VIRGINIA FEDERATION OF REPUBLICAN

WOMEN

A member of the National Federation of Republican Women since 1953

BYLAWS

ADOPTED BY THE DELEGATES OF THE

VIRGINIA FEDERATION OF REPUBLICAN WOMEN
VIRTUAL CONVENTION
06 June 2020
 TABLE OF CONTENTS

ARTICLE I NAME AND AFFILIATION ……….….……………………………….…………… 5

Section 1. Name ............................................................................................... 5
Section 2. Charter ............................................................................................ 5
Section 3. VFRW/NFRW Bylaws/Objectives Consistency ............................... 5
Section 4. Fiscal Year Definition ...................................................................... 5
Section 5. Club/VFRW Bylaws/Objectives Consistency ................................... 5

ARTICLE II MISSION STATEMENT ..................................................................... 5

ARTICLE III OBJECTIVE5 ..................................................................................... 5

ARTICLE IV POLICIES .......................................................................................... 6

Section 1. Republican Candidate Endorsement .............................................. 6
Section 2. Split Ticket ....................................................................................... 6
Section 3. Other Organizations ........................................................................ 6
Section 4. Use of Federation Name ................................................................. 6
Section 5. Use of Federation Stationery .......................................................... 6

ARTICLE V MEMBERSHIP ........................................................................................ 7

Section 1. Primary Membership – Eligibility .................................................... 7
Section 2. Member in Good Standing ............................................................. 7
Section 3. Eligibility ......................................................................................... 7
Section 4. Requirements ................................................................................. 8
Section 5. Application for New Local Club ...................................................... 8
Section 6. Responsibilities of Local Club ......................................................... 9
Section 7. Removal of Local Club from and Reinstatement of Membership ..10
Section 8. Removal of Individual Members from Local Clubs ........................11
Section 9. Voluntary Resignation ....................................................................11

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ARTICLE VI OFFICERS AND THEIR DUTIES …………………………………………………….12
Section 1. Eligibility ………………………………………………………………………………….. 12
Section 2. Officers …………………………………………………………………………………….. 12
Section 3. Term ………………………………………………………………………………………... 12
Section 4. Duties of the President …………………………………………………………….. 12
Section 5. Duties of the Vice Presidents ……………………………………………………. 14
Section 6. Duties of the Recording Secretary…………………………………………….. 14
Section 7. Duties of the Corresponding Secretary …………………………………….. 14
Section 8. Duties of the Treasurer …………………………………………………………… . 14
Section 9. Vacancies …………………………………………………………………………………. 16
Section 10. Reports and Records…………………………………………………………………. 16

ARTICLE VII DISTRICT REPRESENTATIVES AND THEIR DUTIES ................. … 16

Section 1. Eligibility ....................................................................................... 16
Section 2. Filing for Office of District Representative ................................... 16
Section 3. Election ......................................................................................... 16
Section 4. Term ............................................................................................. 17
Section 5. Duties ........................................................................................... 17
Section 6. Vacancies ...................................................................................... 18
Section 7. Appointment of Acting District Representative ........................... 18

ARTICLE VIII REPRESENTATIVES TO STATE CENTRAL COMMITTEE

AND THEIR DUTIES.. ............................................................... ..19
Section 1. Eligibility ....................................................................................... 19
Section 2. Election ......................................................................................... 19
Section 3. Term ............................................................................................. 19
Section 4. Duties ........................................................................................... 19

ARTICLE IX BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE……………. 19

Section 1. Board of Directors ........................................................................ 19
Section 2. Duties of the Board of Directors .................................................. 20
Section 3. Quorum for Meetings of the Board of Directors ......................... 22
Section 4. Executive Committee ................................................................... 22
Section 5. Duties of the Executive Committee ............................................. 22
Section 6. Meetings of the Executive Committee ........................................ 22
Section 7. Proxy Voting ................................................................................. 22
Section 8. Quorum ........................................................................................ 22
Section 9. Telephonic Meetings..................................................................... 22

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ARTICLE X STANDING AND SPECIAL COMMITTEES ............................... . 23
Section 1. Standing Committees ................................................................ 23
Section 2. Special Committees ................................................................... 23
Section 3. Committee Chairman ................................................................ 23
Section 4. Reports and Records ................................................................. 23

ARTICLE XI NOMINATIONS AND ELECTIONS ......................................... . 22

Section 1. Nominations .............................................................................. 23
Section 2. Elections .................................................................................... 24

ARTICLE XII DUES AND SERVICE CHARGE ............................................... . 25

Section 1. Dues .......................................................................................... 25
Section 2. Service Charge ........................................................................... 25
Section 3. Payment of Dues and Service Charge ....................................... 25

ARTICLE XIII CONVENTIONS………………………………………………………………..….. 25

Section 1. VFRW Convention – Time, Place and Purpose .......................... 25
Section 2. Eligibility .................................................................................... 26
Section 3. Representation .......................................................................... 26
Section 4. Voting ....................................................................................... 27
Section 5. Quorum ..................................................................................... 27
Section 6. VFRW Convention Reports and Records ................................... 27
Section 7. NFRW Biennial Convention ....................................................... 27

ARTICLE XIV PARLIAMENTARY AUTHORITY…………………………….…. 28

ARTICLE XV AMENDMENTS……………………………………………….. 28

ARTICLE XVI DISSOLUTION.…..…………………………………………….. 28

STANDING RULES .…..……………………………………………………..… 29

DATES OF BYLAWS AND STANDING RULES AMENDMENTS .……………………... 36

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 ARTICLE I
NAME AND AFFILIATION

Section 1. The name of this organization shall be: Virginia Federation of Republican Women,
hereinafter referred to as VFRW.

Section 2. The VFRW was Chartered in 1953 as a State Federation Member of the National
Federation of Republican Women (NFRW).

Section 3. The bylaws and objectives of the VFRW shall be consistent with those of the National
Federation of Republican Women, hereinafter referred to as NFRW.

Section 4. The fiscal year of the VFRW and its members shall be January 1 through December 31.

Section 5. The Bylaws and objectives of each club shall not be in conflict with those herein,
referred to as VFRW Bylaws.

ARTICLE II
MISSION STATEMENT

The VFRW works to increase the effectiveness and relevance of women in the cause of good governance.
Our Mission remains to recruit and elect Republican candidates, promote the Principles of the
Republican Party, educate the public, and inform the media.

ARTICLE III
OBJECTIVES

The Mission and Objectives of this organization shall be to:

1. Increase the effectiveness of women in the cause of good government;
2. Recruit and support Republican Women for elected offices at all levels of government;
3. Disseminate information to Clubs;
4. Inform the public through political education and activity;
5. Foster loyalty to the Republican Party at all levels of government;
6. Promote the Principles of the Republican Party;
7. Work for Republican candidates in all elections;
8. Support the Objectives and Policies of the Republican National Committee and,
9. Perform any lawful activity not inconsistent with the foregoing.

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 ARTICLE IV
POLICIES

Section 1. REPUBLICAN CANDIDATE ENDORSEMENT

The VFRW, as a whole, its President and Campaign Activities Chair, its Clubs, Club Presidents, and
Club Campaign Activities Chairs shall not publicly endorse any Republican candidate for public office
in contested Republican primaries, runoff elections, and special elections, and/or non-partisan
elections when more than one (1) Republican candidate is declared.

Individual Federation and/or Club members may support the candidate of their choice in contested
Republican primaries but shall not reference or support their chosen candidate in the name of the
VFRW or any Republican Women’s Club.

