ARTICLE I -  ORGANIZATION

A.                  Name: The organization shall be Baton Rouge Tea Party, LLC (hereinafter ‘BRTP’).

B.                  Structure: BRTP shall be a Limited Liability Company (hereinafter ‘LLC’) operating           under the Laws of the State of Louisiana, and as a ‘527 Group’ under Federal                   Law. BRTP may also establish separate Political Action Committees (PACs) as                   needed to fulfill its Statement of Purpose.

ARTICLE II -  STATEMENT OF PURPOSE

A.                  We come together as The Baton Rouge Tea Party:

          1.                  To educate, organize, and inspire our fellow Citizens to active participation in                               the political process;

          2.                  To promote the values of individual liberty, limited government, and fiscal                                     responsibility in local, state and national government;

          3.                  To defend the self-evident Truth that our Creator, not government, endows                                   each of us with inalienable and equal Rights;

          4.                  To uphold the Constitution of the United States of America and respect for the                               Rule of Law;

          5.                  And to keep our elected and appointed officials in government always                                           accountable; ensuring that they respect our values, respect our Rights, respect                           our money, and respect the letter and the spirit of the Constitution of the                                     United States of America.

ARTICLE III -  MEMBERSHIP

A.                  Membership Defined:

          1.                  BRTP shall have two classes of membership: Members and Associates.

          2.                  The requirements of membership and the rights assigned to each shall be applied to all persons enrolled in BRTP at the time of adoption of these bylaws.

B.                  Members: Those persons enrolled with BRTP and who are 18 years of age or older, a citizen of the United States, a resident of the Baton Rouge Area, and a registered voter in their Parish of residence.

C.                   Associates: All other persons enrolled with BRTP who are Citizens of the United States and 18 years of age or older, but do not meet one of the other requirements to be a Member.

D.                  Baton Rouge Area Defined: The Parishes of Ascension, East Baton Rouge, East Feliciana, Iberville, Livingston, Pointe Coupee, St. Helena, Tangipahoa, West Baton Rouge, and West Feliciana.

E.                  Rights of Members and Associates: 

          1.                  Members have the right to attend and speak at Meetings, make motions from the floor, stand for election to Office, vote in the election of Officers and on questions and motions placed before the Membership. Members shall have the right, upon 15 days formal request, to inspect the BRTP Minutes Book or BRTP financial records at the next Membership Meeting.

          2.                  Associates do not have the rights of Members. Associates have the right to attend Meetings, and may be allowed to speak at Meetings at the discretion of the Presiding Officer.

F.                   Disciplinary Action:

          1.                  Members and Associates may have their rights suspended, or be expelled from BRTP, by a vote of the BRTP Board. Causes warranting suspension or expulsion include, but are not limited to, Members not meeting the requirements for BRTP Membership, actions contrary to the Statement of Purpose, failure to comply with the bylaws of BRTP, fraud, felony conviction, corruption, conflict of interest, or other actions that harm the interests, independence or good name of BRTP.

          2.                  Suspensions shall not last more then 90 days.

          3.                  Persons expelled may not be reconsidered for BRTP membership for at least one year.

ARTICLE IV -  OFFICERS

A.                  Officers Defined:

          1.                  The Officers of BRTP shall consist of a President, Vice President, Secretary, and Treasurer, nominated and elected by the Membership.

          2.                  Officers shall be Members of the BRTP Board, and shall be the sole Officers of the LLC.

B.                  Eligibility for Office: 

          1.                  The President and Vice-President shall be BRTP Members in good standing for not less than six months prior to nomination. 

          2.                  Secretary and Treasurer shall be BRTP Members in good standing.

          3.                  All Officers shall be at least 25 years of age.

C.                   Duties of Officers:

          1.                  The President: Preside at all Membership Meetings, BRTP Board Meetings, and any other Meeting called by the BRTP Board; set the agendas for Meetings; appoint the Directors to the BRTP Board; appoint the BRTP Parliamentarian; prepare and file, in a timely manner, all required regulatory forms; and perform other executive duties consistent with the Office. The President shall be the public spokesperson for BRTP, but may, at the President’s discretion, delegate the duty of spokesperson to others.

