Log Cabin Republicans of Austin
A nonprofit corporation of Texas
Adopted August 29, 2012
Amended February 6, 2013
Log Cabin Republicans of Austin is organized exclusively to promote the common good and general welfare of the gay, lesbian, bisexual, and transgender (LGBT) community within the Republican Party of the City of Austin.
Log Cabin Republicans of Austin shall be dedicated entirely to the interests of the LGBT community within the Republican Party of the Counties of Travis County, Burnet County, Williamson County, Blanco County, Hays County, Caldwell County, and Bastrop County within the State of Texas. It shall assist in the development and enactment of policies affecting the LGBT community within the Republican Party and municipal, state, and federal governments. Its membership shall advocate and support initiatives, activities, and/or candidates which (i) provide equal rights under law to persons who are LGBT, (ii) promote nondiscrimination against or harassment of persons who are LGBT, and (iii) encourage participation in the Republican Party by LGBT Americans.
NAME AND REGISTRATION
Section 1.01. Name. This corporation shall be known as “Log Cabin Republicans of Austin” (hereinafter the “Corporation”).
Section 1.02. Doing Business Name. The Corporation may also do business as “Log Cabin – Austin.”
Section 1.03. Registered Location. The registered location of the Corporation shall be the City of Austin in the State/Commonwealth of Texas.
Section 1.04. Registered Agent. The registered agent of the Corporation shall be Michael Cargill, residing at 13420 Lyndhurst St #103 in the City of Austin in the State/Commonwealth of Texas, 78729.
RELATIONSHIP TO LCR, INC.
Section 2.01. Chartered Chapter. The Corporation shall be a Chartered Chapter of LCR, Inc. and shall operate in full compliance with the bylaws, policies, and procedures of LCR, Inc. The officers of the Corporation shall take such actions as are necessary to ensure that the Corporation fulfills its obligations as a Chartered Chapter.
Section 2.02. Forfeiture. In the event the Corporation fails to operate in compliance with the bylaws, policies, and procedures of LCR, Inc. and is notified of the revocation of its Charter, it shall forfeit the right to use the name “Log Cabin Republicans” and shall immediately cease and desist from the use of such name.
Section 3.01. Responsibilities. The Corporation shall coordinate all activities in the Counties: Travis County, Burnet County, Williamson County, Blanco County, Hays County, Caldwell County, and Bastrop County (hereinafter “Geographic Area”) in the State/Commonwealth of Texas related to the following responsibilities:
lobbying of local executives and legislators,
communication concerning local executive, legislative, and ballot initiatives,
management of relationship with the County Republican Parties,
management of membership structure, accounting, and database,
increasing membership across the Geographic Area,
assistance to LCR, Inc. in the development of new Chartered Chapters, and
endorsement of candidates for local offices (including both local executives and legislators).
Section 3.02. Endorsement of State/Commonwealth Candidates. Depending on the existence of a Charter State Chapter or other Chartered Chapters within the state/commonwealth, the Corporation shall have the following responsibility related to endorsement of state/commonwealth candidates for executive and legislative office:
In the event a Chartered State Chapter exists, the Corporation shall comply with the bylaws of the Chartered State Chapter;
In the event other Chartered Chapters exist within the state/commonwealth but a Chartered State Chapter does not exist, the Corporation shall have the power (1) to call a meeting with other Chartered Chapters to endorse for statewide office and legislative offices with districts within multiple Chartered Chapters’ Geographic Areas and (2) to make endorsements for legislative offices with districts within the Corporation’s Geographic Area and not within any other Chartered Chapter’s Geographic Area.
In the event neither other Chartered Chapters nor a Chartered State Chapter exist, the Corporation shall make endorsements for all statewide offices and for legislative offices within the Corporation’s Geographic Area.
Section 4.01. Members. Membership shall be based on annual dues payments to the Corporation. Members shall include only natural persons who are Republicans, committed to the mission of the Corporation, and willing to uphold the policies and subscribe to the bylaws of the Corporation.