A. If it is necessary for the VFRW President or Club President to be included on a slate of delegates
or alternates for a particular candidate in order to be elected to serve as a Delegate or Alternate,
such action is permitted provided this is the only method of election.

Section 2. SPLIT TICKET

Neither the VFRW, nor any of its Clubs or individual members of any of its Clubs shall advocate a split
ticket, support an opposition party candidate, or act against the State Federation or NFRW Mission,
Policies, Objectives, and Bylaws, the Republican Party of Virginia, and/or the Republican National
Committee.

Section 3. OTHER ORGANIZATIONS

The VFRW shall not affiliate with political organizations that are not officially recognized as working in
concert with the NFRW, the Republican Party of Virginia, and/or the Republican National Committee.

Section 4. USE OF FEDERATION NAME

Neither the VFRW, nor any of its Clubs or individual members of any of its Clubs shall utilize the name of
the VFRW in support of a split ticket, an opposition party candidate, or to advocate against the VFRW or
NFRW Mission, Objectives, Policies, and Bylaws; the Republican Party of Virginia (RPV) and/or the
Republican National Committee (RNC).

Section 5. USE OF FEDERATION STATIONERY

VFRW stationery shall only be used by Federation Officers and members of the Board of Directors for
the conduct of Federation business.

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 ARTICLE V
MEMBERSHIP

Section 1. PRIMARY MEMBERSHIP – ELIGIBILITY

Membership in the VFRW and its Clubs shall be extended to any woman who is a resident of the
Commonwealth of Virginia or whose domicile is within the Commonwealth of Virginia, has attained
eighteen (18) years of age, believes in the Principles of the Republican Party, advocates support for
Republican candidates, and supports the Mission, Objectives, and Bylaws of this organization.

Section 2. MEMBER IN GOOD STANDING

An individual member in good standing is one whose current dues are paid in a VFRW affiliated local club
and who supports Article II of these bylaws. A local club in good standing is one whose current dues and
service charges are paid to the VFRW Treasurer prior to February 1 of each calendar year.

A state federation in good standing is one whose current dues and service charges are paid to the NFRW.

Complete state federation forms shall be submitted to the NFRW President. At least two (2) local clubs
and their members with contact information and all dues and service charges must be submitted.

Section 3. ELIGIBILITY
Membership in the VFRW shall be extended to individual Republican women and local clubs.

A. Local clubs: Local clubs, including virtual/E-Clubs that meet utilizing technology, become
members of the National Federation through membership in the VFRW.

B. Individual membership: Providing there is a local club in her area, primary membership shall be
through local clubs affiliated with the VFRW and NFRW and includes membership in all three (3)
organizations. Anyone without a local club in her area may join the VFRW as a State At-Large
Member or the NFRW as a National At-Large Member. At-Large members will receive all NFRW
official publications and be entitled to participate in online discussions, and they may attend
NFRW, VFRW, or nearby local club meetings but will not have a voice or vote.

1. Primary Membership: Primary members shall:

(a) be residents of or women whose domicile is within the Commonwealth of
Virginia
(b) have attained eighteen (18) years of age,
(c) hold primary membership in one Virginia local club and pay all dues and
(d) be eligible to make motions and vote, to hold office and to serve on
committees and as a delegate to state and national conventions.

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 2. Membership expires each year on December 31. Renewal of Membership must be
received at NFRW Headquarters by March 1 of the following year for the member to
remain in good standing.

3. Associate Membership: A female associate member must be a primary member in one

(1) local club; may hold associate membership in more than one (1) local club; shall pay
only local club associate dues; shall not be able to make motions or vote, to hold office or
to be a delegate to state or national conventions from the local club(s) in which associate
membership is held. Republican men may be eligible for associate membership only upon
payment of required annual dues. They may attend meetings, but cannot make motions,
have a voice or a vote, be on committees, hold office, or be counted for the purpose of
determining the number of delegates to national or state federation meetings or
conventions. As associate members, men do not become members of the Virginia or
National Federations of Republican Women.

4. Honorary Membership: Honorary membership is extended to any person selected by a

two-thirds (2/3) vote of the local club’s Board of Directors at a properly called meeting.

Section 4. REQUIREMENTS

A. A Republican Women’s local club and its primary members may be admitted to and continued in
membership in the VFRW if local club bylaws are not in conflict with VFRW or NFRW Bylaws and
purposes. Local clubs or members that advocate a split party ticket or support a candidate
running on an opposition ticket shall not be admitted or continued in membership.

B. A local club shall consist of ten (10) or more women who form a permanent organization, adopt
bylaws in compliance with the VFRW and NFRW bylaws, pay VFRW and NFRW dues and service
charges in a timely manner and hold at least five (5) meetings within a twelve (12) month period
if unusual circumstances prohibit more frequent meetings.

C. The word Republican shall be included in the title of all local clubs. Local clubs shall not use the
words “federation” or “Virginia” in their titles; however, they may use the word “federated.”

Section 5. APPLICATION FOR NEW LOCAL CLUBS

A. There shall no limit as to the number of local clubs that can be organized within an area.

B. The appropriate District Representative and Second Vice President shall assist in the formation
of new local clubs.

C. Application for membership shall be sent electronically to the President of the VFRW and shall
be accompanied by:

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 1. A list of ten (10) or more names, addresses, zip codes-plus four, phone and fax numbers
and, when authorized, email addresses of the officers and primary members of the local
club

2. Bylaws which are not in conflict with VFRW or NFRW bylaws

3. Dues per capita and local club service charge as prescribed in these bylaws; (See Article
XI) The checks for dues and service charge shall follow via USPS mail within five (5)
business days of an electronic submission. Club reports shall be sent to the VFRW
Treasurer on a monthly basis if and when new members are added.

4. Written approval of the appropriate District Representative. If approval has been sought
and not obtained, the applicant shall submit a statement in writing to that effect.

5. The Executive Committee shall have jurisdiction over approval of any application for
membership. A majority vote by the Board of Directors shall admit an eligible local club
to membership within one hundred and twenty (120) calendar days of receipt of the
complete application. Balloting may be in person, by mail or electronic transmission.

Section 6. RESPONSIBILITIES OF LOCAL CLUBS

A. A local club whose members reside in more than one (1) Congressional District shall be counted
as a local club in the district where the greatest number of its primary members reside.

B. Local clubs shall elect officers by December 31 each year. Their term of office shall begin January
1 regardless of when or if formal installation takes place. They shall serve until their successors
take office. Local club presidents shall furnish the names, addresses, zip codes-plus four, phone
and fax numbers and when authorized email addresses of the elected officers to the President,
Corresponding Secretary and Treasurer of the VFRW no later than January 15 each year.

C. Local club treasurers shall remit dues per capita and the local club service charge to the VFRW
Treasurer, beginning January 1 and no later than thirty (30) days prior to the VFRW Convention.
A list, in duplicate, of the names, addresses, zip codes-plus four, phone and fax numbers, and
when authorized email addresses of the primary members shall accompany the dues.

D. Bylaws and all proposed amendments thereto of all local clubs shall be sent electronically to the
VFRW Bylaws Chairman for timely review, but no less frequently than every two (2) years. Local
clubs may be requested by that chairman to amend local club bylaws to conform with VFRW
and/or NFRW Bylaws. Review of bylaws and all amendments will be accomplished within ninety
(90) calendar days after receipt. Any recommendations of the VFRW Bylaws Chairman shall be
acted on at the first meeting of the local club, providing notice of such action to the local club
membership is in accordance with the bylaws of the local club.

