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RULES PERTAINING TO THE DELEGATE SELECTION PROCESS TO THE 2008 REPUBLICAN NATIONAL CONVENTION As approved and adopted by the Rhode Island
Republican State Central Committee
ARTICLE I GENERAL
Rule 1.01 - Delegates and Alternates to the National Convention of the Republican Party from the State of Rhode Island shall be selected and certified by the Secretary of State in accordance with the provisions of Chapter 12.1 of Title 17 of the Rhode Island General Laws as amended; the Rules of the Republican Party adopted by the previous Republican National Convention; and these rules. Rule 1.02 - The purpose and intent of these Rules are to open participation in the Delegate selection process to members of the Rhode Island Republican Party and qualified Republican voters in the State of Rhode Island. These Rules are to be construed in such manner as to achieve that purpose and intent.
ARTICLE II NUMBER OF DELEGATES AND ALTERNATES
Rule 2.01 - The Republican National Committee (RNC) will determine the number of Delegates and Alternates to the National Convention allocated to the State of Rhode Island. All such Delegates and Alternates, except for the National Committee members from R.I., shall be chosen by the voters in the Presidential Primary. Rule 2.02 - Such number of elected Delegates and Alternates shall be divided equally among the Congressional Districts. In the event of an odd number of elected Delegates and Alternates, the odd Delegate and Alternate shall be allocated to the Congressional District having the larger number of registered voters at the previous general election.
ARTICLE III MANNER OF SELECTION OF DELEGATES AND ALTERNATES
Rule 3.01 - Delegates and Alternates, in each Congressional District, shall be elected by the voters in the Republican Presidential Primary pursuant to these Rules and the general laws of the State of Rhode Island. Rule 3.02 - Each Presidential including the designation Uncommitted, pursuant to RIGL Title 17 Section 12, who attains at least 15 percent of the vote statewide shall qualify for delegates and alternates. Rule 3.03 - Each Presidential candidate including the designation Uncommitted who qualifies for Delegates and Alternates under Rule 3.02 shall receive a proportional share of the Delegates and Alternates in each Congressional District based upon his or her percentage of the vote in that Congressional District. It shall be the responsibility of the Nominating Committee of the Rhode Island Republican State Central Committee to resolve any questions as to the number of Delegates qualified for any specific Presidential candidate. Page 1/2
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Rule 3.04 – The Delegates from qualifying Presidential candidates or running as Uncommitted shall be those persons who obtain the largest number of votes up to the number of Delegates won by the Presidential candidate or running as Uncommitted pursuant to Rule 3.03. The next highest vote-getters among such Delegate candidates, up to the number of Delegates won by the Presidential candidate or running as Uncommitted, will be Alternates.
ARTICLE IV COMMITMENT OF DELEGATES AND ALTERNATES
Rule 4.01 - Each Presidential candidate shall name a Screening Committee, of up to 5 members for each Congressional District. This Committee may interview candidates for Delegate, who wish to appear on the ballot under that Presidential candidate. This committee will either endorse or not endorse candidates. Any Delegate candidate who is not endorsed by a Presidential candidate's Screening Committee or is running as Uncommitted shall be classified as “Uncommitted” on the ballot. The Nominating Committee of the Rhode Island Republican State Central Committee may prescribe a written form for Delegate candidates to affirm his or her commitment to a particular Presidential candidate. Rule 4.02 - All Delegates and Alternates elected under a Presidential candidate shall be required to vote for such Presidential candidate at the National Convention at every opportunity until such Delegate or Alternate is released. Pledged Delegates may only be released as follows:
a.) By act of the Presidential candidate to whom such Delegate is committed; Or
b.) By affirmation vote of no less than 75 percent of all the elected Delegates from Rhode Island committed to such candidate, to withdraw such commitment.
ARTIVLE V VACANCIES
Rule 5.01 - Vacancies for elected Delegates for a particular Presidential candidate shall be filled by the Alternate for that Presidential candidate who received the most votes in the Primary in that Congressional District but was not elected as a delegate. Vacancies for elected Alternates for a particular Presidential candidate shall be filled by the Delegate candidate for that Presidential candidate, who received the most votes in the Primary in that Congressional District, and was not elected in the Primary, as an Alternate. If there are still vacancies, after the list of all Delegate candidates in the Primary has been exhausted, then the Screening Committee for the Presidential candidate shall select the person to fill the vacancy. Page 2/2
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RULES OF THE RHODE ISLAND REPUBLICAN STATE CENTRAL
COMMITTEE
Effective January 1, 2001
Page No. Index
4 PREAMBLE
4-6 ARTICLE I MEMBERSHIP
Rule 1 The Republican State Central
Committee Committee
1.1 ttee Selection of the City and Town
ttee ttee ttee Members
1.2 ttee Selection of Members-at-Large
1.3 ttee Duration of Membership
1.4 ttee Credentials Disputes
1.5 ttee Vacancies
1.6 ttee Honorary Members
1.7 ttee Expulsion from Membership
6-8 ARTICLE II OFFICERS
Rule 2.1 Duties of Officers
2.2 Elections
2.3 Vacancies
8-13 ARTICLE III COMMITTEES
Rule 3.1 Executive Committee
3.2 Standing Committees
3.3 State Chairman’s Caucus
13-14 ARTICLE IV MEETINGS
Rule 4.1 Quorum
4.2 State Committee Meetings
4.3 Executive Committee Meetings
4.4 Notice of Meeting
4.5 Rules of Order
14-16 ARTICLE V CONVENTIONS AND CAUCUSES
Rule 5.1 Selections of Delegates to and
Call of State Convention
5.2 Selection of Delegates to and Call
of Congressional District
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Convention
5.3 Preliminary Organization
5.4 Permanent Organization
5.5 Delegate Vacancy
5.6 Delegate Credentials
5.7 Caucus Representation
5.8 Chairman Appointed by Executive
Committee
5.9 No Statute for Primary Meetings
5.10 Nomination By City or Town
Committees
5.11 Selection of Delegates to State
Convention and Congressional
District Conventions
5.12 Delegates to National Convention
5.13 Selection of National Committeeman
and National Committeewoman
5.14 Selection of Presidential Electors
16-17 ARTICLE VI WARD, CITY, TOWN AND DISTRICT
COMMITTEES
Rule 6.1 Elections and Administration of
Ward Committees
6.2 Composition and Administration of
City and Town Committees
6.3 Composition of District Committees
6.4 City, Town and District Committee
Rules
6.5 Call of Town, City and Ward
Committee Meetings
6.6 Voting by City, Town or Ward
Committee
6.7 Removal of City, Town or Ward
Chairman
6.8 Inactive City or Town Committee
18 ARTICLE VII VACANCIES AND OTHER CONTINGENCIES
Rule 7.1 Party Nominations, etc.