          2.                  The Vice-President: Assist the President in performance of the President’s duties as delegated by the President; manage and oversee BRTP property other than financial property, and assume the duties of the President in case of the President’s absence. If the President is unable to complete their term of office, the Vice-President shall assume the Office of President for the remainder of the term.

          3.                  The Secretary: Keep a record of Minutes of all proceedings of BRTP Board and Membership Meetings; assist the President in preparation of meeting agendas; assist the President in preparing and filing regulatory forms; maintain an accurate list of BRTP members and contact information; and maintain all official BRTP documents. The Secretary shall keep all approved Minutes in a Minutes Book, and shall send out copies of Minutes of all BRTP Board Meetings to all BRTP Board Meeting Attendees.

          4.                  The Treasurer: Prepare and keep an accurate record of BRTP finances; have custody of all BRTP funds, securities, evidences of indebtedness and other valuable financial documents; pay the debts of BRTP in a timely manner and with BRTP Board approval; prepare the BRTP operating budget; prepare and file, in a timely manner and with BRTP Board approval, all required regulatory financial documents and tax forms; assist with audits; and prepare BRTP financial reports as needed.  For the purposes of the LLC, the Treasurer shall also be the Treasurer of the LLC.

          5.                  Officers of the LLC: Only BRTP Officers may be named and act as Officers of the LLC. In case of absence of an Officer of the LLC or vacancy in an Office of the LLC, the Officers and President shall delegate the Officer’s powers or duties to another Officer of the LLC until such time that the Officers returns or the vacancy is filled.

D.                  Terms of Office:

          1.                  All BRTP Officers shall be elected by a vote of the Members present at the June Membership Meeting, and shall serve for a term of one year. The term shall begin at the close of the June Membership Meeting and end at the close of the following June Membership Meeting.

          2.                  No person shall serve more than two consecutive terms in a particular Office. More than 180 days in an office shall count as a full term for this purpose. Officers serving at the time of the adoption of these Bylaws shall have their current time in Office considered under these limits.

          3.                  If an Officer misses more than three Membership Meetings or more than six BRTP Board Meetings in a term without extenuating circumstances accepted by the BRTP Board, the Office shall be considered vacant and a Special Election shall be held in accordance with Section E.9 of this Article. 

E.                  Election of Officers:

          1.                  At the Membership Meeting one month before an Election, nominations for Office will be accepted from the floor by the Presiding Officer.

          2.                  A Nominee’s membership and qualifications for Office shall be checked and confirmed by the Parliamentarian before they are placed on the ballot as a Candidate.

          3.                  Candidates shall, within seven days of nomination, submit to the President a short biography and position statement to be posted on the BRTP website.

          4.                  At the Membership Meeting where the Election takes place, each Candidate shall have three minutes to speak directly to the Membership.

          5.                  An Election Quorum, as indicated in the ‘Membership Meetings’ Article, shall be required to hold an Election for Officers.

          6.                  The President shall appoint a Teller Committee to conduct an Election and tally the results. The Teller Committee shall consist of the Parliamentarian and two Members who are not Candidates for Office, a Member of the BRTP Board, or related to a Candidate or BRTP Board Member. The Teller Committee shall be dissolved at the end of that Membership Meeting.

          7.                  Election of Officers shall be by majority Vote of the Members present. If a majority is not achieved on the first ballot, a runoff shall be held between the two Candidates who received the most votes.

                 a.                   All Votes shall be by written secret ballot.

                 b.                  The option to vote for “None of the Above” shall be placed on all ballots. If a nominee stands alone for election to an Office a vote shall still be held, with the nominee and “None of the Above” on the ballot.

                 c.                   If “None of the Above” gains the majority of votes in an election, then the current Candidate(s) for that Office shall be removed from the ballot and barred as a Candidate for that Office for that term. New nominations shall then be received from the floor and a new Election for that Office held immediately at the same Membership Meeting.

         8.                  If the Office of Secretary, Treasurer or Vice-President becomes vacant during a term, a Special Election shall be scheduled held in accordance with Section E of this Article.

                 a.                   If the vacancy appears within three months of the June Membership Meeting, the President shall, with the concurrence of the BRTP Board, appoint a Member who meets the requirements for the Office to fill the vacancy.

