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Affiliated with the National Federation of Republican Assemblies
Dear Republican Assembly Volunteer,

In 2005 at the NFRA Convention several significant changes were made to the Bylaws of the organization. Additionally, Model State Bylaws were adopted to apply to state chapters without bylaws and to state chapters with bylaws that fail to address critical matters. This guide is designed to express in a simple and consolidated manner the role of Republican Assembly volunteers from the membership level to the national President. This is not designed to express the limits of your opportunity to positively impact the Republican Party and the nation but simply to express the items specified in the bylaws. Each state may (and should) adopt distinct bylaws that may differ from the Model State Bylaws (MSB) significantly. You should refer to those as the premier authority over the MSB.

You will find that the bylaws express specific responsibilities, expectations, and opportunities within the oldest and largest Republican support organization. Please use this to understand the different roles of your fellow Republican Assembly members and officers as well as your local, state and national organization. Please also use it as a starting point rather than an end.

You are "The Republican Wing of the Republican Party!"

God Bless,

Richard Engle
President, National Federation of Republican Assemblies

BY LAWS

of the

TEXAS REPUBLICAN ASSEMBLY

Revised June 23, 2001
Revised July 16, 2005

Texas Republican Assembly

Index to By Laws


PREFACE

ARTICLES
I - Name and Jurisdiction
II - Powers
III - Objectives
IV - Composition
V - Charters
VI - Termination of Charter and Membership
VII - Officers
VIII - Duties of Officers
IX - Board of Directors
X - Boundaries and Identification
XI - Republican Assemblies
XII - Committees
XIII - Conventions
XIV - Convention Procedures
XV - Nomination and Election of Officers
XVI - Vacancies in Office Between Conventions
XVII - Revenues
XVIII - Finance and Accounting
XIX - Endorsements of Local Candidates
XX - Code of Administrative Provisions
XXI - Parliamentary Authority
XXII - Printing of By Laws
XXIII - Amendments to By Laws



TEXAS REPUBLICAN ASSEMBLY

BY LAWS


PREFACE

The Texas Republican Assembly represents the mainstream, conservative wing of the Texas Republican Party. Its purpose is to identify and elect conservative Republicans to public office and to educate the voting public on the conservative position in matters of public policy.

The Texas Republican Assembly is a member of the National Federation of Republican Assemblies, hereinafter referred to as the "NFRA."


ARTICLES

Article I

Name and Jurisdiction

SECTION 1.01. Name. The name of the organization shall be the

TEXAS REPUBLICAN ASSEMBLY,

hereinafter referred to as the "TXRA."

SECTION 1.02. Jurisdiction. The jurisdiction of the TXRA shall be within the State of Texas. TXRA political action shall concern only matters relating to statewide offices or to geographical or political units larger than the jurisdiction of any Chartered Republican Assembly.


Article II

Powers

SECTION 2.01. The powers of the TXRA shall be:

(a) To direct, manage, supervise, and control its business, property, and funds, and to carry out its objectives.

(b) To create and charter Republican Assemblies and to supervise and coordinate them.


Article III

Objectives

SECTION 3.01. The objectives of the TXRA are:

(a) To develop a Republican organization that is statewide, conservative, and effective.
(b) To provide through this organization a practical program for the betterment of the Republican Party of the State of Texas and of the various political subdivisions of the State of Texas.

(c) To assist the various Republican Assemblies in improving the public relations of the Republican Party, supporting Republican political campaigns, encouraging public forums and social programs, and in attracting a greater number of voters to work toward advancing the interests of the Republican Party and our Country.

Article IV

Composition

SECTION 4.01. Composition. The TXRA shall consist of Republican Assemblies which have been accepted and chartered by the Board of Directors of the TXRA in the manner provided for in Articles V, X and XI, respectively, of these By Laws, and which continue to comply with the By Laws of the TXRA and NFRA, as adopted or amended.

Article V

Charters

SECTION 5.01. Location. Republican Assemblies may be formed and chartered, as the By Laws hereinafter provide, in each county or other Board-approved geographical area in the state of Texas, as set forth in Section 10.02 of these By Laws.

SECTION 5.02. Ratification of By Laws. Every Republican Assembly by accepting a charter from the TXRA, ratifies and agrees to be bound in all matters by the By Laws of the TXRA and the NFRA, and amendments thereto.

SECTION 5.03. Effective Date of Charter Application. Petitions for charters received by the Secretary of the TXRA not later than sixty (60) days prior to a TXRA Annual Convention shall be acted upon by the Board of Directors of the TXRA under the Special Meeting provisions set forth in Section 9.04 of these By Laws. Republican Assemblies receiving charters under the provisions of this section shall be eligible to send delegates to the next Annual Convention of the TXRA, as authorized in Section 13.08 of these By Laws.

Article VI

Termination of Charter and Membership

SECTION 6.01. Non payment. Any member Republican Assembly more than sixty (60) days in arrears for any indebtedness to the TXRA shall be considered not in good standing and may have its Charter and membership herein suspended or revoked by action of the Board of Directors, provided, however, that at least thirty (30) days before such action notice of said indebtedness shall have been duly sent by certified mail by the Secretary of the TXRA to the last reported President and Secretary of such Republican Assembly. The Board of Directors, at its discretion, may restore such Republican Assembly to membership in the TXRA upon payment of its indebtedness.

SECTION 6.02. Non Attendance. Any member Republican Assembly that fails for two (2) consecutive years to present a Delegate to the Annual Convention of the TXRA shall be considered not in good standing and may have its Charter revoked by action of the Board of Directors, provided, however, that at least thirty (30) days before such action notice of said indebtedness shall have been duly sent by certified mail by the Secretary of the TXRA to the last reported President and Secretary of such Republican Assembly. The Board of Directors, at its discretion, may restore membership in the TXRA upon showing of good and sufficient cause for the non-attendance.