7.2 Nominee Vacancies
7.3 Conflict Between Local and State
Committee
18 ARTICLE VIII EFFECTIVE DATE AND AMENDMENTS TO
THE RULES
Rule 8.1 Effective Date
Rule 8.2 Amendments
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18 ARTICLE IX CONFLICT OF INTEREST
19-22 ARTICLE X INDEMNIFICATION
Rule 10.1 Agreement of State Central
Committee
10.2 Persons Entitled to Benefits
10.3 Indemnification
10.4 Scope of Indemnification
10.5 Advance Payment of Expenses
10.6 Exclusions
10.7 Notice to State Committee;
Insurance
10.8 Indemnification Procedures
10.9 Settlement
10.10 Severability
10.11 Successor and Assigns
10.12 Amendment
10.13 Definitions
22 ARTICLE XI VOTERS IN REPUBLICAN PARTY PRIMARIES
22-23 ARTICLE XII MISCELLANEOUS
Rule 12.1 Governing Law
12.2 Severability
12.3 References by Gender
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THE RULES OF THE RHODE ISLAND REPUBLICAN PARTY
RULES
The governing body of the Republican Party in Rhode Island (the
"Party") shall be the Rhode Island Republican State Central Committee
(the “State Committee”). It shall establish the policies of the Party,
provide a central headquarters, raise money for Party purposes, promote
the election and appointment of Republicans and maintain liaison with
Republican leaders, organizations and officeholders. It shall provide
direction and leadership in the adoption of a Party platform and shall
ensure that membership in the Party is open to all who support
Republican goals as determined by the State Committee for the State of
Rhode Island and Providence Plantations (the "State").
ARTICLE I
MEMBERSHIP
Rule 1. The Republican State Committee. The Rhode Island Republican
State Committee shall be organized by party rule duly enacted and in
conformity with the General Laws of Rhode Island, 1956, as amended from
time to time (the "RIGL”) and particularly Section 1 of Chapter 12 of
Title 17 thereof and, to the extent possible without violating the
RIGL, also in conformity with the Rules of the Republican National
Committee (the “RNC”), and its membership shall be limited to duly
registered Republicans and shall be comprised of: (a) members selected
by each of the State's duly organized and existing Republican city and
town committees and in accordance with the provisions of Rule 1.1
hereof (the "City and Town Members"); (b) twenty-three (23) members-at-
large selected in accordance with Rule 1.2 hereof (the "Members-At-
Large"); (c) the Chairman, the First Vice Chairman, the Second Vice
Chairman, the Treasurer, the Assistant Treasurer, the Secretary and the
Corresponding Secretary, who shall become members by virtue of their
election to said offices; (d) the General Counsel and the Deputy
General Counsel who shall become members by virtue of their appointment
in accordance with the provisions of Rule 2.1(f) hereof (the "Co-
Counsel"); (e) the Parliamentarian who shall become a member by virtue
of his or her appointment in accordance with the provisions of Rule
2.1(f); (f) the Republican National Committeeman and National
Committeewoman who shall become members by virtue of their election in
accordance with the provisions of Rule 5.13 hereof; (g) the president
or chairman of the State affiliate or chapter of: (i) any other
National Republican Party auxiliary organization or; (ii) at the
discretion of the chair, any other Republican identified group or
organization authorized to include in its name the word “Republican”
pursuant to RIGL 17-23-7 with state chapters or affiliates in at least
twenty-five (25) states and a written platform or equivalent statement
of principles indicating a commitment to support the National
Republican Party and its ideals, which has been active in Rhode Island
for no less than three (3) years; and (h) the following ex-officio
members or their designees: (i)honorary members selected in accordance
with the provisions of Rule 1.6; (ii) all incumbent Republican State
general officers; (iii) all incumbent Republican United States Senators
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and Representatives elected from Rhode Island; (iv) any Republican
Speaker of the House, the Republican House Leader, the Republican
Senate Leader, and up to eighteen (18) additional Republican members of
the General Assembly, provided that at such time as there are more than
eighteen (18) Republican members of the Rhode Island General Assembly
in addition to the Republican Speaker of the House, the Republican
House Leader and the Republican Senate Leader, then the combined House
and Senate Republican caucuses shall elect from such combined caucuses,
a total of up to eighteen (18) additional members, it being understood
that such Republican members of the Rhode Island General Assembly (in
addition to the Speaker of the House and the House and Senate Chamber
leader) shall serve on the State Committee for a term to expire when
the term of office for which each was elected shall expire (when each
may again be eligible for reelection to his or her respective office in
the General Assembly); (v) the elected Republican Mayor of any City or
Town in the State; (iv) the elected Republican Town Administrator of
any Town in the State; (vii) the duly elected Republican City or Town
Chairman from each city and town in the State; and (viii) and past
State Chairmen who shall serve from the date of termination or
resignation of their office as State Chairman until and including the
date of the next election of a State Chairman pursuant to the terms of
Rule 2.2. This Rule shall not preclude multiple past State Chairmen
from simultaneous membership on the State Committee.
1.1. Selection of City and Town Members and Alternates.
Following their biennial reorganization in January pursuant to Chapter
12 of Title 17 of the Rhode Island General Laws, but prior to the last
day of February of each odd numbered year, each respective Republican
city and town committee shall meet and elect two (2) members and two
(2) alternates to the State Committee, each alternate to be elected for
and to act only in the absence of the member for whom he or she is
elected as an alternate. Cities and towns whose registered voters
exceed a total of 14,000 (as certified by the State Board of Elections
prior to the general election held in November of the preceding even
numbered year) shall be entitled to elect an additional member and
alternate for every 7,000 registered voters or fraction thereof by
which the number of registered voters in that city or town exceeds
14,000. The Chairman of the State Committee shall advise the respective
city and town committee chairmen as soon as practicable in January of
each odd numbered year of the number of members and alternates that
said city or town committee may elect. In the event that a city or town
entitled to more than two members and two alternates is divided into
wards having political ward committees, no two members and no two
alternates may come from the same ward unless there is a member and an
alternate, respectively, already elected from each ward; and in any
such city or town which is entitled to elect a total number of members
and a total number of alternates which equals or exceeds the number of
wards therein, then each such ward committee shall nominate one member
and one alternate from its ward. In the event that any city or town is
entitled to elect a total number of members and a total number of
alternates which equals or exceeds by two times the number of wards
therein, then each such ward committee shall nominate two members and
two alternates from its ward. Such nominations of each ward committee
shall be binding upon the city or town committee of each community.
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Alternate members shall be entitled to attend all meetings of the
State Committee, State Convention and Congressional District Convention
and, in the absence from the meeting of the member or delegate for whom
he or she is chosen as alternate, may speak on any question or motion,
make any motion and vote in said absent member’s or delegate’s place.
Alternates shall attend throughout the meeting or convention
irrespective of whether or not the member or delegate for whom the
alternate is elected is or is not in attendance, provided that the
alternate may not vote, except in the registered absence of the member
or delegate for whom he or she serves as alternate. In the event any
city or town committee fails to elect all of its members and
alternatives as aforesaid, a sufficient number of the members of that
City or Town Committee, nominated by the city or town chairman and
approved by the Nominating Committee to satisfy the permitted member or
delegate and alternate number from that city or town, shall act as the
duly authorized members or delegates and alternates to said meeting or
convention. Members and alternates so elected shall hold office for a
term of two years beginning on the last day of February of the year in
which they were elected, and thereafter until their successors are duly
elected and qualified.