Section 4.02. Dues Structure and Collection. The Corporation shall determine its membership dues structure and collect its membership dues, of which a portion, determined under the chapter charter, shall be forwarded to Log Cabin Republicans National Office to establish membership in the national organization.
Section 4.03. Termination of Membership. The Board of Directors may, upon reasonable notice to the Member, terminate the membership of any Member for nonpayment of dues. Upon such action by the Board of Directors, the Secretary shall drop the terminated Member from the membership rolls and the terminated Member shall forfeit all rights and privileges of membership. Thereafter, upon receipt by the Treasurer of all delinquent sums, the Secretary may reinstate a terminated Member to the membership rolls, which reinstatement shall not be unreasonably withheld.
Section 4.04. Annual Meeting. The Corporation shall hold an Annual Meeting each year at a time (no later than March) and place (within the Geographic Area) designated by the Board no later than December of the previous year to elect Directors and conduct any such business of the Corporation’s membership. The first Annual Meeting shall be deemed to take place at the time of the adoption of the bylaws and election of Directors. Special Meetings of the Members shall be held whenever called by resolution of the Board of Directors or the Executive Committee, by the President, or by a written demand to the Secretary of at least twenty percent (20%) of the Members eligible to vote. The Secretary, upon receiving such written demand or resolution, shall promptly give notice of such meeting pursuant to Section 4.05, or, if the Secretary fails to do so within five business days thereafter, any member signing such demand may give such notice.
Section 4.05. Notice. The Secretary shall give written notice of the time and place of the Annual Meeting or Special Meeting to each Member entitled to vote at such meeting by first-class mail, postage prepaid, or personal delivery, not less than ten days nor more than fifty days before the date of the meeting, to his or her mailing address furnished to the Corporation for such purpose. Any meeting may be held without notice if all Members entitled to vote are present, or if notice is waived in writing before the meeting by those not present.
Section 4.06. Quorum and Adjournment. At all Annual Meetings and Special Meetings, ten percent (10%) of the Members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Members present may adjourn the meeting from time to time and from place to place until a quorum is obtained. Notice of the new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 4.07. Organization of Meetings. The President shall preside at all meetings of the Members or, in the absence of the President, the Vice President, or, in the absence of both the President and Vice President, the Treasurer. If for any reason no presiding officer is determined by the preceding sentence, an acting chairperson shall be chosen by the Members present. The Secretary shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 4.08. Voting. At any meetings of the Members, each Member present shall be entitled to one (1) vote. Upon demand of any Member, any vote for Directors or upon any question before the meeting shall be by secret ballot. The eligibility for voting rights shall be determined as of ten (10) days before the meeting. Proxy voting is not permitted.
Section 4.09. Inspectors of Election. The Board of Directors in advance of any meeting of the Members may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the presiding officer may, and on the request of any Member entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to executive the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall announce results at the meeting and make a certificate of the result of the vote taken and of such other facts as may be required by law.
Section 4.10. Action by the Members. Except as otherwise provided by statute, the Certificate of Incorporation, or these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Members shall be deemed an authorized action of the Corporation.
BOARD OF DIRECTORS
Section 5.01. Powers and Number. The property, affairs, and activities of the Corporation shall be managed and controlled and its powers exercised by the Board of Directors. The Board of Directors shall have the sole power to endorse candidates or positions in regard to questions submitted to the voters. The Board establishes the policies of the Corporation. Commencing with the Annual Meeting of the Members to be held in 2012, the number of Directors constituting the entire Board shall be no less than five (5) and no more than (9). Each Director shall be at all times, a Member in good standing of the Corporation. If a Director’s membership is terminated pursuant to Section 4.03, such Director’s Board seat will automatically be deemed vacated.