SECTION 6.03. Membership. Any member Republican Assembly, chartered by the TXRA, the membership of which is less than fifteen (15) members as of December 31 of any year shall be notified by the Secretary, prior to the next February 28, that its charter is in jeopardy. The Board of Directors shall also be so notified by the Secretary and shall take official note of the fact. If the membership has not increased to a minimum of fifteen (15) members within six (6) months after said notice has been sent by the Secretary, it shall be considered not in good standing and may have its charter and membership herein revoked at the next following meeting of the Board of Directors.

SECTION 6.04. Discipline. Any member Republican Assembly that fails to conform to the By Laws of the TXRA may have its charter and membership herein suspended or revoked, or may otherwise be disciplined, by a two thirds vote of the entire Board of Directors; provided, that at least thirty (30) days before such action, notice of such intended action be sent by certified mail by the Secretary of the TXRA to the last reported President and Secretary of such Republican Assembly. Republican Assemblies shall not incorporate. Acceptance of a TXRA charter constitutes agreement by the unit that the State Board of Directors has full authority to discipline any subordinate unit for violation of these By Laws, including the power to suspend or revoke the unit charter. Officers of a unit whose charter has been revoked shall turn over all moneys and documents properly belonging to said unit to a duly authorized representative of the State Board of Directors at a time and place designated by said representative.

SECTION 6.05. Appeal. If the Board of Directors shall suspend or revoke the charter of any member Republican Assembly or shall otherwise discipline any member Republican Assembly, the Secretary of the TXRA shall send a notice of such action within fifteen (15) days by certified mail to the last reported President and Secretary of said Republican Assembly.

The said Republican Assembly, within thirty (30) days from the date of mailing of such notice and not less than ten (10) before the next convention of the TXRA, may file with the Secretary of the TXRA written notice of appeal. This appeal shall be considered at the next Convention of the TXRA, unless filed less than ten (10) days prior thereto; in the latter instance, said appeal shall be considered and decided by a two thirds vote of the Board of Directors at the next Board of Directors meeting following the convention of the TXRA.

SECTION 6.06. Resignation. Any member Republican Assembly may resign from the TXRA by submitting a resignation in writing to the Secretary of the TXRA, if its duties and obligations shall have been fulfilled and if a resolution of resignation shall have been adopted and approved by three fourths of the active membership of such Republican Assembly, which resolution shall be certified by the President and Secretary of such Republican Assembly. Such resignation shall become effective when accepted by the Board of Directors at the next following Board Meeting. The Board of Directors may, upon written application of such Republican Assembly to the Secretary of the TXRA, reinstate the said Republican Assembly to membership in the TXRA.
SECTION 6.07. Surrender of Charter. Any member Republican Assembly which shall for any cause cease to be a member of the TXRA shall relinquish the name Republican Assembly, shall surrender its membership certificate to the Secretary of the TXRA, and shall not thereafter use the name, emblem, or insignia of Republican Assembly or TXRA in any manner whatsoever.

SECTION 6.08. Termination and Discipline of a Member.

(a) Any individual member of the TXRA may have his membership herein terminated, or he may otherwise be disciplined, after a hearing, by two thirds (2/3) vote at a meeting of the Board of Directors where a quorum is present, whenever said board has determined that the named member has:

(1) publicly supported or registered as a member of a political party other than the Republican Party;

(2) used his or her name and title as a member of the Texas Republican Assembly in publicly advocating that the electorate should not vote for the Republican nominee for any elected political office;

(3) used his or her name and title as a member of the Texas Republican Assembly in giving support or to avowing a preference for a candidate of another party for election to an elected public office and where said candidate is opposed by a Republican candidate;

(4) used his or her name and title as a member of the Texas Republican Assembly in prematurely endorsing (without a vote of the delegates at a regular or special TXRA meeting) candidates running for office in the Texas Republican Primary;

or (5) otherwise brought discredit or disrepute upon the TXRA, provided that at least thirty (30) days before such action, notice of such intended action shall have been duly sent by certified mail by the Secretary of the TXRA to said member.

(b) If the Board of Directors shall terminate the membership or shall otherwise discipline any such member, the Secretary of the TXRA shall send notice of such action within (15) days by certified mail to said member. The said member, within thirty (30) days from the date of mailing such notice, and not less than ten (10) days before the date of the first session of the next Convention of the TXRA, may file with the Secretary of the TXRA written notice of appeal. This appeal shall be considered at the next Convention of the TXRA, unless filed less than ten (10) days prior to the date of the first session thereof; in the latter instance said appeal shall be considered and decided by a two thirds (2/3) vote of the Board of Directors, where a quorum is present, following that Convention of the TXRA.

(c) Any individual member so terminated from membership in the TXRA shall immediately upon such termination cease to claim membership in, or the holding of any office in or official relationship with the TXRA or any chartered Republican Assembly, and shall also immediately surrender to the Secretary of the TXRA any and all documents, records, emblems, insignia, funds or other devices or properties of any nature whatsoever. Said terminated member shall not thereafter use the name, emblem, or insignia of Republican Assembly or TXRA in any manner whatsoever.

Article VII

Officers

SECTION 7.01. Title. The officers of the TXRA shall be a President, the Immediate Past President, a Vice President, a Secretary, a Treasurer, and the National Committeeman and the National Committeewoman.

SECTION 7.02. Qualifications.

(a) Each officer shall be a member in good standing of a chartered Republican Assembly and shall continue as such throughout his term.

