CONSTITUTION AND BY-LAWS OF THE NEW YORK FEDERATION OF COLLEGE REPUBLICANS

ARTICLE I ± NAME AND PURPOSE SECTION 1: This entity shall be known as The New York Federation of College Republicans. SECTION 2: The Purpose of this entity shall be: A. To promote the principles of the limited government, fiscal sensibility, economic freedom and personal responsibility college campuses in State of New York. B. To aid in the election of candidates adhering to those values at every level of Government. C. To encourage and assist in the organization of an active and functional College Republicans chapter on each college campus in the state of New York. D. To develop political acumen and leadership ability amongst all students as preparation for future service to their community and country. E. To coordinate activities with all Committees and Organizations sharing those principles at the Local, state and Federal Levels

ARTICLE II ± MEMBERSHIP SECTION 1: A Regular Member of this entity shall be defined as meeting ALL of the following requirements: A. The Club must be a College Republican Club within the borders of the state of New York. B. The Club must be officially acknowledged by the University or College in which it has formed. C. The Club must also have a written Constitution approved by the Members of the Club, and the Committee on Elections and Credentialing.

D. The Club must have at least (10) Active Members. (An Active Member shall be defined by each individual club constitution) SECTION 2: A Junior Member of this entity shall be defined as meeting ALL of the following requirements: A. The Club must be a recognized College Republican Club within the State of New York. B. The Club must be officially acknowledged by the University or College in which it has formed. C. The Club must also have a written Constitution approved by the Members of the Club, and the Committee on Elections and Credentialing. D. The Club must have at least five (5) Active Members. (An Active Member shall be defined by each individual club constitution) SECTION 3: The determination of whether a club meets the minimum requirement shall ultimately be made by the existing membership at the annual meeting of the Standing Committee. SECTION 4: Any member club which is a recognized member while entering the annual convention, shall be given full faith and credit towards membership, unless they are in arrears, or have been removed..

ARTICLE III ± STANDING COMMITTEE SECTION 1: The Standing Committee shall consist of, all duly appointed delegates of member clubs in good standing, and the officers of the Executive Board SECTION 2: Voting rights shall be determined by Article IV of this Constitution. SECTION 3: The Standing Committee shall meet at least once (1) every year as defined in Article VII of this Constitution. SECTION 4: At all meetings of the Standing Committee, a quorum for transaction of business shall consist of at least twenty five (25) percent members in good standing and entitled to vote. SECTION 5: Special meetings of the Standing Committee shall be called in one of the following manners:

A. A written request may be submitted to the Chairman with the approval and signatures of at least One-Third (1/3) of the Executive Board. An Executive Board Meeting is then called, to review the petition. An official meeting of the Standing Committee shall then be called with the majority vote of the Executive Board. This meeting shall be held no later than 21 days after final approval by the Executive Board B. A written request may be presented to the Chairman with the approval and signatures of at least One-Quarter (1/4) of the Voting Members of the Standing Committee. This Petition shall bear the issues to be addressed at the proposed meeting. An official meeting of the Standing Committee shall then be called with the one-third (1/3) vote of the Executive Board. This meeting shall be held no later than 21 days after final approval by the Executive Board SECTION 6: No matter may be decided upon by the Standing Committee except by a majority vote of those present and entitled to vote, unless as otherwise required by a specific provision of this Constitution. SECTION 7: The Standing Committee shall have the sole authority in redistricting of regions. Redistricting shall be done once (1) in every year that ends in a five (5) or a zero (0) by a majority of the Standing Committee present and voting, or by two-thirds (2/3) of the Standing Committee present and voting at all other times. Redistricting must meet the following requirements: A. There shall be no less than (5) and no more than ten (10) regions; B. The lines for the regions must conform to county lines; C. The regions shall be made up of continuous counties; D. And the regions shall be no less than five (5) and no more than fifteen (15) counties. A region located south of the Westchester/Bronx board does not need to comply with said rule. E. There shall be a difference of no greater than five Member clubs separating the Largest and Smallest Regions. SECTION 8: The Standing Committee shall be responsible for approving all expenditures and all undertakings of financial obligation which are not specified in the approved annual budget, except as proved for in Article VIII, Section 4. ARTICLE IV ± VOTING AT STANDING COMMITTEE MEETINGS SECTION 1: Only members in good standing shall be entitled to vote. A. A Regular Member shall be entitled to two (2) votes.

