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Orange-Villa Park Republican Assembly Bylaws

Table of Contents
Article I – Name
Article II – Powers
Article III – Purpose and Objectives
Article IV – Jurisdiction
Article V – Membership
Article VI – Board of Directors
Article VII – Committees
Article VIII – Meetings
Article IX – Revenue & Dues
Article X – Voting
Article XI – Endorsements
Article XII – Rules of Order
Article XIII – Amendments
Article XIV – Subject to State Bylaws

ARTICLE I – NAME

The name of this organization is the Orange Villa Park Republican Assembly (OVPRA) hereinafter referred to as "the Assembly" or "OVPRA," a chartered unit of the California Republican Assembly, a non-profit California Corporation, hereinafter referred to as "CRA."

ARTICLE II – POWERS

The powers of the Assembly shall be to direct, manage, supervise, and control its business, property, and funds to carry out its purpose and objectives.

ARTICLE III – PURPOSE AND OBJECTIVES

The purpose and objectives for which the Assembly is formed are:

  1. To develop an intelligent, aggressive and serviceable Republican organization among interested parties with the general area as specified by Article IV;
  2. To foster and develop interest in and appreciation for the ideals of self-government and conservative principles of government and our State and Federal Constitutions.
  3. To encourage and persuade all citizens to register to vote, to support the platform and the endorsed candidates of the California Republican Assembly;
  4. To support and educate all citizens about the mission and purpose, including the statements of position, of the California Republican Assembly and to encourage like-minded Republicans to join and support the CRA.
  5. To gather and disseminate accurate information concerning proposed measures, bills and candidates;
  6. To select, endorse, and support members of this Assembly and other outstanding Republicans for public office in primary, general, and special elections.
  7. To conceive, develop and support measures for the improvement of government, and to promote public forums to serve the public interest.

ARTICLE IV – JURISDICTION

The jurisdiction of the Orange Villa Park Republican Assembly shall consist of all areas within the Cities of Orange and Villa Park.

ARTICLE V – MEMBERSHIP

Section 1. Classification. The classification of membership in the Assembly shall be regular members and honorary members.

Section 2. Qualifications. Regular membership of the Assembly shall be limited to those American citizens of good moral character who: 1) are registered to vote as members of the Republican Party; 2) reside in the immediate or adjacent CRA geographic area specified in Article IV and 3) do not belong to another CRA unit.

Section 3. Honorary Membership. Honorary members shall be those registered Republicans who are elected to such status by two-thirds vote of the Board of Directors of the Assembly.

Section 4. Membership Records. The Membership Chair shall keep all records of this organization pertaining to membership.

Section 5. Termination of Membership. Membership in the Assembly may be terminated voluntarily at any time by the member, or suspended or involuntarily terminated as follows:

a. Termination for Cause. In the event any member no longer meets the qualifications for membership given in Section 2 of this Article, or willfully and repeatedly acts against the purposes and objectives of the Assembly as given in Article III hereof, such member may be considered for expulsion by the Board of Directors. Any such member may be expelled from membership by a three fourths (¾) vote of the Board of Directors, provided that such member shall receive thirty days written notice by certified mail of such contemplated action and shall be entitled to be heard by the Board before action is taken. The action of the Board may be appealed by the member to the full Assembly at the next general membership meeting by filing with the Secretary a request to do so. Such member shall remain a member in good standing until the matter is resolved by majority Assembly vote.

b. Suspension and/or Termination for Non-Payment of Dues. If a member's dues become delinquent (see Article IX) the member shall automatically be suspended, and the Secretary shall so notify the member in writing stating that the member may be reinstated by paying dues owing within thirty (30) days, otherwise the membership will be forfeited. Should the dues remain unpaid for thirty (30) days after such written notice by the Secretary, the membership shall, ipso facto, terminate.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. The Board of Directors of this Assembly shall be composed of the Officers herein described, elected by the Assembly at its annual election meeting. The immediate Past President of this Assembly shall be a non-voting ex-officio member of the Board.

Section 2. The Officers of this Assembly shall consist of a President, Vice President, Secretary, Treasurer, Membership Chair, and Volunteer Chair. The President shall also act as Parliamentarian. These officers shall be elected at the annual December election meeting of the Assembly, serving for a term of one (1) year or until successors are elected, qualified, and installed.

a. Eligibility. As of the December 2007 election meeting, each member nominated to be an Officer or Director shall have been, for at least six (6) prior continuous months, an active regular member in good standing of the Assembly and shall meet the requirements of Section 4 of this Article.