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 E. Local clubs will contribute funds to cover the administrative expenses of their District
Representative for printing, postage, phoning, etc. The amount each local club will contribute
will be determined by the local clubs within a district.

F. Local clubs will furnish copies of their newsletter and/or calendar of events to the District
Representative.

G. Local clubs will furnish copies of their Newsletter to the VFRW President.

H. Each local club shall designate at least two (2) officers with authority to sign checks and verify
that the names are on file at the local bank where the club account is housed. The club president
shall send the names of the officers with signing authority to the VFRW Treasurer. Each club shall
have its own federal ID#, and the club bank account shall be in the club’s name.

Section 7. REMOVAL OF LOCAL CLUBS FROM AND REINSTATEMENT OF MEMBERSHIP

The Board of Directors of the VFRW shall have jurisdiction over removal of a local club from membership.
A two-thirds (2/3) vote of those present and voting is required for removal.

A. A local club may be removed from membership for any of the following reasons:

1. Bylaws which are in material conflict with the VFRW and/or NFRW Bylaws

2. Non-payment of dues for the full membership and/or current service charge

3. Failure to support the Party ticket, advocating a split ticket, supporting a candidate on the
opposition ticket, failure to support bylaws of the National and Virginia Federations of
Republican Women

4. Failure to maintain a minimum of ten primary members and to hold at least five meetings
within a twelve-month period (See Article IV, Section 3 (b)).

5. Failure to comply with the VFRW and NFRW membership rules.

B. Local clubs shall not affiliate with any political organization which is not officially recognized as
working in concert with the NFRW and the Republican National Committee. This applies to
local clubs as entities and not to individual members.
C. Local Club Assets and Name Use:

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 1. The assets, upon dissolution of a local club, shall be distributed to the VFRW. None of
the assets shall be distributed to any member or officer of the organization.
2. The right to use of the name of a dissolved local club shall revert to the VFRW.
D. A local club removed from membership for non-payment of dues and service charge after
December 31 shall be reinstated by a two-thirds (2/3) vote of the Board of Directors present
and voting and payment for at least ten (10) primary members and the service charge for the
current year.
E. A local club removed from membership for any cause other than non-payment of dues and
service charge may apply for reinstatement by written communication to the President of the
VFRW. The Board of Directors shall have jurisdiction over reinstatement. A two-thirds (2/3)
vote of the Board of Directors present and voting is required for reinstatement.

Section 8. REMOVAL OF INDIVIDUAL MEMBERS FROM LOCAL

A. The Board of Directors of a local club shall have complete jurisdiction over removal of members
from membership in a local club. A two-thirds (2/3) vote of those present and voting at a meeting
for which proper notice has been given is required for removal.

B. A member may be removed from membership of a local club for any of the following reasons:
1. non-payment of dues
2. advocating a split party ticket or
3. supporting a candidate running on an opposition ticket.

C. A member whose dues are delinquent shall be so advised in writing before removal for non-
payment of dues.

D. To remove a member for cause other than non-payment of dues, charges in writing, signed by
not less than one-third (1/3) of the members of the local club’s Board of Directors, shall be sent
electronically to the member. Said member shall be given twenty (20) calendar days within which
to appear before the Board to defend herself.

Section 9. VOLUNTARY RESIGNATION

In an election in which there is a Republican candidate, a member who chooses to run for office outside
the Republican Party shall resign from her local club or be removed by her membership for the remainder
of the calendar year.

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 ARTICLE VI
OFFICERS AND THEIR DUTIES

Section 1. ELIGIBILITY

A. Each elected officer shall be a primary member in good standing in a VFRW local club.

B. The President, First Vice President, and Second Vice President shall be current voting members
of the VFRW Board of Directors and shall have served one (1) term as a local club President.

Section 2. OFFICERS

Elected officers of the VFRW shall be a President, a First Vice President, a Second Vice President, a
Recording Secretary, a Corresponding Secretary and a Treasurer.

Section 3. TERM

Officers shall be elected at the VFRW Convention in even-numbered years. They shall take office at the
close of the VFRW Convention at which elected and serve for a term of two (2) years or until successors
are elected. No officer shall serve for more than one (1) two-year term in the same office. An officer
candidate may not run simultaneously for more than one (1) office.

Section 4. DUTIES OF THE PRESIDENT

A. To preside at all meetings of the Federation, Board of Directors and the Executive Committee

B. To represent the Federation at all times or to designate someone as representative in her

absence or inability to do so
C. To represent the VFRW as a voting member of the State Central Committee and as a non-
voting member of the Executive Committee, Republican Party of Virginia, in accordance with
the Republican Party Plan of Virginia

D. To appoint all standing and special committees except the Nominating Committee. The
appointment of the chairmen of standing committees shall be approved by the officers and
Immediate Past President

E. To issue a Call to all Board Meetings at least fifteen (15) days prior to such meeting

F. To issue a Call to special meetings of the Board of Directors or Executive Committee. Matters
of a routine nature, requiring action by either of these bodies, may be submitted to members

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 by mail, phone or electronic transmission at the discretion of the President and subject to the
following conditions

a. Each voting member of either body is provided an identical outline of the question to
be considered and a specific date for return of approval or disapproval by the member
to the President if by fax or electronic or a concise verbal explanation via a conference
call that is recorded by the Recording Secretary or person acting on her behalf. As
with all other meetings, a quorum must be present.

b. Approval or disapproval is indicated by the member above her signature and returned
to the President by the specified date or by the verbal roll call on the phone and
recorded in the minutes.

c. A majority of the properly voted communications, returned by the specified date, shall
determine the action to be taken and shall become a part of the permanent record of
the Recording Secretary. The Recording Secretary will report on the action taken at
the next meeting of the appropriate body.

G. To issue a Call for the annual VFRW Convention at least forty-five (45) days prior to the
Convention

H. To prepare a program of action after consultation with the chairmen of standing committees
for presentation to the Executive Committee and for approval by the Board of Directors

I. To prepare a biennial budget with the assistance of the Treasurer and the Finance Committee
and present it to the Executive Committee for approval and recommendation to the Board of
Directors
J. To appoint a Parliamentarian

K. To be an ex-officio member of all committees except the Nominating Committee

L. To sign checks when necessary

M. To obtain the names of all local club presidents, their addresses, zip codes-plus four, phone
and fax numbers, and when authorized, email addresses, and the number and names of
primary members in each local club whose dues are paid at least thirty (30) days preceding
the VFRW Convention

N. To certify to the NFRW the names of all local clubs, local club presidents with their addresses,
zip codes-plus four, phone and fax numbers, and when authorized, email addresses, and
number of primary members in each local club whose dues have been paid and mailed to the
NFRW at least ninety (90) days preceding the NFRW Biennial Convention.

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Section 5. DUTIES OF THE VICE PRESIDENTS

A. The First Vice President shall serve as Program Chairman for her term of office and for the
annual VFRW Convention.

B. The Second Vice President shall serve as Membership Chairman, assist District
Representatives in the formation of new local clubs, interface with the Treasurer to
manage membership on the electronic database for her term of office, and serve as ex-
officio member of the Credentials Committee for the annual VFRW convention; and
provide membership information when required by the VFRW or the NFRW as prescribed
by these organizations.

Section 6. DUTIES OF THE RECORDING SECRETARY

A. To keep the minutes of all meetings of the VFRW, the Board of Directors, the Executive
Committee, the VFRW convention and to serve as ex-officio on the committee to approve
minutes of the annual convention.

