Amended and Adopted mm/dd/yyyy

Republican Party Central Committee of San

Mateo County By-Laws
As Amended and Adopted
MM/DD/YYYY

ARTICLE I
Name

Section 1: The name of this organization shall be the Republican Party

Central Committee of San Mateo County - also known as the Republican
Party of San Mateo County or the San Mateo County Grand Old Party,
hereinafter referred to as the “Central Committee."

ARTICLE II
Authority

The Central Committee exists pursuant to California Elections Code,

Division 7, Part 3, Chapter 4. These by-laws shall constitute the sole and
exclusive governing rules and regulations of the Central Committee (a
private association) for those areas not covered by applicable state law.

ARTICLE III
Purposes and Duties

Section 1: The Central Committee represents the interests of all registered

Republicans in San Mateo County. The Central Committee is the official
organization of the Republican Party in the County of San Mateo, and
exercises general direction, in conjunction with the California Republican
Party, over the Republican election campaign for Republican nominees and
endorsed candidates in the County.

Section 2: The objects of the Central Committee shall be to promulgate the

principles and platforms of the Republican Party; to build a permanent
Republican grassroots organization in San Mateo County; to elect
Republican candidates at all levels; and to advance the cause of good
government.

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Section 3: To accomplish these objects, the Central Committee will:

a) Grow and solidify the Republican Party through implementation of

programs designed to increase Republican Party voter registration.

b) Institute measures designed to recruit and encourage registered

Republicans to run for public office, at all levels of government.

c) Encourage registered Republicans to serve on local, county, regional,

and state appointed boards and commissions.

d) Develop and train activists to understand the political process, campaign

laws, tactics, and fundraising so as to win elections and appointments at all
levels of government.

e) Encourage and facilitate the establishment, growth, and networking of

many and varied volunteer Republican clubs, organizations, and
individuals.

f) Effect programs to promote the principles, platforms, and policies of the

Republican Party.

g) Establish effective Get Out The Vote efforts for elections to increase
Republican turnout and percentage of the vote.

h) Hire staff and procure property and equipment as needed.

i) Establish fundraising and development campaigns to raise the funds

necessary to meet its object and purpose.

ARTICLE IV
Members

Section 1: A person shall not be eligible for election or appointment to the

Central Committee who is not registered as affiliated with the Republican
Party at the time of his or her election or appointment.

Section 2: Each member of a committee (including alternates), whether

elected or appointed, before he or she enters upon the duties of his or her
office, shall take and subscribe the oath or affirmation set forth in Section 3

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of Article XX of the California Constitution, as follows:

"I, ______, do solemnly swear (or affirm) that I will support and
defend the Constitution of the United States and the Constitution of
the State of California against all enemies, foreign and domestic;
that I will bear true faith and allegiance to the Constitution of the
United States and the Constitution of the State of California; that I
take this obligation freely, without any mental reservation or purpose
of evasion; and that I will well and faithfully discharge the duties
upon which I am about to enter.

And I do further swear (or affirm) that I do not advocate, nor am I a

member of any party or organization, political or otherwise, that now
advocates the overthrow of the Government of the United States or
of the State of California by force or violence or other unlawful
means; that within the five years immediately preceding the taking
of this oath (or affirmation) I have not been a member of any party
or organization, political or otherwise, that advocated the overthrow
of the Government of the United States or of the State of California
by force or violence or other unlawful means and that during such
time as I hold the office of ______________ I will not advocate nor
become a member of any party or organization, political or
otherwise, that advocates the overthrow of the Government of the
United States or of the State of California by force or violence or
other unlawful means."

Section 3: The oath or affirmation required may be taken before any officer
authorized to administer oaths and no fee shall be charged by any person
before whom the oath is taken or subscribed.

Section 4: The following shall be members of the Central Committee:

a) Regular members elected from each Supervisorial District in the County

in a number and manner as legally determined by the San Mateo County
Chief Elections Officer.

b) Ex-officio members consisting of the Republican nominees for State

Senate, State Assembly, and United States Congress in any district
covering a part of the County.

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c) Ex-officio members consisting of the Republican nominees for Governor,

Lieutenant Governor, Treasurer, Controller, Attorney General, Secretary of
State, member of the State Board of Equalization, and United States
Senator residing in San Mateo County.

d) Appointed members, appointed pursuant to these by-laws, filing vacant

Central Committee positions.

Section 5: Alternates may be appointed for members as follows:

a) An ex-officio member who is also an incumbent officeholder may appoint

an alternate member without authorization from the Central Committee, if
the member so desires. The alternate member shall have the right to vote
only with the written authorization of the member who appointed him or her.

b) All other regular, appointed, and ex-officio members may appoint one
alternate member to serve in their place. The alternate member shall have
the right to vote only when the written authorization of the member who
appointed him or her is on file with the Secretary of the Central Committee.

c) Alternate members may vote only in the absence of the member who
appointed him or her.

d) All alternate members of the Central Committee shall be subject to the

rules and regulations of the committee. All alternate members must meet
the same qualifications as the regular or ex-officio member who appointed
him or her, except that an alternate member appointed by an incumbent
State Senator, Member of the Assembly, or Representative in Congress
need not reside in the district of the appointing power but need only reside
in San Mateo County.

e) No regular, appointed, or ex-officio member of the Central Committee

may serve as an alternate member for another regular, appointed, or ex-
officio member of the Committee. No alternate member of the Central
Committee may serve in that capacity for more than one appointer.

f) If the regular, appointed, or ex-officio member whom the alternate

represents for any reason ceases to be a member of the Central
Committee, the alternate shall no longer remain a member of the
committee.

