Article V: Membership

§1 Qualifications: Any individual who subscribes to the principles and purposes of the Club and pays the requisite dues shall become a member of the Club.

§2 Membership Classes: a. All residents of the Counties of Arlington, Fairfax, Fauquier, Loudoun, Prince William, and Stafford, and the Cities of Alexandria, Fairfax, Falls Church, Fredericksburg, Manassas, and Manassas Park in the Commonwealth of Virginia; the District of Columbia; and the Counties of Howard, Montgomery, and Prince Georges in the State of Maryland shall be Regular members of the Club. b. Members not resident in the jurisdictions listed in Article V, §2, subparagraph (a) may elect At-Large membership in the Club.

§3 Rights of Members: A member shall have the following rights: (a) to vote on resolutions and officers; (b) to participate in any meeting of the membership which may be called in accordance with these Bylaws; and (c) to vote on amendments to the Bylaws. Each member shall have only one vote. No proxies or absentee ballots shall be permitted in voting at membership meetings. Voting by mail on any matter is permitted where the Board of Directors deems such method appropriate.

§4 Dues: The Board of Directors shall set annual membership dues. The Board may only change the dues with a majority vote. The change shall become effective no sooner than 30 days after notice of the change is made to the members in accordance with these Bylaws.

§5 Membership meetings:

a. An annual meeting of the members shall take place in January, on a date set by the Directors, to elect officers and conduct such other business as may properly come before the membership at that time. b. Special meetings of the membership may be called by the Board of Directors or upon petition by at least one-third of the members. Only the business specified in the notice of such meeting may be voted on at such meeting. c. Notice stating the place, day and hour of a meeting of members and, in case of a special meeting, the purpose of the meeting shall be delivered not less than seven (7) or more than twenty (20) days before the date of the meeting, personally, by mail or by electronic means, by or at the direction of the President or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails addressed to the member at his or her address as it appears on the records of the Club, with postage prepaid. d. Any action taken at any membership meeting must be in accordance with these Bylaws and the purposes of the Club as stated herein. A simple majority of qualified members voting at an authorized membership meeting is necessary for action to be taken. e. At any meeting under this Article, a quorum is required for any action to become effective. A quorum shall consist of twenty-five percent (25%) of the recorded current Regular members at the time written notice is first given of such meeting. At-Large members shall not be considered in determining the presence of a quorum. f. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not been attained, those present may adjourn the meeting until a quorum is present.

§6 Resignation: Any member of the Club may resign at any time by delivering a written resignation to the Secretary. Such resignation shall be effective upon receipt. Any donations, dues or other monies (other than loans) collected from the resigning member shall not be refunded.

Article VI: Board of Directors

§1 Composition, Qualifications, Terms

a. The Board of Directors shall consist of no fewer than three and no more than nine Officers, all of whom shall be members of the Club. At minimum, there shall be a President, a Secretary and a Treasurer. The Board shall create any other positions it deems necessary for the management of the Club. All Officers shall be nominated by Club members and elected by majority vote of the members present at the Annual Meeting. The President and the Secretary shall be different persons. b. Officers shall serve terms of one (1) year each.

§2 Duties:

a. The business of the Club shall be managed by the Board of Directors, which may exercise all powers of the organization and perform all lawful acts and things which are not prohibited by the laws of the United States of America and the Commonwealth of Virginia and which are in accordance with these Bylaws. b. All officers and agents of the Club, as between themselves and the Club, shall have such authority and perform such duties in the management of the property and affairs of the Club as may be determined by the Board and are not inconsistent with the Bylaws. c. The President shall preside at all meetings of the members and the Board of Directors. The President shall be the Chief Executive Officer of the Club and shall ensure that orders and resolutions of the membership and the Board of Directors are carried into effect. The President shall file any documents with the appropriate authorities. The President shall ensure that the national office of the Log Cabin Republicans has any information required under its Bylaws to ensure proper accreditation within that organization. d. The Secretary shall maintain all Club records, including a current list of members of the Club and the Board of Directors, and shall ensure that a record of the names and addresses of members of the Club entitled to vote is maintained. The Secretary shall prepare, sign, certify and maintain the minutes of all meetings of the membership and the Board of Directors. e. The Treasurer shall ensure that appropriate financial records of the Club are maintained and shall present accountings to the Board at annual and regular meetings and at other times as directed by the Board of Directors. The Treasurer shall receive revenue, including dues and donations on behalf of the Club and shall pay obligations of the Club in accordance with procedures approved by the Board of Directors.