1.2. Selection of Members-At-Large. The Chairman, following the
election of officers pursuant to Rule 2.2, but on or before April 20 of
every odd numbered year, shall name twenty-three (23) Members-At-Large
of the State Committee, who shall serve by and with the consent and
approval of the State Committee, such consent and approval to be
granted at their next scheduled meeting and prior to the election of
the Executive Committee pursuant to Rule 3.1. Said Members-At-Large
shall serve for a term of two years beginning on the date of the
ratification of their selection in each odd numbered year in which they
were selected and thereafter until their successors are duly selected
and qualified.
1.3. Duration of Membership. All members of the State Committee other
than those elected under Rule 1.1 and 1.2 and members of the General
Assembly elected in conformity with Rule 1 hereof shall remain members
so long as they hold the office which entitles them to membership.
1.4. Credentials Disputes. In the event that a dispute arises as to the
qualification of a person to become or to continue as a member by
virtue of holding an office other than an office of the State
Committee, or the office of National Committeeman or Committeewoman,
said dispute shall be resolved insofar as membership on the State
Committee is concerned by the Credentials Committee.
1.5. Vacancies. Should a vacancy exist for any reason it shall be
filled in the manner provided herein for original election or
selection, and any member thus elected shall complete the unexpired
term of his or her predecessor.
1.6. Honorary Members. Honorary members may be named at any time by the
Chairman if such member-to-be has reached the age of 70 and shall have
held Republican national, state or local elective office.
1.7. Expulsion from Membership. Any State Committee member who shall
fail to attend three meetings in a calendar year of the State Committee
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without an excused absence authorized by the State Chairman, shall
cause his or her position to be deemed vacant and the vacancy shall be
filled in accordance with Section 1.5 by a person other than the
incumbent within 60 days following the date of the third meeting from
which such incumbent was absent.
ARTICLE II
OFFICERS
Rule 2. Designation of Officers. The officers of the State Committee
shall be the Chairman, the First Vice Chairman, the Second Vice
Chairman, the Secretary, the Corresponding Secretary, the Treasurer,
the Assistant Treasurer, the General Counsel, the Deputy General
Counsel, and the Parliamentarian, and their duties shall be as follows:
2.1. Duties of Officers.
(a) Chairman: The chairman of the State Committee (the "State Chairman"
or "Chairman") will preside at all meetings of the State Committee and
the Executive Committee; establish all ad hoc committees deemed
necessary by the Chairman to realize the goals and purposes of the
State Committee; serve ex-officio on all standing committees and
generally exercise powers conferred elsewhere by these rules and the
general powers exercised by chairmen in like organizations.
(b) Vice-Chairmen: There shall be two vice-chairmen. (i) First Vice
Chairman: the First Vice Chairman shall serve and preside in the
absence of the Chairman, and (ii) Second Vice Chairman: the Second Vice
Chairman shall serve and preside in the absence of the Chairman and the
First Vice Chairman.
(c) Secretary: The secretary shall maintain all records of the State
Committee, of its Executive Committee and of the Nominating Committee
and perform generally the duties performed by secretaries in like
organizations.
(d) Corresponding Secretary: The corresponding secretary shall draft
and maintain a record and files of all correspondence instructed to be
prepared by the State Committee, the Executive Committee and the acting
chairman. The Corresponding Secretary shall also serve in the absence
of the Secretary and in the absence of the Secretary shall exercise the
authorized duties and powers of the Secretary.
(e) Treasurer: The treasurer shall establish the procedures for signing
checks, subject to the approval of the Executive Committee and be
responsible for the collection and disbursement of all funds in the
name of the Party pursuant to the budget prepared by the Budget
Committee which was approved by the State Committee. The Treasurer
shall sign all orders for payment, shall automatically be a member of
the Finance Committee, and shall, by virtue of this office, serve as
Chairman of the Budget Committee. The Treasurer shall render a report
at each meeting of the Executive Committee and the State Committee.
Within one hundred eighty (180) days following the end of each fiscal
year, the treasurer will prepare and present to the State Chairman and
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the State Committee, a complete financial report of that fiscal year.
Said report must be accompanied by an audit conducted by an independent
accountant.
(f) Assistant Treasurer: The Chairman shall appoint an Assistant
Treasurer, who shall also be a member of the Budget Committee, and
shall serve in the absence of the Treasurer and in the absence of the
Treasurer shall exercise all the duties and powers of the Treasurer.
(g) General Counsel and Deputy General Counsel: The Chairman may
appoint a General Counsel and a Deputy General Counsel. Said
appointments shall be made with the consent of the State Committee
members. The General Counsel, or, in his or her absence, the Deputy
General Counsel, and both shall be allowed to vote at meetings thereof.
The General Counsel may appoint with the approval of the State
Chairman, such additional temporary deputy counsel as either or both
may deem necessary, who shall serve at the pleasure of the Chairman.
(h) Parliamentarian: The Chairman shall appoint a Parliamentarian. Said
appointment shall be made with the consent of the State Committee
members. The Parliamentarian at the request of the presiding Chair
shall make prompt decisions regarding procedure, By-Laws, and Robert’s
Rules of Order at all meetings of the State Committee and Executive
Committee.
2.2. Elections. All officers other than the Corresponding Secretary,
the Assistant Treasurer, the General Counsel and the Deputy General
Counsel shall be elected by the State Committee biennially at a meeting
to be held between March 5 and March 20 of each odd numbered year. The
terms of office shall be two years, and thereafter until the successor
of such officer is duly elected and qualified.
2.3. Vacancies. Should an office become vacant for any reason, the
acting Chairman shall, within one month of such vacancy, call and
preside over a special meeting for the purpose of filling the vacancy.
In the event an officer is elected or appointed to fill a vacancy, he
or she shall serve the unexpired term of his or her predecessor.
ARTICLE III
COMMITTEES
Rule 3. Executive Committee, Standing Committees and Chairman's Caucus.
There shall be an Executive Committee, six (6) Standing Committees and
a Chairman's Caucus comprised of and having the following duties.
3.1. Executive Committee. There shall be an Executive Committee whose
membership shall consist of the officers of the State Committee, the
National Committeeman and the National Committeewoman, the president or
chairman of the State affiliate or chapter of: (i) any other National
Republican Party auxiliary organization or; (ii) at the discretion of
the chair, any other Republican identified group or organization
authorized to include in its name the word “Republican” pursuant to
RIGL 17-23-7 with state chapters or affiliates in at least twenty-five
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(25) states and a written platform or equivalent statement of
principles indicating a commitment to support the National Republican
Party and its ideals, which has been active in Rhode Island for no less
than three (3) years; and, the Chairman of each of the Standing
Committees, all incumbent Republican United States Senators and
Congressmen elected from Rhode Island or his or her designee, all
elected Republican State General Officers or his or her designee, any
incumbent Republican Speaker of the House or his or her designee, the
incumbent Republican House Leader or his or her designee, the incumbent
Republican Senate Leader or his or her designee, the President and each
of the five (5) Vice Presidents of the Chairman's Caucus of Rhode
Island City and Town Republican Committees, the elected Republican
Mayor of any City or Town in the State and the elected Republican Town
Administrator of any Town in the State, past State Chairmen who shall
serve from the date of termination or resignation of their office as
State Chairman until and including the date of the next election of a
State Chairman pursuant to the terms of Rule 2.2, and twelve (12)
members, without alternates, who shall be elected as follows: Following
the selection of the Members-At-Large to the State Committee pursuant
to Section 1.2, but not later than May 30 of each odd numbered year,
twelve (12) members shall be elected upon nomination by the Chairman by
and from the general membership of the State Committee. Vacancies on
the Executive Committee shall be filled in the same manner as members
are elected or selected at a special meeting (See Rule 2.3).