Section 3. Powers and Duties. The Board of Directors and each of the Officers shall have the powers and duties usually attached to said officers and shall, in addition, have the powers and duties assigned to them by these Bylaws and by this Assembly.

a. President. It shall be the duty of the President to preside at all meetings of the Board of Directors and of the Assembly and to call such meetings as are herein provided to be called by him or her. The President shall see that the Bylaws and such other rules and regulations are diligently enforced, and shall supervise generally the affairs of the Assembly and at the annual election meeting shall make a general report of its business during the previous year. The President shall perform such other duties as usually pertain to the office of the President and have full powers to appoint members of all committees. The President shall countersign all checks and official correspondence, shall serve ex-officio on all committees except the nominating Committee.

b. Vice President. It shall be the duty of the Vice President to assist the President as pertains to such duties as programming, membership communication, and hospitality. The Vice President shall perform all duties of the President in the absence of the President.

c. Treasurer. The Treasurer shall be custodian of the funds of the club by receiving, collecting, and depositing all monies received by the Assembly. He shall keep the usual book of accounts and such records and books as directed by the Board of Directors. He shall originate all disbursements on orders of the Board of Directors. All drafts are to be signed by the Treasurer and the President. He shall submit a written report monthly to the Board, and at fiscal year end to the Assembly, which reports shall contain the income statement, balance sheet, and cash flow statement of the Assembly. The fiscal year-end report shall be audited by an outside CPA at the expense of the Assembly, if so required by any three board members or a majority of the Assembly. The Treasurer shall be bonded at the expense of the Assembly if requested by the Board of Directors.

d. Secretary. The Secretary shall keep the minutes of the Assembly meetings and Board of Directors meetings. The Secretary shall keep a record of all member names and addresses and perform such duties as the President may require. The Secretary shall cause a copy of these Bylaws and minutes of recent previous meetings to be available at every Assembly and Board meeting and to notify each member and the Treasurer of each member's annual dues renewal. It shall be the duty of the Secretary to make all written correspondence requested by the President and fulfill the obligations pertaining to the records of the OVPRA.

e. Membership Chair. The Membership Chair shall keep all records of this organization pertaining to membership. The Membership Chair shall keep a record of all member names and addresses and perform such duties as the President may require.

f. Volunteer Chair. The Volunteer Chair shall organize and solicit actively the Membership of the Organization to participate in specific campaign volunteer opportunities for endorsed candidates and measures.

g. The Board of Directors shall have the power to solicit and receive contributions from members of the general public for the purpose of the Assembly and the activities it sponsors, but shall not solicit funds for the State or County Central Committee, or for use by the Republican Party, without first securing consent of the appropriate party official in the manner provided by the Election Code of California.

h. The Board of Directors shall be vested with the power and duty of transacting all of the business of the Assembly. It shall be responsible for carrying out the objectives and purposes of the Assembly and shall make such rules and regulations as shall be deemed advisable provided only that such rules and regulations are not in conflict with these Bylaws.

i. The Board of Directors shall cause the Treasurer to remit promptly to the Secretary of the CRA all dues or assessments payable to the CRA in the amounts and at the time such payments are due.

Section 4. Public Service. No officer of this Assembly shall be a candidate for, or hold, any partisan, elected public office, other than an office within the Republican Party, the Republican National Committee, or the State or County Central Committees. In the event that an officer becomes a candidate for such office, the officer's CRA position shall be automatically vacant.

Section 5. Removal from Office.

a. In the event any Officer or Director, no longer meets the requirements of Section 4 above, he shall be deemed to have resigned from office, and his office automatically declared vacant.

b. Any officer may also be removed by a two-third (2/3) vote of this Assembly at a regular monthly meeting where a quorum is present, but only after thirty (30) days written notice to all members specifying that such removal will be voted upon and the reasons therefore.

Section 6. Vacancies. Vacancies, however created, shall be filled by an election to be held at the next regular meeting of the Board of Directors following the creation of such vacancies. Whenever a vacancy shall occur in any of the elected offices of this Assembly, the next succeeding officer shall perform the duties pertaining to the office becoming vacant until such vacancy shall be filled by an election called by the Board of Directors.

Section 7. Delegates. Delegates to attend the conventions of the CRA and to represent this Assembly shall be elected by the membership, under the provisions of the CRA Bylaws. If a convention of the CRA is called with less than 30 days notice, the President (or the Vice President in the President's absence) shall appoint members of the Assembly to attend said convention as delegates of OVPRA. Only members in good standing of OVPRA may be elected or appointed as delegates to any such convention.

ARTICLE VII – COMMITTEES

Section 1. Appointments. The President shall have full power to establish committees, and to appoint members thereof, subject to the ratification of the Board of Directors. All members of the committee shall hold office at the pleasure of the President, and shall, in no event, be deemed to continue in appointments beyond the time of the annual election, unless re-appointed.

Section 2. Standing Committee. The Board of Directors shall establish The Standing Committee of the Assembly.