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Section 6: If a regular elected or appointed member of the Central

Committee is elected to be the Republican nominee for any office listed in
Section 3 (b) (c), the member shall retain the ex-officio membership and
forfeit the regular or appointed membership. If an ex-officio member of the
Central Committee is elected as a regular member of the committee, the
member shall forfeit the ex-officio membership upon assuming the regular
membership.

Section 7: Terms of members:

a) The term of regular members of the Central Committee shall begin at the
organizational meeting during the month of January following a general
election. A regular member shall hold office for a two-year term
commencing with that first meeting and ending with the commencement of
the next organizational meeting.

b) The terms of ex-officio members of the Central Committee shall begin

upon certification by the Secretary of State or County Chief Elections
Officer that he/she is the Republican nominee for the respective office, and
shall end upon the certification of the next Republican nominee for the
same office.

c) The term of appointed members shall begin immediately upon written

receipt of their appointment by the Secretary of the Central Committee.
The appointment term shall end with the commencement of the next
organizational meeting.

ARTICLE V
Member Vacancies

Section 1: In the event that the candidates elected to the Central

Committee from a Supervisorial District do not equal the number of
committee members to which that district is entitled to be represented, a
vacancy or vacancies exist to the extent of the difference between the
number of elected committee members and the number of committee
members by which the district is entitled to be represented.

Section 2: In the event of the appointment or election to the committee of

an ineligible person, or whenever any member of the committee dies,

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resigns or becomes incapacitated to act, or removes from the jurisdiction of

the committee, or ceases to be a registered member of the Republican
Party, a vacancy exists.

Section 3: The removal of residence by an elected or appointed member of

a committee from the Supervisorial District from which he or she has been
elected or appointed shall constitute his or her automatic resignation from
the committee, and a vacancy shall then exist.

Section 4: In the event of the removal by the Central Committee of an

elected or appointed member for cause, a vacancy shall then exist.

Section 5: Filing of Vacancies

a) Member vacancies may be filled by appointment of the Chair, subject to

the majority approval of the Central Committee present and voting at the
meeting in which the appointment is made. Such appointees shall meet
the same qualifications as the regular elected members whose vacancies
they are filling.

b) Appointed members of the Central Committee shall be subject to the

rules and regulations of the committee. The appointment term shall end
with the commencement of the next organizational meeting.

c) The Chair, following the receipt of a vacancy notice from the Secretary,
shall announce the vacancy by written notice to all Central Committee
members ten (10) days before the next regularly scheduled meeting.

d) An individual appointed to fill a vacancy on the Central Committee shall

have attended no less than three (3) meetings of the Central Committee in
the preceding twelve (12) months.

e) Whenever any person is appointed to fill a vacancy on a Central

Committee, the Chair shall file notices of the appointment with the Chief
Elections Official of San Mateo County and the Chair of the California
Republican Party within thirty (30) days after it is made. The notices shall
contain the name and address of the person appointed and the name of the
person replaced, and shall indicate the date of the appointment.

ARTICLE VI

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Discipline of Members

Section 1: Cause for Censure or Removal

a) The Central Committee may censure or remove any member, other than
an ex-officio member, who during his or her term of membership affiliates
with, or registers as a member of another party, who publicly advocates
that the voters should not vote for the nominee of the party for any office, or
who gives support or avows a preference for a candidate of another party
or candidate who is opposed to a candidate nominated or endorsed by this
party.

b) Any member who represents their views as being those of the Central
Committee or the Republican Party when not authorized, or commits the
Central Committee to a course of action without authorization may be
censured or removed.

c) Any member of the Central Committee, other than an ex-officio member,

who misses four (4) consecutive regularly called meetings within one 12-
month period from the date of the latest absence shall automatically be
removed from the committee, unless his or her absence is caused by
illness or temporary absence from the county on the date of the meeting.

d) The Central Committee may censure or remove a member who misses

four (4) or more regularly called meetings within one 12-month period from
the date of the latest absence, unless his or her absence is caused by
illness or temporary absence from the county on the date of the meeting.

e) The Central Committee may censure or remove a member who shall

intentionally cause the embarrassment of the Central Committee or the
Republican Party.

f) The Central Committee may censure or remove a member who directs

physical, written, or verbal personal attacks against other members
including slurs regarding the character, intelligence, physical appearance,
physical or mental disability, mannerisms, gender, sexual orientation, race,
ethnicity, ancestry, color, creed, or religion of the other members.