3.1.1 It shall be the duty of the Executive Committee to recommend
party policy and strategy; to make a report of its activities at each
meeting of the State Committee; to assist the State Chairman in an
advisory capacity on any matter; and to carry out such other
instructions and duties as the State Committee shall from time to time
so designate.
3.1.2 Except in cases in which specific directions shall be given by
the State Committee, during the intervals between meetings of the State
Committee, the Executive Committee shall possess and exercise all the
powers of the State Committee except the power to suspend or remove
members or officers and the power to amend these rules.
3.2. Standing Committees. There shall be six standing committees with
defined areas of responsibility under the general names of: Candidate
Committee; Nominating Committee; Credentials Committee; Finance
Committee; Budget Committee; and Campaign, Training and Education
Committee. Each standing committee will be subject to the following
rules:
(a) All State Committee members shall indicate their preference for
committee assignments
on or before April 30 in each odd numbered year.
(b) Each standing committee shall have a chairman or co-chairmen to be
appointed by and who shall serve at the behest of the State Chairman
and a secretary to be selected by that committee.
(c) Each standing committee shall keep and maintain all records and
minutes of that committee. Each committee shall also make and direct
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all requests for expenditures to the State Chairman by written
requisition. The State Chairman will conduct a review of and comment on
such requisitions and then pass them on to the Budget Committee. The
Budget Committee will submit its total recommended budget to the State
Committee for approval at its December meeting.
(d) The fiscal year shall run from January lst to December 31st.
(e) Chairmen of standing committees may determine the organization and
membership of any sub-committee of its members they feel is necessary
to administer the committee's duties and obligations with the approval
of the State Chairman.
(f) Each standing committee shall meet at least once in each calendar
year quarter and at the call of its chairman or of the State Chairman
and a written report of each such meeting shall be prepared by the
committee secretary and submitted to the State Chairman within thirty
(30) days of such meeting.
(g) The chairman of each standing committee appointed under Rule
3.2(b), shall be a member of the State Committee but, except as
otherwise required hereby, duly registered Republicans not members of
the State Committee may be appointed to membership in any Standing
Committee.
(h) Except as otherwise provided under these Rules, the chairman of
each standing committee, with the consent and approval of the State
Chairman, shall select the members of that committee, taking into
consideration lists showing individual member's preferences and Rule
3.2(a).
(i) The State Chairman, subject to the approval of the Executive
Committee, may appoint special or ad hoc Committees composed of such
members of the State Committee as he or she deems best, but the special
committees, as well as the standing committees, shall be subject to the
direction and control of the State Committee.
(j) The State Chairman may assign to the standing committees, duties in
addition to those covered, or specified, under any of these Rules.
(k) The structure and duties of each of the standing committees will be
as follows:
1. Candidate Committee
A. The Candidate Committee shall consist of no less than seven (7) and
no more than nineteen (19) members of which at least a majority must be
members other than members-at-large and/or ex-officio members.
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B. The Candidate Committee shall assist in the organization of State
legislative district committees to identify and recruit qualified
candidates.
C. This committee shall assist in the recruitment of potential
candidates for state legislative offices, State General Offices and the
U.S. Congress, establish and maintain an active file on such persons
and coordinate State Committee, state legislative district committee
and city and town committee efforts on their behalf.
D. This committee shall coordinate and assist efforts of all endorsed
Republican Party candidates in satisfying all legal requirements and
qualifications for securing appropriate candidate status, including
without limitation, securing required number of signatures on
nomination papers.
2. Nominating Committee
A. The Nominating Committee shall consist of no less than eleven (11)
and no more than nineteen (19) members of which at least a majority
must be members other than members-at-large and/or ex-officio members.
The members shall be appointed by the State Chairman and the Nominating
and Credentials Committee Chairman with the approval of the Executive
Committee.
B. This Committee shall report to the Executive Committee and nominate
for endorsement by the State Committee, State Convention and other
State Caucuses, candidates for: State General Offices; U.S. Senator and
U.S. Congress; and shall nominate for election by the State Committee,
State Convention and other state caucuses candidates for National
Committeeman and National Committeewoman, officers of the State
Committee, and members of the Executive Committee to be elected by the
State Committee.
C. Nominees to be endorsed by or candidates to be elected by the State
Committee, State Convention, and other State Caucuses must be made
known to the Executive Committee at least ten (10) days prior to the
date on which the endorsement or election is to be held; likewise at
least seven (7) days prior to the endorsement or election date the
aforementioned persons must be made known to the voting members of the
entire State Committee, convention or caucus. Vacancies that occur
during a term of office shall be filled in like manner by not later
than the second next following meeting of the entire State Committee
after such vacancy occurs.
D. The Secretary of the State Committee shall be the Secretary of the
Nominating Committee and shall also be responsible for the provision of
voting materials and the appointment of tellers at all State Republican
endorsement and/or election meetings.
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3. Credentials Committee
A. The Credentials Committee shall consist of no less than nine (9) and
no more than fifteen (15) members of which at least a majority must be
members other than members-at-large, exofficio members and Executive
Committee members.
B. No member of the Credentials Committee shall be involuntarily
replaced during a particular deliberation nor may any member be added
nor taken from the committee once a deliberation or hearing has begun.
C. This Committee shall decide contested delegations to any meeting or
convention of the State Committee or any other affiliated State
Republican organization.
D. This Committee shall review the applicable State laws and national
Republican Party Rules relating to selection of delegates for the
Republican National Convention every four (4) years and on or before
September 1 of the year prior to the year in which a national election
is to be held and report any inconsistencies or conflicts to the State
Chairman.
E. Upon request of the Credentials Committee Chairman, the General
Counsel or Deputy General Counsel shall be present at any Credentials
Committee meetings and hearings.
F. All nationally chartered or sponsored State affiliates or chapters
of state auxiliary and other State Republican organizations and all
city and town committees will file with the Credentials Committee a
copy of their constitution, rules and bylaws and any amendment thereof
and, on a quarterly basis, a report showing membership and officers and
a summary of their activities and functions.
G. This Committee or a Sub-Committee thereof, shall upon petition for
any review, amendment or revision of these Rules, serve as the By-laws
or Rules Committee for such purposes.
4. Finance Committee
A. The Finance Committee shall consist of no less than eleven (11) and
no more than nineteen (19) members provided that either the National
Committeeman or National Committeewoman, whichever the State Chairman
shall designate, will be a member of the Finance Committee.
B. The Finance Committee shall exercise general supervisory powers over
all fund raising activities.
C. This committee shall approve and schedule all state endorsed
fundraising activities for candidates and other state organizations. In
order to avoid scheduling conflicts this committee shall remain
available to coordinate the scheduling of state, city and town
committee fundraising affairs.