(b) No officer of the TXRA shall be a candidate for, or hold, any partisan, remunerative, elected public office, other than an office within the Republican Party. Becoming such a candidate or such officeholder, automatically terminates the holding of office in the TXRA.

(c) No member who holds the position of officer of the Texas Republican Assembly shall miss two or more meetings of the Board of Directors between Annual Conventions, unless such non attendance is excused by a vote of the Board of Directors. If such member is declared absent for a second time at a meeting of the Board of Directors, such member's position of officer shall automatically terminate, unless such non attendance is then excused by a vote of the Board of Directors. The press of personal or other business affairs of the officers shall not serve as an acceptable basis for excusing non attendance.

SECTION 7.03. Compensation. All of the above named officers of the TXRA shall serve the TXRA without compensation.

SECTION 7.04. Staff. The Board of Directors shall have the power to appoint or hire such staff as it deems necessary.

SECTION 7.05. Election of Officers. The President, the Vice-President, and the National Committeeman and National Committeewoman, shall be elected at the Annual Convention in each odd numbered year in the manner provided for in the By Laws and shall serve for a period of two (2) years or until their successors are elected and qualified.

SECTION 7.06. Appointment of Officers. The Secretary and the Treasurer shall be appointed by the President, subject to the ratification of the Board of Directors.

SECTION 7.07. Outgoing Officers. At the conclusion of the each Annual convention, outgoing officers shall be empowered to continue to perform their duties only on matters which were initiated and approved prior to the close of the Convention, which matters shall be completed within a fifteen (15) day period following the close of the Convention.


Article VIII

Duties of Officers

SECTION 8.01. President. The President shall preside at all Conventions and all meetings of the Board of Directors. He shall be the chief executive officer of the TXRA and shall exercise general supervision over the work and activities of the TXRA. He shall perform such other duties as usually pertain to the office of the President.

SECTION 8.02. Vice President. In the event of the inability of the President to perform his duties, the Vice President shall preside and perform the duties of, and have the same authority as the President. The Vice President shall also perform such other duties as usually pertain to the office of Vice President or as may be assigned to him by the President or the Board of Directors.

SECTION 8.03. Secretary. The Secretary shall assist the President and the Board of Directors in conducting the business of the TXRA and shall perform such duties as are specified or implied in the By Laws, or as may be assigned to him by the President or by the Board of Directors. He shall attend all meetings of the Board of Directors and all conventions of the TXRA, and shall act as Secretary thereof. He shall make an annual report to the Board of Directors at the Annual Convention, which report shall contain all information required by the Board of Directors. He shall be the custodian of the Articles of Incorporation of the TXRA, and reports pertaining thereto. This officer shall have the responsibility for collecting, assembling, and preserving in the minutes all recorded motions and rulings. He shall sign all documents issued by the TXRA whereon his signature is required. He shall receive correspondence on behalf of the organization and shall originate correspondence to TXRA subordinate units, individual members, and the public in conformity with these By Laws. He shall also keep the Republican Assembly charters and all material pertaining thereto, and shall report any discrepancy between these and the TXRA By Laws to the Board of Directors at its next meeting.

SECTION 8.04. Treasurer. The Treasurer shall receive all membership moneys paid to the TXRA by the local chapters, giving receipts therefore. He shall also receive all other moneys paid to the TXRA. He shall deposit the same in such bank or banks as shall have been designated by the Board of Directors, and shall disburse said moneys upon order of the Board of Directors. He shall make a financial report to the Board of Directors at the Annual Convention, or more often if required by the Board of Directors. He shall attend all meetings of the Board of Directors and all Conventions of the TXRA. He shall perform such other duties as are specified or implied in the By Laws, or as may be assigned by the President or the Board of Directors. He shall keep the records of membership accounts in the manner prescribed by the Board of Directors.

SECTION 8.05. Immediate Past President. The Immediate Past President shall perform such duties as may be assigned to him by the President or the Board of Directors.

SECTION 8.06. National Committeeman and National Committeewoman. The National Committeeman and the National Committeewoman shall represent the TXRA at all national and regional Board meetings of the NFRA. They shall also serve on the Board of the TXRA and shall, from time to time, serve as advisors and consulters to the President of the TXRA.

SECTION 8.07. Other Past Presidents. All Past Presidents shall perform the duties of organizing and maintaining an active committee of past TXRA officers and directors. This committee shall have the responsibility of aiding in the organization and functioning of the TXRA.

SECTION 8.08. Transfer of Records. At the end of the term of each officer or appointee, it shall be the responsibility of each to assemble and transfer within thirty (30) days to the successor in office all records, lists, correspondence and other documents as relate to the performance of official duties, including but not limited to TXRA funds, checkbooks and passbooks.

Article IX

Board of Directors

SECTION 9.01. Composition. The Board of Directors of the TXRA shall be composed of the following:

(a) Officers. The officers of the TXRA, as set forth in Section 7.01 of these By Laws.

(b) District Directors. District Directors shall be elected by and from the members of each state senatorial district at the Annual Convention of the TXRA in odd-numbered years, and shall serve for a period of two (2) years or until their successors are elected. To be entitled to elect a District Director, a state senatorial district must have at least one (1) chartered Republican Assembly and have at least fifty (50) TXRA members residing within the district.

(c) Past Presidents. All TXRA Past Presidents in good standing shall be ex officio members of the Board of Directors.

(d) Directors at Large. Directors at large, numbering not more than three (3), who comply with the qualifications for officers as stated in Section 7.02, may be appointed by the President, subject to ratification by the Board of Directors. These Directors shall serve for a period of two (2) years and have all the rights and privileges of the Board of Directors.

(e) Chapter Presidents. Chapter Presidents of any chartered TXRA unit shall be members of the Board
of Directors.
.