B. To make the minutes of meetings of the Board of Directors and the Executive Committee
available to the President and Corresponding Secretary within ten (10) calendar days
following the meeting.

C. To perform such other duties as may be assigned to her by the President.

Section 7. DUTIES OF THE CORRESPONDING SECRETARY

A. To conduct the correspondence of the VFRW

B. To distribute the minutes of meetings of the Board of Directors and the Executive
Committee to members of the Executive Committee within fourteen (14) days following
the meeting
C. To distribute the minutes of the meetings of the Board of Directors to the Board of
Directors and local club presidents in the next Call

D. To maintain and distribute to the officers, Board of Directors and local club presidents an
up-to-date roster and changes thereto with the names, addresses, zip codes-plus four,
phone and fax numbers and when authorized, email addresses of the officers, Executive
Committee, Board of Directors and local club presidents.

Section 8. DUTIES OF THE TREASURER

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A. To keep accurate and detailed financial records, to be custodian of all funds of this
organization, and to have general supervision of all expenditures to ensure that
expenditures are within approved budget

B. To disburse funds as directed by the Executive Committee and Board of Directors

C. To send reminder notices to local clubs of dues per capita and service charge payable

D. To assist the President and Finance Committee in the preparation of the biennial budget
and to serve as an ex-officio member of the Finance Committee

E. To serve as ex-officio member of the Credentials Committee for the annual VFRW
Convention

F. To keep an up-to-date record of all dues and service charges received from local clubs

G. To receive complete membership lists from local clubs, along with dues payments, and to
place such lists under irrevocable trust for the exclusive use of the Virginia and National
Federations as authorized by the Board of Directors for Federation communications.
Membership lists will be forwarded to the VFRW Second Vice President, who shall be
under the same constraints regarding use of the lists. Membership counts and money
will be balanced and provided as required with payment of dues and service charge to
the NFRW as prescribed by that organization

H. To remit dues per capita and local club service charges to the Treasurer of the NFRW
within the time limits prescribed by the NFRW

I. To provide written reports of receipts and disbursements for all meetings and as directed
by the President

J. To provide an annual Treasurer’s written report of receipts and disbursements at the

meeting of the Board of Directors following the end of the fiscal year (January 1 through
December 31)

K. To submit books and financial records for review each year to a special committee
appointed by the President and for professional review by or before the end of her term

L. To receive the full and detailed accounting of any contracted event within sixty (60) days
following the close of the event

M. To preserve the Contingency Fund intact. This fund will be maintained at no less than the
total amount of the current yearly budget. It protects the financial capabilities of the
VFRW.

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Section 9. VACANCIES

A vacancy in the office of the President shall be filled by the First Vice President. A vacancy in the office
of the First Vice President shall be filled by the Second Vice President. Any other vacancy in an elective
office shall be filled by the Board of Directors at the next meeting following the vacancy. If such vacancy
occurs, written notice shall be given to the members of the Board of Directors not less than seven (7)
days prior to such meeting.

Section 10. REPORTS AND RECORDS

Officers and committee chairmen shall furnish the President with an annual written report. Board
members shall deliver all records, files and properties of the VFRW to their successors or the President
within five (5) working days after retiring from office.

ARTICLE VII
DISTRICT REPRESENTATIVES AND THEIR DUTIES

Section 1. ELIGIBILITY

A District Representative shall:

A. Be a primary member in good standing in a local club in the district she represents

B. Have served as President in a local club for at least one (1) term

C. Reside in the Congressional District that she represents. However, for a club whose
members reside in more than one (1) Congressional District, the candidate herself need
not reside in the district but shall be a primary member in good standing in a local club in
that Congressional District. Where practicable, the office of District Representative will
alternate between the various local clubs within the District.

Section 2. FILING FOR OFFICE OF DISTRICT REPRESENTATIVE

A candidate for the office of District Representative shall advise the incumbent District Representative,
in writing, of her intent to run for that office, along with a letter from her local club endorsing her
candidacy, four (4) weeks prior to the election.

Section 3. ELECTION
A. The incumbent District Representative shall issue the Call to Presidents of local clubs in
her district for election of a District Representative at least twelve (12) weeks prior to the
date of the VFRW Convention in even-numbered years. The meeting to elect the District

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 Representative must be held not less than two (2) weeks nor more than four (4) weeks
prior to the VFRW Convention.

B. Voting
1. Each local club with seventy-five (75) primary members or less is allowed one (1)
vote. Local clubs with more than seventy-five (75) primary members may have
one (1) additional vote. In case of a tie vote, the incumbent District Representative
shall be allowed to vote.

2. Only Presidents of local clubs, or their proxies, may vote. There shall be no
absentee voting. Local club Presidents shall not be bound by an advisory vote, if
any, within their local clubs.

Section 4. TERM
A District Representative shall take office at the close of the VFRW Convention in even-numbered years
and shall serve for a term of two (2) years or until a successor is elected or appointed. No District
Representative shall serve for more than two (2) consecutive terms.

Section 5. DUTIES

A. To represent the Federation as a voting member of the Republican Congressional District

Committee in accordance with the Republican Party Plan of Virginia

B. To attend all meetings of the VFRW Board of Directors, or to be represented by proxy if

unable to attend. The holder of a proxy for a District Representative may be a non-voting
Board member.

C. To serve as liaison between the local clubs in her district, and:

1. the VFRW President, and

2. official Republican Party organizations (district, county or city) of the geographical

area she represents.

D. To represent the Federation in her district at all times or to designate someone as

representative in her absence or inability to do so

E. To work with all local clubs to assist in the timely submission of reports and other
information as requested; to create unity; to coordinate activities between the local clubs,
and, and to encourage inter-local club activities. Upon taking office, each District
Representative shall be a gratis associate member of all clubs in her congressional district

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 during her term of office, with the exception of her primary club, where she will remain a
primary member.

F. To issue the written Call to Presidents in her district for election of a District
Representative

G. To have at least two (2) meetings of local club Presidents in her district during any one (1)
calendar year and to furnish minutes (if any) of the meetings to the VFRW President

H. To assist the Second Vice President in the formation of new local clubs in her district

I. To organize a district club (optional) consisting of all local clubs within the district, with
bylaws and elected officers, such organization to be approved by the Executive
Committee of the VFRW

1. Bylaws for district clubs must be submitted to all local clubs within the district and
then to the President and Executive Committee of the VFRW for approval

2. District club organizations may provide for a treasury to cover administrative

expenses of the District Representatives

3. A district club must include the District Representative as Chairman, and for
officers and a Board of Directors as specified in their bylaws.

Section 6. VACANCIES

A vacancy caused by resignation or removal for non-attendance at meetings of the Board of Directors
(see Article IX, Section 1(e)) shall be filled by election, by the local club presidents in that district, at a
meeting called by the vacating District Representative or the VFRW President within forty-five (45) days
following the vacancy. Notice of such vacancy shall be given to all local club presidents with the Call for
the meeting.

Section 7. APPOINTMENT OF ACTING DISTRICT REPRESENTATIVE

A. In Congressional Districts with Local Clubs:

An Acting District Representative may be appointed by the VFRW President with the
approval of the Board of Directors. She shall serve until the local clubs in the district can
meet and elect a District Representative as set forth in Article VII, Section 3 (a), of these
bylaws.

B. In Congressional Districts without at least one (1) Local Club:

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 An Acting District Representative shall be appointed by the President with the approval
of the Board of Directors. The Acting District Representative shall assist in the formation
of local clubs in her area. She shall be a non-voting member of the Board of Directors.