Section 5.02. Election and Term of Office. Commencing with the Annual Meeting of the Members to be held in 2012, the directors shall be divided into two classes, as nearly equal in number as possible as determined by the Board, one class to hold office initially for a term expiring at the Annual Meeting of the Members to be held in 2013, and another class to hold office initially for a term expiring at the Annual Meeting of the Members to be held in 2014, with the Members of each class to hold office until their successors are elected and qualified. At each Annual Meeting of the Members, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the Annual Meeting of the Members held in the second year following the year of their election and, in each case, until their respective successors are elected and qualified. Directors may be elected to any number of consecutive terms. Directors shall be elected by a majority (more than fifty percent) of voting Members present.
Section 5.03. Newly Created Directorships and Vacancies. Newly created directorships and vacancies among the directors for any reason may be filled by vote of a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the end of the term of their class.
Section 5.04. Resignations. Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Corporation or the President. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Director.
Section 5.05. Removal. Any Director may be removed at any time only for cause (e.g., for a breach of obligations owed to the Corporation, illegal conduct, or for any other cause recognized by law) by a majority of the Board of Directors then in office at any special meeting of the Board called for the purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in office.
Section 5.06. Meetings. Meetings of the Board of Directors may be held at any place within or without the Geographic Area as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board of Directors in each year shall be held immediately following the annual Meeting of the Members. Other regular meetings of the Board shall be held not less than four (4) times during the year. Special meetings of the Board shall be held whenever called by a majority of the Board of Directors or the President, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 5.07. Quorum and Voting. Unless a greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute, the Certificate of Incorporation, or these bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting from time to time and from place to place until a quorum is obtained. Proxy voting is not permitted.
Section 5.08. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more of the Directors or members of any committee of the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 5.09. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary) or transmitted to each Director via fax, Internet electronic mail or other electronic means, at least seven (5) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram or cablegram or given personally or by telephone, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice before the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack, or insufficiency of notice to him or her. No notice need be given of any adjourned meeting.
Section 5.10. Compensation. No compensation shall be paid to Directors.
Section 5.11. Conflicts of Interest. In connection with all actions taken by the Board of Directors with respect to any contract or transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, firm, association, organization, or other entity in which one or more of the Directors or Officers of the Corporation are Directors or Officers or have a substantial financial interest, affiliation, or other significant relationship, each interested Director or Officer of the Corporation shall:
(1) disclose to the Board of Directors the material facts as to such Director’s or Officer’s interest in such contract or transaction and as to any such common directorships, offices, or substantial financial interest, affiliation, or other significant relationship, which disclosure shall be duly recorded in the minutes or resolutions relating to such actions, and
(2) abstain from voting on any such contract or transaction.
Interested Directors present at a meeting of the Board of Directors but so abstaining shall be counted in determining the presence of a quorum at such meeting.
Section 5.12. Right of Full Access to Information of the Corporation. The Directors of the Corporation shall have access at such reasonable times and places and upon reasonable notice to such books and records, financial or otherwise, of the Corporation as they may request. Directors may access information of the Corporation solely for purposes which, in their judgment made in good faith, relate to the discharge of their duties as Directors. Directors may not disclose or use any confidential information for their personal benefit or to the detriment of the Corporation.
Section 5.13. Advisory Members; Others Present at Meetings.
(1) The Board may appoint such Advisory Members to the Board as it deems appropriate. The terms of all Advisory Members shall expire at each Annual Meeting of the Members, unless earlier terminated by the Board. Advisory Members shall be entitled to notice of, to attend, and to participate in all meetings of the Board. Advisory Members shall not be entitled to vote.
(2) All dues-paid Members are entitled to attend any meeting of the Board, but are not entitled to notice of, or to participate in, any meeting of the Board.
(3) Any other person may attend a Board meeting at the invitation of the presiding officer.
(4) The provisions of paragraphs (a), (b) and (c) notwithstanding, the Board by a majority vote may invoke “executive session,” during which only duly elected voting members of the Board, or those specifically invited by the Board, are entitled to be present.