Section 2: Procedure for Censure or Removal

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a) To censure or remove a member of the Central Committee (other than

for absence in Section 1 (c)), another Member of the Central Committee
must transmit a written complaint to the Chair, who shall refer it to the
Executive Committee for evaluation. The Secretary shall send written
notification to the accused of the charges against that member and solicit
rebuttal documentation for review at least ten (10) days before a closed
session of the Executive Committee where the charges and rebuttal shall
be reviewed.

b) The findings of the Executive Committee, together with its

recommendations, shall be forwarded to the Central Committee for action
in closed session at the next regular meeting. The Secretary shall notify all
members of the Central Committee in writing of the possible censure or
removal, transmitted no less than ten (10) days prior to the meeting at
which a vote of censure or removal will be taken.

c) The accused member shall be allowed sufficient time to rebut, refute,

and defend against any accusations. The Central Committee may vote to
censure or remove the accused, even if that member does not respond in
person or in writing to the charges presented.

d) A vote of two-thirds (2/3) of the Central Committee members present

and voting shall be required for censure or removal.

e) Should two-thirds (2/3) of the Central Committee members present and

voting vote to remove a member, the member will immediately cease to be
a member of the Central Committee and lose all rights associated with the
office.

f) Should two-thirds (2/3) of the Central Committee members present and

voting vote to censure a member, the Chair, or the Secretary if the Chair is
the accused, shall send a written statement of censure and penalty to the
member so adjudged.

g) Should two-thirds (2/3) of the Central Committee members present and

voting vote to censure a Member, the Central Committee shall, by majority
vote, specify one or more of the following penalties to be imposed on the
censured Member:
i) Removal from all committees of the Central Committee.
ii) Denial of access to confidential reports of the Central Committee

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including financial records.

iii) Removal of the privilege of having an "Alternate Member".
iv) Removal of the "right of recognition" from the floor by the Chair.

ARTICLE VII
Officers

Section 1: Elected Officers and Terms

a) The following shall be the regular elected officers of the Central

Committee, serving for a two year term commencing with the organizational
meeting: Chair, First Vice Chair, Second Vice Chair, Third Vice Chair,
Treasurer and Secretary.

b) Elections for the officers shall take place at the organizational meeting.

c) Officers shall serve until the organizational meeting of the next duly
elected Central Committee unless an office shall become vacant by death,
resignation or by removal for cause by the Central Committee.

Section 2: Eligibility to seek or hold office:

a) Any regular, appointed, ex-officio members of the Central Committee

may seek and hold an elected office.

Section 3: Duties of Officers

a) Duties of the Chair:

1) The Chair shall serve as the chief executive and spokesperson for the
Committee. The Chair shall exercise general supervision over the Central
Committee’s activities, staff, agents, and officers in accordance with local,
state, and federal election laws and regulations, and these by-laws.

2) The Chair shall preside at all meetings of the Central Committee and
Executive Committee. The Chair may appoint a member to conduct
meetings with a majority approval of the committee present and voting.

3) The Chair is an ex-officio, voting member of all committees and

subcommittees.

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4) The Chair may appoint and remove the chairs and members of all
committees and subcommittees, subject to the majority approval of the
Central Committee present and voting at the meeting where the
appointments or removals are made.

5) The Chair shall have the power to retain and terminate all employees of
the Central Committee, within approved budget parameters, subject to
majority approval of the Executive Committee.

6) The Chair shall have the right and duty to manage the affairs of the
Central Committee and shall perform all the duties usual and customary for
the executive of a volunteer organization.

7) The Chair is authorized to expend any line item funds for the purposes
set forth in the line item budget, as approved by a majority of the Central
Committee. However, in no case shall funds in excess of $1,000 be
expended (including multiple payments to a single party) without the co-
signature of the Treasurer and one other member of the Executive
Committee.

8) The Chair shall not authorize the expenditure of any amount in excess of
$1,000 for any non-budget approved item, without first obtaining the review
and majority approval of the Executive Committee and the co-signature of
the Treasurer and one other member of the Executive Committee.

9) The Chair shall not have the power to endorse candidates for public
office on behalf of the committee, or to endorse candidates using the title of
Chair of the Central Committee.

10) The Chair shall be a member of the California Republican County

Chairmen’s Association and other entities within the California Republican
Party as prescribed in its Standing Rules and By-Laws.

11) The Chair shall have the power to appoint delegates to the California
Republican Party, per its rules. The Chair shall notify the Executive
Committee in writing of such appointments within twenty-four (24) hours of
the appointment being made.

12) The Chair shall be authorized to appoint an advisory Parliamentarian,

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advisory General Counsel, and Sergeant-at-Arms, subject to the approval

of a majority of the Central Committee present and voting at the meeting
where the appointments are made. All such appointees shall be registered
Republicans and shall reside in San Mateo County, but they are not
required to be members of the Central Committee.

