BYLAWS OF THE NORTHERN GRAFTON COUNTY REPUBLICAN COMMITTEE 

(A New Hampshire Political Committee of a Political Party)

Adopted by a vote of the Members on April 11, 2023 and amended June 1, 2023 and August 22, 2023.

ARTICLE I: ORGANIZATION AND PURPOSE

Section 1.01 Purpose. The purposes of the Northern Grafton County Republican Committee (hereinafter called the “NGCRC“) shall be those in accordance with the bylaws of the New Hampshire Republican State Committee (the “State Committee Bylaws“), as amended from time to time. Per the State Committee Bylaws, Article VI: Regional Committees, Regional Committees are formed for the purpose of carrying out State Committee activities and strengthening party unity within County lines. Within these parameters NGCRC will provide education to members and other voters concerning critical political issues affecting New Hampshire, support the recruitment and election of New Hampshire conservative Republican candidates for local, state, and federal offices, and provide input, direction, and support to the same once elected to office.

Section 1.02 Address. The address of the NGCRC in the State of New Hampshire shall be P.O. Box 565, Franconia, NH 03580. The NGCRC may have other addresses and establish offices as the purposes of the NGCRC may require.

ARTICLE II: MEMBERS

Section 2.01 Membership. Membership in the NGCRC shall be open to all persons who support the purposes in Section 1.01 and who meet these conditions: (a) residency in the contiguous towns or cities of northern Grafton County, namely, Bath, Bethlehem, Easton, Franconia, Landaff, Lisbon, Littleton, Lyman, Monroe, Sugar Hill, and any future subdivision thereof; (b) official registration as a Republican; (c) must be current on all membership dues owed; (d) acknowledge the bylaws of the Committee and (d) new members shall complete an NGCRC application, to be reviewed by the Executive Committee, which self
verifies the above conditions are met (the “Members“). Members may be required by the Secretary to verify they meet the above conditions at the time of joining or if any reasonable doubt arises they no longer meet the above conditions. A special exception to membership condition (a) or condition (b) may be considered according to criteria stipulated within Section 2.06.

Section 2.02 Ongoing Requirement. The conditions of membership are an ongoing requirement, if any of the Members does not meet these conditions then their membership is suspended until the conditions are met. 

Section 2.03 Suspension. Members who are suspended are barred from voting under these bylaws and may not hold any officer position until the suspension is lifted.

Section 2.04 Membership Dues. The Executive Committee (see Section 5.01) may establish membership dues, as it deems appropriate. Any membership dues must be equitable and the same for all Members, however dues for all “Associate Members” may be more or less than that of Members. Members are considered current on all membership dues if they are no more than thirty (30) days late on the payment of membership dues.

Section 2.05 “Associate Members.” The NGCRC may refer to persons associated with the NGCRC who support the Purpose in Section 1.01 but otherwise do not meet the Membership conditions in Section 2.01(a) or Section 2.01(b) as “associate members.” Such persons are Members within the meaning of these bylaws however they cannot vote on the following matters: campaign contributions, disciplinary actions, bylaws, or election of officers.

Section 2.06 “Associate Member Conversion to Full Member.” An associate member may apply for a waiver to Section 2.01(a) to be converted to a full Member if the conversion does not result in more than 10% of total Members holding such a waiver and the following conditions have been met:

  1. Associate membership for a minimum of 12 months;
  2. Active participation within the Committee by serving within six or more functions, activities or committees the previous 12 months;
  3. Application is verified as acceptable by the Executive Committee.

An associate member may apply for a waiver to 2.01(b) to be converted to a full Member if the conversion does not result in more than 10% of total NGCRC membership holding such a waiver and the following conditions have been met:

  1. Associate membership for a minimum of 12 months;
  2. Active participation within the Committee by serving within six or more functions, activities or committees the previous 12 months;
  3. A majority vote of full members is secured to accept the associate as a full member if the application is recommended by the Executive Committee.

ARTICLE III: MEETINGS OF THE MEMBERS

Section 3.01 Place of Meetings. All meetings of the Members shall be held at such place, if any, either within the area described in Section 2.01(a), or by means of remote communication, as shall be designated from time to time by resolution of the Executive Committee and stated in the notice of meeting. 

Section 3.02 Minimum Schedule. There must be at least six meetings of the members during a calendar year, on a bimonthly (once every other month) basis.