ARTICLE VIII
REPRESENTATIVES TO STATE CENTRAL COMMITTEE
AND THEIR DUTIES

Section 1. ELIGIBILITY

A. The two (2) elected Federation representatives to the State Central Committee shall be
primary members in good standing in local clubs.

B. Representatives to the State Central Committee shall have served at least one (1) year as a
voting member of the VFRW Board of Directors and shall have served one (1) term as a local
club president.

Section 2. ELECTION
Two (2) eligible members of the VFRW shall be elected at the VFRW Convention in odd-numbered years
as prescribed in Article XIII to represent the Federation as voting members of the State Central
Committee, Republican Party of Virginia, in accordance with the Republican Party Plan of Virginia.

Section 3. TERM
The term of office shall be two (2) years or until successors are elected. Representatives shall not serve
for more than two (2) consecutive terms.

Section 4. DUTIES
A. To attend all meetings of the State Central Committee, or be represented by proxy if unable
to attend
B. To report regularly to the Board of Directors of the VFRW.

ARTICLE IX
BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1. BOARD OF DIRECTORS

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 A. Voting Body: The voting body of the Board of Directors shall be all members of the Executive
Committee, the Past Presidents of the VFRW, the two (2) elected representatives to the State
Central Committee, the elected District Representatives from each of the Congressional Districts
where there is at least one (1) local club, the chairmen of all standing committees (see Article X)
and the presidents of every VFRW local club. A proxy for a club president shall be a primary
member in good standing from her own club. There shall be no proxy for Past Presidents of the
VFRW.

B. Non-voting Body: The non-voting members of the Board of Directors shall include the chairmen
of special committees, the Chaplain, Parliamentarian, and any other appointees

C. Proxy Voting – Voting Body (except VFRW Past Presidents – see Article IX, Section 1 (a)):

D. No individual may cast more than one (1) vote.

E. A proxy shall be in writing, or by electronic transmission signed by the maker of the proxy.

F. A proxy for a club president shall be given only to a primary member in good standing of her own
club. A proxy for all other voting members shall be given only to a non-voting member of the
Board of Directors. District Representatives should refer to Article VII, Section 5 (b).

G. Proxy Representation – Non-Voting Body A proxy shall be in writing or by electronic transmission,

signed by the maker of the proxy.

H. Attendance of the Meeting of the Board of Directors, or representation by proxy, is obligatory. If

a member misses three (3) consecutive Board meetings without proxy, she may be removed by
a two-thirds (2/3) vote of the Board present and voting. However, if such absence involves a
District Representative, the President of the VFRW shall remove her from the Board. Due notice
shall be sent electronically to all local clubs in the district, notifying them of the proposed
removal. The Board of Directors shall meet a minimum of two (2) times each fiscal year.

I. In the event a properly called board meeting has to be cancelled due to circumstances beyond
the control of VFRW, then it shall be acceptable to hold said board meeting by conference call,
skype or approved electronic means with seven (7) days-notice being given to the members of
the Board of Directors. This section does not apply to a meeting required by these bylaws that
has not already been called.

Section 2. DUTIES OF THE BOARD OF DIRECTORS

The duties of the Board of Directors shall be:

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A. To be the governing body of the Virginia Federation between VFRW Conventions

B. To elect in even-numbered years, at the second Board of Directors meeting following the VFRW
Convention, three (3) Members-at-Large as voting Members of the Executive Committee and
voting board members to serve concurrently with the Officers elected at the Convention held in
even-numbered years

C. To approve the program of action as presented to the Board by the President

D. To select sites and set the dates for VFRW Conventions

E. To approve the official program and order of business of VFRW Conventions

F. To adopt and revise, if needed, the biennial budget

G. To have complete jurisdiction over local club membership including applications, removals and
reinstatements

H. To approve questions submitted by mail or electronic transmission as specified in Article VI,

Section 4 (f)

I. To remove from office, by two-thirds (2/3) vote, any local club, VFRW officer, standing committee
chairman, VFRW appointee, local club president or district representative who works against the
Virginia or National Federations, their policies or purposes. The charges in writing must be signed
by not less than one-third (1/3) of the members of the Board of Directors and must allow such
person or the local club thirty (30) days within which to appear and defend herself or the local
club

J. To elect a Nominating Committee in odd-numbered years.

K. To fill a vacancy in an elective office by election at the next meeting of the Board following the
vacancy. Notice of such vacancy shall be given to the Board members with the Call to the meeting
(See also Article VI, Section 9)

L. To elect the maximum possible number of delegates-at-large and alternate delegates-at-large to

represent the Virginia Federation at a NFRW Biennial Convention, not less than six (6) weeks prior
to the date of such convention. Such delegates-at-large and alternate delegates-at-large shall be
primary members in good standing of a local club

M. To approve or deny over-budget items, as presented by the Executive Committee.

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Section 3. QUORUM FOR MEETINGS OF BOARD OF DIRECTORS

Twenty-three (23) members, of whom three (3) shall be members of Executive Committee, seven (7)
Presidents of local clubs, three (3) District Representatives, and two (2) appointed Voting Board
members shall constitute a quorum for all meetings of the Board of Directors.

Section 4. EXECUTIVE COMMITTEE

The voting members of the VFRW Executive Committee shall consist of the elected officers, the three
(3) elected members-at-large and the immediate past president.

Section 5. DUTIES OF THE EXECUTIVE COMMITTEE

A. To supervise the business of the VFRW between meetings of the Board of Directors with
only such authority as shall be delegated to it by these bylaws or by a two-thirds (2/3)
vote of the Board

B. To approve the biennial budget and recommend it for adoption to the Board of Directors

C. To approve the disbursement of funds for unbudgeted items only up to $200.00 on an

individual item
D. To approve questions submitted by mail as specified in Article V, Section 4 (f).

E. To approve over-budget items and recommend for adoption to the Board of Directors.

Section 6. MEETINGS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall meet at the Call of the President or upon written request of six members
of the Executive Committee.

Section 7. PROXY VOTING

Members of the Executive Committee shall be represented by proxy only by Voting members of the
Board of the VFRW Board of Directors and subject to Article IX, Section 1 (c).

Section 8. QUORUM
Six (6) members shall constitute a quorum for all meetings of the Executive Committee.

Section 9. TELEPHONIC MEETINGS

Members of VFRW or any committee thereof may participate in a meeting thereof by means of
conference telephone, web conference or similar means of communications by which all persons
participating in the meeting can hear or read each other or her comments and participation in a meeting
pursuant to the bylaws shall constitute presence in person at such a meeting

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 ARTICLE X
STANDING AND SPECIAL COMMITTEES

Section 1. STANDING COMMITTEES; There shall be the following standing committees: Bylaws,
Campaign Activities, Communications, Finance, History, National Legislation, Sergeant-
at-Arms, State Legislation, and Public Relations. These Committees shall prepare
programs of action in their respective areas for ratification by the President and Board
of Directors.

Section 2. SPECIAL COMMITTEES: Special Committees, except the Nominating Committee, shall
be appointed by the President.

Section 3. COMMITTEE CHAIRMEN

A. The First Vice President shall serve as Program Chairman and the Second Vice President
as Membership Chairman.

B. The Chairman of standing committees shall be appointed by the President with the
approval of the VFRW officers and immediate Past President.

C. The Chairmen of special committees, except the Nominating Committee, shall be

appointed by the President.