13) The Chair may fill member vacancies by appointment, subject to the
majority approval of the Central Committee present and voting at the
meeting in which the appointment is made. Such appointees must meet
the same qualifications as regular elected members in that position.

14) The Chair shall present a proposed two (2) year Operating Plan to the
Executive Committee by its March meeting following the organizational
meeting of the Central Committee. The Operating Plan should include
projects and activities proposed by the First, Second, and Third Vice
Chairs. The Operating Plan shall be modified and adopted by a majority of
the Executive Committee and submitted to the Central Committee for
approval, along with the Financial Plan, at its March meeting following the
organizational meeting.

15) The Chair shall have such other powers and perform such other duties
as from time to time may be prescribed by the Central Committee.

b) Duties of the Vice Chairs:

In the absence of the Chair, the Vice Chairs, in their order, shall perform all
the duties of the Chair, and when so acting shall have the powers of, and
be subject to, all the restrictions placed upon the Chair. The Vice Chairs
shall have such other powers and perform such other duties as from time to
time may be prescribed by the Central Committee or the Chair.

1) First Vice Chair:

i) The charge of the First Vice Chair shall be to raise sufficient funds to
sustain and expand the programs and activities of the Central Committee.

ii) The First Vice Chair shall present a two (2) year Financial Plan to the
Executive Committee by its March meeting following the organizational
meeting of the Central Committee. The Financial Plan shall include an
estimated fund raising target and proposed budget based on the proposed

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Operating Plan submitted by the Chair. The Financial Plan shall be

modified and adopted by a majority of the Executive Committee and
submitted to the Central Committee for approval, along with the Operating
Plan, at its March meeting following the organizational meeting.

iii) The First Vice Chair shall create a Finance Committee of members and
non-member registered Republicans residing in San Mateo County to
assist in fundraising activities. Such Finance Committee members are
subject to the appointment powers of the Chair.

iv) The First Vice Chair shall ensure that all fundraising activities are in
accordance with local, state, and federal election laws and regulations.

2) Second Vice Chair:

i) The charge of the Second Vice Chair shall be to create, maintain, and
train a reliable and cohesive network of volunteers and to register
Republican voters within the county.

ii) The Second Vice Chair shall be responsible for identifying registration
opportunities and coordinating efforts for registering voters. These include,
but are not limited to, community festivals, fairs, and other public events
and locations.

iii) The Second Vice Chair shall also organize and coordinate efforts to train
activists and potential candidates to understand the political process,
campaign laws, tactics, and fundraising so as to win elections and
appointments at all levels of government.

iv) The Second Vice Chair shall coordinate registration and training efforts
with the California Republican Party, other Bay Area county Republican
Central Committees, local volunteer Republican clubs, and other
organizations with similar goals and objectives.

v) The Second Vice Chair shall create a Registration and Volunteer

Committee of members and non-member registered Republicans residing
in San Mateo County to assist in registration and training activities. Such
Registration and Volunteer Committee members are subject to the
appointment powers of the Chair.

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vi) The Second Vice Chair shall ensure that all registration and volunteer
activities are in accordance with local, state, and federal election laws and
regulations.

3) Third Vice Chair:

i) The charge of the Third Vice Chair shall be to achieve the maximum
number of political victories in local races.

ii) The Third Vice Chair shall institute measures designed to recruit and
encourage registered Republicans to run for every public office, at all levels
of government across the county.

iii) The Third Vice Chair shall notify registered Republicans of the
opportunities to serve on local, county, regional, and state appointed
boards and commissions.

iv) The Third Vice Chair shall manage the Central Committee’s public
outreach efforts, in conjunction with the Executive Committee. Public
outreach may include, but is not limited to, the committee web site, social
media efforts, media relations, and community coalition building.

v) The Third Vice Chair shall create a Recruitment and Outreach

Committee of members and non-member registered Republicans residing
in San Mateo County to assist in candidate recruitment and outreach
activities. Such Recruitment and Outreach Committee members are
subject to the appointment powers of the Chair.

vii) The Third Vice Chair shall ensure that all recruitment and outreach
activities are in accordance with local, state, and federal election laws and
regulations.

c) Duties of the Treasurer

1) The Treasurer shall be the Chief Financial Officer of the Central

Committee and the custodian of its funds.

2) The Treasurer shall receive all monies of the Central Committee and
shall deposit all monies, in the name of the Central Committee, in a
financial institution(s) designated by the Executive Committee.

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3) The Treasurer shall render a report and account of income, expenses,

assets, liabilities, and the financial condition of the Committee at meetings
of the Central Committee and of the Executive Committee.

4) The Treasurer shall cause a review of the books and accounts to be

made by a Certified Public Accountant at the close of each two year term,
and shall submit a report of said review to the Executive Committee within
sixty (60) days.

5) The Treasurer shall fulfill the reporting requirements of campaign finance

laws; make reports to the Central Committee and to such State and
Federal agencies as required by law.

