Rules of the

DeKalb Republican Party

As Amended by the 2011 County Convention

March 2011

Article 1

The Executive Committee

Section 1. There is hereby created in DeKalb County, Georgia, the DeKalb County Republican Committee, which shall function as the Executive Committee of the DeKalb Republican Party during the interim between County Conventions. The Executive Committee shall be, and is hereby designated as, the successor to any and all Executive Committees created heretofore by the adoption of rules governing the Republican Party of DeKalb County and the indebtedness and assets of each said predecessor, and all obligations owing to each predecessor are hereby declared to be the indebtedness, assets, and obligations of the Executive Committee.

Section 2. (a) Any person who is a qualified elector under the laws of the State of Georgia and who has been registered as an elector in DeKalb County for at least thirty days shall be qualified to serve as a member of the Executive Committee to represent the election district in which he or she resides at the time of election.

(b) Where practicable, each election district (precinct) in DeKalb County shall be represented on the Executive Committee.

(c) No person shall serve as a member of the Executive Committee who is not in accords with the principles of the Republican Party, who does not believe in its declaration of policy, and who is not in sympathy with its aims and purposes.

Section 3. Members of the Executive Committee, except as otherwise specifically provided herein, shall be elected by majority vote of the DeKalb Republican Party in Convention, and shall serve, unless sooner removed, until the next convention of the DeKalb Republican Party convened for the purpose of electing members of the Executive Committee. The number of members so elected shall be no more than the assigned number of authorized delegates representing DeKalb County at the most recent past Convention of the Republican Party of Georgia.

Section 4. (a) The Chairman of the Executive Committee, during the term of his or her office, shall have the authority to appoint, with the advice and consent of the Executive Committee, five (5) additional voting members to the Executive Committee. The members so appointed will serve at the will of the Chairman and the right to vacate any such appointment, at any time, shall be reserved to the Chairman.

(b) Any resident member of the Republican National Committee; any resident member of the Georgia Republican Executive Committee; Congressional District Chairmen representing DeKalb County in whole or in part; any serving public official residing in DeKalb County, elected as a Republican from a district lying wholly or partially within DeKalb County; the immediate past Chairman of the Executive Committee; the Republican members of the DeKalb Board of Registrations and Elections; the Chairmen of the DeKalb Republican Party District organizations; the President of each Federation of Republican Women organizations in DeKalb County; the Chairman of each Young Republican organization in DeKalb County, and the Chairman of the Republican Seniors Network in DeKalb County shall be ex-officio voting members of the Executive Committee.

(c) At the invitation of the Executive Committee, the governing body of any organization not specified in subparagraph (b) of this Section, whose members would otherwise be eligible to serve as members of the Executive Committee, may be permitted to nominate a member of said organization, who is otherwise not a voting member of the Executive Committee, to serve as a voting member of the Executive Committee.

Section 5. (a) The Executive Committee shall meet at least once each calendar quarter at such time and place as may be delegated by the Chairman in writing by email, facsimile, or letter at least ten (10) days prior to the date of said meeting. One of the meetings shall be designated by the Chairman as the Annual Meeting of the Corporation.

(b) The Chairman, upon his or her own motion may, or upon petition of not less than one-third (1/3) of the voting members shall, call a special meeting of the Executive Committee to discuss and deliberate upon such matters as may be specified in the formal notice of meeting and other such matters as the Committee may deem appropriate.

(c) At any regular or special meeting, a quorum shall consist of 40% of the voting members of the Executive Committee. Members of the Executive Committee may be represented in all official matters by proxy subject to the following conditions: Any voting member of the Executive Committee may direct his or her proxy only to another member of the Executive Committee. No member may represent more than five proxies at any one meeting. Proxies shall not be counted in or for the election of officers of the Executive Committee. Proxies may be considered in determining the presence of a quorum.

Section 6. The Executive Committee is hereby charged with the duty to enhance the prestige, the reputation, and the strength of the DeKalb Republican Party, and shall:

(a) Arrange for all mass meetings and county convention;

(b) Adopt an annual budget and provide for the lawful collection of revenues;

(c) Adopt resolutions but only by affirmative votes of two-thirds (2/3) of the votes cast;

(d) Provide for the nomination of candidates for county offices and for the

General Assembly of the State of Georgia in accordance with the laws of the State of Georgia and the rules of the Georgia Republican Party;

(e) Make all such rules which shall be necessary and proper for executing the foregoing and for carrying out any other powers and duties vested in the Executive Committee.

Section 7. (a) The Executive Committee shall have the authority to remove and expel for cause from its membership any member who has been deemed unwilling or incapable of serving, or who has failed to discharge necessary duties and responsibilities, or who has committed any act which may be deemed, in the opinion of the Executive Committee, to be detrimental to the DeKalb Republican Party.

