WSRP By-Laws

REPUBLICAN STATE COMMITTEE OF WASHINGTON

BY-LAWS – ADOPTED JANUARY 21, 2025

ARTICLE 1 – NAME

The name of this organization shall be the Republican State Committee of Washington (hereinafter referred to as the State Committee). The trade name of the organization shall be the Washington State Republican Party (WSRP) (hereinafter referred to as the State Party). The name WAGOP will be used for public-facing purposes.

ARTICLE 2 – PURPOSE

The purpose of the State Committee shall be:

• 2.1 To elect Republicans to public office;
• 2.2 To attract voters and volunteers to the Republican Party by promoting Republican principles;
• 2.3 To lead, contribute, and participate in the establishment of a Republican Party organization that is an effective vehicle for setting public policy;
• 2.4 To fulfill those functions conferred on it by state law; and
• 2.5 To plan, organize, administer, and finance the State Committee’s operations to accomplish the other stated purposes.

The principles of the Republican Party are found in:

• The US Declaration of Independence,
• The US Constitution as amended, and
• The Washington State Republican Party Platform.

ARTICLE 3 – STATE COMMITTEE

3.1 – Membership: The state committeeman, state committeewoman, and the county chairman elected by each Republican County Central Committee shall constitute the membership of the State Committee.

The State Chairman, State Vice Chairman, National Committeeman, National Committeewoman, and Executive Board Members not otherwise members of the State Committee shall be non-voting members of the State Committee, except that the acting chairman shall have the power to vote to break any tie vote.

The State Party has the ultimate right to enforce its own rules, and to require that its members refrain from conduct injurious to the organization or its purposes. Any State Committee Member, as defined in these bylaws, who publicly supports a candidate for any partisan public office in a general or special election who is opposed by a Republican candidate officially nominated pursuant to the State Party Nomination Rules, shall be removed from membership on the State Committee by two-thirds vote of members present of the Executive Board and State Committee. Any Executive Board actions to remove a member for such cause shall be temporary until ratified by the State Committee as required item of business at the next State Committee Meeting. Removal of membership will result in the removal of that individual from all rights and privileges granted in these bylaws to State Committee Members. The State Committee Member will further be banned from participating in any State Committee activities for a period of not less than two years from the date of removal.

ARTICLE 3.2 – Duties

The State Committee shall:

• 3.2.1 Elect the State Chairman, State Vice Chairman, National Committeeman, and National Committeewoman;
• 3.2.2 Ratify the election of Regional Executive Board Members to the Executive Board;
• 3.2.3 Approve the annual political, fundraising, and budget plans;
• 3.2.4 Supervise the timely accomplishment of the political and fundraising programs and budget plans;
• 3.2.5 Fill vacancies on the ticket as the RCW directs;
• 3.2.6 Issue the call to the State Convention;
• 3.2.7 Consider properly presented motions;
• 3.2.8 Adopt resolutions;
• 3.2.9 Take such other actions as are provided for in these bylaws or in state law; and
• 3.2.10 Have sole authority, within the budget, to approve the purchase or disposal of real property.

ARTICLE 3.3 – Standing Committees

The State Chairman shall appoint all committee chairs and committee members based on experience and preferences, except for the Audit Committee which is elected by the Executive Board.

• 3.3.1 Audit Committee: The Audit Committee shall be comprised of three members of the State Committee elected by the Executive Board. The State Treasurer shall serve as nonvoting member of the committee. The Audit Committee shall review and report on the books and records of the State Committee by June 15 of each year. The Audit Committee shall recommend to the Executive Board the name of an independent audit firm (see Article 5.7). The Audit Committee reports to the State Committee and Executive Board, makes recommendations on matters relating to financial controls, and performs such other tasks as may be assigned by the State Committee. Voting members of the Audit Committee may be removed by a majority vote of the State Committee.