6) The Treasurer shall pay bills authorized by the Central Committee,

Executive Committee, or Chair by check signed as follows:

a) Amounts of $1,000 or more (including multiple payments to single party)

i) The Treasurer
ii) The Chair
iii) Any other member of the Executive Committee

b) Amounts under $1,000

i) The Treasurer
ii) The Chair

7) The Treasurer shall have such other powers and perform such other
duties as from time to time may be prescribed by the Central Committee or
the Chair.

(d) Duties of the Secretary

1) The Secretary shall keep an accurate record of meeting proceedings,

maintain membership records, and publish meeting announcements.

2) The Secretary shall record minutes at general and executive meetings,

publish and distribute them (via mail or email) to the Central Committee
within seven (7) days of the conclusion of the meeting.

3) The Secretary shall keep attendance records and report regular

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members who have missed three (3) meetings in a twelve (12) month
period.

4) The Secretary will publish meeting announcements for the Central

Committee and Executive Committee in a timely manner, and in
accordance with the requirements of these by-laws.

5) The Secretary will maintain a current list of all regular, appointed, ex-
officio, and alternate members with complete available contact information
(address, telephone, email, and fax) organized by Supervisorial District.
This directory will be available to all Central Committee members upon
request.

7) The Secretary will maintain a visitor attendance list for all Central
Committee meetings.

8) In the absence of the Chair and Vice Chairs, the Secretary shall perform
the Chair’s duties.

9) The Secretary shall have such other powers and perform such other
duties as from time to time may be prescribed by the Central Committee or
the Chair.

Section 3: Duties of Appointed Advisory Officers

a) Sergeant-at-Arms

1) The Sergeant-at-Arms shall be responsible for maintenance of good

order and decorum at all meetings of the Central Committee and the
Executive Committee.

2) The Sergeant-at-Arms shall perform such other duties of the office as

provided by Robert's Rules of Order, Newly Revised (latest edition).

3) The Sergeant-at-Arms shall perform such other duties as may be

assigned by the Chair, the Executive Committee, or the Central Committee.

b) Parliamentarian

1) The Parliamentarian shall be knowledgeable of the Central Committee

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By-Laws, the California Republican Party Standing Rules and By-laws,

Robert’s Rules of Order, Newly Revised (latest edition), and the California
Election Code.

2) The Parliamentarian shall serve as advisor to the Chair regarding

matters of order and procedure at meetings of the Central Committee and
the Executive Committee.

3) The Parliamentarian shall serve as advisor to the Central Committee on

those matters concerning By-Laws and parliamentary procedure.

c) General Counsel

1) The General Counsel shall serve as legal counsel to the Chair, the
Executive Committee, and the Central Committee as regards legal affairs.

2) The General Counsel shall be a member in good standing of the

California Bar and shall not be a member of the Central Committee.

Section 4: Vacancies

a) If a vacancy occurs in the office of Chair for any reason, the First Vice
Chair shall immediately and temporarily become Acting Chair until a
successor Chair is elected at the next regular meeting of the Central
Committee.

b) If a vacancy occurs in any elective office other than Chair for any reason,
a successor shall be elected at the next regular meeting of the Central
Committee.

c) If a vacancy occurs less than ten (15) days prior to the next regularly
scheduled meeting of the Central Committee, the vacancy election shall be
held at the meeting following the next regular meeting of the Committee. In
no case may more than forty-five (45) days be permitted to pass before a
vacancy election is held.

d) The Secretary shall notify all members of the committee in writing of a

scheduled vacancy election at least ten (10) days in advance. In the event
of a vacancy in the office of Secretary, the Chair shall provide the notice.

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Section 5: Elections

a) All elections of officers shall be by secret ballot.

ARTICLE VIII
Meetings

Section 1: Organizational Meeting.

a) The biennial organizational meeting of the Central Committee shall be

held on the second Tuesday in January, following the direct primary
election, to swear in members, adopt by-laws, elect officers, and conduct
any new business as the Central Committee may deem necessary.

b) The time and location of the organizational meeting shall be determined

by rule of the Central Committee, or if no such rule has been adopted, at
the direction of the Chair.

c) The Chair shall call the organizational meeting by written notice, sent by
the Secretary, to all members of the Central Committee. Such written
notice shall be given at least ten (10) days before the date of the
organizational meeting and shall include the date, time, and location of the
organizational meeting.

d) The Parliamentarian shall act as the Elections Officer solely to preside

over the adoption of by-laws, election rules, and the election of a Chair.
The Elections Officer shall appoint an Acting Secretary to record the
adoption of by-laws, election rules, and election of officers.

e) Should there be no duly appointed Parliamentarian, the Executive

Committee shall appointed an Elections Officer for the organizational
meeting. Such appointee must be a registered Republican residing in San
Mateo County.

f) All elections for officers shall be by secret ballot. Officers shall assume
duties immediately upon election.

f) The agenda of the organization meeting shall be:

1) Call to Order by the Parliamentarian
2) Invocation and Pledge of Allegiance

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3) Roll Call of Members

4) Administration of the Oath of Office
5) Adoption of By-laws
6) Adoption of Election Rules
6) Election of Officers (in order of Chair, First Vice Chair, Second Vice
Chair, Third Vice Chair, Treasurer, Secretary).
7) New Business
8) Announcements
9) Adjournment

g) Within five (5) days after the organizational meeting, the newly elected
Chair of the Central Committee shall notify the San Mateo County Chief
Elections Officer of his or her name.