Section 4. REPORTS AND RECORDS

A. Chairmen of standing committees shall furnish the President annual written reports.

B. Special committee Chairmen shall furnish the President annual written reports, as
requested.

C. All records, files, and properties of this organization shall be delivered by all committee
chairmen to their successors at the VFRW Convention in even-numbered years and/or
not later than five (5) working days following the new appointments.

ARTICLE XI
NOMINATIONS AND ELECTIONS

Section 1. NOMINATIONS

A. A Nominating Committee, consisting of one (1) primary member residing in each

Congressional District where there is at least one (1) Federated local club, shall be elected by

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 members of the Board of Directors during the VFRW Convention in odd-numbered years. The
members of this committee shall elect a chairman and secretary from their own number. A
member of this committee may be represented by proxy from her same Congressional
District.

B. The Nominating Committee shall recommend only one (1) nominee for each office to be
elected at the Annual VFRW Convention in even-numbered years and two (2) nominees for
State Central Committee to be elected at the annual convention in odd-numbered years. Such
recommendations, along with a candidate’s qualifications packet that must include a short
biography and her club’s endorsement, shall be included in a report submitted electronically
to all members of the Board of Directors and local club presidents at least thirty (30) days
prior to the VFRW Convention.

A member of the VFRW seeking nomination to an elected office shall submit to the
Nominating Committee Chair, electronically and via United States Postal Service, a packet
containing the following documents by December 1, a short biography outlining her
qualifications and experience for the office being sought; an endorsement from her local club
members written by the President and voted on by the club; and a 2” x 2” headshot
photograph.

C. A nominee shall be a primary member in good standing in a VFRW local club.

D. Nominations may be made from the floor of the VFRW Convention following the report of
the Nominating Committee, provided the nominees have given written consent to serve if
elected. Such nominees shall have written endorsement of their local clubs, such
endorsement shall be sent electronically to the Nominating Committee Chair fourteen (14)
days preceding the opening of the Convention, by a delegate from the nominee’s local club.
The nominee’s resume must accompany the local club endorsement.

E. No one shall serve on the Nominating Committee more than two (2) consecutive terms, a
term being two (2) years.

Section 2. ELECTIONS

A. Elections for officers shall be held at the VFRW Convention in even-numbered years and for
two (2) State Central Committee representatives in odd-numbered years.

B. Election shall be by ballot, and a majority vote shall elect; however, where there is only one
(1) candidate for an office, elections may be by voice vote.

C. An Election Committee of eleven (11) primary members, one (1) from each Congressional
District, shall be appointed by the President prior to the VFRW Convention. This Committee
shall provide all election materials and shall act as tellers for elections at that Convention.

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 D. The Chairman of the Credentials Committee shall furnish to the Chairman of the Elections
Committee before the time of voting, a list of local clubs, and the names of all delegates
registered as present and entitled to vote.

E. There shall be no write-in votes.

F. Polls shall be opened during such hours as shall be determined by the Elections Committee.

ARTICLE XII
DUES AND SERVICE CHARGE

Section 1. DUES
Current dues per capita shall be remitted to the VFRW Treasurer, as received throughout the year, with
a list in duplicate of the names, addresses, zip codes-plus four, phone, and fax numbers, and when
authorized, email addresses of the primary members for whom dues are being paid.

Section 2. SERVICE CHARGE

Each local club shall pay a service charge prior to February 1 of the calendar year according to
the Standing Rules for which it will receive all mailings and other services of the VFRW and NFRW.

Section 3. PAYMENT OF DUES AND SERVICE CHARGE Dues and service charge for the local
clubs are paid by the VFRW from dues and service charges received from local clubs.

VFRW: Dues per capita and the local club service charge shall be payable January 1 (the beginning of the
fiscal year) and must be paid no later than thirty (30) days prior to the VFRW Convention for a local club
to be in good standing and to be allocated delegate strength for the local club for the Convention.

ARTICLE XIII
CONVENTIONS

Section 1. VFRW CONVENTION – Time, Place and Purpose

A. A Convention shall be held annually in April or May at a time and place determined by the
Board of Directors.

B. A call to the Convention shall be mailed or sent electronically to the VFRW Board of
Directors and to each local club president at least forty-five (45) days prior to the date of
the convention.

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 C. The Convention will be convened on the first day for which the Call has been issued and
shall be for the purpose of receiving annual reports and any other business that may
properly come before this organization and shall include.

1. An agenda to be distributed to all delegates prior to the opening business meeting

2. Election of officers shall be held in even-numbered years. and election of
representatives to the State Central Committee in odd-numbered years. Elections
shall be held in the final business meeting.

Section 2. ELIGIBILITY

A. A local club must be in good standing to be eligible for representation. A continuing local
club shall have paid the previous and current year’s dues and service charge. A local club
delegate representation shall be based on the current dues per capita received by the
VFRW Treasurer no later than thirty (30) days before the Convention.

B. A new local club must be in good standing and have been approved for membership no
later than December 31 preceding the Convention to be eligible for representation.

Section 3. REPRESENTATION

A. The voting body of the Convention shall be:

1. Three (3) delegates from each local club for the first ten (10) primary members
plus one (1) delegate for every additional twenty (20) primary members or major
fraction thereof (associate and honorary members do not count for the purpose
of determining the number of delegates)

2. Voting members of the Board of Directors. There shall be no proxy or alternate

for a member of the Board at Convention.

B. A local club is entitled to one (1) alternate for each elected delegate.

C. Delegates and alternates shall be elected at a regular meeting or special meeting of a local
club not less than three (3) weeks prior to the Convention. The local club president shall
send the names, addresses, and zip codes-plus four of the delegates and alternates to the
VFRW President, Treasurer, Credentials Chair, and Convention Chair no later than ten (10)
days prior to the Convention on credential forms furnished for that purpose.

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Section 4. VOTING
The convention shall be open to all members of the VFRW and visitors but only accredited delegates
shall be entitled to vote, offer motions and debate. Each delegate is entitled to one (1) vote. There
shall be no proxy voting or full vote representation.

Section 5. QUORUM
A majority of the delegates attending and credentialed at the shall constitute a quorum.

Section 6. VFRW CONVENTION REPORTS AND RECORDS

Reports and all records of each VFRW Convention shall be delivered within sixty (60) days following the
Convention to the President of the VFRW, the Recording Secretary, the Board of Directors, and the
Convention Chairman of the next VFRW Convention.

Section 7. NFRW BIENNIAL CONVENTION

Representation shall be as indicated herein and as prescribed in Article IX of NFRW Bylaws (see also
VFRW Bylaws Article IX, Section 2 (A)).

A. A continuing local club shall have paid the dues and service charge for all previous and
current years; and delegate representation shall be based on the current dues received
at NFRW headquarters postmarked no later than ninety (90) days before the Convention.
B. New local clubs must be in good standing for at least six (6) months prior to the
Convention to be eligible for representation.

C. Local clubs are entitled to one (1) delegate and one (1) alternate to be elected by the local
club so that certification can be made to the Presidents of both the VFRW and NFRW on
credentials forms furnished by the NFRW, by certified mail no later than thirty (30) days
before the Biennial Convention. Emergency changes must be in writing or by electronic
transmission to the NFRW President. Mail must be postmarked, and electronic
transmissions sent no later than ten (10) days prior to the Convention.

D. One (1) delegate from each VFRW local club and one (1) alternate for each elected
delegate.

E. The VFRW is entitled to five (5) delegates-at-large, and one (1) additional delegate-at-
large for each five hundred (500) members or major fraction thereof.