3.3.2 Budget Committee: The Budget Committee shall prepare the budget (see Article 9.2); recommend any necessary modification thereof to the Executive Board; monitor compliance with the budget assuring that actual or anticipated expenditures do not exceed actual or anticipated revenues; monitor compliance with campaign and financial report laws; and report to the Executive Board any departures from approved budgets and established financial procedures.

3.3.3 Bylaws Committee: The Bylaws Committee shall consider amendments to these bylaws as provided for in Article 12.

• 3.3.4 Other Standing Committees: The State Chairman may appoint other standing committee the State Chairman deems necessary for the successful execution of his/her assigned responsibilities. Such committees may include, but are not limited to, the following: Candidate, Caucus and Convention, Election Integrity, Faith Engagement, Finance, Grassroots, Messaging, Resolutions, and Young Republicans. Upon the establishment of any such committee the State Chairman shall provide a written description of its purpose and duties.

ARTICLE 4 – EXECUTIVE BOARD

4.1 – Membership: Voting Executive Board Members shall be the Regional Executive Board Members elected by the State Committee at its organization meeting (as provided in Article 7.1), the State Chairman, State Vice Chairman, National Committeeman, and National Committeewoman. The Washington State House & Senate Republican Leaders (or a designated representative—who shall be members of the House & Senate—elected by their caucuses to serve in lieu of the House & Senate Republican leaders) shall be non-voting Executive Board Members. The State Chairman may vote only to break a tie of the Executive Board. The officers of the State Committee shall be the Executive Board’s officers. The Executive Board shall adopt a policy which governs the presence of ex officio members at Executive Board Meetings (for illustrative purposes only and not by way of limitation—the policy may require ex officio members to leave during executive session or budget deliberations).

4.2 – Duties

The Executive Board shall:

• 4.2.1 Exercise the powers and perform the duties of the State Committee between the State Committee’s meetings;
• 4.2.2 Make recommendations to the State Committee of the State Chairman’s proposed political, fundraising, and budget plans;
• 4.2.3 Supervise the timely accomplishment of the political and fundraising programs and budget plans;
• 4.2.4 Confirm the appointment of the Executive Director;
• 4.2.5 Establish amounts of fidelity bond or fidelity insurance coverage;
• 4.2.6 Make recommendations to the State Committee on the State Convention call;
• 4.2.7 Adopt all Policy Statements and amend them as needed;
• 4.2.8 Assist the State Chairman as he/she deems necessary;
• 4.2.9 Appoint independent auditor; and
• 4.2.10 Approve signature authorization for State Committee checks.

The powers not delegated to the Executive Board by these bylaws are reserved to the State Committee.

ARTICLE 5 – PARTY OFFICERS, CONTROLLER, EXECUTIVE DIRECTOR AND OTHER FINANCIAL OPERATING REQUIREMENTS

5.1 – State Chairman: The State Chairman shall be the chief executive officer of the State Committee and the official spokesperson for the Washington State Republican Party. He/she shall be the chairman of the State Committee and of the Executive Board, and he/she shall preside at all of their meetings. He/she shall be responsible for the proper functioning of all officers, committees, and employees of the State Committee to the end that its programs and policies are successfully administered and its business properly conducted.

The State Chairman shall appoint a Secretary, Treasurer, Assistant Secretaries, and Assistant Treasurers as needed for the State Committee.

The State Chairman shall submit written plans outlining the political and fundraising programs and budget to the Executive Board before their final Executive Board Meeting of each year and State Committee for approval at the first State Committee Meeting of each year (see Article 9.2).

The State Chairman shall have the power to appoint or remove any appointed officer, committee member, or employee, and to fill all vacancies. The State Chairman shall be a member of all committees except the Audit Committee.

The State Chairman shall be responsible for the safekeeping of the State Committee’s records and papers and shall promptly surrender the same in good order to his/her successor.