Section 2: Regular Meetings

a) Unless otherwise ordered by the Central Committee, regular meetings of

the Central Committee shall be held on the second Tuesday of each
month. The Chair shall determine the time and place of the monthly
meetings. The Secretary shall provide Central Committee members with a
ten (10) day written notice of the date, time, and place of the regular
monthly meetings.

b) All regular monthly meetings of the Central Committee shall be open to

the public.

c) If the Chair refuses to determine a time and place for the monthly
meeting, the time and place may be determined upon five (5) days written
notice to the Central Committee members by a majority of the members of
the Central Committee.

Section 3: Special Meetings

a) Special meetings of the Central Committee may be called by the Chair

or the Executive Committee with a ten (10) day written notice of date, time
place, and purposed purpose provided to all Central Committee members.

b) Special meetings may be called by written notice of fifteen (15) Central

Committee members. Upon receipt of such a notice, the Chair must set a
date, time, and location for the special meeting to take place within not

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earlier than five (5) days and not later than fifteen (15) days. The Chairman
must notify the Secretary of the special meeting, and the Secretary shall
transmit written notice of the meeting, including date, time, place, and
proposed purpose to all Central Committee members at least five (5) days
prior to the special meeting.

c) Special meetings of the Central Committee may be closed to the public.

Section 4: Quorum and Proxies

a) A quorum of the Central Committee shall consist of a majority of its

current members, either in person or as represented by a duly appointed
alternate.

b) Proxies shall not be permitted for any purpose.

ARTICLE IX
Executive Committee

Section 1: The elected officers of the Central Committee shall constitute the
Executive Committee.

Section 2: Duties and Powers:

a) The Executive Committee shall have general supervision of the affairs of

the Central Committee between its business meetings, make
recommendations to the Central Committee, and perform such other duties
as are specified in these by-laws. The powers of the Executive Committee
shall be subject to and limited by any limitations in these by-laws, by the
powers of the Central Committee, and by the California Elections Code.

b) The Executive Committee shall authorize the initiation of any litigation by

or on behalf of the Central Committee and shall approve the defense of any
litigation against the Central Committee or any other person or entity on
behalf of the Committee.

c) The Executive Committee shall prepare a two (2) year Operating Plan
and a two (2) year Financial Plan and submit them to the Central
Committee for approval by a majority of members present and voting, by
the regular meeting in March following the Organizational Meeting. The

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Executive Committee may from time to time submit amendments to the

Operating and Financial Plans, which may be adopted by a majority vote of
the Central Committee. The Executive Committee shall approve by
majority vote any non-budgeted expenditures of $1,000 or more.

d) The Executive Committee shall approve by majority vote all hiring and
employment contracts, consultant services and contracts, vendor contracts
and employee, consultant, or vendor terminations proposed by the Chair.

Section 3: Executive Committee Meetings.

a) Unless otherwise ordered by the Executive Committee, regular meetings

of the Executive Committee shall be held on the first Tuesday of each
month. The Chair shall determine the time and place of the monthly
meetings. The Secretary shall provide Executive Committee members with
a ten (10) day written notice of the date, time, and place of the regular
monthly meetings.

b) All regular monthly meetings of the Executive Committee shall be open

to all members of the Central Committee.

c) Special meetings of the Executive Committee may be called by the

Chair, with a five (5) day written notice of date, time place, and purposed
purpose provided to Executive Committee members. Special meetings
may also be called by a five (5) day written notice to Executive Committee
members, signed by at least four members of the Executive Committee.
Such a notice shall contain the date, time, place, and purposed purpose of
the special meeting.

d) Special meetings of the Executive Committee may be closed to other

Central Committee members, if personnel matters are discussed and a
written summary of the meeting is provided to all Central Committee
members within ten (10) days of such special meeting.

e) Executive Committee meetings where charges for censure or removal of

a Central Committee member are reviewed shall be closed to all other
Central Committee members.

Section 3: Quorum and Proxies

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a) A quorum of the Executive Committee shall consist of a majority of its

current voting members.

b) Proxies shall not be permitted for any purpose, including establishment

of attendance or voting.

Section 4: Rules

a) The Executive Committee may adopt rules for its proceedings by a

majority vote of its members.