(f) The NHRA Regional Vice President shall be an ex-officio member of the board, provided, however, that such NFRA Vice President shall be an advisory member and without vote if he or she is not a resident of Texas and qualified to be a member of the TXRA.

SECTION 9.02. Powers and Limitations of Powers. The powers and limitations connected with the TXRA shall be as set forth below:

(a) The Board of Directors shall have the control and management of all the affairs, properties, and funds of the TXRA provided, however, that any candidate proposed to be voted upon by the electorate shall not be endorsed by the Board of Directors unless:

(1) there is no Republican Assembly in the district in which an election is being held,

or (2) if the Republican Assemblies within such district do not hold a convention to consider endorsing in such election. Statewide candidates shall be endorsed only by the TXRA at a regular or special Convention. The Board of Directors may make recommendations, by a two thirds vote of the members present at any meeting where a quorum is present, concerning statewide measures proposed to be voted on by the electorate or candidates for office in the Texas Republican Party, provided however that written notice of such proposed vote is given at least fifteen (15) days prior to the Board Meeting and further that such recommendations are released only in the name of the Board of Directors and not in the name of the TXRA as a whole.
(b) The Board of Directors shall have such powers as are prescribed in these By Laws; provided further that it shall exercise general control and supervision of all officers and committees of the TXRA and may, for good cause and after a hearing, remove any officer or committeeman by a two thirds vote of the entire Board of Directors; provided such officer or committeeman shall have been sent by the Secretary of the TXRA by certified mail a notice containing a copy of the charges against him at least fifteen (15) days prior to the hearing thereon, said notice specifying the time and place of the meeting.

(c) The Board of Directors may pass resolutions concerning legislation and policies, except those excluded in this section, by a two thirds vote of the members present at any meeting where a quorum is present.

SECTION 9.03. Meetings. The Board of Directors shall meet at such times and places as may be determined by action of the Board, by call of the President, or by written request of four members of the Board, provided that there shall be at least two meetings each year, one of which shall be held immediately after the close of each Annual Convention. A written notice of the time and place of all meetings of the Board of Directors, except at the close of the Annual Convention, shall be mailed to each Officer and Director, to the Secretary of each Chartered Republican Assembly and to the Chairmen of all Committees by the Secretary of the TXRA not less than fifteen (15) days prior to said meeting.

SECTION 9.04. Special Meetings. The Board of Directors may, without meeting together, transact business by mail, by voting on questions submitted to them by or with the approval of the President. Fifteen (15) days shall be allowed for the return of the votes thereon by mail to the Secretary of the TXRA. The voting shall be considered closed at the end of fifteen (15) days, provided that the majority of the members of the Board shall have returned their votes by that time, or it shall be considered closed at any time prior thereto if and when all of the Directors have returned their votes. If, at the expiration of the (15) fifteen day period, a majority of the Board of Directors have not returned their ballots, a special meeting will be held at which meeting the Board of Directors shall order the disposition of the ballots. In cases where a hearing is required by the By Laws of the TXRA, voting by mail shall not be permitted unless authorized by a two thirds vote of all members of the Board of Directors. (In any reference herein to "mail," it is understood to encompass both hard copy transmitted by the U.S. Postal Service and to e-mail, except in the case of certified mail.)

SECTION 9.05. Appeal. Any action taken by the Board of Directors may be appealed to a Convention of the TXRA provided that action taking such appeal shall be made by at least one Chartered Assembly, and notice of such action shall be mailed by such Chartered Assembly(ies) by certified mail to the Secretary of the TXRA within thirty (30) days after such action is taken and at least thirty (30) days prior to the Convention. Upon receiving such notification, said Secretary of the TXRA shall notify the Secretary of each Chartered Republican Assembly of such appeal at least fifteen (15) days prior to the Convention at which such appeal is to be considered.

SECTION 9.06. Quorum. At all meetings of the Board of Directors, one third of the voting members of the board shall constitute a quorum for the transaction of all business, except in cases where a larger vote is required by the By Laws.


Article X

Boundaries and Identification

SECTION 10.01. State Senatorial Districts. Each State Senatorial District shall encompass the territory designated therefore by the Texas Legislature, and shall be identified by its District Number.

SECTION 10.02. Republican Assemblies. Each Republican Assembly shall be situated within one (1) county or geographical area in the state of Texas and shall be identified by its name in its Charter. The preferred chapter area is the county, but consent for a larger or smaller area may be granted by the Board of Directors. If an area larger than a county is granted, the Board, by a two-thirds vote, may later determine that it is in the best interests of the TXRA to require a separate chapter to be chartered in one or more of the counties in the larger area.

SECTION 10.03. Public Identification. Each Republican Assembly shall have the words "Republican Assembly" in its name or, alternatively, follow the chapter's name with the words "---, an affiliate of the Texas Republican Assembly," in all public communications.


Article XI

Republican Assemblies

SECTION 11.01. Structure. A chartered "local" Republican Assembly shall include membership within a reasonably coherent geographical area within the state of Texas, and shall be the only such Republican Assembly in that territory.

SECTION 11.02. By Laws. Each Republican Assembly shall develop its own by laws, which may be based on Model By Laws available from the Secretary of the TXRA. Local by laws must be in conformance with TXRA By Laws, and are subject to review by the Board of Directors of the TXRA.

SECTION 11.03. Qualifications for Membership. Members of each Chartered Republican Assembly shall be those American citizens of good moral character who have voted in the most recent Republican Primary or, having failed to vote in any organized political party's primary, declare their affiliation with the Republican Party of Texas. In areas where there is no chartered Republican Assembly, individuals may become members of a Republican Assembly in a nearby area until a new Republican Assembly is chartered. Each prospective member must be accepted under the by laws of his Chartered Republican Assembly and must continue to comply with those by laws, and must pay such annual dues as may be fixed by the local Assembly.