F. The VFRW President who shall have no alternate.

G. Delegate representation is based upon the payment of current dues and service charge
to the NFRW and shall be postmarked at least ninety (90) days before the Convention.

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 ARTICLE XIV
PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order Newly Revised and NFRW Bylaws shall govern the VFRW
in all cases in which they are applicable and in which they are not inconsistent with these bylaws and
any special rules the VFRW Board of Directors or Annual Convention Delegates may adopt.

ARTICLE XV
AMENDMENTS

Section 1.
These Bylaws may be amended by a two-thirds (2/3) vote of the delegates at any VFRW Convention,
provided notice of the proposed amendment(s) has been submitted electronically or in writing to all
members of the Board of Directors and to all presidents of local clubs at least forty-five (45) days prior
to the VFRW Convention at which they are to be voted upon. Such amendments shall become effective
immediately upon adoption.

The VFRW bylaws committee shall present proposed bylaws and standing rules amendments
electronically to the Executive Committee only for review in advance of Convention, as the Executive
Committee has no delegated powers to amend proposals submitted to them by the Bylaws Committee.

Section 2.
If any amendment to NFRW Bylaws makes a corresponding amendment to these Bylaws necessary or
causes them to be in conflict with the NFRW Bylaws, these Bylaws shall be amended automatically
according to amendments adopted by vote of the national body. Such changes shall be ratified at the
next VFRW Convention.

ARTICLE XVI
DISSOLUTION

VFRW: In the event of the dissolution of the VFRW, all funds and records shall be submitted to the NFRW
within thirty (30) days of such dissolution and after all obligations have been met.

Local Clubs: In the event of the dissolution of any VFRW local club, all assets, funds, and records of that
local club shall revert to the VFRW, after all obligations have been met. None of the assets will be
distributed to any member or officer. Such transfer shall be completed within thirty (30) days of the
formal discussion.

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 VFRW STANDING RULES

1. Dues

A. Annual VFRW dues for a local club primary member shall be computed at $24.00 per
capita for the full membership (does not include associate membership), and the VFRW
is to be paid a required service charge of $30.00 per local club (which is split evenly
between the VFRW and NFRW organizations).

In addition to the $24.00 membership fee, there is also a recommended $2.00 annual
voluntary contribution to the VFRW Women’s Candidate Fund per primary member.

B. NFRW: The VFRW Treasurer shall remit the following annually and/or as received from
continuing and new local clubs to the NFRW Treasurer

(1) A service charge of $15.00 for each local club

(2) Dues of $20.00 per capita for each local club primary member.

2. Where Republican Committee Party Plans provide for representation from local Federated
Republican Women’s Clubs, those clubs shall be represented on the Republican Committee by:

A. the District Representative if she resides within the District

B. the Local Club President where there is only one (1) local club

C. all Local Club Presidents if the club Party plan permits or

D. a representative elected from all the local clubs within the club’s jurisdiction, method to
be determined by the local clubs by a majority vote.

3. The VFRW President must have received a complete application package from any group seeking
status as an authorized federated club at least thirty (30) days prior to a scheduled vote that may
be conducted in person at a Board of Directors meeting or by mail or electronic transmission as
provided in Article V Membership, Section 5 Application for New Local Clubs, Paragraph D.

The Virginia Federation of Republican Women is committed to acceptance and inclusion of all
communities in its engagement of Board and staff and in its development of programs and
services. Diversity contributes to a healthy, connected, and responsive organization. Any
infraction of this standing rule will be referred to Section 61 Disciplinary Procedures, Roberts
Rules of Order, Newly Revised.

Page 29 of 36
 STANDING RULES (continued)

4. VFRW Position Qualifications:

The skills, applications, and programs referenced in this Standing Rule are currently being used
or will be in the future. The knowledge of technology and the required skills needed will be
essential to effectively meet the growing demands of a professional organization moving
forward. Officer positions are not committees but individual leadership positions that require
the skill, adaptability, and a demonstrated willingness to learn.
USER IDs and Passwords must stay strictly within the Executive Committee.

President
• Have knowledge of or be familiar with all skills required of all other officers
• Be proficient in general word processing and email communications
• Demonstrate proven skills in fundraising
• Have ability to travel
• Have ability to unite Federation members and increase membership
• Maintain critical alliances (NFRW, CRs, YRs, RPV, and local clubs).

1st Vice President Programs

• Be proficient in general word processing and email communications
• Have ability to construct and formulate programs with constant attention to detail
• Have ability to work closely with the President on all matters, especially planning.

2nd Vice President Membership

• Be proficient in general word processing, spreadsheet applications, and email
communications
• Be proficient in computer skills that exhibit a proven ability to teach club presidents and
treasurers to efficiently use the programs in place and the knowledge to recommend
new programs and applications when necessary
• Demonstrate the skills and ability to work with large databases
• Have the ability to work cooperatively and closely with the VFRW Treasurer and all
members of the Federation.

Recording Secretary
• Be proficient in general word processing and email communications
• Have ability or skill in taking notes in meetings that report a brief overview of the meeting
details
• Have ability or skills needed to be responsible for input in all social media (i.e., Facebook,
Twitter, Instagram)
• Have ability to respond quickly to detail and to circulate minutes in a timely manner.

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 STANDING RULES (continued)

Corresponding Secretary
• Be proficient in general word processing and email communications
• Have familiarity with Constant Contact or be willing to learn
• Have ability or skills needed to compile and maintain the organization’s email database
• Have proven skills to show attention to detail in proofreading and editing.

Treasurer
• Be proficient in general word processing, spreadsheet applications and email
communications
• Have a working knowledge of QuickBooks
• Have an accounting background or have served a full term as a local club treasurer
• Have demonstrated ability to execute extreme confidentiality
• Have ability to work with 2nd VP to compile membership info for the NFRW database in a
timely manner.

6. MERGER OF VFRW CLUBS

Section 1. Merger
A Club may merge with another Club if they are geographically contiguous or are in whole or in part in
the same Congressional District. The merger will be considered complete after all sections described
herein have been implemented or Officially adopted by the involved parties.

A. Definition of Terms:

1. “Merging Club” is the Club that votes to merge and transfer its legacy. “Accepting Club” is the
Club that votes to accept the merging Club and will incorporate the merging Clubs’ legacy into its
structure.

Section 2. Merger Submission

1. Informing the Membership: Both Club Presidents shall inform their membership electronically
of the intent to merge no less than thirty (30) days prior to the joint submission of a letter of
intent to the VFRW President and VFRW Second Vice President Membership. The respective
District Representative shall be copied on each letter to the Club membership by each Club
President.

2. Letter of Intent- The merging Club President and the accepting Club President shall electronically
submit a joint letter of intent to the VFRW President with a copy to their respective District
Representative.

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 VFRW Standing Rules (Continued)

Section 3. Merger of leadership

1. The leadership of the accepting Club shall remain intact until the next regular election cycle,
and all primary and associate members of the merging Club shall become primary and/or
associate members of the accepting Club. Officers and Chairmen and others who have assumed
responsibilities of leadership in the merging Club shall cease to function once the VFRW Second
Vice President for Membership has assigned them to the Club of their choice (as directed by
the VFRW President).

Section 4. Merger Voting

1. A special meeting of both Clubs, called by their respective Presidents for this specific purpose,
shall take place on the same date, and at the same location and time. The meeting shall take
place no later than the twenty-first (21st) day after the joint letter of intent has been submitted
to the VFRW President.