ARTICLE X
Committees

Section 1: Standing Committees

1) The Central Committee shall include the following standing committees,

other than the Executive Committee:

a) Finance Committee. The Finance Committee shall consist of the First

Vice Chair as well as member and non-member registered Republicans
residing in San Mateo County appointed by the Chair and approved by the
Central Committee. The role of the Finance Committee is to assist in all
fundraising activities.

b) Registration and Volunteer Committee. The Registration and Volunteer

Committee shall consist of the Second Vice Chair as well as member and
non-member registered Republicans residing in San Mateo County
appointed by the Chair and approved by the Central Committee. The role
of the Registration and Volunteer Committee is to assist in all registration,
training, and volunteer activities.

c) Recruitment and Outreach Committee. The Recruitment and Outreach

Committee shall consist of the Third Vice Chair and member non-member
registered Republicans residing in San Mateo County appointed by the
Chair and approved by the Central Committee. The role of the Recruitment
and Outreach Committee is to assist in all candidate recruitment and
outreach activities.

d) Rules Committee. The Chair shall appoint a five (5) member Rules

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Committee (all of whom shall be members of the Central Committee),

subject to the majority approval of the Central Committee at the meeting
when the appointments are made. The purpose of the Rules Committee is
to recommend rules for Central Committee meetings and activities not
otherwise specified in these by-laws. Such rules must be approved by a
majority vote of the Central Committee before they are in force.

Section 2: Ad Hoc Committees

1) The Chair may propose and appoint members to ad hoc committees for
purposes of advancing the objects of the Central Committee. Such
committees may address issues and concerns, as well as projects and
activities, normally in the purview of the standing committees.

2) All appointees to ad hoc committees shall be approved by a majority

vote of the Central Committee at the meeting in which the appointments
are made.

Section 3: Actions of Committees

a) Any action or recommendation by any standing or ad hoc committee is

subject to ratification, modification, or rejection by the Executive Committee
or full Central Committee. The Central Committee shall have final authority
on matters of policy unless prohibited by these by-laws.

ARTICLE XI
Resolutions

Section 1: Adoption
A resolution may be adopted at any regular meeting of the Central
Committee by a two-thirds (2/3) vote, provided that the resolution has been
submitted in writing at the previous regular meeting. Such resolutions may
not include endorsement of candidates, propositions, or initiatives.

ARTICLE XII
Endorsements

Section 1: Contested Partisan Primaries

a) The Central Committee shall not endorse, support, or oppose any

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candidate for the Republican nomination in a contested election for partisan

elective office in a direct primary election.

b) No officer of the Central Committee, acting in an official capacity, shall

endorse, support, or oppose any candidate for the Republican nomination
in a contested election for partisan elective office in a direct primary
election.

c) Central Committee members may act on their own accord to endorse,

support, or oppose candidates for the Republican nomination in contested
elections for partisan elective office in a direct primary election.

Section 2: Open Primary Elections

a) The Central Committee may endorse candidates in any open primary

election where the district covers any part of San Mateo County.

b) Endorsement votes for open primary elections shall take place during
the regular meeting two months before the election in question.

c) Candidates endorsed must be registered Republicans and have been

registered as such at least thirty (30) days before any endorsement.

d) A two-thirds (2/3) vote of the Central Committee present and voting at

the meeting shall be required for any endorsement.

e) Multiple candidates may be endorsed for any office.

f) All such endorsements shall take place under rules recommended by the
Rules Committee and approved by the Central Committee.

g) No officer of the Central Committee, acting in an official capacity, shall

endorse, support, or oppose any registered Republican candidate in an
open primary election.

h) Central Committee members may act on their own accord to endorse,

support, or oppose registered Republican candidates in an open, top-two
primary election.

Section 3: Top-Two General Elections

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a) The Central Committee may endorse candidates in any general election

where the district covers any part of San Mateo County.

b) Endorsement votes for general elections shall take place during the
regular meeting two months before the election in question.

c) Candidates endorsed must be registered Republicans and have been

registered as such at least thirty (30) days before any endorsement.

d) A two-thirds (2/3) vote of the Central Committee present and voting at

the meeting shall be required for any endorsement.

e) All such endorsements shall take place under rules recommended by the
Rules Committee and approved by the Central Committee.

f) No officer of the Central Committee, acting in an official capacity, shall

endorse, support, or oppose any registered Republican candidate in any
general election.

g) Central Committee members may act on their own accord to endorse or

support registered Republican candidates in any general election. Central
Committee members may act on their own accord to oppose registered
Republican candidates in a general election, provided that each of the top
two candidates are registered Republicans.

Section 4: Propositions and Initiatives

a) The Central Committee may endorse or oppose local and statewide

propositions and initiatives in any election.

b) Endorsement votes for propositions and initiatives shall take place

during the regular meeting two months before the election in question.

d) A two-thirds (2/3) vote of the Central Committee present and voting at

the meeting shall be required for any endorsement.

e) All such endorsements shall take place under rules recommended by the
Rules Committee and approved by the Central Committee.

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f) No officer of the Central Committee, acting in an official capacity, shall

endorse, support, or oppose any proposition or initiative in any election.

g) Central Committee members may act on their own accord to endorse,

support, or oppose any proposition or initiative in any election.

Section 5: All endorsement votes for candidates, propositions, and

initiatives shall be by secret ballot.

Section 6: Other endorsements prohibited

a) No standing committee, ad hoc committee, Executive Committee, or

other subdivision within the Central Committee may endorse any candidate
for public office, proposition, or initiative.

