12-21-08 Mike Memorandum From the desk of Mike Osborn Chairman California Republican Party Rules Committee

To: Michael Schwab Re: San Mateo County Republican Central Committee and the question: “CAN VACANCIES BE FILLED PRIOR TO ELECTION OF NEW CHAIRMAN?” Before an opinion on the question can be made a review of the Committee’s bylaws must be done. After reviewing the bylaws I have several observations: 1. While the term “appointed member” is used throughout the bylaws there is no actual definition. In fact, the SMRCC defines different classes of members but does not include “Appointed Member.” 2. The bylaws are clear on the filling of vacancies. (Ref. §2.01.04(D)1,2) 3. The bylaws are clear on the purpose of the Organizational Meeting. a. §2.02.01(A) states: Organizational meeting. The committee shall convene in an organizational meeting biennially to swear-in elected members, elect officers, and conduct other business as the committee deems necessary. (emphasis added) Discussion:

By statute no committee can survive itself. That is, a new committee, with no relation to the old, must be organized, according to law, following each

biannual Statewide Primary. In fact most bylaws forbid contracting or accepting indebtedness unless they can be disposed of within the committee’s two year lifespan. Further, all members of the old committee cease to be members at the moment the Organizational Meeting commences. The swearing in of the newly elected members at the Organizational Meeting has become part of our ceremony but is not a requirement. That is, an elected member may take the oath anytime following the certification of their election. Example: An elected member who may not be able to attend the Organization Meeting, but who wishes to run for an Executive Board office, which takes place at the Organizational Meeting, may choose to be sworn in by the County Clerk or a deputy and then have his name placed in nomination even though he is absent. This action is not possible for an “Appointed Member” for there is no mechanism for them to become “Appointed Members.” Simply there is no one who can appoint since there are no members of the future committee until the Organizational Meetings is called to order. Example: A newly elected member that is certified and sworn in still cannot vote or hold office until the commencement of the Organizational Meeting following their election. Moreover, even though the incoming members are aware that vacancies will exist, that existence does not occur until the committee organizes. At that time the mechanism for filling vacancies, provided for in the bylaws, must proceed. Opinion: 1. Vacancies do not exist until a committee organizes. 2. Vacancies have to be filled according to the bylaws. 3. Members cannot be appointed until there is a committee to appoint them, and then only as provided for in the bylaws. It is my opinion that the answer to the original question is no. The

elected and exofficio members may be sworn in followed by the election of the Chair.

Respectfully, Mike Osborn Chairman CRP Rules Committee