2. At the meeting, the merging Club shall vote to merge into the accepting Club by a majority of
primary members in attendance.

3. The accepting Club shall vote to accept the merging Club by a majority of primary members in
attendance.

4. The Clubs shall also vote to retain the name of the accepting Club or adopt a mutually agreed
upon Club name. One or both Clubs may file a “Club Name Change Application”, issued by
NFRW and submit it through the appropriate VFRW Channels.

5. A final single vote will be taken to ratify the merger and confirm the name of the newly merged
Club. Such a vote shall require a majority of primary members in attendance.

6. Members of the merging Club who do not wish to become members of the accepting Club
may transfer their membership to a VFRW Club of their choice or become “at-large” members
of the VFRW (VAMs), should they so choose and if they are eligible to do so.

7. The President of the accepting Club shall notify the VFRW President, VFRW Second Vice
President Membership, and respective District Representative(s) of the results of the merger
no later than twenty-four (24) hours after the final vote has taken place. This notification shall
take place either by telephone or electronically (verbally or in writing).

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 VFRW Standing Rules (Continued)

Section 5. Assets
Merger of Assets: The membership list, physical assets, property, historical information, payment
records, and treasury (including bank statements) of the merging Club shall be transferred to the
accepting Club after all voting has been completed. The VFRW President, VFRW Second Vice President
for Membership, VFRW Treasurer, and the respective VFRW District Representative(s) shall be notified
by the President, Second Vice President for Membership and Treasurer of the accepting Club of the
successful transfer of all assets no later than thirty (30) days following the final vote.

1. In the event a Club decides to merge with another club within the Federation, its President shall notify
the VFRW President and Second Vice President Membership in writing at least thirty (30) days before a
vote to dissolve/merge with another Club. The Club must include the date and location where the vote
will be held. Also, thirty (30) days before the vote, the Club must supply the minutes of the two (2)
previous meetings and the Treasurer’s reports (including the two most recent bank statements) to the
VFRW President. If the Club votes to merge, it must complete the procedure outlined in these Standing
Rules. The right to use of the name of any dissolved local Club shall revert to the VFRW.

2. Checking Account: If necessary, a new checking account will be opened under the newly agreed
upon Club name, following the formation of an agreed-upon financial record
evaluation/assessment/review committee (comprised of the two (2) involved Club Presidents, both
Club Treasurers, and the appropriate VFRW District Representative(s)) that will ensure financial
records have been/are adequately and accurately maintained.

3. Assignation: Upon notification, the VFRW Second Vice President for Membership shall assign
primary members of the merging Club to the accepting Club, another VFRW Club of their choice,
or assign VFRW at-large (VAM) status.

Section 6. Explanation of Timeline

1. The timeline for Club mergers is triggered by the notice of a special meeting, announcing the intent
to merge, sent to the membership of two (2) VFRW Clubs by their Club Presidents.

2. This triggers a thirty (30)-day period. No later than the thirtieth (30th) day, the Club Presidents must
notify the VFRW President and the respective District Representative(s) of their intent to merge.

3. The special meeting of Clubs shall take place no later than the twenty-first (21st) day after the
submission of the letter of intent to merge.

4. The Clubs must vote in favor of merging and must adopt a Club name. The order of voting is as
follows:
1. The merging Club votes first
2. The accepting Club votes second

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 VFRW Standing Rules (Continued)

3. The Clubs vote jointly on a Club name

4. One final ratifying vote confirms the merger with the Club name.

5. No later than thirty (30) days after the voting has taken place, and both Clubs voted to merge, the
Treasurer of the merging Club shall remit the balance of the merging Club’s treasury to the
Treasurer of the accepting Club.

6. No later than ten (10) days after the voting, the Vice President for Membership of the merging Club
shall remit a complete and detailed membership list to the Vice President for Membership of the
accepting Club.

7. All other assets and relevant historical materials and records, as well as property and physical
assets, shall be transferred from the President of the merging Club to the President of the accepting
Club no later than ten (10) days after the voting has taken place.

8. No later than two (2) weeks after the VFRW President was informed of the results of the voting, the
VFRW 2nd Vice President for Membership shall assign primary members of the merging Club to
the accepting Club, a VFRW Club of their choice, or assign VFRW at-large (VAM) status for the
remainder of the applicable calendar year.

9. The merger and the name of the merged Club shall be considered complete no later than two (2)
weeks after the voting has taken place, once approved by the VFRW and NFRW.

Section 7. In implementing this Standing Rule, the merging Club shall not be subject to the requirements
of Article XVI of VFRW Bylaws pertaining to local Clubs.

7. CLUB VOLUNTARY RESIGNATION FROM THE FEDERATION

In the event a Club decides to voluntarily remove itself from the Federation and/or dissolve, its President
shall notify the VFRW President, Second Vice President Membership, and District Representative in
writing at least thirty (30) days before a vote to remove/dissolve the Club. The Club must include the
date and location where the vote will be held. Also, thirty (30) days before the vote to voluntarily resign
from the Federation, the Club must supply the minutes of the two (2) previous meetings and the
Treasurer’s reports (including the two (2) most recent bank statements) to the VFRW President. If the
Club votes to voluntarily resign or dissolve, it must complete the procedure outlined in the
Bylaws/Standing Rules.
A. Upon voluntary resignation or dissolution of a local Club, its assets shall be distributed to the
VFRW within thirty (30) calendar days. None of the Club assets shall be distributed to any
member or officer of the organization.

B. The right to use of the name of a dissolved local Club shall revert to the VFRW.

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 VFRW Standing Rules (Continued)

8. VFRW PROXY FORM

When a proxy is required for Article IX Board of Directors and Executive Committee, Section1 - Board of
Directors: (c) Proxy Voting – Voting Body and (d) Proxy Representation – Non-Voting Body, the proxy
shall be substantially in the following form

PROXY

I, ,
a member of __________________________________ RWC,
holding the office of ______________________________
do hereby constitute and appoint
,
a member of _________________________________ RWC,
holding the office of ______________________________
as my proxy at the Board of Directors Meeting of the VFRW to be held at
,
on , 20 ,
or at any adjourned meeting thereof.

Signed

Date

-------------------------------------------------------------------------------------------------------
Article IX Board of Directors and Executive Committee, Section 1 – BOD; c Proxy Voting – voting Body
(Except Past VFRW Presidents).
1. No individual may cast more than one (1) vote.
2. A proxy shall be in writing, or by electronic transmission signed by the maker of the proxy.
3. A proxy for a club president shall be given only to a member in good standing of her own club.
4. A proxy for District Representatives and all other voting members shall be given only to a non-
voting member of the Board of Directors. (Article VII District Representatives and Their Duties,
Section 5 Duties: (b))

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 VFRW Standing Rules (Continued)

9. These Standing Rules may be amended by a two-thirds (2/3) vote of those present and voting
at a properly called meeting of the VFRW Board of Directors.

Dates of VFRW Bylaws and/or Standing Rules Amendments

Bylaws Amended April 21, 2007

Bylaws Amended April 18, 2008
Bylaws Amended April 21, 2012
Bylaws Amended April 14, 2013
Bylaws Ratified April 6, 2014
Standing Rules Amended April 17, 2015
Standing Rules Amended April 22, 2016
Bylaws Amended April 23, 2016
Bylaws Amended May 06, 2018
Bylaws Amended April 28, 2019
Standing Rules Amended June 01, 2019
Standing Rules Amended June 5, 2020
Bylaws Amended June 6, 2020

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