Section 3.03 Special Meetings. Special meetings of the Members for any purpose or purposes shall be called pursuant to a resolution approved by the Executive Committee. Such meetings may also be called by a written demand to the NGCRC Secretary of at least one quarter (1/4) of the entire Membership. The Secretary upon receiving written demand or resolution shall promptly give notice of such meeting as provided in Section 3.04, or if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 3.04 Notice of Meetings. Notice of the place, if any, date, hour, and means of remote communication, if any, of every Member meeting shall be given by the Secretary not less than ten (10) days before the meeting to every Member entitled to vote at the meeting as of the date of notice. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to Members may be given by mailing the same, addressed to the Member entitled thereto, at such Member’s mailing address as it appears on the records of the NGCRC, and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to Members, any such notice may be given by electronic transmission in accordance with applicable law.

Section 3.05 Adjournment. Any meeting of the Members may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Members may transact any business which might have been transacted at the original meeting. If the adjournment is for more than ten (10) days, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting. 

Section 3.06 Quorum. In accordance with the State Committee Bylaws, at each meeting of the Members, one-fourth (1/4) of the Members of the NGCRC, present in person, shall constitute a quorum. 

Section 3.07 Voting. At any meeting of the Members, each Member present, in person, shall be entitled to one (1) vote. Unless otherwise required by law or the State Committee Bylaws, the election of officers shall be by secret written ballot and shall be decided by a plurality of the votes cast by the Members present in person at the meeting and entitled to vote in the election. Unless otherwise required by law, the State Committee Bylaws, or these bylaws, any matter, other than the election of officers, brought before any meeting of Members shall be decided by the affirmative vote of the majority of the Members present in person at the meeting and entitled to vote on the matter.

Section 3.08  Proxies Prohibited. Each Member entitled to vote at a meeting of Members may not authorize another person or persons to act for such Member by proxy. Any vote cast by proxy is void and without effect.

Section 3.09 Closed Meetings. At the discretion of the Parliamentarian or any member of the Executive Committee in attendance, Member meetings or any portion thereof may be closed to all persons other than Members. No videotaping or recording may be made by any attendee of the meeting without authorization from all persons to be recorded and the Executive Committee.

ARTICLE IV: OFFICERS

Section 4.01 Officers. The officers of the NGCRC are Chairman, Vice-Chairman, Secretary, Treasurer, and Parliamentarian. One person shall not serve as more than one officer at a time. Except as otherwise provided in these bylaws, the Chairman shall preside at all meetings of the Executive Committee and of the Members. 

Section 4.02 Qualification for Officers. Each officer shall be a Member. In accordance with Section 2.03, no member who is suspended may be an officer. Officers who become suspended during their term are deemed to have vacated at the time of their suspension and the vacancy shall be filled under Section 4.06. Any act by a former Officer after the moment of suspension is void and without effect.

Section 4.03 Term. Each officer of the NGCRC shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, suspension, resignation, or removal. 

Section 4.04 Removal. Any officer elected or appointed by the members may be removed WITH CAUSE at a Special meeting called for said purpose by a Majority Vote of a presence of two-thirds (2/3) of the NGCRC with membership being determined by a membership count as of January1, Calendar Year.*

* AMENDED June 1, 2023, previously Section 4.04 read: “Any officer elected or appointed by the Members may be removed by the Members at any time, with or without cause, by the two-thirds (2/3) supermajority vote of the entire NGCRC Membership.”

Section 4.05 Resignations. Any officer of the NGCRC may resign at any time by giving written notice of their resignation to the Chairman or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06 Vacancies. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by the Members, by voting in accordance with Section 3.07 at the next regular or special meeting of the Members.

Section4.07 Chairman. The Chairman shall have general supervision over the business of the NGCRC and other duties incident to the office of Chairman, and any other duties as may be from time to time assigned to the Chairman by the Executive Committee. A non-exhaustive list of the Chairman’s duties include: (a) Ensure the NGCRC is organized and managed in accordance with these bylaws; (b) Shall preside over all Member meetings and Executive Committee meetings; (c) countersign checks and orders for payment as may be required, and sign on behalf of the NGCRC all contracts, agreements, and legal documents as may be necessary; and (d) file an annual activity report with the New Hampshire Republican State Committee as may be necessary.