In January of each year, the State Chairman shall prepare and submit to the State Committee a written evaluation of the preceding year’s political and fundraising programs. A copy of said evaluation shall be filed with the Republican National Committee Chairman.

5.2 – State Vice Chairman: The State Vice Chairman shall be chief assistant to the State Chairman in the administration of his/her duties. Said State Vice Chairman shall preside at all meetings of the State Committee and the Executive Board in the absence of the State Chairman.

In the event of a vacancy occurring in the office of the State Chairman, the State Vice Chairman shall exercise all of the powers and perform all of the duties of the State Chairman until said vacancy has been filled by the State Committee. He/she shall annually submit a written report of the activities of his/her office to the State Chairman.

5.3 – State Secretary: The State Secretary shall be the secretary of the State Committee and secretary of the Executive Board. The State Secretary shall keep complete and accurate minutes of all proceedings of all meetings of the State Committee and Executive Board and complete signed records of all actions taken.

5.4 – State Treasurer: The State Treasurer shall receive and receipt all State Committee moneys and deposit the same in the appropriate State Committee account in a federally insured financial institution. The State Treasurer shall pay expenditure vouchers authorized by the State Chairman by check. The State Treasurer may appoint one or more Deputy Treasurers to execute the requirements of these bylaws.

All State Committee checks shall be signed with two authorized signatures. Individuals authorized to sign checks and respective amount limits shall be designated by the State Treasurer and approved by the Executive Board. The State Chairman and the Executive Director shall both sign all checks in excess of $10,000.00 or in other amounts as deemed appropriate by the Executive Board.

The State Treasurer shall submit monthly financial statements to the State Chairman, Budget Committee Chairman, and Audit Committee Chairman. Similar financial statements shall be submitted to the State Committee and Executive Board at their regularly scheduled meetings. The State Treasurer shall submit to the State Committee on or before January 31 of each year a financial statement and report of the activities of his/her office during the preceding year. The State Treasurer is responsible for the accounting of all contributions to the State Committee, of all State Party expenditures and for compliance reporting in accordance with the election laws of the Washington State Public Disclosure Commission (PDC) and the Federal Election Commission (FEC). The State Treasurer shall not be limited to the duties herein but shall perform other duties appropriate to the Office of Treasurer.

5.5 – Controller (Chief Accounting Officer): A controller shall be retained to function as Chief Accounting Officer and provide oversight, compliance monitoring and expert counsel on all State Party financial and accounting procedures. This controller shall have in-depth knowledge and experience in financial matters, generally accepted accounting principles, and shall be expected to become familiar with PDC and FEC regulations. The controller shall be appointed by the State Chairman, confirmed by the Executive Board, and have a dual reporting responsibility to both the State Chairman and the Executive Board. The controller may be terminated only with the approval of the Executive Board.

5.6 – Executive Director: The State Chairman may, at his/her discretion, retain an Executive Director to assist him/her in accomplishing his/her duties and implementing party bylaws, rules, and policies. The Executive Director shall take office only after approval of his/her credentials and qualification by the Executive Board. The Executive Director shall report to and serve at the pleasure of the State Chairman.

5.7 – Independent Audit: The State Treasurer shall make certain that the books of the State Committee are audited at least every two years by independent auditors appointed by the Executive Board. The resulting audit report shall be distributed to all members of the Executive Board, the State Committee, and the Budget Committee.

5.8 – Competitive Bids for Material and Services: All procurements for materials and services that exceed $15,000 or have an extended contract beyond one year shall be executed by a competitive bidding process available to known eligible suppliers, unless the State Chairman authorizes a sole or selected source and documents his/her justification in writing. The Controller shall monitor compliance with his/her provision of the bylaws and report any irregularities to the State Chairman, Executive Board, and State Treasurer.