F.                   Recall of Officers:

         1.                   An Officer may be recalled by a Member first presenting a Recall Petition to the Presiding Officer at a Membership Meeting, signed by not less than ten percent (10%) or the total number of Members or 100 Members, whichever is less. After verification by the Parliamentarian that the requisite signatures are valid, a Recall Election shall be held at the next Membership Meeting.

         2.                  An Election Quorum as indicated in the ‘Membership Meetings’ Article shall be required to hold a Recall Election. The Presiding Officer shall appoint a Teller Committee, as per Section E(.7) of this Article, to conduct the Recall Election.

         3.                  The question for the Recall Election shall be limited to: “Shall (name) be removed from the Office of (office name)? Yes or No”. If two-thirds of Members present at the meeting Vote ‘Yes’, then the Officer is immediately removed from Office. 

                 a.                   All Votes shall be by written secret ballot.

G.                  Resignation: If an Officer resigns they shall submit a written resignation to the President. 

H.                  Return of Property: When an Officer leaves office for any reason, all BRTP property in the possession of that Officer shall be immediately returned to the President or Vice President.

ARTICLE V -  MEMBERSHIP MEETINGS

A.                  Frequency of Meetings:

          1.                  Membership Meetings shall be held once a month, but not less than 14 calendar days apart. The BRTP Board may change the meeting dates due to a conflict with holidays or events.

                          a.                   A Membership Meeting is not required in the month of December.

          2.                  Special Membership Meetings may be called from time to time by the BRTP Board.

B.                  Meeting Quorums:

          1.                  Regular Quorum: For the conduct of regular business, a quorum of the BRTP Board and not less than 25 additional Members present.

          2.                  Election Quorum: For an Election of Officers or other Special Elections indicated, a quorum shall be all BRTP Officers and at least one additional Board Member, and not less than 50 additional Members present.

C.                   Presiding Officer:

          1.                  Any Officer may preside at a Membership Meeting.

          2.                  With the concurrence of the Members present, the Presiding Officer may close a Membership Meeting to guests and others who are not a Member or Associate.

ARTICLE VI -  THE BRTP BOARD

A.                  Definition: 

1.                  The BRTP Board shall be responsible for the administration, finances, operations and order of BRTP. In consultation with the Membership, the BRTP Board shall set the direction of BRTP. The Members of the BRTP Board shall consist of the Officers of BRTP and three Directors.

2.                  The Directors shall carry out and oversee activity in specific areas at the direction of the BRTP Board. The three Directors shall be: Legislative Director, Events Director, and Media Director. Directors shall report to the BRTP Board on their activities and advise the BRTP Board on issues and actions relating their areas of activity. Directors shall be appointed by the BRTP President and approved by the BRTP Board. Directors shall have no limit on their term, and may be removed at any time by a majority vote of the BRTP Board. Additional Director positions may only be added to the BRTP Board by Amendment of these Bylaws.

B.                  Meetings:

1.                  The BRTP Board shall meet regularly, but not less than once a month. The BRTP President shall preside at all Meetings and shall set the agenda, but may from time to time delegate that responsibility to the Vice President. The four BRTP Officers, or three BRTP Officers and one Director, shall constitute a quorum to do business.

2.                  BRTP Board Meetings shall be open to Members and Associates to observe, but may be called into Executive Session by a majority vote of the BRTP Board.

C.                   Powers:

1.                  Raise and expend BRTP funds.

a.                   All requests to expend funds must be made in writing and prior approved. Expenditures under $125.00 may be approved by the President and Treasurer only, but all expenditures over $125.00 must be approved by the BRTP Board. Approval may be made via email polling of the Board.

b.                  All checks must be signed by the Treasurer and the President or Vice President.

2.                  Set the BRTP budget with the approval of the Membership.

3.                  Open and maintain accounts at banks and other financial institutions as necessary and convenient for BRTP operations.

a.                   The President, Vice President and Treasurer shall be signatories to all accounts.

4.                  Obligate BRTP via Contract, including, but not limited to:

a.                   Hiring and retaining professionals and consultants as necessary to conduct the business of BRTP;

b.                  Obtaining and rental property for BRTP operations, events, and storage of BRTP property;

c.                   Obtain and maintain sufficient insurance for the operations of BRTP and BRTP events.

