BYLAWS

RCC BYLAWS

REPUBLICAN CONSERVATIVE COALITION BYLAWS

as Amended at the Annual Meeting in Merced, California on January 11, 2025

ARTICLE I.  NAME, AFFILIATIONS, MEMBERSHIP & POWERS

1.  Name: The name of this organization is the Republican Conservative Coalition, which is an unincorporated, statewide association of conservative Republican volunteers who are seeking to reform and revive the California Republican Party by returning it to conservative values.

2.  Affiliations: The organization is voluntarily affiliated with the California Republican Assembly, the California College Republicans, and the Tea Party California Caucus.  The Board of Directors may affiliate with like-minded organizations, or disaffiliate, by a two-thirds vote.

3.  Membership: The current members of the affiliated organizations shall be deemed to be members of the Republican Conservative Coalition, with no action or acceptance required.

4.  Powers: The organization shall have the power to achieve its objective of reforming and reviving the Republican Party through all legal means.

ARTICLE II.  BOARD OF DIRECTORS

1.  Representatives: The presiding officer of each affiliated organization shall appoint up to three Representatives to serve on the Board of Directors, with written notice to the Secretary or President of the Republican Conservative Coalition.

2.  Elected Officers: The Elected Officers of this organization are the President, Vice President, Treasurer, Secretary, and Immediate Past President.  The President, Vice President, Treasurer, and Secretary shall be elected at the Annual Meeting by the Board of Directors.

3.  Appointed Officers: The Board of Directors may create up to four Appointed Offices, specifying the titles and responsibilities for each position.  Once created, the President shall fill these positions by appointment, subject to confirmation by two-thirds of the Board of Directors.

4.  Board of Directors: The Elected Officers, Appointed Officers, and Representatives of the affiliated organizations shall together comprise the Board of Directors.  Each Board member shall have exactly one vote and proxy voting shall not be permitted.  The Board of Directors shall manage, direct, and coordinate the organization’s affairs.  The Board must approve each and every expenditure or encumbrance, either individually or by adopting a detailed budget, and shall approve hiring and firing contractors and staff.  No Board member shall receive compensation for Board service, but reimbursement for personal expenditures on behalf of the organization shall be permitted with the approval of a majority of the other Board members, after appropriate documentation has been provided.

5.  Meetings & Quorum: Board meetings may be called by the President or by a majority of the other Board members.  Board members shall receive seven days’ notice for each meeting, but members shall have the right to waive notice and participation in the meeting shall constitute waiver.  Meetings may be conducted in person or by telephone, Internet, or any other means that permits two-way communication.  Participation by a majority of the Board members shall constitute quorum.  Once attained, quorum shall remain in effect until adjournment.

6.  Term of Office: Board Members shall serve until they resign, their successors are elected or appointed, or they are removed under the terms of this Article.  The terms of Appointed Officers shall end when the President who appointed them leaves office.  To ensure stability, the replacement or dismissal of Representatives shall have no direct impact on persons serving as Elected Officers and Appointed Officers.  These officers need not serve as Representatives.

7.  Removal & Resignation:  Any Board member may be removed from office by a two-thirds vote of the Board of Directors at any Board meeting.  If present, the individual shall be allowed to address any allegations prior to the vote.  Any Board member may resign by submitting a written resignation to the President or Secretary, or by an announcement at a Board meeting.  All resignations shall be effective immediately and automatically, without any vote required.

8.  Vacancies:  A vacancy in the office of President shall be filled immediately by the Vice President.  Vacancies in other Elected Offices shall be filled by majority vote of the remaining Board members.  Vacancies in Appointed Offices shall be filled by the President, subject to confirmation by two-thirds of the remaining Board members.  A President who leaves office before the end of the term shall not serve as Immediate Past President and the incumbent shall remain in that position; the person who completes the President’s term of office shall serve as Immediate Past President for the following term.

9. Parliamentary Authority: Robert’s Rules of Order, Newly Revised shall serve as the parliamentary authority for all disputed matters not covered by these Bylaws.

ARTICLE III.  OFFICERS’ DUTIES AND DUES

1.  President:  The President shall preside at all meetings, serve as chief executive officer, and exercise general supervision over the organization’s activities, staff, agents, and officers.  He or she shall appoint all committees and committee chairs, subject to confirmation by the Board of Directors.  He or she shall diligently enforce these Bylaws.

2.  Vice President:  The Vice President shall preside at all meetings if the President is absent or unable to preside.  He or she shall assist the President in his executive duties, as assigned.  Unless another officer is designated by the Board for this purpose, he or she shall be responsible for fund-raising, revenue generation, and auditing the books and records of the Treasurer.

3.  Treasurer:  The Treasurer is the organization’s chief financial officer.  The Treasurer shall collect, record, and deposit all contributions and other income.  He or she shall maintain records and receipts for all financial transactions and shall submit a Treasurer’s Report to the Board of Directors at each meeting, or more frequently if requested by the Board.  The Treasurer shall be responsible for complying with tax laws and campaign finance laws.  If dues are established by the Board, the Treasurer shall collect and record each payment.

4.  Secretary:  The Secretary shall record and maintain the minutes at all meetings and, unless otherwise assigned by the Board, the Secretary shall serve as historian, corresponding secretary, custodian of the Bylaws and official records, and membership secretary.  The Secretary shall send notices for all meetings.

5.  Immediate Past President:  The Immediate Past President shall assist the President in his executive duties and shall serve as Parliamentarian unless another officer is assigned.  He or she shall preside at all meetings when the President and Vice President are unable to preside.

6.  Appointed Officers:  The duties for each Appointed Officer shall be specified by the Board of Directors at the time each position is created, but the Board shall retain the power to modify those duties at any Board meeting.

7.  Dues:  The Board of Directors shall have the power to establish uniform annual dues for Board members by majority vote, not to exceed $120 per calendar year.  The Board may increase or decrease dues from time to time, but changes shall not apply retroactively and they shall not take effect until the adjournment of the next Annual Meeting.  Nothing in these Bylaws shall be construed to prevent one individual from paying another individual’s dues.

ARTICLE IV.  ANNUAL MEETING

1.  Annual Meeting: The Annual Meeting of the Republican Conservative Coalition is a Board of Directors meeting that shall take place between January 1st and April 30th for the purpose of electing officers, amending these Bylaws, and conducting other business.

2.  Notice: The Board of Directors shall determine the date, time, location, and rules for the Annual Meeting, as well as any registration fees.  The Secretary, or another officer designated by the Board, shall provide 30 days’ written notice of such matters to all members and shall also provide the text of any proposed amendments to these Bylaws.

3.  Bylaw Amendments:  These Bylaws may be amended by two-thirds vote at any Annual Meeting.  No amendment may be considered unless 30 days’ notice of the text was provided to dues-paying Board members and only germane amendments may be approved.  Members shall have the right to waive notice of proposed amendments, and those present at a meeting who fail to object to insufficient notice prior to the vote shall be deemed to have waived notice.