(b) Removal for cause shall be upon the affirmative vote of two-thirds (2/3) of the members present at a regular or called meeting of the Executive Committee. No such vote shall be taken until at least thirty-two (32) days notice shall have been given in writing via hand delivery or U.S. Mail to the member to be removed. Such notice shall set forth the grounds therefore and give him or her the opportunity to be present and to be heard in person or by any representative of his or her choice. Announcement of such vote shall accompany the notice of the regular or called meeting. No such announcement shall be made except upon written application of one-third (1/3) of the members of the Executive Committee.

(c) Dues for membership to the Executive Committee are $60.00 per year payable as such to the DeKalb Republican Party. The Executive Committee may by simple majority change the amount of annual dues at any regular or called meeting of the Executive Committee. Executive Committee dues are due and payable in full on April 1st of each year of membership, however, at the option of the member, dues may be paid in four equal installments: $15.00 at the beginning of each calendar quarter (April 1, July 1, October 1, and January 1). Members elected to fill vacancies on the Executive Committee under the provisions of Article 1, Section 8(a) shall have Executive Committee dues prorated for the remainder of the membership year (April 1st to March 31st) beginning on the first day of the next calendar month following the month in which elected and such dues shall be payable in full at that time. However, said member may elect to make quarterly payments with the first such payment to be prorated for the current quarter and to be due and payable on the first day of the month following the month in which elected.

(d) Any member whose dues are in arrears one quarter ($15.00) shall not be permitted to vote until such dues are paid current. Any member whose dues are in arrears two quarters ($30.00) or more shall be removed from membership without formal process required in Subparagraph (b) of this section

(e) Failure by any member to attend three consecutive regular or called meetings of the Executive Committee may, at the discretion of the Executive Committee, constitute unwillingness to serve on said Committee and shall not require, at the discretion of the Executive Committee, the formal notification requirement in Subparagraph (b), this Section, in order to convene removal for cause proceedings.

Section 8. (a) The Executive Committee shall have the right to fill any vacancy in its membership caused by any reason. Such vacancy shall be filled upon nomination by the members of the Executive Committee with preference given to the District from where such vacancies are available. Any former member who may be reinstated must, before exercising the right to vote, pay all delinquent dues.

(b) Any election to fill any vacancy in the membership of the Executive Committee shall be by affirmation of the majority of the members voting.

Section 9. The Executive Committee shall by rule provide for membership in the DeKalb Republican Party; shall by rule provide for qualification, duties, and privileges for such membership; and shall provide for all other matters pertaining to such membership.

Section 10. (a) All officers of the Executive Committee, except the General Counsel, shall be elected by the DeKalb Republican Party in Convention except as otherwise provided herein.

(b) The General Counsel shall be appointed by the Chairman with the advice and consent of the Executive Committee.

(c) No person is qualified to serve as an officer of the Executive Committee unless that person is qualified to be a member of the Executive Committee.

(d) In the event a vacancy occurs in the office of Chairman, or the Chairman is unable to discharge the duties and responsibilities of office, the duties, powers, and responsibilities of the office shall be assumed by the First Vice-Chairman who shall become Chairman. In the event of vacancy in any other office of the Executive Committee, or in the event an officer is unable to discharge the duties and responsibilities of his or her office, the Chairman shall nominate a successor who shall assume office upon confirmation by majority of members present at any regular or called meeting of the Executive Committee. Written notice of such vote shall have been sent to all voting members of the Committee not less than ten (10) days prior to such meeting. The Chairman shall nominate no person who is not, at the time of nomination, a voting member of the Executive Committee.

(e) The Executive Committee shall have the right to remove any officer for and upon the same conditions provided herein to remove a member of the Executive Committee.

(f) Should any officer of the Executive Committee file candidacy of any elected public office in the State of Georgia in a primariy where there is at least one other Republican candidate, that officer's office shall be declared vacant immediately upon such filing. If an officer of the Executive Committee is elected to public office, that officer's office shall be declared vacant immediately.

Article II

District Organization

Section 1. There are hereby created six (6) Republican District organizations subordinate to the DeKalb Republican Party, herein referred to as "Districts," having geographical boundaries congruent with the boundaries of the seven (7) State Senate districts lying within DeKalb County noting that Senate district 5 shall be included for this purpose as part of Senate district 40. For administrative purposes within the DeKalb Republican Party, any precinct that is split between two or more Senate Districts shall be placed by the Executive Board in one of the Districts.

Section 2. It shall be the duty of the District to make it possible for any qualified Republican voter registered in that District to participate and be represented in the affairs of the DeKalb Republican Party.

Section 3. Each District shall be comprised of those dues-paid members of the Executive Committee elected at the odd-year Convention of the DeKalb Republican Party from the respective Districts and such other registered electors the District may later admit.

Section 4. (a) No District rules change(s) shall be allowed after the County Convention and prior to the election of District officers following the odd-year Convention of the DeKalb Republican Party.