B. A Junior Member shall be entitled to one (1) vote.

SECTION 2: The Chair of each member club shall have the authority to delegate their vote to themselves or to any other Active Member of their club for a period no longer than eleven (11) months. If the Chair is appointing a Delegate other than him/herself,the Delegate shall then send official written notification to the Chairman, Secretary and the Parliamentarian. Once a meeting has been called to order, that Delegate¶s authority may not be revoked until the formal close of the meeting.. SECTION 3: The smallest vote a delegate shall cast shall be no smaller than one vote

ARTICLE V ± OFFICERS (EXECUTIVE BOARD) SECTION 1: The collective Officers shall be known as the Executive Board. SECTION 2: The Executive Board shall be comprised of the following persons: A. One (1) Chairman B. One (1) Deputy Chair C. One (1) Secretary D. One (1) Treasurer E. One (1) Parliamentarian F. Regional Vice-Chairs 1. Every Region shall have one (1) Vice-Chair 2. The regions shall be determined by the Standing Committee as per Article V, Section 9 of this Constitution.

SECTION 3:The Chairman, Deputy Chair, Treasurer, Secretary and Regional Vice Chairs shall have one (1) vote on the executive board and their term shall end at the adjournment of the annual meeting of the Standing Committee. Any officer may proxy their vote to any Active Member of any club that is a member within accordance of Article II of this constitution. All proxies shall expire at the end of the meeting for which they have been issued. A written notice, bearing the Signature of the Officer, and the name of the Proxy shall be filed with the Secretary during the quorum call.

SECTION 4: Requirements of Officers: A. An voting officer must be a registered member of the Republican Party of the state in which they are registered to vote for at least the one (1) preceding year, unless so by their state laws. B. An officer must have been a member of a member Club for no less than one hundred-eighty (180) days, prior to taking, but not running for, elected office. C. C. The candidate shall run in no more than one (1) election in the time between the call to order of the Annual Convention and the call to order of the Annual Convention the following year, save for those instances with the written consent of the Committee on Elections and Credentialing. D. The candidate for the officer¶s position shall send a letter of intent through post or email to the Chairman of the Executive Board and the President of the Committee on Elections and Credentialing no less than one month before the casting of ballots in the election. SECTION 5: Election of Officers A. Election of Officers shall be held at the annual meeting of the Standing Committee. B. Election of Officers shall occur in the following order and manner: 1. The Chairman shall be elected by the Standing Committee. 2. The Deputy Chair shall be elected by the Standing Committee. 3. The Secretary shall be elected by the Standing Committee. 4. The Treasurer shall be elected by the Standing Committee. 5. The Parliamentarian shall be appointed by the Chairman and approved by the Executive Board. 6. The Executive Director shall be appointed by the Chairman and approved by the Executive Board. 7. The Regional Vice-Chair shall be elected by their corresponding regional caucuses during a meeting held specifically for that purpose at the Annual Convention. SECTION 6: Upon the consent of the Executive Board, the Chairman may hire additional volunteers to help with the day-to-day business of this entity. Volunteers shall