Section 6.01. Number and Qualifications. The Officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary and such other officers, if any, including Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board of Directors may from time to time appoint. One person may hold more than one office in the Corporation, except that no one person may hold the offices of (1) President and Secretary nor (2) President and Treasurer. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 6.02. Election and Term of Office. The Officers of the Corporation shall be elected at the Annual Meeting of the Members. The President, Vice President, Treasurer, and Secretary shall be elected from among all the elected Directors at each Annual Meeting. Each Officer, whether elected at the annual meeting or to fill a vacancy or otherwise, shall hold office until close of the election of Officers at the Annual Meeting next held after his or her election or until a successor shall have been elected and shall qualify, or until the death, resignation or removal of such Officer, whichever is earlier.
Section 6.03. Removal. Any Officer or agent may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the entire Board of Directors.
Section 6.04. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.
Section 6.05. President. The President shall preside at all meetings of the Members, of the Board of Directors, and of the Executive Committee. The President shall have general supervision of the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she or his or her designee shall be the sole public spokesperson for the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties usually incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 6.06. Vice President. The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors or the Executive Committee. In the absence or disability of the President, the Vice President shall exercise all of the powers and perform the duties of the President.
Section 6.07. Secretary. The Secretary shall keep the minutes of all meetings of the Members, of the Board of Directors, and of the Executive Committee in books provided for that purpose. He or she shall give or serve, or cause to be given or served, all notices of the Corporation and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. The Secretary shall have and be the custodian of the books, records, and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates, and other documents and records required by law are properly kept and filed.
Section 6.08. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness, and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.
Section 6.09. Duties of Officers May be Delegated. In case of the absence or disability of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such Officer to any other Officer, or to any Director.
Section 7.01. Executive Committee. The President, Vice President, Secretary, and Treasurer of the Corporation shall constitute the Executive Committee of the Board of Directors. The Executive Committee may act on behalf of the Corporation in any matter when the Board of Directors is not is session, except as otherwise provided by law, reporting to the Board of Directors for its ratification of their action at each regular or special meeting called for the purpose. Three Members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by two Members of the Executive Committee.
Section 7.02. Committees of the Board. The Board may, by resolution adopted by a majority of the entire Board, establish and appoint other standing committees. Each committee shall elect its chairperson, subject to the approval of the President, and if any committee fails for any reason to elect a chairperson within a reasonable time, the President may appoint the chairperson of such committee. Each committee so appointed shall consist of at least one Director and other Members and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following:
(1) the filling of vacancies on the Board or on any committee;
(2) the amendment or repeal of the bylaws or the adoption of new bylaws;
(3) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
Section 7.03. Committees of the Corporation. The Board or the Members may create committees of the Corporation. Committees created by the Board shall be appointed by the President with the consent of the Board or by the Board directly. Committees created by the Members shall be elected by the Members, unless the Members authorize the President to appoint said committees with the consent of the Board. Each committee so elected or appointed shall elect its chairperson, subject to the approval of the President, and if any committee fails for any reason to elect a chairperson within a reasonable time, the President may appoint the chairperson of such committee.
Section 7.04. Dissolution and Removal. Any committee established or created pursuant to Sections 7.02 or 7.03 may be dissolved at any time by the body which originally established or created such committee. The composition of any such committee may be altered at any time by the Officer or body which originally appointed the members of such committee. The chairperson of any committee may be removed at any time by such committee, or by the body which originally established such committee, in the exercise of reasonable discretion.
INDEMNIFICATION AND RELATED MATTERS
Section 8.01. Indemnification. To the fullest extent permitted by the laws of Ohio as those laws presently exist or hereafter may be amended, the Corporation shall (a) indemnify any person (including the estate of any person) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement (except judgments, fines, and amounts paid in settlement in connection with an action or suit by or in the right of the Corporation) actually and reasonably incurred by such person in connection with such action, suit, or proceeding and (b) pay expenses incurred by any Director, officer, employee, or agent in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding.