5.                  Set the BRTP calendar, and set the dates, times and places of Membership Meetings in accordance with the ‘Membership Meetings’ Article.

6.                  Set and approve all BRTP functions and events.

7.                  Set the Standing Rules for BRTP with the approval of the Membership.

8.                  Authorize all official BRTP statements to the public.

9.                  Enroll BRTP as a member in other organizations where such membership does not conflict with the Statement of Purpose, the independence of BRTP and other Articles of these Bylaws, or to withdraw from the same.

10.              Suspend or expel a Member or Associate when warranted. 

a.                   A Member or Associate may not be suspended or expelled until they have first been informed of the reason(s) the action is being considered, had an opportunity to explain their action(s) to the BRTP Board, and five BRTP Board Members then vote to suspend or expel the Member or Associate.

b.                  An Officer may not be suspended or expelled from BRTP during their term in Office. An officer may be suspended from their official duties for an offense if five BRTP Board members concur, at which time a Recall Election shall be held in accordance with the ‘Officers’ Article.

D.                  Control of BRTP Property: All records held and all property purchased or acquired by BRTP, or by any of its Members with BRTP funds, shall be the property of BRTP and controlled by the BRTP Board.

ARTICLE VII -  COMMITTEES

A.                  Special Committees: The BRTP Board shall appoint and direct Special Committees to support the BRTP Board and the operations of BRTP.

ARTICLE VIII -  PARLIAMENTARY AUTHORITY

A.                  Authority Defined: The conduct of all BRTP Meetings shall be governed by the current edition of Robert’s Rules of Order.

B.                  Parliamentarian: The President shall appoint, with the approval of the BRTP Board, a BRTP Parliamentarian to advise the President on parliamentary questions and procedures. The Parliamentarian may be removed by a vote of the majority of the BRTP Board.

ARTICLE IX -  CONFLICT OF INTEREST

A.                  Defined: Any Member of BRTP who has a financial, personal, or official interest in, or a conflicting of interest with, any matter pending before BRTP or the BRTP Board of such a nature that it prevents, or may prevent, that Member from acting on the matter in an impartial manner.

B.                  Action:

1.                  If a Member has a conflict of interest, they must:

a.                   Inform the BRTP Board of the conflict, or the Presiding Officer when at a Membership Meeting;

b.                  Voluntarily, or at the direction of the BRTP Board or Presiding Officer, recuse himself or herself from deliberations and voting on said item.

2.                  If the BRTP Board determines a Member has failed to recuse himself or herself, they may initiate suspension or expulsion of that Member from BRTP. If that person is an Officer, they may act in accordance with the ‘The BRTP Board’ Article 7, Section C.10.

ARTICLE X -  INDEMNIFICATION

A.                  Defined:

1.                  BRTP shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer or Director of the BRTP Board, or a Member of BRTP serving under the direction of the BRTP Board, against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of BRTP; and further provided that any compromise or settlement payment shall be approved by a majority vote of the BRTP Board who are not at that time parties to the proceeding.

B.                  Rights:

1.                  The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

2.                  No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

C.                   Contractual Obligation:

1.                  This Article constitutes a contract between BRTP and the indemnified Officer, Director and Member of BRTP. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to Officer, Director and Member of BRTP with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE XI -  ADOPTION AND AMENDMENT

A.                  Adoption:

1.                  These bylaws shall be adopted when two-thirds of the Members at a Membership Meeting vote for their adoption. 

a.                   Adoption of these bylaws may not be voted on until the Membership Meeting following their submission the Members. 

b.                  Officers serving at the time of adoption shall continue to serve in their respective Offices until the next Election.

B.                  Amendment

1.                  These bylaws may be amended when two-thirds of the Members at a Membership Meeting vote for an amendment. 

a.                   Amendments may be proposed by any Member in writing to the BRTP Board. If the majority of the BRTP Board concurs as written, the proposed amendment shall be submitted to the Members at the next Membership Meeting.

b.                  Amendments submitted to the Members may not be further amended, and shall be voted on as written.

c.                   Proposed amendments may not be voted on until the Membership Meeting following their submission to the Members.