SECTION 11.04. Action on Applications. Action on all applications for membership in each Republican Assembly shall be taken within thirty (30) days by the Board of Directors of that Republican Assembly; otherwise, any application shall be automatically approved and the new member shall be accepted with the right to vote. Any duly rejected application shall be reported within ten (10) days to the Secretary of the TXRA. The Board of Directors of the TXRA may review any rejected application and determine whatever action is deemed necessary.

SECTION 11.05. Transfer of Membership. Any active member may transfer his membership from one Republican Assembly to another at any time. In that event, the Secretary of the Republican Assembly to which the member is transferring shall promptly notify the Secretary of the TXRA and the latter shall then notify the Secretary of the Republican Assembly from which the member has transferred. Acceptance of the transferred member immediately terminates his membership in his former Republican Assembly. The member shall pay the difference, if any, between the membership dues of the two Republican Assemblies involved.

SECTION 11.06. Honorary Membership. Honorary Members shall be those registered Republican who, by two thirds vote of either the Board of Directors of the TXRA or any Chartered Republican Assembly, are elected to honorary membership in the TXRA or the local Assembly, respectively.

SECTION 11.07. Membership Requirements. To maintain its good standing in the TXRA, each Republican Assembly must maintain a minimum of fifteen (15) active members, each of whom has paid current dues.

SECTION 11.08. Officers and Directors. Each Republican Assembly shall have a President, a Secretary, and a Treasurer, plus such additional officers as may be specified in its by laws. It may also have a Board of Directors, composed as specified in its by laws.

SECTION 11.09. Elections. Each Republican Assembly shall elect its directors, in accordance with its By Laws. Officers shall be selected in accordance with the local Assembly's By Laws.

SECTION 11.10. Meetings. Each Republican Assembly shall hold at least one (1) meeting each quarter, at a time and place determined by its Board of Directors or officers, which Board or officers may also prescribe other meetings.

SECTION 11.11. Reports. Each Chartered Republican Assembly shall submit to the Secretary of the TXRA periodic reports of its membership, together with the names, addresses, telephone numbers, and e-mail addresses (if applicable) of its officers and members, plus such other information as may be required at such times and in such manner as may uniformly be provided by resolution of the Board of Directors of the TXRA. Such report shall contain information on the state senatorial district within which each member lives.

SECTION 11.12. Records. All records of each Republican Assembly shall be maintained by the Secretary and Treasurer of that Republican Assembly, available for examination by members thereof and by the officers of the TXRA.

SECTION 11.13. Application for Charter. Application for Charter. Application for charter of the new Republican Assembly shall be made on the standard form as adopted by the Board of Directors of the TXRA, which petition shall be signed by at least ten (10) persons eligible for active membership in the prospective Republican Assembly. At least ten (10) of these prospective members must reside within the prospective geographical area of the prospective Assembly.

SECTION 11.14. Initial Organization. Upon receipt of an approved petition by the Secretary of the TXRA, the Board of Directors of the TXRA may by resolution approve formation of the new Republican Assembly and direct, through its accredited representative(s) the organization of said Republican Assembly. Such approval may be made by a mail ballot, provided, however, that any two (2) Board members may request a special meeting for the purpose of considering such application.


SECTION 11.15. Conditions of Organization. The organization of the new Republican Assembly shall be completed, under the direction of the accredited representative(s) of the TXRA; provided that the new Republican Assembly shall have:

(1) Ratified the By Laws of the TXRA.

(2) Adopted its own By Laws.

(3) Elected its own officers and directors (if any) and committees, and accomplished its organization in accordance with its by laws.

(4) Certified to the Secretary of the TXRA that its officers, directors, committees, and members have been instructed in their duties by the accredited representative(s) of the TXRA.

(5) Certified to the Secretary of the TXRA that it has held at least two (2) regular meetings as an organized body.

SECTION 11.16. Completion of Organization. Upon satisfaction of the requirements set forth in this article, the Board of Directors of the TXRA may issue the new Republican Assembly a Charter signed by the President and the Secretary of the TXRA under the seal of the TXRA. This Charter shall state the name of the new Republican Assembly and the date of membership, which shall be the date of acceptance by the Board of Directors of the TXRA.

SECTION 11.17. Endorsements. Local Assemblies may endorse candidates in Republican Primary races only in the manner set forth in Article XIX.


Article XII

Committees

SECTION 12.01. Named by the Board. The Board of Directors shall have the power to name all committees during its term of office, except that it shall name no more than ten (10) standing committees in all. The president shall have the power to appoint all members of the committees. All committees other than sub committees shall report to the Board of Directors or to the President.

SECTION 12.02. Members Appointed by President. The standing committees shall be appointed by the President, and each shall consist of not less than five (5) members. They shall perform such duties as may be authorized by the Board of Directors. A quorum shall be one third of the members of the committee or three (3) members, whichever is greater.

SECTION 12.03. Holdover Member. Either the Chairman, or if he is unable to act, then some other active member of each committee shall be appointed as a member of such committee in the succeeding year.


Article XIII

Conventions

SECTION 13.01. Annual conventions. A statewide convention of the TXRA shall be held with the following provisions:
(a) Time and Place
(a)(i) A Convention of the TXRA shall be held in odd-numbered years at the conclusion of the regular session of the Texas State Legislature. The time and place shall be fixed by the Board of Directors and each Chartered Assembly shall be notified thereof at least two months in advance of said convention. The biennial election of the officers and senate district directors shall take place at this convention.

