Bylaws

BY-LAWS OF REPUBLICAN ATHEISTS

AMENDED ON: May 10, 2020

ARTICLE I. NAME OF ORGANIZATION

The name of the organization shall be “Republican Atheists”.

ARTICLE II. PURPOSES

Section 1. Purpose

This corporation is organized exclusively for networking and educational purposes.

Section 2. Specific Purpose

Republican Atheists represents atheists who are registered Republican, or align with the Republican Party, within the United States and abroad.

The specific objectives and purpose of this organization shall be:

provide networking opportunities to atheist Republicans, as well as individuals and organizations who are interested in meeting atheist Republicans;
attend events to represent the organization Republican Atheists;
support atheist Republican candidates running for office or are in office

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Application for membership shall be open to any U.S. citizen that identifies as atheist and is a registered Republican or aligns with the Republican Party, and that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.

Section 2. Annual Dues

The amount required for annual dues shall be $35.00 each year, unless changed by a majority vote of the Board Members at an annual meeting. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Rights of Members

Each member shall be eligible to participate in member activities hosted by Republican Atheists.

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board Members.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the organization.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be determined by the Board of Directors and shall consist of no less than four (4) nor more than seven (7) including the following officers: the President, the Vice-President, the Secretary, and the Treasurer.

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the Board of Directors present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

Board members must be a U.S. Citizen, be a registered Republican or align with the Republican Party, and identify as atheist.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

The founding President, Lauren Ell, shall remain President indefinitely until further notice.

Each member of the Board of Directors shall be a member of the organization and shall hold office for up to a three-year term.

Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.

Each member of the Board of Directors shall attend at least one (1) meeting of the Board per year.

Section 3. Regular and Annual Meetings

Four quarterly meetings of the Board of Directors shall be held at a time and day of each calendar year designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting.

Section 6. Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a quorum of the Board of Directors present at a meeting shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the quorum of board members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation from the organization Republican Atheists for their services as Directors.

Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by three-fourths (3/4) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the organizations’ purposes, or can reasonably be expected to benefit the organization. Directors shall use discretion and good business judgment in discussing the affairs of the organization with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the organization, including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12. Advisory Council [CORRESPONDENTS]

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

Section 14. Removal

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

He/She shall preside at all meetings of the Board of Directors.
He/She shall have general and active management of the business of this Advisory Board.
He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
He/She shall submit a report of the operations of the program for the fiscal year to the Board of Directors at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.

Section 2. Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:

He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.

Section 3. Secretary

The Secretary shall attend all meetings of the Board of Directors, and will act as a clerk thereof. The Secretary’s duties shall consist of:

He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose.
He/she shall send notices of all meetings to the members of the Board of Directors and shall take reservations for the meetings.

Section 4. Treasurer

The Treasures duties shall be:

He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
He/She shall present a complete and accurate report of the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Board of Directors.
It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
He/She shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision he/she shall be.

Section 5. Election of Officers

Members of the Board of Directors and Advisory Council shall submit by email prior to the annual meeting the names of those persons for the respective offices of the Board of Directors. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Section 6. Removal of Officer

See Article V, Section 14.

Section 7. Vacancies

See Article V, Section 8.

ARTICLE VII. BOOKS AND RECORDS

The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the organization shall be the calendar year beginning on February 1.

ARTICLE IX. AMENDMENTS

Section 1. Bylaws

The Board of Directors may amend these Bylaws by majority vote of quorum at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, described in this document, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on May 10, 2020

Lauren Ell, President

ATTEST: Shawn Poulson, Board Member