Section 4.08 Vice Chairman. The Vice Chairman shall in the absence or disability of the Chairman perform the duties and exercise the powers of the Chairman. The Vice Chairman also shall have such other powers and perform such duties as usually pertain to the office or as are properly required by the Executive Committee.

Section 4.09 Secretary. The Secretary shall record and keep the minutes of all meetings of the Members and the Executive Committee, and such other powers and duties as usually pertain to the office or as are properly required of him or her by the Executive Committee. A non-exhaustive list of the Secretary’s duties include: (a) Keep the original or a copy of these bylaws, as amended, in a matter readily accessible to the Members and Executive Committee; (b) Record, certify, and keep, the original or a copy of the minutes of all meetings and resolutions of the Executive Committee, and all meetings and ballots of the Members; (c) Shall give and serve all notices and reports as required by law and these bylaws; (d) Exhibit at all reasonable times the NGCRC bylaws and minutes to any Member or legally required person.

Section 4.10 Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the NGCRC and shall keep full and accurate accounts of all moneys received and paid by the Treasurer on account of the NGCRC, and such other powers and duties as usually pertain to the office or as are properly required of him or her by the Executive Committee. A non-exhaustive list of the Treasurer’s duties include: (a) Have the custody of all the funds and securities of the NGCRC and shall keep and maintain full and accurate accounts of all deposits, disbursements, properties, and business transactions of the NGCRC; (b) Deposit all moneys and other valuable effects in the name and to the credit of the NGCRC in the depositories designated by the Executive Committee and shall disburse the funds of the NGCRC as may be ordered by the Executive Committee or Members; (c) Deliver at all meetings of the Members and upon request of the Executive Committee, a report of all transactions and of the financial condition of the NGCRC; (d) Keep the books of account and records open to inspection at all reasonable times to the Executive Committee or any legally required person.

Section 4.11 Parliamentarian. The Parliamentarian shall aid in the operation of all meetings of the Members and the Executive Committee by directing all participants to adhere to Robert’s Rules of Order, or these bylaws. The Parliamentarian also shall have such other powers and duties as usually pertain to the office or as are properly required of him or her by the Executive Committee. 

Section 4.12 Compensation. No officer or Member of the NGCRC shall receive a salary or other compensation for goods or services rendered to the NGCRC, unless approved by the Members upon recommendation of the Executive Committee.

Section 4.13 Primary Contests. No officer shall participate in any primary contest on behalf of any candidate for a Republican nomination. They shall remain strictly neutral in any such primary contest. Any officer of the NGCRC must resign from office to engage in activities on behalf of a candidate in a primary contest. No leaves of absence shall be granted for that purpose. 

Section 4.14 Election of Officers. The officers of the NGCRC shall be elected biennially (every two years) in May of each odd numbered calendar year by the Members, in accordance with Section 3.07. Notice of election of officers will be given in accordance with Section 3.04. Nominations for all offices may be made by nominating committees provided that nominations may also be made from the floor. In the event there is a vote for more than two candidates for one office, and if no candidate obtains a majority on the first ballot, then a second ballot shall be taken which will be limited to the two candidates having the largest number of votes on the first ballot. A tie shall be decided by a flip of a coin or any other contest which both candidates agree on.

ARTICLE V: EXECUTIVE COMMITTEE

Section 5.01 Composition. The Executive Committee shall consist of the Chairman, Vice Chairman, Secretary, Treasurer, and Parliamentarian (the “Executive Committee”).

Section 5.02 General Powers. The Executive Committee may adopt such rules and procedures, not inconsistent with the State Committee Bylaws, these bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the NGCRC.

Section 5.03 Regular Meetings. The Executive Committee shall hold regular meetings of the Executive Committee at such times and places as may be fixed by the Executive Committee from time to time by resolution or as specified in the notice of the meeting. The Executive Committee shall meet at least once per quarter each year.

Section 5.04 Special Meetings. Special meetings of the Executive Committee may be held at any time upon the call of the Chairman or any two (2) officers, in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof. However, in no event shall more than two (2) special meetings take place in any calendar month except upon the unanimous call of all officers.

Section 5.05 Place of Meetings. All meetings of the Executive Committee shall be held at such place, if any, either within the area described in Section 2.01(a), or by means of remote communication, as shall be designated from time to time by resolution of the Executive Committee and stated in the notice of meeting. 