Section 3. Credentials Committee. Not less than thirty (30) days before the annual and any special election meeting of the Assembly, the President, subject to the approval of the Board of Directors, shall appoint a credentials committee consisting of three (3) members in good standing, which shall include the Secretary, and two (2) members who are not officers. Not less than fifteen (15) days prior to such election meeting, the Treasurer and the Vice President, Membership shall provide the committee with a list of members-in-standing who are eligible to vote in the election. The committee shall attend the election meeting, verify credentials, issue and count ballots, and report the election results to the Assembly.

ARTICLE VIII – MEETINGS

Section 1. Board of Directors Meetings.The Board of Directors shall meet once each month, at a time and place to be designated by the President. All members of the Assembly shall be entitled to attend such meetings and to be heard but shall not have the right to vote. A quorum shall consist of a simple majority of the full Board of Directors. A Board meeting may be called at any time by the President or by a request of one-third (1/3) of the full Board of Directors.

Section 2. Assembly Meetings. Meetings of all the members of the Assembly shall be held annually in March of each year as an election meeting, and monthly at a regular time and place designated by the Board of Directors within the geographical area shown in Article IV. Special meetings may be called at any time by the President, by a majority of the Board of Directors, or by request of twenty-five percent (25%) of the membership. Notice of each general meeting of the Assembly shall be given by the Secretary to each member in good standing thirty (30) days prior to such meeting, stating the time, place, and agenda. At meetings for which the agenda contains either an election, or a matter for which more than a simple majority is required, a quorum shall consist of twenty percent (20%) of the regular members. At all other meetings, a quorum shall consist of ten percent (10%) of the regular members.

ARTICLE IX – REVENUE & DUES

Section 1. Sources. The revenues of the Assembly shall be derived from dues, contributions and functions.

Section 2. Dues. The annual Assembly membership dues shall be on a 12-month basis, shall be due on the 1st day of the renewal month, and shall be delinquent 90 days thereafter.

a. Dues Amount. Members shall pay the State CRA dues of $14 per member plus $9 per each additional member at the same address, or such other amount as may be fixed by the Board of Directors in its annual budget and ratified by the Assembly at its next regular meeting.

b. New Members. Applicants who become members during the year shall submit the full amount annual dues with their application.

Section 3. Functions. The Board of Directors may schedule functions for the purpose of achieving the objectives in Article III. The President or Vice President will propose, and the Board will approve, a budget and fee schedule for each function that is consistent with the annual budget.

ARTICLE X – VOTING

At all meetings of the Assembly, voting shall be conducted according to the rules of order provided in Article XII hereof, except as otherwise provided in this Article X. In no case shall there be voting by proxy or cumulative voting.

Section 1. Election Meetings. Only those regular members who have been members in good standing for more than thirty (30) days prior to a meeting held for the election of officers and directors, shall be eligible to vote for such officers and directors. At such meetings, once the nominations are closed, the election for officers which are uncontested may be conducted by voice vote. The election for contested offices shall be conducted by secret ballot as provided in Article VII, Section 4. A majority vote shall be required in elections.

Section 2. Other Assembly Meetings. Only regular members in good standing shall be eligible to vote. Except as otherwise provided in Article XII hereof, a majority vote shall be sufficient on all questions.

ARTICLE XI – ENDORSEMENTS

Endorsements shall be made in accordance with the State CRA Bylaws.

ARTICLE XII – RULES OF ORDER

All meetings of the Board of Directors and of the Assembly shall be conducted under the Tenth Edition of Robert's Rules of Order Newly Revised, subject to the following, in order of precedence:

  • CRA Bylaws
  • These OVPRA Bylaws
  • Standing Orders
  • Special Orders

Section 1. Standing Orders. Standing orders for the conduct of business at all Assembly or Board of Directors meetings may be enacted by two-thirds (2/3) vote of the Board of Directors or of the Assembly.

Section 2. Special Orders or Suspension of the Rules. Special orders for, or any motion to suspend the rules at, any meeting of the Assembly or of the Board of Directors requires a seventy-five percent (75%) vote of ballots cast by the body meeting. Special Orders and Suspension of the Rules may not last beyond meeting at which they are adopted.

ARTICLE XIII – AMENDMENTS

These Bylaws may be amended or revised at any general membership meeting of the Assembly (not a Board of Directors meeting) by a favorable vote of two-thirds (2/3) of the members present (if a quorum) and voting, provided such amendment be proposed in writing and filed with the Secretary at least sixty (60) days prior to such meeting and notice thereof, including a copy of the proposed amendment or revision, be given to all members at least thirty (30) days prior to such meeting. Any amendment becomes effective immediately, unless subsequently found to be in conflict with the CRA Bylaws. The Bylaws as amended must be submitted to the Secretary of the State CRA.

ARTICLE XIV – SUBJECT TO STATE BYLAWS

These Bylaws shall be subject to the provision of the Articles and Bylaws as adopted and amended from time to time by the California Republican Assembly, which provisions are incorporated herein and made a part hereof, whenever appropriate.

info@ovpra.org