The indemnification provided herein shall not be deemed to be exclusive of any other rights to which persons seeking indemnification may be entitled under any agreement or vote of disinterested Directors, including rights under any insurance policy that may be purchased by the Corporation to the extent permitted by the laws of Ohio as they presently exist or hereafter may be amended.
Section 8.02. Liability to the Corporation. No Director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, except (1) for any breach of the Director’s duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, or (3) for any transaction from which the Director derived an improper personal benefit.
Section 8.03. Insurance. The Corporation may purchase and maintain, to the full extent permitted by the laws of Ohio as they presently exist or hereafter may be amended, insurance on behalf of any Officer, Director, employee, trustee, or agent of the Corporation and any person who is or was serving at the request of the Corporation as an Officer, Director, employee, partner (general or limited), trustee, or agent of another enterprise against any liability asserted against him/her or incurred by him/her in any such capacity or status.
Section 9.01. Calendar Year. The Corporation shall operate on a calendar year unless otherwise determined by the Board.
Section 9.02. Contracts, Checks, Notes, Etc. All contracts and agreements authorized by the Board and all notes, drafts, checks, acceptances, orders for the payment of money, and negotiable instruments obligating the Corporation for the payment of money shall be signed by at least one officer of the Corporation or by such other number of officers or employees as the Board may from time to time direct.
Section 9.03. Deposits. All funds of the Corporation not otherwise employed shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositories as the Board or, if authorized by the Board to do so, the Chair or Treasurer may direct. For the purpose of making such deposit, any checks, drafts, and other orders for the payment of money that are payable to the Corporation may be endorsed , assigned, and delivered by any officer of the Corporation or in such manner as may from time to time be determined by resolution of the Board.
Section 9.04. Loans. No loans shall be contracted for or on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board. Such authority may be general or may be confined to specific instances. No loans shall be made by the Corporation to its Directors or Officers.
Section 9.05. Amendments. The Articles of Incorporation and bylaws may be altered, amended, or repealed and new bylaws may be adopted by the affirmative vote of 2/3 of the entire Board or Members present at the Annual Meeting or another proportion of the Board or Members present at the Annual Meeting as prescribed by law, provided that prior notice has been given to all Directors or Members in accordance with the notice provisions prescribed in Sections 5.09 and 4.05, respectively.
PROHIBITIONS AND LIMITATIONS
Section 10.01. Prohibition Against Sharing in Corporate Earnings.
No part of the earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, Directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
All Directors and officers of the Corporation shall be deemed to have expressly consented and agreed that, upon the dissolution or winding up of the affairs of the Corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of the remaining assets of the Corporation exclusively for the purposes and in the manner set out in the Articles of Incorporation.
Section 10.02. Exempt Activities. In all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, whether voluntary or involuntary or by operation of law:
The Corporation shall not have or exercise any power or authority either expressly or by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any subsequent tax law).
Neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be organized or operated, for objects or purposes other than those set out in the Articles of Incorporation
Adopted February 6, 2013
Section 1.01 Endorsements Log Cabin Republicans of Austin may officially endorse any politician, political candidate, or stance on a particular issue or initiative pursuant to the guidelines below.
Section 1.02 Local Endorsements Log Cabin Republicans of Austin may officially endorse any local (city or county) politician, political candidate, or stance on a particular issue or initiative without consulting other Log Cabin chapters within Texas or Log Cabin National.
Section 1.03 State Endorsements Log Cabin Republicans of Austin may officially endorse any state level politician, political candidate, or stance on a particular issue or initiative after consulting with other Log Cabin chapters within Texas.
Section 1.04 National Endorsements Log Cabin Republicans of Austin may officially endorse any national level politician, political candidate, or stance on a particular issue after consulting with Log Cabin National.