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D. This committee shall develop multi-fundraising activities, whose
objective will be to provide sufficient funds to balance the budget
approved by the State Committee.
E. This Committee will make recommendations to the Budget Committee for
allocation of State Committee campaign funds to candidates for State
offices and will receive and communicate requests for financial
assistance from local candidates.
F. The Finance Committee shall make recommendations as to the spending
of State Committee campaign funds by candidates. Expenditures by
candidates over and above State Committee allocations shall be the
responsibility of the respective candidate’s campaign committee.
G. The Finance Committee shall have the authority to employ such
professional staff as necessary to conduct its affairs, with the
consent of the Executive Committee.
5. Budget Committee
A. The Budget Committee will consist of eight (8) members. They shall
include the State Committee Treasurer (who shall be Chairman of the
Budget Committee by virtue of his Office), the Assistant Treasurer, the
National Committeeman or Committeewoman (whichever is not serving on
the Finance Committee) and 5 members appointed by the State Chairman.
At least three (3) of the appointed members must be members of the
State Committee representing cities or towns.
B. The Chairman of this committee shall be the Treasurer of the State
Committee.
C. The Budget Committee shall project and estimate revenue requirements
of the State Committee based upon proposed budgets received from the
State Chairman and all special and standing committees.
D. The Budget Committee shall submit its total recommended budget to
the State Committee for approval at its December meeting.
E. This committee shall continually review the status of the committees
and/or project allocations and recommend cutbacks or additional funds
when warranted.
F. The State Chairman, or any committee chairman, may bring to the
floor of State Committee meetings, any request that has not been acted
upon within 90 days of being submitted to the Budget Committee.
G. All funds received by the State Committee from the State of Rhode
Island as so-called check-off funds under Section 44-30-2(e) of the
RIGL shall be used only for Republican Party purposes and activities as
permitted by law, except that no such funds shall be contributed to any
candidate for public office for purposes of campaign expenditures.
6. Campaign, Training and Education Committee
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A. The campaign, training and education committee will consist of no
less than eleven (11) and no more than nineteen (19) members.
B. This committee shall assist city, town, and auxiliary organizations
in fulfilling their obligations to the State Committee as outlined in
these rules.
C. The committee shall assist the State Committee officers in preparing
overall detailed coordinated program within the State for Local, State
and National elections.
D. The committee will also develop, sponsor, and make available to
other Republican committees and organizations, appropriate training and
education programs on all aspects of campaigns and campaign management;
including, but not limited to media relations, fundraising, direct mail
campaign literature and volunteer support. This committee shall compile
legislative and voting records; perform statistical analysis, provide
background material for the State Chairman and State candidates, and
establish and maintain a clipping file relating to relevant issues of
interest to Party candidates.
E. This Committee will prepare position papers and speeches for the
State Chairman; establish a speakers bureau and help provide their
speeches; conduct surveys and polls; and shall have published and
distributed a regular Republican newsletter.
F. The chairman of the Campaign, Training and Education Committee shall
also be the chairman of any State platform committee that is formed.
6. Campaign, Training and Education Committee
A. The Issues and Platform Committee shall consist of no less than
eleven (11) but no more than nineteen (19) members
B. The Issues and Platform Committee will be responsible for creating a
platform on which legislative candidates and general officers can run
C. The Issues and Platform Committee will use issues to define for
voters what Republicans stand for and draw distinctions between
Republicans and other part(y)(ies)
D. The Issues and Platform Committee will develop talking points which
party leaders, candidates and members can use to inform voters and the
media.
3.3. State Chairman's Caucus.
(a) There shall be a standing State Chairman's caucus of city and town
chairmen which shall include all 39 city and town chairmen and the
State chairman.
(b) The Chairman's Caucus shall organize in February of each odd
numbered year.
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(c) The caucus shall elect a president and one vice president from each
county in the State. One vice president will serve as secretary and one
shall serve as treasurer to the Caucus. All six shall serve on the
Executive Committee.
(d) The purpose of the Chairman's Caucus will be to support and convey
local concerns to the State Committee and its officers and to assist
one another in solving local problems.
ARTICLE IV
MEETINGS
Rule 4. Rules for Committee Meetings. The Rules for conducting all
State Committee, Executive Committee, and Standing Committee Meetings
shall be as follows:
4.1. Quorum. A quorum of the State Committee shall consist of fifty-
five (55) members, including representation of not less than nine (9)
cities and towns, and a quorum of the Executive Committee shall consist
of 9 members.
4.2. State Committee Meetings. The State Chairman shall call and
conduct at least five (5) meetings of the State Committee in each
calendar year, such meetings to be held at intervals not exceeding one
hundred (100) days and on those dates scheduled by the Chairman at the
beginning of each calendar year. In the event that the State Chairman
fails to call such a regular meeting within any one hundred (100) day
period, a minimum of any twenty-five (25) members representing not less
than five (5) cities and towns may petition the Secretary, who on
receipt of such petition, shall issue a call for a meeting to be held
within ten days of receipt of such petition.
4.3. Executive Committee Meetings. The State Chairman shall hold at
least six (6) meetings of the Executive Committee in each calendar year
and at such other times that any five (5) members of the Executive
Committee may petition the Secretary who shall then issue a call for
such a meeting to be held within ten days of the receipt of such
petition.
4.4. Notice of Meeting. The Secretary shall notify all members of the
call of a regular or special meeting of the State Central Committee or
the Executive Committee at least one week in advance of the holding of
such meeting. Such notice shall be given by regular mail unless the
member expresses a preference in writing to the Secretary to receive
such notice via electronic mail. Members opting to receive notice via
electronic mail must provide the Secretary with an appropriate
electronic mail address. Members changing address to which notices are
sent must notify the Secretary of such a change.
4.5. Rules of Order. All meetings of the Executive Committee, State
Committee, and all other committees shall be conducted in accordance
with Roberts Rules of Order-Newly Revised. In the event said Rules
conflict with the Rules of the Rhode Island Republican State Committee,
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then these Rules shall take precedence over Roberts Rules of Order-
Newly Revised.
ARTICLE V
CONVENTIONS AND CAUCUSES
5.1. Selection of Delegates to and Call of State Convention. The
delegates selected pursuant to Rule 5.11 hereof and those persons
designated under Section 17-12-13 of the RIGL shall be the delegates to
the Republican State Convention held pursuant to and in conformity with
Section 17-12-13 of the RIGL. It shall be the duty of the State
Chairman to call the Republican State Convention in conformity with the
requirements of Chapter 12 of Title 17 of the RIGL. In the case of the
failure of the State Chairman to call a State Convention, the Executive
Committee of the State Committee is hereby authorized to call such
convention.
5.2. Selection of Delegates to and Call of Congressional District
Conventions. The delegates selected pursuant to Rule 5.11 hereof shall
be the delegates to each Congressional District Convention for the
Congressional District in which they reside. The members of the State
Committee from the several Congressional Districts shall constitute the
Congressional District Committees for their respective Districts. It
shall be the duty of the officer of the said Congressional District
Committees, who shall be from the Congressional District for which they
are to serve, to call the Congressional District Conventions for said
Districts. In the case of a failure of a Congressional District
Committee to call a Congressional District Convention, the Executive
Committee of the State Committee is hereby authorized to call such
convention.