(a)(ii) A convention of the TXRA shall be held in even-numbered years either the last
Saturday of January or the first Saturday of February. The time and place shall be fixed by
the Board of Directors and each Chartered Assembly shall be notified thereof at least two
months in advance of said Convention. Endorsements of statewide candidates in the upcoming
GOP Primary shall be considered at this Convention.

(b) Site Selection. The Board of Directors may, after giving ninety (90) days notice to each
Chartered Assembly, select sites for Conventions to be held within the three (3) calendar years
following the date of selection.

SECTION 13.02. Special Conventions. In case of an emergency, special Conventions may be called by the President with the approval of the majority of the members of the Board of Directors. The call for a special Convention shall specify the subjects to be considered, and no subjects shall be considered that are not so specified.

SECTION 13.03. Call. The Secretary of the TXRA shall mail to the Secretary of each Chartered Republican Assembly an official call to the Annual Convention at least two (2) calendar months prior to the date of the Convention and for a special Convention at least thirty (30) days prior to the date thereof.

SECTION 13.04. Supervision. The Board of Directors shall have full supervision and management of all Conventions of the Republican Assemblies and shall determine the official program and order of business at each Convention.

SECTION 13.05. Officers. The officers of each Convention shall be the officers of the TXRA. At or prior to any convention the President may appoint a Recording Secretary of the Convention to assist the President and the Secretary.

SECTION 13.06. Sergeant at Arms. At each duly called Convention or prior thereto, the President shall appoint a Sergeant at Arms and such assistants as the President may deem necessary or advisable.

SECTION 13.07. Convention Committees. At each duly called convention, or prior thereto, the President shall appoint a Credentials Committee, Resolutions Committee, Nominating Committee, Elections Committee, and such other committees as the President may deem proper, each to consist of at least five (5) members from Chartered Republican Assemblies.

SECTION 13.08. Representation. Each local Republican Assembly in good standing chartered by the State shall be entitled to elect Delegates to each Convention of the TXRA as follows: two (2) Delegates by virtue of the Charter held by it; one (1) Delegate for the first ten (10) members and one (1) Delegate for each additional ten (10) members or major portion thereof. A quorum shall consist of one third (1/3) of delegates at the Convention. Representation shall be determined by membership totals as reported on or before December 31st prior to the Annual Convention.

SECTION 13.09. Delegates at Large. The voting members of the Board of Directors and all Past Presidents of the TXRA shall be Delegates at Large at all Conventions.

SECTION 13.10. Delegates and Alternates. Each Delegate and Alternate permitted under Section 13.08 shall be elected by the membership of the local Assembly which he represents. Any Chartered Republican Assembly in good standing at the time of electing its Delegates for a Convention as herein specified, may elect Alternates in number not to exceed two (2) times the number of Delegates. In the event of the substitution of an Alternate for a Delegate, any person designated as an Alternate from the delegation may be substituted for the Delegate and the change shall be reported to the Credentials Committee, and, when such substitution of an Alternate for the Delegate has been made, the Alternate shall continue to act as the Delegate until the close of the Convention. This rule may be modified by the Credentials Committee with regard to the Delegates of the Convention so as to permit the substitution of an Alternate for a Delegate for one or more sessions, but only if the Delegate is so engaged in the administrative work of the Convention, as to make it impossible for him to attend such session or sessions of the Convention, and such substitution has been duly reported to and noted by the Credentials Committee. Said Delegates, all Delegates at Large, and said Alternates, shall be active members in good standing of the Chartered Republican Assemblies they represent, but shall not be elected State Officials, holding partisan remunerative office other than an office within the Republican Party. The Delegates and Alternates shall be elected by such Republican Assemblies prior to the date of any Convention and their election shall be evidenced by a certificate duly authenticated by the President and the Secretary of the local Republican Assembly, and such certificate shall be forwarded to the Credentials Committee so as to be received by that Committee not later than twenty (20) days prior to the Convention. The Committee on Credentials shall have the right to determine as to the seating of the Delegates and Alternates for such Chartered Republican Assembly that shall fail to certify the election of its Delegates or Alternates.

SECTION 13.11. Registration Fee. The Board of Directors shall establish the registration fee to be paid to the TXRA by all members attending any Convention of the TXRA. The proceeds derived from such registration fees shall be expended under the direction of the Committee on Convention Program and Arrangements and with the approval of the Board of Directors. At least two weeks prior to the State Convention, the Committee on Credentials will provide at a nominal fee to all candidates seeking TXRA State Office, Statewide Republican candidates, and state proposition committees, a list of all known TXRA Delegates' and Alternates' names, addresses, telephone numbers, and e-mail addresses (if applicable) when requested. A notice, stating the amount of the registration fee and giving the Convention program, shall be sent by the Secretary of the TXRA to the Secretary and President of each member Republican Assembly, each state officer, and each District Director, at least twenty (20) days before the date of the Convention. No Delegate, Delegate at Large, nor Alternate shall be entitled to vote in a Convention unless and until his registration fee has been paid.

SECTION 13.12. Voting. At all TXRA conventions, voting shall conducted as follows:

(a) In all voting, a majority shall rule, unless otherwise provided for in the By Laws.

(b) In all conventions of the TXRA, each accredited Delegate and Delegate at Large shall be entitled to cast one vote, as shall be ascertained on the following basis:

1. Each Delegate at Large of the TXRA shall have one vote.

2. Each Delegate from a local Republican Assembly shall have one vote.

3. There shall be no voting by proxy at any meeting of the Delegates of the TXRA, except that each chartered Assembly shall be entitled to one vote by written proxy signed by its President and Secretary, if none of the duly authorized Delegates and Alternates are able to attend the Convention.

(c) There shall be no cumulative voting nor shall any delegate at large vote as both a delegate at large and then again as a delegate or alternate.