Section 1.05 Reminder Regarding Endorsements of Individuals Log Cabin Republicans of Austin shall only officially endorse Republican candidates or candidates not affiliated with any party. In the event that there is no Republican or non-affiliated candidate, Log Cabin Republicans may make a statement regarding the political race in question but may not make an official endorsement for any candidate in that race.
Section 1.06 Endorsement Process The motion to endorse a politician, candidate, or stance on an issue or initiative may be introduced by any member in good standing or any board member. Once a motion is made, the chapter President will determine which endorsement method (Section 1.07 and Section 1.08) will be utilized on a case by case basis.
Section 1.07 Immediate Endorsement by vote of Board In cases in which time is of the essence or in which it is clear that the politician, candidate, initiative, or issue in question is clearly in alignment with the overall goals and objectives of Log Cabin Republicans (i.e. the candidate or initiative furthers the rights of LGBT individuals, the candidate or initiative has already been endorsed by Log Cabin National or other Log Cabin chapters), the motion for endorsement may immediately go to the board for vote. The motion must receive a 50% plus one majority in order for Log Cabin Republicans of Austin to offer an official endorsement.
Section 1.08 Endorsement by Vote of Board with Feedback from Membership In cases where time is not of the essence or in which it is unclear if the politician, candidate, initiative, or issue in question is in clear alignment with the overall goals and objectives of Log Cabin Republicans, the President and board shall seek out feedback from general membership. This may be done at the next general membership meeting or event, through e-mails, via Survey Monkey, or through a mix of any and all appropriate methods. Regardless of the method, general members will have a total of 14 days to offer their opinions on the politician, candidate, initiative, or issue. After general membership has been polled, the board may vote on the motion for endorsement at the next board meeting, at the next board conference call, or immediately via e-mail or Survey Money. The motion must receive a 50% plus one majority in order for Log Cabin Republicans of Austin to offer an official endorsement.
Section 1.09 Additional Steps for Statewide Individuals and Issues In keeping with Section 1.03, if Log Cabin Republicans of Austin wishes to endorse a statewide politician, candidate, initiative, or issue, they must consult with all other Texas chapters before offering an endorsement on behalf of the state. Therefore, any endorsement must be clearly from Log Cabin Republicans of Austin and not from the statewide organization. For a statewide politician, candidate, initiative, or issue to receive an endorsement from Log Cabin Republicans of Texas, all Texas chapters must have the opportunity to vote on the endorsement, and a majority (50% plus one) of all Texas chapters must vote in favor of endorsement. Log Cabin Republicans of Austin shall not dictate how other chapters conduct their endorsements or vote on endorsements.
Section 1.10 Additional Steps for National Individuals and Issues In keeping with Section 1.04, if Log Cabin Republicans of Austin wishes to endorse a nationwide politician, candidate, initiative, or issue, they must consult with Log Cabin National before offering any official endorsement. For a nationwide politician, candidate, initiative, or issue to receive an endorsement from Log Cabin Republicans as introduced to Log Cabin National by Log Cabin Republicans of Austin, the board for Log Cabin Republicans of Austin must pass the motion of endorsement with a majority (50% plus one) vote. At that time, Log Cabin Republicans of Austin must inform Log Cabin National of their desire to endorse and the Log Cabin National board will then vote on the matter.
Section 1.11 Promoting and Publicizing Local Endorsements Once an endorsement is made, the President of Log Cabin Republicans of Austin may write an official press release regarding the endorsement, including whether or not the endorsement is conditional, why the chapter has decided to endorse, etc. This press release may be promoted to news and media outlets and to membership via the chapter website, facebook page, other social media outlets, and e-mail list. The President may delegate this task at his/her discretion.
Section 1.12 Promoting and Publicizing Other Endorsements Once an endorsement is made at the state or national level, the President of Log Cabin Republicans of Austin will work with other chapter leaders and/or Log Cabin National to determine how, where, and when to promote and publicize the endorsement.