5.9 – Conflict of Interest: Employees of the State Committee shall not be permitted to have outside employment which may conflict with their assigned duties. This restriction includes, but is not limited to, performing services or work for pay on behalf of candidates for office either within or outside of Washington State. Neither employees nor Executive Board Member may receive compensation, gifts in excess of $40, or financial favors from any vendor, supplier, and/or consultant to the State Committee, unless such an arrangement is specifically approved in writing by the State Chairman and disclosed to the Executive Board. Employees are obligated to disclose areas of possible conflict of interest to the State Chairman, and the State Chairman to the Executive Board, prior to date of hire or at any later date if such conflict or potential conflict arises. Executive Board Members and employees shall not be beneficially interested in any contract, other than an employment contract with the State Party unless authorized by a twothirds vote of the Executive Board.

5.10 – Liability Coverage: The State Chairman and State Treasurer will ascertain that State Party employees who have access to party funds are identified for proper liability coverage in the form of bonding, indemnity, and/or fidelity insurance. The amount of coverage and those to be covered shall be determined by the State Chairman, approved by the Executive Board, and premiums paid by the State Committee.

ARTICLE 6 – ELECTION AND TERM OF OFFICE

6.1 – Nomination and Election of State Chairman and State Vice Chairman: All nominations for State Chairman and State Vice Chairman to be elected by the State Committee shall be called for and made from the floor. The State Chairman and State Vice Chairman must be of opposite sexes.

If more than two candidates are nominated for any office, the voting members present shall first vote upon all the nominees. If one candidate receives a majority of all votes cast, he/she shall be declared elected. If no candidate receives a majority of all votes cast, the two receiving the highest number of votes shall then become the nominees to be voted upon for the office to be filled. The members shall then vote upon the two persons so nominated, and the one receiving the highest number of votes shall be declared elected.

All voting for more than one candidate shall be by secret ballot.

6.2 – Terms of Office: The terms of office of all elective or appointive officers of the State Committee, except the National Committeeman and the National Committeewoman, shall be for the two-year period. The terms of the National Committeeman and National Committeewoman shall be four years, starting from the adjournment of the National Convention.

6.3 – Vacancies and Removals: When a vacancy occurs in the office of the State Chairman or State Vice Chairman, the State Committee shall meet within 90 days to fill the unexpired term in the manner described in Article 6.1.

The State Chairman, State Vice Chairman, National Committeeman, or National Committeewoman may be removed from office by a two-thirds vote of the State Committee provided that:

1. The reason for the removal vote is submitted in writing to the State Chairman;
2. The removal vote request is signed by 20% of the State Committee Members; and
3. Notice is given to the State Committee of the removal vote with the reason for the vote no less than 14 days before the State Committee Meeting.

A vacancy shall exist if a Regional Executive Board Member moves outside his/her Region, resigns, or fails to attend or send a proxy to two Executive Board Meetings in a row. The vacancy shall be filled in the prescribed manner on or before the next meeting of the State Committee. A special meeting of the State Committee Members in a Region with a vacancy shall be called by the State Chairman for the sole purpose of filling the vacancy within 30 days after being notified the vacancy exists.

A Regional Executive Board Member may be removed by a two-thirds vote of the State Committee Members in that region, provided that:

1. The reason for the removal vote is submitted in writing to the State Chairman;
2. The removal vote request is signed by 20% of that region’s State Committee Members; and
3. Notice is given to the State Committee of the removal vote with the reason for the vote no less than 14 days before the State Committee Meeting.

If a vacancy occurs before the term is complete in the office of National Committeeman or National Committeewoman, such vacancy shall be filled by a vote of the State Committee at its next regular meeting.

6.4 – Election of Regional Executive Board Members: Twenty-three (23) members of the Executive Board shall be apportioned among the eight Regions (listed below and which generally correspond with Congressional Districts) on the basis of the Republican vote therein, with no less than two members allocated per region and additional members added if needed so Region 8 has no less than six (6) members. Republican vote shall be determined by combining the Republican vote in each county from the most recent Presidential-election-year general election for the statewide offices which received the three highest Republican votes statewide.