be non-voting, will not be counted in quorum, shall serve at the discretion of the Chairman, and shall not be present during any executive or secret session of the Executive Board, unless previously authorized by the Executive Board. A. The purpose of an executive or secret session shall be limited to which is require by New York State Law and wherever is essential to maintaining a persons¶ character. B. No official votes may be taken during an executive or secret session. SECTION 7: Vacancy of Officers: A. In the case of a vacancy of the office of Chairman, the Deputy Chair shall become the Chairman pro-tempore, until the next special or annual meeting of the Standing Committee which shall be held no less than twenty-one (21) days after the vacancy. If the next meeting is a special meeting, then the Chairman pro-tempore shall become the Chairman and a new Deputy Chair shall be appointed by the old Deputy Chair and confirmed by the Standing Committee. The appointed Deputy Chair shall not act in any official capacity until confirmed by the Standing Committee. B. In the case of a vacancy of the office of the Deputy Chair, Secretary, Treasurer, or Parliamentarian, a special meeting of the Executive Board shall be held within fourteen to twenty-one (14-21) days after the vacancy. If the next meeting is a special meeting, then the officer shall be appointed by the Three-Fourths Vote of the Executive Board until such a time as elections are deemed proper and expedient by a majority of the Executive Board. In the case of a vacancy of one or more of the office(s) of Regional ViceChair, a regional caucus meeting shall be held to elect a new Regional ViceChair. Each region shall be responsible for calling a meeting of their caucus which shall be held within fourteen to twenty-one (14-21) days after the vacancy. SECTION 8: Duties of Officers: A. The Chairman: 1. Shall preside at all executive board meetings and at all Standing Committee meetings; 2. Shall meet when necessary with the Treasurer to review checks and expenditures approved by the Executive Board. May be the sole signor of checks upon approval by the Executive Board. 3. Shall call special meetings of the Executive Board;

4. Shall sign all legal documents; 5. Shall make an annual report of the status of this entity at the Annual meeting of the Standing Committee; 6. Shall appoint, with the consent of the Executive Board, a Parliamentarian and an Executive Director of the Executive Board and individuals to other offices on an as-needed basis. 7. And shall perform all other duties incident to the office, or delegate duties to other officers in accordance with their positions.

B. The Deputy Chair: 1. Shall in the absence of the Chairman assume all duties and responsibilities of the Chairman; 2. Shall in the absence of either the Treasurer or the Chairman, the Deputy Chair shall be authorized to sign checks together with another authorized Officer; 3. And shall assist the Chairman as the Chairman shall see fit in any lawful manner. C. The Secretary: 1. Shall keep the official record of the Executive Board and the Standing Committee meetings; 2. Shall make minutes available of all meetings within twenty-one (21) days to all the member clubs; 3. Shall keep a register of all members and their current status and make such documents public to member clubs; 4. Shall take attendance at every meeting of the Standing Committee and the Executive Board and mind that all attendance requirements are being adhered to by the officers therein. 5. And shall perform all other duties incident to the office.

D. The Treasurer: 1. Shall keep the official financial records of this entity;

2. Shall deposit all monies in those banks designated by the Executive Board; 3. Shall meet weekly with the Chairman to review checks and expenditures approved by the Standing Committee. May be the sole signor of checks upon joint approval. 4. Shall be in charge of approved fundraising activity; 5. Shall prepare a monthly financial report for the Executive Board; 6. Shall prepare an annual financial report for the Standing Committee; 7. And shall perform all other duties as the office requires. E. The Parliamentarian 1. Shall be responsible for keeping and overseeing this Constitution. 2. Shall be responsible for providing final interpretations of this Constitution in the event of a dispute. i. Shall provide written explanation and justification for the decision rendered in the event of needed review. 3. Shall be the Presiding Officer of the Committee on Elections and Credentialing. i. Shall appoint, with consent of the Executive Board, the members of the Committee on Elections and Credentialing. 4. Shall be Present at all Executive Board Meetings, though he/she may not vote on Substantive Matters, save for those regarding the impeachment of Officers. 5. Shall be responsible for educating the Chairman and Regional ViceChair on the contents of Roberts¶ Rules of Order. 6. Shall resolve any disputes at the Standing Committee or Executive Board regarding interpretations of Roberts¶ Rules of Order. F. The Executive Director: 1. Shall ensure the efficiency of programs and projects undertaken by the Executive Board and Standing Committee.