ARTICLE XIII
Chartering of Volunteer Republican Clubs

Section 1: Purpose

a) The Central Committee encourages the establishment, growth, and

networking of many and varied volunteer Republican clubs and
organizations. The Central Committee shall also endeavor to prevent the
name “Republican” from being used by unauthorized persons, campaigns,
or unaffiliated organizations.

Section 2: Granting of Charters

a) The Central Committee may only grant charters to those volunteer

Republican clubs whose parent organization requires such a local charter.

b) All other volunteer Republican clubs may operate without a charter.

b) The Central Committee may grant charters to multiple volunteer

Republican clubs belonging to the same parent organization, providing that
the parent organization allows such multiple charters in a county.

c) Should disputes arise as to which local volunteer Republican clubs

belonging to the same parent organization should receive a charter (where
only one chartered club is allowed by the parent organization), the Central

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Committee will grant charters based on the following order, assuming the
club has met the minimum requirements set out below.

i) Clubs already holding a Central Committee charter and applying for a

renewal.
ii) Clubs that once held a charter, but which charter has lapsed during the
past two years.
iii) Clubs first submitting in writing to the Secretary the complete minimum
requirements documentation.

d) A charter may be granted by a majority vote of the Central Committee at

a regular meeting following review and certification of the minimum
required documentation by the Secretary.

Section 3: Minimum Requirements

a) The volunteer Republican club seeking a charter must submit the

following in writing to the Secretary for review and certification:

1) Name of the club, which includes the word “Republican” or

“Republicans.”

2) Constitution and by-laws that include a Statement of Purpose; the

support and promotion of Republican principles; the support of registered
Republican candidates for office in any general election, special or regular;
specific language prohibiting the endorsement of candidates other than
registered Republicans for public office; and requirement that all members
be registered Republicans (except for members under the age of 18).

3) List of officers.

4) Membership list of at least ten (10) registered Republicans in San Mateo

County, unless the parent organization requires some other minimum
number of members, in which case the parent organization’s requirements
shall prevail. Members under the age of 18 need not be registered voters.

5) Proof of meeting all other minimum requirements of the sponsoring

parent organization.

Section 4: Renewal of Charters

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a) All volunteer Republican clubs chartered by the Central Committee must

renew their charter every two years.

b) The Central Committee shall renew a club’s charter, provided it meets

the minimum requirements.

c) Clubs not providing minimum requirements documentation will not have

their charters renewed. Clubs whose charters are not renewed may apply
for a new charter, using the process provided.

Section 5: Revocation of Charters.

a) The Central Committee may revoke any charter for cause by a majority
vote of the Central Committee at any regular meeting, provided that the
club’s president and the Chair of the Central Committee be notified in
writing no less than ten (10) days prior to the meeting at which such action
is proposed by the Central Committee member(s) wishing to suspend or
revoke said charter.

b) The Central Committee retains the right to suspend or revoke a charter

at any time upon evidence of action by the club that is not in accord with
these by-laws.

Section 6: All votes on granting of charters, renewals, and revocation shall

be by secret ballot.

ARTICLE XIV
Appointment of Delegates to the California Republican Party

Section 1: The Central Committee shall have to power to appoint all

delegates to the California Republican Party, as from time to time may be
apportioned to the Central Committee by the California Republican Party.
The Chair retains the power to appoint delegates granted to that position by
the California Republican Party.

Section 2: All delegates to the California Republican Party appointed by the

Central Committee shall be registered Republicans residing in San Mateo
County.

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Section 3: The Rules Committee shall recommend, and the Central

Committee shall modify and adopt, rules for the appointment of such
delegates as may be apportioned to the Central Committee.

ARTICLE XV
Definitions

a) “Written notice” shall mean either a hard copy letter postmarked by the
date required, an email with date stamp by the date required, or a fax with
date stamp by the date required. Written notice shall be sent to the latest
primary contact address on file with the Secretary.

Article XVI
Parliamentary Authority

a) The rules contained in the current edition of Robert’s Rules of Order,

Newly Revised shall govern the Central Committee in all cases to which
they are applicable and in which they are not inconsistent with these by-
laws, any special rules of order the Central Committee may adopt, or the
California Elections Code.

b) The California Elections Code shall prevail in all cases where a conflict
exists with these by-laws or other rules of the Committee.

Article XVII
Expiration And Amendment Of These By-laws

a) These by-laws shall remain in force and effect until amended.

b) These by-laws may be amended by a two-thirds (2/3) vote of the

members of the Central Committee present and voting in a regularly
scheduled Central Committee meeting, provided that written notice of the
text of the proposed amendment(s) was provided to all Central Committee
members ten (10) days prior to the meeting in which they are voted upon.

c) The proposed by-law amendments may themselves be amended during

the course of their adoption, without previous notice being given of such
amendments.

###

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Amended and Adopted: MM/DD/YYYY ______________________

(Signed)

_______________, Secretary
Republican Party Central Committee
of San Mateo County

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