• Region 1: 2 Members | Snohomish
• Region 2: 2 Members | Island, San Juan, Skagit, and Whatcom
• Region 3: 2 Members | Clark, Cowlitz, Lewis, Pacific, Skamania, Wahkiakum
• Region 4: 3 Members | Adams, Benton, Chelan, Douglas, Franklin, Grant, Kittitas, Okanagan, Yakima, Klickitat
• Region 5: 3 Members | Asotin, Adams, Columbia, Ferry, Franklin Garfield, Lincoln, Pend Oreille, Spokane, Stevens, Walla Walla, Whitman
• Region 6: 2 Members | Clallam, Grays Harbor, Jefferson, Kitsap, Mason
• Region 7: 3 Members | Pierce (2), Thurston (1)
• Regions 8: 6 Members | King (6)

At the state organizational meeting, state committee members from regions 1-7 shall caucus separately to elect members to represent their respective regions as follows:

• The caucus will be started by a chair appointed by the State Chairman. The first order of business will be for the members of the caucus to elect a permanent chair from among their members which will serve until another chair is elected.
• A man and a woman shall be elected in regions with 2 members.
• In regions with 3 or more members, both genders must be represented.

The six (6) representatives from Region 8 shall be elected according to the Bylaws of the King County Republican Party.

6.5 – Salaries and Wages: The State Committee may authorize the payment of such reasonable salaries to its officers, committee chairmen, and committee members as it may deem to be necessary and proper.

ARTICLE 7 – MEETINGS

7.1 – State Committee Meetings: The State Committee shall meet for the purpose of its organization every two years, in January of the odd number year. Not later than ten days prior to said meeting, the State Chairman shall mail or email a written notice to the last known address of each member thereof, designating the time and place at which said meeting is to be held.

At each organization meeting, the State Committee shall elect the State Chairman and State Vice Chairman. The State Committee shall confirm the election of Regional Executive Board Members.

The National Committeeman and National Committeewoman shall be elected in the year of the National Convention at a meeting of the State Committee held immediately before the State Convention.

The State Chairman may call a meeting of the State Committee, to be held at a time and place set by him/her, but no less than three times annually, by mailing or emailing a written notice to the last known address of each member not later than 20 days prior to the time set for said meeting. Said notice shall state the purpose of calling the proposed meeting.

The State Chairman shall call, within ten days, by regular notice, a meeting of the State Committee whenever two-thirds of the members of the Executive Board or a majority of the members of the State Committee demand such meeting be called. In the event that the State Chairman refuses or fails to act, then the petitioners shall issue a regular call to all committee members, signed by the petitioner, designating time, place, and purpose of such meeting.

The three required meetings each year of the State Committee shall be held one each in the regions of Western Washington, Central Washington, and Eastern Washington.

7.2 – Executive Board Meetings: The Executive Board shall meet no less than four times a calendar year and, upon call of the State Chairman, in the interim between meetings of the State Committee or upon its own motion by petition as provided in Article 7.3.

7.3 – Executive Board Special Meetings: Special Meetings of the Executive Board may be called by the State Chairman upon 24-hour notice to the Executive Board Members. Notification of the Special Meeting must specify said purpose of the meeting. Business is limited to the purpose specified in the Special Meeting notification. The majority of the Executive Board may petition in writing to the State Chairman to call a Special Meeting. Said petition shall state the purpose of the Special Meeting.

The State Chairman shall call the Special Meeting within 5 days of receipt of petition. If after 5 days the State Chairman fails to call the Special Meeting, the Executive Board may immediately call itself into session. Telephonic, video conference, and new technology shall be allowable.