Section 5.06 Notice of Meetings. Notice of any special or regular meeting of the Executive Committee shall be given to each officer. Notice shall be given to each officer by one of the following methods: (i) First-class mail, with prepaid postage thereon; (ii)Telephone, including a voice messaging system or other system or technology designed to record and communicate messages; (iii)Facsimile transmission, email, or other electronic means, if the officer has consented to accept notices in this manner; or (iv) Personal delivery of oral or written notice, including by courier service. Such notice shall be addressed or delivered to each officer at his or her address or contact information as it appears on the records of the NGCRC. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon.Notice must be given to each officer at least ten (10) days before the time set for the meeting if by first-class mail and at least three (3) days before the time set for the meeting if given personally, by telephone, by facsimile transmission, or by email or other electronic means. Notice shall state the time and place where the meeting is to be held. The notice need not specify the purpose of the meeting unless required elsewhere by these bylaws.

Section 5.07 Quorum and Action of the Executive Committee. The presence of a majority of the current officers shall constitute a quorum for the transaction of business. Any act approved by a majority of the officers present at a duly held meeting at which a quorum is present is the act of the Executive Committee, unless the New Hampshire Law, the State Committee Bylaws, or these bylaws require a greater number. 

Section 5.08 Adjournment of Meeting. A majority of the officers present, whether or not a quorum is present, may adjourn the meeting to another time and place. If a meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time and place shall be given before the adjourned meeting to all of the Executive Committee including each officer not present at the time of the adjournment.

Section 5.09 Transparency. Minutes of all Executive Committee meetings must be made available to the Members no later than ten (10) days after any such meeting. All resolutions of the Executive Committee shall be communicated to the Members by email no later than ten (10) days after such resolution has passed or by announcement at the next Member meeting. The only exceptions to this section will be made according to Section 5.10.

Section 5.10 Closed Discussion. Where a quorum is present, the Executive Committee is permitted to close portions of Executive Committee meetings for the following purposes: (a) to conduct business regarding personnel matters, (b) to consult with legal counsel regarding litigation that is proposed or pending, (c) to develop confidential election strategies, (d) to prepare for business transactions that would be compromised if other parties would be aware of the details of such. Minutes and resolutions from such closed portions of meetings may be sealed by the Executive Committee and may only be divulged to current Executive Committee members, those who were present at the meeting, or as otherwise required by law. If any portion of an Executive Committee meeting is closed and sealed, the minutes and resolutions of the unsealed portions must be made available in accordance with Section 5.09 while any sealed portion will be noted with the phrase  “Closed Discussion” in the minutes.

ARTICLE VI: SUBCOMMITTEES AND APPOINTED DIRECTORS

Section 6.01 Subcommittees. The Executive Committee, by resolution adopted by a majority of all officers, may create one or more subcommittees to serve at the pleasure of the Executive Committee. Each subcommittee will have one Member of the NGCRC appointed by the Executive Committee who will serve as head of the subcommittee (the “Captain”). Besides Captain, appointments to such subcommittees may, but need not, be Members of the NGCRC. The Executive Committee shall appoint and discharge subcommittee members. All actions and recommendations of a subcommittee shall require ratification by the Executive Committee before being given effect.

6.02 Appointed Directors. The Executive Committee may from time to time appoint such directors and other agents as it shall deem necessary, each of whom shall have such authority and perform such duties as the Executive Committee may from time to time determine. To the fullest extent allowed by law and these bylaws, the Executive Committee may delegate to any director or agent any powers possessed by the Executive Committee and may prescribe their respective title, terms of office, authorities, and duties. Such directors and other agents shall serve at the pleasure of the Executive Committee.

ARTICLE VII: GENERAL PROVISIONS

Section 7.01 Fiscal Year. The fiscal year of the NGCRC shall begin on January 1 and end on December 31 of each year.

Section 7.02 Books and Records. Any records administered by or on behalf of the NGCRC in the regular course of its activities, including its books of account and minutes, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The NGCRC shall convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 7.03 Monetary Instruments. All checks, notes, drafts, or other orders for the payment of money of the NGCRC shall be signed, endorsed, or accepted in the name of the NGCRC by such officer, officers, person, or persons as from time to time may be designated by the Executive Committee or by an officer or officers authorized by the bylaws to make such designation.

Section 7.04 Conflict with Applicable Law or State Committee Bylaws. These bylaws are adopted subject to any applicable law and the State Committee Bylaws. Whenever these bylaws may conflict with any applicable law or the State Committee Bylaws, such conflict shall be resolved in favor of such law or the State Committee Bylaws.