5.3. Preliminary Organization. The Executive Committee of the State
Committee shall prepare a roll of delegates chosen from the several
cities and towns for all State and Congressional District Conventions
which shall constitute the preliminary organization of said
Conventions. The Executive Committee shall also name the temporary
chairmen and the temporary secretaries of each such Convention.
5.4. Permanent Organization. After a State or Congressional District
Convention has been called to order by the temporary chairman and
secretary thereof, as appointed by the Executive Committee, said
convention shall choose its permanent chairman and secretary from the
membership of the State Committee or make the temporary organization
its permanent convention by majority vote. Thus organized, the
convention shall refer the claims of any rival delegates to the
Credentials Committee for disposition.
5.5. Delegate Vacancy. Vacancies in any State or Congressional District
Committee may be filled prior to the Convention by an election by the
City or Town Committee in which the vacancy occurs. The election must
be held prior to the Convention and the Chairman of the State Committee
must be notified of the replacement's name at least 24 hours prior to
the start of the Convention. Any State or Congressional District
Convention may also fill its role of delegates with duly registered
Republicans from within the State if a vacancy is found to exist at the
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time of calling the roll of said convention, by nomination from the
floor, and a majority vote of delegates. The delegates so substituted
must be voters in the town or city which they are temporarily allowed
to represent.
5.6. Delegate Credentials. The presiding chairman and secretary of a
Caucus or Convention shall sign the credentials of delegates or
candidates for office elected or nominated by such Caucus or
Convention.
5.7. Caucus Representation. When two local Caucuses in any town or city
claim to represent the Republican Party, the Credentials Committee
shall determine which one to recognize. Said Credentials Committee may
be called together at any time to settle such cases, and the notice of
the meeting may be issued either by the chairman or Secretary of said
Committee. The length of time of said notice shall be left to the
discretion of the chairman or secretary.
5.8. Chairman Appointed By Executive Committee. The Executive Committee
of the State Committee shall have power, when in its opinion it is
necessary or when a Caucus or Convention has failed to elect by
majority vote its chairman or presiding officers, to appoint any member
of the State Committee to preside at a Caucus or Convention held for
the purpose of nominating any State officer, or member of Congress or
member of the General Assembly, or delegate to a State or Congressional
District Convention. It shall be the duty of such presiding officer so
appointed to conduct the Caucus or Convention throughout its proceeding
impartially and according to law.
5.9. No Statute for Primary Meetings. Primary meetings of the
Republican Party in towns and cities not otherwise provided for by
statute, for the election of delegates to conventions, and to nominate
candidates for the General Assembly, shall be called within such time
and after such notice as may be specified by the State Committee. Such
call shall be signed by the chairman of the Town or City Committee.
Should any Town or City Committee neglect or refuse to call a caucus in
accordance with the call heretofore issued by the State Committee, the
Executive Committee of said State Committee shall issue a call to the
Republican electors of such town or city to meet in caucus for the
transaction of such business as may be set forth in said call, and
shall designate the person who shall preside at such caucus.
5.10. Nomination by City or Town Committees. The State Committee, or
the Executive Committee, in issuing a call for caucuses or Conventions,
may leave it optional with town or city committees, in their
discretion, to make nominations directly in caucus, or by convention of
delegates, so far as such action is consistent with the laws of the
State.
5.11. Selection of Delegates to State Convention and Congressional
District Conventions. Delegates to State Convention and Congressional
District Conventions shall include (unless otherwise required by the
RIGL)each member of the State Committee, and the additional delegates
to be selected in conformity with Section 17-12-13 of the RIGL. Not
earlier than May and not later than October 14, 2002, and during that
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same period of time in every even numbered year thereafter, the State
Chairman shall call the biennial Republican State Convention.
5.12. Delegates to National Convention. Delegates to the Republican
National Convention from the State shall be elected in conformity with
and pursuant to the terms of Section 17-12-14 and Chapter 12.1 of Title
17 of the RIGL, The Rules of the RNC and the Rules for delegate
selection adopted by the State Committee, provided that in the event of
any irreconcilable conflict between the law as set forth in Chapter
12.1 of Title 17 of the RIGL, The Rules of the RNC, and/or the Rules
for delegate selection adopted by the State Committee, Chapter 12 of
Title 17 of the RIGL shall control. These above referenced laws and
rules will be reviewed for consistency by the General Counsel and the
Credentials Committee every four (4) years and on or before April 1 of
the year prior to the year in which a national election is to be held.
5.13. Selection of National Committeeman and National Committeewoman. A
national committeeman and a national committeewoman shall be elected
once every four (4) years at and by the State Convention held during
the even numbered year in which a national election for President of
the United States is also to be held. Said State Convention shall then
instruct the delegates elected to the Republican National Convention as
to whose names shall be reported by such delegates at said Republican
National Convention as the duly elected Republican National
Committeeman and Republican National Committeewoman from Rhode Island.
5.14. Selection of Presidential Electors. In presidential election
years, the State Convention shall select the Party nominees for
Presidential Electors, all in conformity with Section 17-12-13 of the
RIGL.
ARTICLE VI
WARD, CITY, TOWN AND DISTRICT COMMITTEES
6.1. Election and Administration of Ward Committees. Ward committees
for each ward shall be selected and administered in accordance with the
provisions of Section 17-12-6 through Section 17-12-12.2 of the RIGL,
and shall be elected biennially, in every even numbered year, at the
primary election held to nominate party candidates, provided, however,
that the ward committee in the City of Providence shall be elected
quadrennially.
6.2. Composition and Administration of City and Town Committees. Town
and City committees shall be chosen and administered in accordance with
the provisions of Section 17-12-6 through Section 17-12-12.2 of the
RIGL and shall organize biennially, in the month of January in every
odd numbered year in accordance with Section 17-12-9 of the RIGL,
provided that the City Committee of the City of Providence shall
organize quadrennially.
6.3. Composition of District Committees. District Committees shall be
chosen and administered in conformity with Section 17-12-7 of the RIGL.
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6.4. City, Town and District Committee Rules. City, Town and District
Committees may, when occasion requires and in conformity with Section
17-12-10 of the RIGL, make such reasonable rules and regulations for
the calling, organizing, and conduct of Republican Caucuses in said
town or city as shall be necessary, provided that no such action shall
be taken contrary to the law of the State of Rhode Island regulating
the calling and holding of Caucuses, or be inconsistent with these
rules.
6.5. Call of Town, City and Ward Meetings. The Chairman of a city, town
or ward committee shall call a meeting of said city, or town or ward
committee upon a written request of a majority of the members of said
city, town or ward committee. If the Chairman of the city, town or ward
committee shall refuse, or neglect to call a meeting of said city, town
or ward committee within five days after being requested as above
provided, the majority of a city, town or ward committee may issue a
call by written notice for a special meeting signed by a majority of
such members, said notice specifying the time, place and purpose for
which meeting has been called.