2. Shall be the President of the Annual Convention Committee. 3. Shall assist the Executive Board and Standing Committee in all matters regarding promotion and advertising of the Committee, as well as in interfacing with elected officials at the Local, State, and Federal level. G. The Regional Vice-Chair: 1. Shall be the presiding officer of their respective Regional Caucus meetings; 2. Shall be responsible for representing the views of their respective region; 3. Shall provide written reports at the close of every month to the Executive Board detailing the events, statuses and activities of all member Clubs in his/her region. 4. And shall establish and develop member clubs in their respective region. SECTION 9: No matter may be decided upon by the Executive Board except by a majority vote of those present and entitled to vote, unless as otherwise required by a specific provision of this Constitution and a quorum the Executive board is present. SECTION 10: Quorum shall be a majority of voting members of the Executive Board. SECTION 11: Any officer of the Executive Board who is absent from three (3) consecutive regular meeting of the Executive Board, or any five (5) meeting within the term of office, shall automatically be removed from their officer position, unless such absence is excused by a two-thirds (2/3) vote of the Executive Board present and voting at the next regular meeting of the Executive Board. SECTION 12: A regular meeting of the Executive Board shall be held monthly on nine (9) days written notice to the Executive Board The Executive Board may cancel for a cause a regular meeting of said Board by two-thirds (1/2) vote of those present and voting SECTION 13: Special meetings of the Executive Board may be called at the discretion of the Chairman and shall be called at the written request of one-third (1/3) of said board. Said requests must include the reason and purpose of the meeting. A special board meeting may only deal with the reasons and purposes for which that meeting has been called. In the event the Chairman fails to issue a call for a special meeting, once it has been properly requested, any other officer may do so. A special meeting shall be called on fourteen (14) days written notice to the Executive Board.

SECTION 14: Rights and Powers of the Executive Board are as follows: A. To control revenue and property of this entity; B. To prepare and propose budgets; C. To authorize deposit funds of this entity in bank institutions and to invest the funds of this entity in securities which are authorized for the investment of trust funds by the laws of the State of New York; D. To determine the date, time, and location of the annual convention, within accordance of Article VII of this Constitution; E. And to take such other action, as shall in its best judgment and not in violation of New York State or Federal Laws, and not in violation of the text of this document, so promote the welfare of this entity.

ARTICLE VI ± THE ANNUAL CONVENTION SECTION 1: This entity must hold an annual convention no earlier than February 1st and no later than April 30th of each year. SECTION 2: The Executive Board must choose the date, time, and location with the following rules and restrictions: A. The date and location must be agreed upon on or before the Sunday following Thanksgiving; B. The convention bidding process must start no later than September 30th; C. The Executive Board must give a written reason for rejecting the rejected bids; D. And the Executive Board must choose members of the Annual Convention Committee as prescribed in Article VIII, Section 1,B of this Constitution. E. The Convention shall be held no later in the year than the second Friday in April, and shall be announced no later than two months to the date of the Convention. SECTION 3: The annual convention must be a Standing Committee meeting. The meeting shall be for the purpose of: A. Admitting new members;

B. Adoption of redistricting (if necessary); C. Election of Officers; D. Approval of the annual budget; E. And the disposition of all other business that may be set forth on the agenda.

ARTICLE VII ± COMMITTEES SECTION 1: Permanent Committees A. Committee on Elections and Credentialing 1. This committee shall be made up of Five (5) Representatives appointed by the Parliamentarian of the Executive Board, and approved by the Chairman. 2. The Committee shall make an official recommendation of ³Admit´ or ³Reject´ regarding the admission or rejection of new members to the Standing Committee at the Annual meeting. (a) Should the Committee vote to recommend admittance of the chapter to the Standing Committee, such club shall have all the rights of a credentialed club in the time leading up to the vote on that club¶s status at the Convention (b) The Credentialing of new Chapters shall always precede all other substantive votes at the Annual Convention. 3. The Committee shall report all members whom no longer meet the minimum requirement for membership to the Standing Committee at the Annual Meeting. 4. In years where redistricting is necessary, the Credentialing Committee shall make recommendations to the Standing Committee with their redistricting plan. The plan must meet the conditions Article V, Section 9 of this Constitution. 5. The Parliamentarian shall act as President of the Credentialing Committee. 6. The Committee shall provide two (2) of its members to assist and oversee the Parliamentarian in his/her tallying of votes in elections.