Article XIV

Convention Procedures

SECTION 14.01. Program. The official program of a Convention as approved by the Board of Directors shall be the Orders of the Day for all sessions. Changes in the program may be made from time to time by a majority vote of the Delegates and Delegates at Large present and voting.

SECTION 14.02. Resolutions. All resolutions shall be referred to the Committee on Resolutions for its consideration and recommendation to the Convention. All such resolutions submitted to the TXRA President ten (10) or more days prior to the opening of the convention must be considered by the Committee. All resolutions submitted to the Committee on Resolutions must originate from a local Assembly or from a delegate or alternate to the Convention.

SECTION 14.03. Debate. Reports on Committees, communications to the Conventions, resolutions presented by the Committee on Resolutions, and all motions save such as are known to parliamentary practice as "non-debatable" may be debated upon the floor of the Convention, unless by a two thirds vote the Convention decides to dispose of them without debate. No delegate shall speak in Convention longer than five (5) minutes at one time, except as provided in the order of the day or by majority vote of the Convention.

SECTION 14.04. Endorsement of Candidates. Endorsements of candidates proposed to be voted upon by the electorate statewide, shall be made only by the affirmative vote of two thirds of the Delegates present and voting at a regular or special Convention of the TXRA. Only one person may be endorsed for a particular office.


Article XV

Nomination and Election of Officers

SECTION 15.01. Time. The official program of the Annual Convention shall indicate the days and hours for nomination and election of officers and shall be subject to change only in accordance with the rules of the Convention procedure.

SECTION 15.02. Committee on Elections. The Committee on Elections shall have general charge of the election and the distributing and the counting of the ballots.

SECTION 15.03. Eligibility. Any active member of a Chartered Republican Assembly in good standing may be eligible to any elective office, but no person shall be submitted as a candidate for any office without the consent of such person having been obtained, and provided that the person is qualified under Section 7.02 of these By Laws.

SECTION 15.04. Nominations. All nominations shall be made from the floor of the Convention at the time designated on the official program with the Nominating Committee making its report prior to opening the floor to other nominations.

SECTION 15.05. Accredited Voters. Before the opening of polls, the Secretary shall provide the committee on Elections with a list of the Delegates and Delegates at Large as shown by the report of the Committee on Credentials. No Delegate or Delegate at Large shall be allowed to vote unless his name appears on the list.

SECTION 15.06. Ballots. The voting in contested races shall be by ballot only.

SECTION 15.07. Officers. A majority of all votes cast shall be necessary for the election of President. In the event that any ballot cast does not show a majority for any nominee for President, the nominee having the lowest vote on the first ballot shall be dropped; and on each succeeding ballot the same procedures shall be followed until some nominee shall have received a majority of all votes cast.

SECTION 15.08. District Directors.

(a) Election. A District Director from each State Senate District shall be elected at the Annual Convention by the Delegates at Large and the Delegates from each state senate district. If there are less than three (3) delegates from a State Senate District, voting and present, the District Director shall be appointed by the Board of Directors from a list approved by the chapters of the State Senate District in which the Director is to serve. In all contested elections for District Director the voting shall be by ballot.

(b) Voting. Each delegate from each region recognized by the Convention shall be entitled to cast one vote at the election of the District Director. The incumbent District Director shall be entitled to one vote, even if not a delegate to the Convention. A majority of all votes cast in each State Senate District election shall be necessary for the election of the District Director for each region. If any ballot cast does not show a majority for any nominee, the nominee having the lowest vote on the first ballot shall be dropped and another ballot cast, and on each succeeding ballot the same procedure shall be followed until such nominee shall have received a majority of all votes cast.

(c) Term of Office. Each District Director shall take office immediately upon the closing of the Annual Convention of the TXRA and shall serve thereafter for a period of two (2) years until the next odd-numbered year Convention.


Article XVI

Vacancies in Office Between Conventions

SECTION 16.01. President. If a vacancy in the office of President occurs between Annual Conventions, the Vice President shall become President until the next Annual Convention. At that time the Convention shall fill the remaining term of office.

SECTION 16.02. Vice President. If a vacancy in the office of Vice President occurs between Annual Conventions, the Board of Directors shall elect a qualified member of a Chartered Republican Assembly to fill the office until the next annual Convention. At that time the Convention shall fill the remaining term of office.

SECTION 16.03. District Director.

(a) In the event of a vacancy in the office of District Director in any region between the Annual Conventions, the delegates and alternates to the last odd-numbered year Convention shall assemble and elect a successor to fill the balance of the unexpired term.

(b) In the event that no Chartered Republican Assembly exists in a particular State Senate District, or the requisite threshold of fifty (50) members has not been reached, the President of the Texas Republican Assembly, with approval of the Board of Directors, shall appoint a qualified member of any local Assembly to act as District Director. Such District Director shall serve on the TXRA Board without vote until such time as the threshold of fifty members has been reached, at which time full voting privileges shall accrue. At the following Annual Convention in odd-numbered years, a District Director shall be elected in accordance with Section 15.08 of these By Laws.

Article XVII

Revenues

SECTION 17.01. Fees and Dues. The revenues of the TXRA shall be derived from fees and dues, fees from sale of publications and supplies, and from contributions to the work of the TXRA. Neither the TXRA nor a chartered Assembly chapter shall accept funds from an officeholder or candidate, except for local chapter dues, without a two-thirds (2/3s) vote of the Board of Directors of the TXRA. Such approval shall not be unreasonably withheld from a local Assembly.

SECTION 17.02. Dues.

(a) The annual State dues shall be forwarded to the Secretary of the TXRA quarterly. Any delinquency in the forwarding of dues when payable shall result in the suspension of membership in the TXRA of the local Republican Assembly.