6.6. Voting by City, Town or Ward Committee. The Chairman of any city,
town, or ward committee shall, upon request of any member present,
grant a roll call vote at any meeting on all questions which may come
before said meeting, and the Secretary of any city, town, or ward
committee shall cause to be recorded the vote of each member in a
journal to be kept by said Secretary. No rule shall be adopted by any
city, town or ward committee which will require a vote of more than a
majority of the members of said city, town or ward committee, to elect,
remove or replace the Chairman or any other officer of said committee.
6.7. Removal of City, Town or Ward Chairman. In the event that a
majority of the members of a city, town or ward committee deem it in
the best interest of the Party to remove or replace the city, town or
ward Chairman, a meeting may be called by a majority of the members of
said city, town or ward committee by written notice given to the
members of said city, town or ward committee specifying the time, place
and the subject matter of the meeting. At such meeting, the State
Chairman shall preside and the Party General Counsel or Deputy General
Counsel shall act as parliamentarian. A majority of a city, town or
ward committee shall be a majority of the members constituting the said
city, town or ward committee at the time the meeting is called.
6.8. Inactive City or Town Committee. In the event that any City or
Town Committee fails to organize in conformity with Rule 6.2 hereof,
the State Chairman shall designate an ad hoc committee of residents
from such city or town to organize such Town or City Committee in
conformity with Section 17-12-6 through 17-12-12.2 of the RIGL.
ARTICLE VII
VACANCIES AND OTHER CONTINGENCIES
7.1. Party Nominations, etc. The Executive Committee may file the Party
nominations, fill the vacancies and act in any of the contingencies and
situations referred to in Section 17-12-2, 17-12-4, and 17-12-5 RIGL,
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and exercise any other power granted to the State Committee or its
Executive Committee by law. The Executive Committee may delegate all or
any part of the power above delegated to it, to a duly elected sub-
committee of said Executive Committee.
7.2. Nominee Vacancies. The Executive Committee shall have authority to
fill vacancies in the list of nominees of United States Senators,
Representatives in the United States Congress, Electors to chose a
President and Vice-President of the United States, State Officers, city
or town officers, district committees or other officers of the State
Committee and shall certify said changes as necessary to the proper
officials.
7.3. Conflict Between Local and State Committee. The State Committee,
in case of a conflict between a local committee and the State Committee
upon any Party matter, shall determine the Republican attitude on said
question, and such decision sha1l stand until reversed by a regularly
called meeting of the State Committee.
ARTICLE VIII
EFFECTIVE DATE AND AMENDMENTS TO THE RULES
8.1. Effective Date. These Rules shall take effect as of January 1,
2001. Thereafter, all amendments shall take effect upon passage, unless
otherwise designated in such amendments.
8.2. Amendments. No amendments to these rules shall be made until they
are submitted in writing to a meeting of the Executive Committee at
least fourteen (14) days prior to the next meeting of the State
Committee at which time such proposed amendment(s) will be presented to
the State Committee and continued to the next meeting of the State
Committee when they may be adopted by a two-thirds vote of the members
in attendance. Such amendments shall be incorporated in the notice of
the meeting following that at which they were proposed. Any amendments
or changes hereto shall also be filed with the Secretary of the
Republican National Committee within twenty-one (21) days after the
date of the amendment or change.
ARTICLE IX
CONFLICT OF INTEREST
If any member of the State Committee or officer of the State Committee
shall be interested either directly or indirectly, or shall be a
director, officer or employee of or have an ownership interest (other
than as the owner of less than one percent of the shares of a publicly-
held corporation) in any firm or corporation interested directly or
indirectly in any contract with the State Committee, such interest will
be disclosed to the State Committee and set forth in the minutes of the
State Committee, and the member of the State Committee or officer
having such interest therein will not participate on behalf of the
State Committee in the authorization of any such contract.
ARTICLE X
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INDEMNIFICATION
10.1. Agreement of State Committee. In order to induce the officers of
the State Committee to serve as such, the State Committee adopts this
by-law and agrees to provide the State Committee and officers of the
State Committee with the indemnification benefits contemplated hereby.
10.2. Persons Entitled to Benefits. This paragraph will apply, and the
benefits hereof will be available, to each of the officers of the State
Committee who serves the State Committee as such without the need for
other proof that the officer has accepted the provisions of this
Article.
10.3. Indemnification. Subject to the exclusions and limitations
hereinafter set forth, the State Committee will indemnify the
Indemnified Person (as defined below) against and hold the Indemnified
Person harmless from any Loss or Expenses.
10.4. Scope of Indemnification. The State Committee shall indemnify
every Officer made a party to or threatened with any action, suit or
other legal proceedings, whether civil, criminal, administrative or
investigatory, by reason of such person's being or having been an
Officer of the State Committee (the "Indemnified Person") against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred if a determination shall first be made, by the State
Committee, in a manner consistent with law, that such person conducted
himself or herself in good faith, reasonably believed that his or her
conduct in his or her Officer capacity was in the best interests of the
State Committee, that his or her conduct in any other capacity was at
least not opposed to the best interests of the State Committee and, in
any criminal proceeding, that he or she had no reasonable cause to
believe that his or her conduct was unlawful. If the proceeding against
such Indemnified Person was by or in the right of the State Committee,
indemnification may be made only against reasonable expenses and shall
not be made in respect of any proceeding in which said Indemnified
Person shall have been adjudged liable to the State Committee. In no
event shall a person be indemnified in respect of any proceeding in
which he or she shall have been adjudged to be liable on the basis that
personal benefit was received by him or her. The State Committee,
through the State Committee, may advance costs to reimburse an
Indemnified Person, for reasonable expenses incurred, or to be incurred
before the final disposition of a proceeding based upon said person's
written affirmation that he r she conducted himself or herself in a
manner that would entitle him or her to indemnification hereunder and a
written undertaking by or on behalf of said Indemnified Person, on such
terms and with such security as may be required by the State Committee,
to repay such amount if it should be ultimately determined that his or
her conduct precludes indemnification hereunder. Nothing contained
herein shall limit the authority of the State Committee to indemnify a
person in accordance with the provisions of the law of the State of
Rhode Island.
10.5. Advance Payment of Expenses. The State Committee may pay the
Expense of the Indemnified Person in conformity with the terms of
Section 4 and at such time and from time to time as the Indemnified
Person may request in advance of the final disposition of any
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Proceeding, except to the extent that the defense of a claim against
the Indemnified Person is undertaken pursuant to any directors' and
officers' liability insurance (or equivalent insurance known by another
term) maintained by the State Committee. The advance payment of
expenses will be subject to the Indemnified Person's agreement with the
State Committee, including any provision for adequate security as may
be required by the Executive Committee for such indemnification
(evidenced by the Indemnified Person's acceptance of any advance
payment or, if requested, a prior agreement in writing), to repay the
sums paid by it hereunder if it is hereafter determined that the
proceeding involved an Excluded Claim that the Indemnified Person was
not entitled to indemnity by reason of the provisions of 10.4.