Section 7.05 Annual Report. The Executive Committee shall review the NGCRC’s annual report to the New Hampshire Republican State Committee prior to it being filed.

Section 7.06 Audit. Annually the Executive Committee shall appoint an Audit Committee consisting of at least three Members who are not serving on the Executive Committee. Associate Members and those who are not current Members of the NGCRC shall not be eligible to serve, unless there is a vacancy on the Audit Committee unable to be filled by a Member. The task of the Audit Committee is to conduct an audit which shall review the financial business, including assets, of the NGCRC. These audits shall be documented and summarized in a final audit report which must be retained under Section 7.07. The Audit Committee shall submit to the Executive Committee a written list of questions or discrepancies if such exist. The Executive Committee shall respond in writing to such inquiries within four (4) weeks and prior to the writing of the final audit report. If any such inquiries receive no response from the Executive Committee it shall be noted within the audit report. The Audit committee cannot be disbanded nor have their work impeded until the audit report is complete. Upon request, final audit reports may be shown to any Member but may not be copied in any form. The final audit report shall be summarized and presented to the Members at the next regularly scheduled meeting after the audit has been completed. 

Section 7.07 Records Retention and Destruction Policy. All Records (A “Record” is any type of record, file, document, sample, or other form of information created, received, or transmitted in the course of the operations, regardless of physical format) of the NGCRC must be preserved where required by law. Such instances are when Records are relevant to current litigation, potential litigation (that is, a dispute that could result in litigation), government investigation, or audit. Such Records must be preserved and not deleted, disposed of, destroyed, or changed. In addition legal records should be kept permanently. Financial and Organizational Records should be kept for at least seven (7) years but audits, bylaws, current contracts, financial statements, ledgers, minutes, resolutions, and New Hampshire Republican State Committee reports should be kept permanently. 

Section 7.08 Whistleblower Policy. Each Member has the responsibility to report in good faith any concerns about actual or suspected violations of the New Hampshire Republican State Committee policies or any federal, state, or municipal law or regulation governing NGCRC operations (each, a “Concern“). Appropriate subjects to report under this Policy include but are not limited to financial improprieties, accounting or audit matters, ethical violations, or other similar illegal or improper practices, such as: (a) Fraud; (b) Theft; (c) Embezzlement; (d) Bribery or kickbacks; (e) Misuse of the NGCRC’s assets; (f) Undisclosed conflicts of interest; (g) Sexual Harassment. Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates a violation of law and/or ethical standards. Any unfounded allegation that proves to have been made maliciously, recklessly, or knowingly to be false will be viewed as a serious offense and may result in disciplinary action. No Member who in good faith reports a Concern or participates in a review or investigation of a Concern shall be subject to harassment or retaliation because of such report or participation.

Section 7.09 Rules of Order. The meetings of the Members or Executive Committee shall be governed by the current edition of Robert’s Rules of Order, Newly Revised, by General Henry M. Robert, except when there is conflict with these bylaws or duly adopted Policy Rules and Procedures in which case these bylaws or the Policy Rules and Procedures shall control.

Section 7.10 Gender. In these bylaws, the words Chairman and Vice Chairman shall be used without respect to the sex of the holder of the office.

Section 7.11 Acts of God and Force Majeure. In the event of acts of God or force majeure, (a) any section which requires act in person may instead be done by remote electronic communication or other method approved by the Executive Committee, (b) if a disaster declaration or state of emergency is declared in any of the communities that constitute the area, any deadline automatically extended by thirty (30) days or until the declaration ends, whichever is sooner. 

Section 7.12 Dissolution. The NGCRC may only be dissolved by an act of the New Hampshire Republican State Committee or by a two-thirds (2/3) supermajority vote of the Members at a Special Meeting (see Section 3.03). Any remaining documents, funds, assets, or any other thing will be turned over to the New Hampshire Republican State Committee, or if the New Hampshire Republican State Committee is no longer in existence, the Republican National Committee.  

Section 7.13 Bonding Requirement. Anyone with authority to write checks or persons who have charge of, handle, or have access to the finances of the NGCRC shall be persons designated as such by the Executive Committee, Policy Rules and Procedures, or these bylaws. Each such designated officer or person may be required to file an official bond with the NGCRC, at the expense of the NGCRC, in an amount which shall be established by the NGCRC. The premiums of any such bonds attributable to the coverage required herein shall be appropriate expenses of the NGCRC.