§3 Meetings:

a. The Board of Directors shall meet at least once each calendar quarter, at such times and places as they deem proper. b. The President may call special meetings of the Board of Directors. c. The President or the Secretary shall either personally, in writing, by telephone or via electronic mail notify each Director of the time and place of each Directors' meeting at least seven (7) days in advance. d. A quorum, consisting of a majority of the Officers, is required for any meeting of the Board to be in order. e. Proxy and mail voting at meetings of the Board of Directors shall be prohibited. f. Each Officer shall have one vote. Actions of the Board will be taken upon a majority of those present and voting, except as otherwise provided for in these Bylaws g. An Officer's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Officer for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of the meeting or the waiver of notice of such meeting.

§4 Representation at events of the Log Cabin Republicans: The Board of Directors shall by majority vote at a duly-called meeting determine the manner of selection of delegates and other representatives to events of the Log Cabin Republicans.

§5 Vacancies: Any vacancy occurring on the Board and any Officer position to be filled by reason of an increase in the number of Officers may be filled by a majority vote of the members of the Board. An Officer appointed by the Board to fill a vacancy of a previously established position shall complete the unexpired term of his or her predecessor. An Officer appointed by the Board to a newly established position shall serve until the next Annual Meeting.

§6 Removal: An Officer may be removed at a special meeting duly called of the members.

Article VII: Compensation

§1 Any member of the Club is authorized to receive reasonable compensation from the Club for services rendered to the Club, when authorized by the Board of Directors. No member may receive compensation merely for action as a member or Officer.

§2 No member or Officer of the Club shall have an interest, direct or indirect, in any contract relating to the operations conducted by the Club, or in any contract for furnishing goods or services to the Club, unless such contract shall be authorized by the Board of Directors and unless the fact of such interest shall have been disclosed or known to the Board of Directors at the meeting at which such contract is so authorized.

Article VIII: Indemnification

The Club shall indemnify each Officer , including former Officers, to the full extent permitted by the laws of the Commonwealth of Virginia.

Article IX: Club Finances and Records

§1 Deposit of Funds: All funds of the Club not otherwise employed shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.

§2 Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Club, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club. Any such authority must be specifically defined by the Board.

§3 Checks, drafts, loans: All checks, drafts or order for the payment of money, notes or other evidence of indebtedness issued in the name of the Club shall be signed by such Officer or Officers, Agent or Agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and/or by the President. The Board of Directors shall not authorize borrowing funds for the use of the Club except under specific grant of authority by a majority of the Board of Directors for each instance in which such borrowing may be required.

§4 Records: The Club shall keep correct and complete records of account, and shall also keep minutes of the proceedings of the membership, the Board and of committees having any of the authority of the Board of Directors, and shall keep a record of the names, addresses and telephone numbers of the Officers and members. The Board shall at all times provide for and protect the privacy and confidentiality of all such records to the extent allowed by law. At the Annual Meeting of the membership, the Club shall make available an annual financial report.

§5 Fiscal year: The fiscal year of the Club shall be January 1 through December 31.

Article X: Cooperation with other Log Cabin Clubs

§1 The President and/or Secretary shall inform any and all Log Cabin clubs in the District of Columbia and the State of Maryland of the activities of the Club and shall invite members of such clubs to attend Club functions.

§2 Individuals may be members of this Club and other Log Cabin clubs in accordance with the Bylaws of Log Cabin Republicans.

Article XI: Amendment

These Bylaws may be amended, rescinded or repealed with a two-thirds majority approval of those Club members attending a duly called meeting at which a quorum is present.

Adopted unanimously, June 18, 1997 in Arlington, Virginia.
Amended July 15, 1998, in Arlington; and August 19, 2003, in Arlington.