10.6. Exclusions. The State Committee will not be liable to pay any
loss or expenses (an "Excluded Claim"): (a) With respect to a
proceeding in which a final nonappealable judgment or other
adjudication by a court of competent jurisdiction determines that the
Indemnified Person is liable to the State Committee (as distinguished
from being liable to a third party) for: (i) any breach of the
Indemnified Person's duty of loyalty to the State Committee or its
members; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law; or (iii) any
transaction from which the Indemnified Person derived an improper
personal benefit; or (b) If a final, non-appealable judgment or other
adjudication by a court of competent jurisdiction determines that such
payment is unlawful.
10.7. Notice to State Committee; Insurance. Promptly after receipt by
the Indemnified Person of notice of the commencement of or the threat
of commencement of any proceeding, the Indemnified Person will, if
indemnification with respect thereto may be sought from the State
Committee under these Rules, notify the State Committee of the
commencement thereof. Failure to promptly notify the State Central
Committee will not adversely affect the Indemnified Person's right to
indemnification hereunder unless and only to the extent that the State
Committee is materially prejudiced in its ability to defend against the
proceeding by reason of such failure. If, at the time of the receipt
of such notice, the State Committee has any liability insurance in
effect covering such a claim, the Executive Committee will give prompt
notice of the commencement of such proceeding to the insurer in
accordance with the procedures set forth in the policy or policies in
favor of the Indemnified Person. The State Committee will thereafter
take all the necessary or desirable action to cause such insurer to
pay, on behalf of the Indemnified Person, all loss and expenses payable
as a result of such proceeding in accordance with the terms of such
policies.
10.8. Indemnification Procedures. (a) Payments on account of the State
Committee's indemnity against loss will be made by the treasurer of the
State Committee only upon a determination by the Executive Committee
that the indemnification of the Indemnified Person is proper in the
circumstances, complies with the criteria set forth in Section 10.4
hereof, and that such loss does not result from a claim which is an
Excluded Claim. The Executive Committee's determination as to
indemnification shall be:
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(i) By the Executive Committee by a majority vote of a quorum
consisting of members not at the time parties to the proceeding; or
(ii) If a quorum cannot be obtained for purposes of clause (i) of this
subparagraph (a), then by a majority vote of a committee of the
Executive Committee duly designated to act in the matter by a majority
vote of the full Executive Committee (in which designation members who
are parties to the proceeding may participate) consisting solely of
three or more members of the Executive Committee not at the time
parties to the proceeding; or
(iii) By independent legal counsel designated: (A) by the Executive
Committee in the manner described in clause (i) of this subparagraph
(a), or by a committee of the Executive Committee established in the
manner described in clause (ii) of this subparagraph (a), or (B) if the
requisite quorum of the full Executive Committee cannot be obtained
therefore and a committee cannot be so established, by a majority vote
of the full Executive Committee (in which determination members who are
parties to the proceeding may participate). If made, any such
determination permitted to be made by this subparagraph (a) will be
made within 60 days of the Indemnified Person's written request for
payment of a loss.
(b) Payment of an Indemnified Person's expenses in advance of the final
disposition of any proceeding will be by the treasurer of the State
Committee only after a determination is made by the State Committee
pursuant to Section 10(a) above that indemnification of the Indemnified
Person is proper in the circumstances and the proceedings did not
involve an excluded claim.
(c) The State Committee will have the power to purchase and maintain
insurance on behalf of any person entitled to indemnification hereunder
against liability asserted against him or her with respect to any act
or omission of such person, whether or not the State Committee would
have the power to indemnify such Indemnified Person against such
liability under the provisions of this paragraph. The State Committee
will be subrogated to the rights of such Indemnified Person to the
extent that the State Committee has made any payments to such
Indemnified Person in respect to any loss or expense as provided
herein.
10.9. Settlement. The State Committee will have no obligation to
indemnify the Indemnified Person under this paragraph for any amounts
paid in settlement of any proceeding affected without the Executive
Committee's prior written consent. The Executive Committee will not
unreasonably withhold or delay its consent to any proposed settlement.
The Indemnified Person may accept the settlement without the consent of
the Executive Committee, without prejudice to the Indemnified Person's
rights to indemnification in the event the State Committee does not
ultimately prevail on its position that the proceeding constitutes a
claim for which no indemnification is appropriate hereunder.
10.10. Severability. If any provision of this Rule is determined by a
court to require the State Committee to perform or to fail to perform
an act which is in violation of applicable law, this Rule shall be
limited or modified in its application to the minimum extent necessary
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to avoid a violation of law, and, as so limited or modified, this Rule
shall be enforceable in accordance with its terms.
10.11. Successor and Assigns. The provisions of this Article will be
(a) binding upon all successors and assigns of the State Committee
(including any transferee of all or substantially all of its assets)
and (b) binding on and inure to the benefit of the heirs, executors,
administrators, and other personal representatives of the Indemnified
Person.
10.12. Amendment. No amendment or termination of this Article X will be
effective as to an Indemnified Person and, in any event, will not be
effective as to any covered act of the Indemnified Person occurring
prior to the amendment or termination.
10.13. Definitions. As used herein, the following terms will have the
following respective meanings: "Covered Act" means any act or omission
by the Indemnified Person in the Indemnified Person's official capacity
with the State Committee and while serving as such or while serving at
the request of the State Committee as an officer.
"Covered Act" means any act or omission by the Indemnified Person in
the Indemnified Person's official capacity with the State Committee and
while serving as such or while serving at the request of the State
Committee as an officer.
"Excluded Claim" has the meaning set forth in Rule 10.6, hereof.
"Expenses" means any reasonable expenses incurred by the Indemnified
Person in connection with the defense of any claim made against the
Indemnified Person for Covered Acts including, without being limited
to, legal, accounting or investigative fees and expenses (including the
expense of bonds necessary to pursue an appeal of an adverse judgment).
"Indemnified Person" means any officer of the State Committee who
serves the State Committee as an officer.
"Loss" means any amount which the Indemnified Person is legally
obligated to pay as a result of any claim made against the Indemnified
Person for Covered Acts including, without being limited to, judgments
for, and awards of, damages, amounts paid in settlement of any claim,
any fine or penalty or, with respect to an employee benefit plan, any
excise tax or penalty.
"Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
ARTICLE XI
VOTERS IN REPUBLICAN PARTY PRIMARIES
Voters in any Republican Party Primary Election or primary election
intended to identify the endorsed Republican candidate shall be limited
to duly registered Republican affiliated voters and registered
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unaffiliated voters. Voters registered as being affiliated with any
political party other than the Republican Party as of the date of any
primary election or affiliated with any political party other than the
Republican Party within 90 days prior to such primary election shall be
ineligible to vote in any such Republican Primary Election.
ARTICLE XII
MISCELLANEOUS
12.1. Governing Law. These Rules shall be governed by and subject to
the laws of the State of Rhode Island.
12.2. Severability. If any provision of these Rules is contrary to,
prohibited by or deemed invalid under the applicable law or regulations
of any jurisdiction, such provision shall, as to such jurisdiction, be
inapplicable and deemed omitted to the extent so contrary, prohibited
or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible, and any
such prohibition or invalidity in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
12.3. References by Gender. Each reference to any person or entity
appearing herein and any pronouns as used herein shall be construed in
the masculine, feminine, neuter, singular, or plural as the context may
require.
Amended March 20, 2003
Amended November, 2005
Amended September 19, 2007