Section 7.14 Policy Rules and Procedures. The Executive Committee may propose a Policy Rules and Procedures document to aid with the implementation of these bylaws and guide the business of the NGCRC. Initial adoption and revisions to the Policy Rules and Procedures are authorized only at a duly called and held meeting of the Members for which notice of such meeting, setting forth the initial adoption or proposed alteration, is given in accordance with the notice provisions for Special Meetings (see Section 3.03) set forth herein. 

Section 7.15 Disciplinary Matters. The NGCRC Policy Rules and Procedures shall govern disciplinary matters. Should the Executive Committee choose not to propose Policy Rules and Procedures, or the Members choose not to adopt Policy Rules and Procedures, or the Members choose to repeal previously adopted Policy Rules and Procedures, or for matters upon which the Policy Rules and Procedures are silent, then any disciplinary matter shall be governed under Section 7.09. In the event of any conflict between Policy Rules and Procedures and these bylaws, these bylaws shall control.

Section 7.16 Financial Appropriations. All NGCRC financial commitments must fall within the mission as stated within
these bylaws. Financial appropriations or commitments made which obligate the NGCRC to make monetary contributions shall require the approval of a majority of
Members within a meeting of the Committee properly advertised and consisting of a quorum. If allowed by a majority vote in such a Member meeting, the Executive Committee may be given the latitude and authority to expend a specified amount of NGCRC funds, on an annual basis, at their discretion given the following conditions:
(a) an exigency exists whereby the mission of the NGCRC will be compromised if immediate funding of an obligation or opportunity is not made; (b) timing of the appropriation does not allow for the delay required prior to a regular or special meeting to be called; (c) A super majority of the Executive Committee are in favor of the expenditure of funding and the membership at large have not previously voted against the use of funds for that purpose.

ARTICLE VIII: AMENDMENTS

Section 8.01 Amendment. These bylaws may be altered, amended, or repealed by the affirmative vote of the majority of the Members present at which a quorum is present only at a duly called and held meeting of the Members for which notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for Special Meetings (see Section 3.03) set forth herein.

Exhibit A:
Selected Statutes and State Committee Bylaws

New Hampshire Revised Statutes Annotated 

Chapter 664: POLITICAL EXPENDITURES AND CONTRIBUTIONS

NH RSA 664:2(V) “Political committee of a political party” means a state, county, regional, city, ward, or town committee of a political party. A regional committee shall be composed only of members who are residents of towns or cities that form a contiguous land area, and shall have been created and approved by the state committee of the political party. To establish regional committees, a party shall amend its by-laws to authorize them in principle; a copy of the by-law authorization and evidence of the approval for each regional committee by the state committee shall be filed by the political party with the secretary of state before the first Wednesday in June of that year.

New Hampshire Republican State Committee Bylaws

ARTICLE VI: Regional Committees

Regional Committees may be formed for the purpose of carrying out State Committee activities and strengthening party unity within County lines. A Regional Committee shall be composed only of members who are residents of towns or cities that form a contiguous land area and shall have been created and approved by a vote of the Executive Committee.

Creation of a Regional Committee shall not affect the overall membership or governance of the State Committee. However, upon approval and formation of a Regional Committee, such Committee shall have the right to elect their own officers, adopt their own bylaws and conduct activities of the State Committee, within their respective area. (Also see Article I Sec. 4a)

ARTICLE VII: Procedures Generally Applicable to Committees, Boards, and Other Groups Hereunder

The following provisions shall govern the conduct of operations of all bodies governed by these bylaws: At least one-fourth of the total membership of anybody shall be necessary to constitute a quorum. Each member shall have one vote, and must be present to vote. In the event there is a vote for more than two candidates for one office, and if no candidate obtains a majority on the first ballot, then a second ballot shall be taken which will be limited to the two candidates having the largest number of votes on the first ballot.

Unless otherwise specifically provided, notice of any meeting shall be given by mailing a notice thereof to each member at their last known address at least ten (10) days before the day of such a meeting. Nominations for all offices may be made by nominating committees provided that nominations may also be made from the floor.

In these bylaws, the words Chairman and Vice Chairman shall be used without respect to the sex of the holder of the office.