(a) In the event that the Parliamentarian shall be running in said election, he/she shall not be entitled in any way to exercise his/her powers in such a manner as to alter the makeup, collection of, or counting of ballots. The Chairman shall appoint an interim Parliamentarian to oversee the election, for the purposes of that election. 7. The Committee shall, at the conclusion of every election, make a report to the Executive Board regarding the candidates, vote tally, and outcome of the election. B. Annual Convention Committee 1. The Committee shall be made up of members proposed to the Executive Board during the bidding process for the Annual Convention and chaired by the Executive Director. 2. This Committee shall be responsible for organizing the day-to-day business of the Annual Convention. SECTION 3: The Chairman, with the advice and consent of the Executive Board, shall create ad-hoc committees as may be deemed advisable. SECTION 4: Each committee shall be responsible to report to the Executive and Standing Committee. No committee shall make any expenditure or undertake any financial obligation which is not specified in the approved annual budget or specifically authorized by the Executive Board.

ARTICLE VIII ± PARLIAMENTARY PROCEDURE SECTION 1: In all cases not expressly provided for in this Constitution, all meetings of this entity shall be conducted according to Robert¶s Rules of Order, Newly Revised (10th Ed., 2000) where applicable, and further, to common parliamentary practice as defined, clarified, and interpreted by the Parliamentarian. Roberts¶ Rules of Order should be read and Understood by all members of the Executive Board and Standing Committee. SECTION 2: Any member present and voting may move for a roll-call the motion needs a requires a second by another member present and voting. This motion may not be appealed. The Secretary shall print the names along with the individual votes and an official tally in the minutes. ARTICLE IX ± RESIGNATIONS and LEAVES OF ABSENCE

SECTION 1: The resignation of any member shall not relieve that member from the payment of any obligation due to this entity at the time of such resignation SECTION 2: Any member in good standing shall be entitled to a leave of absence upon application to the Standing Committee. Such member on leave of absence may reapply for membership at any time thereafter pursuant to Article II, Section 3 of this constitution. Upon acceptance of this application, such member shall be credited in full for any and all assessments paid prior to such leave of absence. SECTION 3: Removal of a Delegate shall be the sole authority of the school he/she is delegating for.

ARTICLE X- IMPEACHMENT AND REMOVAL OF EXECUTIVE BOARD MEMBERS SECTION 1: Any Member of the Standing Committee may file a formal grievance regarding the conduct of the Member of the Executive Board with the Chairman. Cause for grievances include, but are not limited to misappropriation of this entity¶s funds, conviction of a Felony, Violation of this Constitution, Election Fraud or Tampering or other activity that would constitute a Dereliction of the Accused¶s Duty to the Membership. SECTION 2: Upon receiving the Grievance, the Chairman shall call for a meeting of the Executive Board, with the exception of the Accused, and the Accuser, should he/she be a member of the Executive Board, no less than Twenty-One (21) days after receiving the grievance. The Accused may be present, but may not speak at this meeting. The Chairman shall preside over this meeting and read the formal grievance and answer any questions relating to the content therein. The Chairman shall then call for a majority vote of the Executive Board as to whether or not the Accused shall stand Impeached SECTION 3: Upon the Impeachment of an Officer of the Executive Board, the Chairman shall call and preside over an Investigatory Meeting of the Standing Committee no less than thirty-one (31) days after the formal impeachment. The Accusers may first present their evidence to the Parliamentarian and the Standing Committee. The Accused may then mount a defense and present his/her own evidence to the Chairman and the Standing Committee. At all times the Chairman shall review any evidence presented to him. At the conclusion of cases upon the exit of Accuser and Accused, the Chairman shall give a recommendation to the Standing Committee on how to find the Accused. The Chairman shall then call a vote to Remove the Accused from Office. This vote requires a Two-Thirds (2/3) Majority and must be a roll-call vote. No Member Club may have more than One (1) Vote at an Investigatory Meeting of the Standing Committee SECTION 4: Upon the Removal of an Officer, the Executive Board shall elect an Executive Board member to act as an Acting Officer of the Vacated Office no less than

seven (7) days after the Removal of the Officer. A Special Election for the Office shall be held by the Standing Committee no less than twenty-one (21) days after the Removal. SECTION 5: An Officer who has been Removed from Office may run again for the same office in the Special Election. SECTION 6: In cases where a complaint is filed against the Chairman, all necessary functions attached to impeachment and removal shall be conducted by the Parliamentarian.