(b) The annual State dues of the TXRA shall be three dollars ($3.00) per person.

SECTION 17.03. Other Revenue. Revenues, other than those defined in Section 18.01 of this Article, may be raised as provided for in the By Laws.

Article XVIII

Finance and Accounting

SECTION 18.01. Fiscal Year. The fiscal year of the TXRA shall coincide with the term of office of the duly elected officers of the TXRA or at such other time as the Board of Directors may prescribe by resolution adopted by a two thirds vote.

SECTION 18.02. System of Accounts. The Board of Directors shall cause an efficient double entry system of accounts to be installed and maintained.

SECTION 18.03. Budget. Prior to the close of each fiscal year, the Board of Directors shall adopt a budget making appropriations therein for the ensuing year. Each budget shall specify the purpose and the amount of each appropriation, and shall include a statement of the estimated revenues of the TXRA for such annual period and the sources thereof. Any budget adopted by a prior Board of Directors may be accepted or rejected in whole or in part or substitutions and additions made, at the discretion of the newly elected Board of Directors.

SECTION 18.04. Disbursements. All disbursements shall be made solely by check.

SECTION 18.05. Depositories. The Board of Directors shall designate the depositories of all funds of the TXRA.

SECTION 18.06. Signers of Checks. The Board of Directors shall have the power to authorize such officers and employees as in its judgment may seem advisable to execute and countersign the checks aforesaid, and to do and perform such other acts as will carry out the purpose and objects of this article. Two signatures shall be required on all checks.

SECTION 18.07. Review of Accounts. The President shall select, with approval of the Board of Directors, a committee of the Board to review the books of account of the TXRA annually or at more frequent time periods. The Secretary and Treasurer shall submit their books and all other records for review whenever required by the Board of Directors.

SECTION 18.08. Financial Statements. Within thirty (30) days of receipt, the Board of Directors shall cause to be mailed to the Secretary and President of each chartered Assembly, the balance sheet and a statement of receipts and expenditures of the TXRA for the previous fiscal year.


Article XIX

Endorsement of Local Candidates

SECTION 19.01. Two Thirds Vote Required. Endorsements of local candidates for public office may be made only by a two thirds vote, at a physical meeting composed of proportional representation of all Republican Assembly chapters within the district from which the candidate proposed to be endorsed is to be elected. The temporary chairman shall be the ranking state officer in the particular district within which the candidate is to be elected. Where the particular district has officers of equal rank, the temporary chairman shall be determined by lot.

SECTION 19.02. Notice of Committee Meeting. Each chapter entitled to participate shall be given at least ten (10) day written notice prior to the meeting of the committee, except in cases of urgency, in which case equal notice shall be given to the Presidents and Secretaries of such chapters.

SECTION 19.03. Limitations on Endorsing:

(a) Officers and members of local Assemblies shall not become members of, or take part, as such Assembly Members or Officers, in any Fact Finding Committee or Endorsing Committee, created in and for the name of the Republican Party, except by the authority of the unit in which they are members as expressed through an election or by the action of their Board.

(b) Neither the TXRA nor any chartered local Republican Assembly shall endorse any candidate for any public office, whether partisan or non partisan, unless such candidate is a duly registered member of the Republican Party.

(c) The TXRA President, upon being notified prior to an election, or between elections, of any alleged infraction of the By Laws concerning endorsement of candidates or issues shall immediately conduct an investigation of the alleged infraction and take whatever action is deemed necessary to protect the endorsement privilege and good name of the TXRA.

(d) Only one person may be endorsed for a particular office.

(e) Only individuals who have been certified as eligible by the appropriate election official may be considered for endorsement to a particular office.

(f) Local Assembly chapters may not make endorsements in statewide races.


Article XX

Code of Administrative Provisions

SECTION 20.01. The Board of Directors of the TXRA shall have power to adopt and amend from time to time a Code of Administrative Provisions supplementing and augmenting but not in conflict with the By Laws of the TXRA and such code of administrative provisions as so adopted by the Board of Directors shall be in full force and effect unless revoked by a regular or special Convention of the TXRA.


Article XXI

Parliamentary Authority

SECTION 21.01. Robert's Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered in the By Laws of the TXRA.


Article XXII

Printing of By Laws

SECTION 22.01. At the conclusion of each Convention where any amendments are made to the By Laws, the By Laws Committee shall be charged with the authority and the responsibility to cause and supervise the printing of the By Laws as in effect at the end of that Convention. Printers' proofs of the By Laws as amended shall be furnished by the out going Chairman of the By Laws Committee to each outgoing member of the By Laws Committee, and to the newly elected officers. Each such person shall then make comment and return them to the outgoing Chairman who shall then be authorized with the advice of his committee to cause and supervise the printing an circulation of the By Laws to all Board members and chapter Presidents. The By Laws shall be dated as of the closing date of the Convention each year.


Article XXIII

Amendments to By Laws

SECTION 23.01. Place and Vote Needed. Amendments to these By Laws shall be made only at a regular or special Convention of the TXRA by a two thirds vote of the Delegates and Delegates at Large present and voting.

SECTION 23.02. Notice Required and Limitations. Proposed amendments to the By Laws shall be delivered or mailed to the Secretary of the TXRA at least fifty (50) days prior to the date of the Convention. The Secretary shall send a copy of the proposed amendments to the Secretary of each chartered Assembly not less than thirty (30) days prior to the date of the Convention. The Convention shall have power to revise the text of such amendments in approving the same, but shall adhere to the subject matter thereof as specified by the By Laws Committee.


Adopted June 23, 2001


_____________________________________ ___________________________________
Steve Hollern, President Jodie Laubenberg, Secretary

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