7.4 – State Convention: The State Chairman shall arrange and provide for a Republican State Convention either in accordance with a call received from the National Committee or as called for by the State Committee. The call to the State Convention shall be mailed to all counties January 15th of the Convention year and shall include:

• 7.2.1 The number of delegates and the allocation of those delegates among the counties as recommended by the Executive Board and approved by the State Committee;
• 7.2.2 Rules for electing delegates to the State Convention;
• 7.2.3 Procedures to be followed in the local precinct caucus-county convention process, including rules pursuant to which precinct committee officers shall automatically serve as delegates to the county convention; and
• 7.2.4 The time and place of the State Convention and, in the year of a National Convention: A statement that, at the State Convention, the delegates from each Congressional District shall elect three delegates to the National Convention and three alternate delegates.

ARTICLE 8 – MEETING RULES

8.1 – Quorums: A majority of the voting members of the State Committee or Executive Board shall constitute a quorum for the transaction of business at their respective meetings. Any action taken by a majority of the members voting at any meeting shall be the valid action of the State Committee or Executive Board respectively.

8.2 – Proxies: An absentee State Committee Member may be represented by a proxy at any State Committee Meeting, provided that said proxy, executed in writing, is held by a member of the County Central Committee or an elected officer of the County Central Committee from the county of the absentee member. No person may cast more than one vote.

An absentee Executive Board Member may be represented by a proxy at any Executive Board Meeting, provided that said proxy, executed in writing, is held by a State Committee Member from a county within the Region represented by said absentee member. No person at an Executive Board Meeting may cast more than one vote.

If there are more Regional Executive Board Members in a Region than State Committee Members, a proxy of an absentee Regional Executive Board Member may be held by an officer from one of the region’s counties, defined as a vice chairman, secretary, treasurer, or precinct committee officer.

If the National Committeeman, National Committeewoman, or State Vice Chairman are absent, they may be represented by a proxy at any Executive Board Meeting, provided that said proxy is executed in writing and is held by a State Committee Member.

At meetings of any ad hoc committee appointed by the State Chairman, proxies will not be permitted.

8.3 – Executive Board Meetings: Any State Committee Member will be allowed to attend and observe an Executive Board Meeting, except when a closed executive session is called on written advice of legal counsel, which is to be made available to all State Committee Members.

8.4 – Voting: The standard method of voting shall be by voting cards (provided by staff).

8.5 – Roberts Rules of Order: When not inconsistent with the provisions of these rules, the most recent edition of Roberts Rules of Order shall govern all meetings of the State Committee, Executive Board, and all committees.

8.6 – Suspension of Rules: The State Committee may temporarily suspend, for a specific purpose, any provision of these Meeting Rules by a two-thirds vote of the members present at that meeting.

ARTICLE 9 – FINANCE

9.1 – Fiscal Year: The fiscal year for the State Committee shall be from January 1 to the following December 31 of the same calendar year, both dates inclusive. During the first three months following the biennial organizational meeting, expenditures shall be authorized at the level of the prior year’s budget, unless the State Committee or Executive Board shall otherwise direct.

9.2 – Budgets: In coordination with the State Chairman, the Budget Committee (Article 3.3.2) shall prepare preliminary budget of anticipated necessary expenditures to support the political and fundraising plans for the ensuing year which shall be submitted to and approved by the Executive Board no later than the last regular Executive Board Meeting of each year.

The final budget must be adopted by the State Committee at the first State Committee Meeting of each year.

Said budget may include funds to aid general election campaigns of Republican candidates seeking county offices, provided that such financial assistance to county races shall be rendered only with the approval of the respective county central committee or its designees.

Said budget may include funds to aid in the financing of the general election campaigns of:

• All Republican candidates seeking elective state offices, state legislative offices, United States Senatorial offices, and United States Representatives offices;
• State campaign activities in furtherance of the candidates of the Republican nominees for President and Vice President of the United States;
• The general election campaign of the Superintendent of Public Instruction; and
• The primary or general election campaigns for Justice of the Supreme Court.

The budget shall also include the cost of: