign, Finance/Ways and Means, Membership, Program, and Public Relations. Other committees may be created as and when deemed advisable.
b) The Chairperson of all committees shall be appointed by the President, with the advice and consent of the Board, who will be an ex officio member of each committee.
c) All committees, standing or otherwise, shall report to the Club when it is in regular session as they may be directed by the President and Board.
d) A vacancy in any committee shall be filled by the Chairperson of that committee with the approval of the President and, with the advice and consent of the Board, at or before the meeting following the occurrence thereof.
e) Any member of an appointed committee who shall be charged with negligence in the performance of their duties may be removed by the President, with the advice and consent of the Board.
Section 6. Duties of Standing Committees
a) BYLAWS: At each Annual Meeting of the Club, the President, with the advice and consent of the Board, shall appoint three (3) Club members m good standing to monitor the function and
effectiveness of the Bylaws as they relate to the Club's operation. As appropriate, throughout the year, this committee shall report to the President and the Board in connection with recommended changes or clarification. It shall then be the responsibility of the President and the Board to consider and/or implement such changes or clarifications. Any action to be taken shall be reported to the Club members at the next Regular or Special Meeting of the Club. Article Ten of these Bylaws shall govern in the case of change or amendment.
b) CAMPAIGN: The Campaign Committee shall be responsible for all political campaign activities of the Club.
c) FINANCE: The Finance Committee shall plan, initiate and direct all fund-raising activities of the Club and shall coordinate its work with that of the Treasurer and the Campaign and Program
d) MEMBERSHIP: The Membership Committee shall be charged with promoting and increasing membership in the Club. It shall structure and conduct programs designed to increase the Club's membership and encourage attendance at meetings. It shall interest residents of the Borough of Saddle River and persons about to attain voting age in the principles and candidates of the Republican Party and encourage them to participate actively in political affairs. It shall coordinate its work, where appropriate, with that of the Program Planning and Publicity Committee.
e) PROGRAM: This committee shall be responsible for the Meeting program and at other special events as directed by the Board, and shall be in charge of arrangements for any and all social affairs of the Club. It shall be composed of a Chairperson, appointed by the President and the Board, and such other members as the Chairperson deems necessary.
f) PUBLIC RELATIONS: This committee shall direct all publicity as established by the Club's Board. It shall be composed of a Chairperson, appointed by the president, and such other members as the Chairperson deems necessary. It shall coordinate its work,
where appropriate, with that of the Program Committee.
The Fiscal Year of the Club shall begin the first day of January of each year. Thus, the Fiscal and Calendar Year coincides.
The Annual Meeting of the Club shall be held during the fourth quarter preceding the beginning of a Calendar Year, the specific date to be determined by the Board. Officers and Trustees of the Club shall be elected at this meeting for the following year.
The Regular Meetings of the Club shall be held as determined by the Board. Regular meetings shall be as called by a majority of the Board with a minimum of three (3) meetings to be held each Calendar Year including the Annual Meeting.
Special Meetings shall be held at the call of the President, a majority of the Board or by Petition to the President and Board by one-fourth (1 /4) of the members of the Club in good standing.
At least ten (10) days notice of a Regular or Special Meeting shall be given to each current member of the Club, hi the case of a Special Meeting, the notice shall state the purpose for which the meeting is called and only business relating to such purpose shall be transacted at such meeting.
The vote of a majority of the members present at a duly convened Regular or Special Meeting shall be sufficient to take action on behalf of the Club. Voting will be by voice vote or by secret ballot. Proxies shall not be allowed.
The Order of Business at all meetings of the Club, unless a majority of the members present vote by show of hands to dispense with any part thereof, shall be as follows:
1) Reading of Minutes of previous meeting
2) Reading of Communications
3) Treasurer's Report
4) Committee Reports
5) Report of Municipal Committee Chairperson
6) Unfinished Business
7) New Business
Parliamentary Procedure, as appropriate, will be utilized throughout Club meetings. Roberts Rules of Order: American Bar Association 1995 Revised Edition ("The Rules"), as currently then used by The County of Bergen, New Jersey, will be the basis for such procedure. The Office of the County Clerk will provide interpretation of The Rules, as needed. The Secretary shall be
responsible for implementation of these Rules, as necessary. Copies of the Rules will be retained and be available for reading and use by any current Club member upon five (5) business days notice to the Secretary.
Election of Club Officers and Trustees
The Nominating Committee shall report to the Club at the meeting prior to the Annual Meeting or by mail at the time notice is sent of the Annual Meeting.
Nominations may be made, seconded and voted from the floor at the Annual Meeting.
Only dues paying members who are in good standing shall be eligible to stand as candidates and vote in the election of officers.
All elections for elective office shall be by secret ballot, except when there is only one candidate for an office. In that instance, balloting may be effected by voice vote.
The Secretary shall be responsible for providing balloting materials. Section G. A majority of all votes cast shall be necessary for election. In the event that no candidate receives a majority on a given ballot, the nominee having the lowest vote shall be dropped from the succeeding ballot. Succeeding ballots shall be cast until one nominee shall have a majority of the votes cast.
Endorsements of Candidates for Public Office
No individual member of the Club shall have authority to endorse, on behalf of the Club, any candidate for nomination or election to pubhc office. The Club may recommend or endorse candidates for local, county, state and national Republican primary elections provided the majority of the members present vote in favor thereof at any Regular or Special Meeting of the Club.
Any candidate for public office seeking the endorsement of the Saddle River Republican Club has the responsibility to make their request known in writing to the Club President and/or Secretary no less than 30 days in advance of the required date of submission of the petition for public office (currently 54 days prior to the primary election).
Nominations may be made, seconded and voted from the floor at the meeting scheduled for such purposes as mentioned in Section 1. Notification of this meeting will be given at least 10 days in advance. Communication of the Club's endorsement will be made to the County Republican Organization no less than 40 days in advance of the primary election.
Mailing Address/Agent in Charge
Correspondence to the Club should be addressed as follows:
The Saddle River Repubhcan Club, Inc.
(at the then President's current address)
The name of the agent therein, and in charge thereof and upon whom process
against the Club may be served, shall be the Secretary.
The Bylaws may be amended only by the affirmative vote of two-thirds (2/3) of the members present and voting at a Regular or Special Meeting provided that notice ten (10) days prior to the meeting, in writing, of the proposed amendment shall have been mailed to each current member in accordance with the requirements of these Bylaws.
Prepared December 2. 2004
Robert P. Mulligan, ByLaws Committee Chairman
John Murray, Trustee
Lou Savarese, Vice President