ARTICLE XI ± AMENDMENTS SECTION 1: A proposal to amend, modify or suspend any one or more section of this Constitution or to introduce new provision thereto shall be presented to the Secretary of this entity in ONE of the following manners: A. By petition to the Executive Board signed by at least twenty-five (25) percent member clubs in good standing of this entity: 1. A proposal submitted by petition must be submitted to the Standing Committee with the recommendation of the Executive Board upon its merits. 2. The Executive Board shall consider such proposed amendment(s) at its next meeting and within (60) days after said meeting shall call a special (or annual) meeting of the Standing Committee to consider and vote on said proposed amendment(s). B. By action of the Executive Board: 1. A proposed amendment(s) from the Executive Board must be affirmed by a two-thirds (2/3) vote of the Executive Board present and voting in order to be submitted to the Standing Committee. 2. The Executive Board shall consider such proposed amendment(s) at its next meeting and within (60) days after said meeting shall call a special (or annual) meeting of the Standing Committee to consider and vote on said proposed amendment(s). SECTION 2: Copies of the proposed amendment(s) shall be mailed to each member of the Standing Committee along with the notice of the meeting at least fourteen (14) days prior to the regular or special Standing Committee meeting.

SECTION 3: An affirmative vote of two-thirds (2/3) of the members of the Standing Committee present and voting at a regular or special Standing Committee meeting shall be necessary to adopt any amendment.

ARTICLE XII ± INDEMNIFICATION SECTION 1: The Standing Committee shall indemnify any person who is, or is threatened to be made, a party to any legal proceeding, because he or she was a delegate, officer, employee, professional staff, or agent against expenses (including attorney¶s fees), judgments, fines and amounts paid in settlement (if approved by the Standing Committee in advance) actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she reasonably believed to be in or not opposed to the best interests of this entity and with the respect to any criminal action or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in a manner which he/she reasonably believed to be in or opposed to the best interests of this entity and, with the respect to any criminal action or proceeding, has reasonable cause to believe that his/her conduct was unlawful. SECTION 2: Any indemnification under Article XII, Section 1 (unless ordered by the court) shall be made by the Standing Committee only as authorized in the specific case, upon determination that indemnification of the person is proper in the circumstance because he/she has met the applicable standards of conduct set forth in Article XII, Section 1. Such determination shall be made: A. By the Executive Board by a majority vote of quorum consisting of officers who where not parties to such action, suit or proceeding; or, if no quorum can be reached, B. By the affirmative vote of a majority of the members of the Standing Committee, excluding those who are parties to the action, at a duly constituted meeting. SECTION 3: Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by this entity in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking (with sufficient security, if required) by or on behalf of the indemnified person to repay such if it shall ultimately be determined that he/she is not entitled to be indemnified by this entity as authorized in this article. SECTION 4: The Executive Board shall have the authority to purchase and maintain insurance on behalf of any person who is indemnified by Article XII, Section 1.

ARTICLE XIII ± FISCAL YEAR

SECTION 1: The fiscal year shall begin annually on May first.

ARTICLE XIV ± SEVERABILITY SECTION 1: In the event any Article or Section of this Constitution shall be deemed to be invalid, that Section or Article alone shall be deemed invalid, and the balance of this Constitution shall remain in full force and effect.

ARTICLE XV ± RATIFICATION SECTION 1: This Constitution shall be considered ratified and binding to all Members of the entity upon a two-thirds (2/3) vote of the Standing Committee and approval and Signature of the First Parliamentarian and First Chairman of the Executive Board

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