(b) Each District shall elect a Chairman, a Vice-Chairman, and a Treasurer and may elect other officers as the District deems appropriate. The District may choose to elect the Chairman or the Vice-Chairman to multiple offices (for example: Chairman and Treasurer, or Vice-Chairman and Treasurer).

(c) Election of such officers shall be by majority vote of the Executive Committee from the respective Precincts at a meeting to be held not later than thirty (30) days following the odd-year Convention of the DeKalb Republican Party or, in any event, shall be held prior to the Congressional District Convention following the odd-year Convention of the DeKalb County Republican Party. District officers shall assume office immediately upon their election.

(d) No person shall be qualified to serve as an officer of the District unless he or she is an elected dues-paid member of the DeKalb Republican Party Executive Committee.

Section 5. (a) Each District shall adopt written rules governing its operations. Such rules shall provide requirements for membership, election of officers, duties of officers, removal and replacement of officers, and such matters not inconsistent with these rules, the rules of the Republican Party of Georgia, the laws of the State of Georgia, or the laws of the United States.

(b) When a District has not adopted written rules, the "Model District Rules" on file in the DeKalb Republican Party office shall serve as rules with respect to persons on the Executive Committee who are qualified to vote for District officers. The "Model District Rules" shall be effective with regard to the District organization until superseded by written rules adopted by the District. A copy of rules adopted by the District at a separate District meeting called for that purpose at a later date shall be submitted to the DeKalb County Republican Party Chairman for filing with the DeKalb Republican Party.

(c) Each District Chairman shall be an ex-officio voting member of the Executive Committee and shall serve as a voting member of the Executive Board, hereinafter created.

Section 6. Each District shall submit to the Treasurer of the DeKalb Republican Party, on or before the first day of March of each year, a financial statement showing, in reasonable detail, the financial condition of the District and a proposed budget for the next year. The financial statement shall include all receipts and disbursements for the preceding year and shall be audited by the District Auditor or Audit Committee.

Section 7. Any elected officer of a DeKalb Republican Senatorial District who has publicly declared and filed with the Secretary of State of Georgia or the DeKalb County Elections Board as a candidate for any publicly elected post for which there is another publicly declared Republican candidate for the very same publicly elected post must resign the Senatorial District office which he or she presently holds or officially withdraw from the race for said post. Failure to do so will call for removal from office by action of the DeKalb Executive Committee.

Article III

The Executive Board

Section 1. The executive powers of the DeKalb Republican Party shall be vested in the Executive Board subject to the direction of the Executive Committee. The Executive Board shall not render policy decisions, such power being reserved solely to the Executive Committee. Between meetings of the Executive Committee, the Executive Board shall transact all administrative business of the DeKalb Republican Party and shall have the authority to delegate any or all of its functions. The Executive Board may make to the Executive Committee such recommendations as the Board may deem appropriate.

Section 2. (a) The Executive Board shall be composed of the officers of the Executive Committee. The following shall also be voting members of the Executive Board: the immediate past Chairman, the Republican members of the DeKalb County Board of Registrations and Elections, the Chairmen of each of the District organizations, the Chairman or President (or representative) of each Federation of Republican Women clubs in DeKalb County, the Chairman or President (or representative) of each Young Republican club in DeKalb County, and the Chairman or President (or representative) of the Republican Seniors Network in DeKalb County. The Chairman or President of the

Federation of Republican Women, of the Young Republicans, and of the Seniors Network shall serve as liaison officers between the Executive Committee and their respective associations and shall perform such duties as may be designated by the Chairman or Executive Committee.

(b) Any other Republican organization, legally chartered and constituted in DeKalb County and formally recognized by the Republican Party of the State of Georgia, may request in writing to the Executive Committee that it be represented by membership on the Executive Board. The level of participation of such representation shall be determined by the Executive Committee upon approval of any such request.

(c) The immediate past Chairman and the Republican members of the DeKalb Board of Registration and Elections shall advise and assist the Chairman and shall serve in such capacity as may be designated by the Chairman.

Section 3. The Executive Board shall meet as needed. The attendance of six (6) members of the Executive Board shall constitute a quorum. Proxies shall not be permitted at meetings of the Executive Board, however the Vice Chairman of a District may participate as a voting member of the Executive Board in the absence of the Chairman of the District.

Article IV

The Chairman

Section 1. The Chairman of the DeKalb Republican Party shall be the Chairman of the Executive Committee and of the Executive Board.

Section 2. The Chairman shall preside at each meeting of the Executive Committee and at each meeting of the Executive Board. The Chairman shall issue the call for and preside at each convention of the DeKalb Republican Party, unless replaced by a duly elected Convention Chairman, and shall appoint such Sergeant-at-Arms as may be necessary to maintain order.

Section 3. The Chairman shall be the spokesperson for the DeKalb Republican Party and for the Executive Committee, and it shall be his or her duty to communicate directly with news media. In performing this function, the Chairman may appoint a Public Relations Officer, or Committee, which shall, if so appointed, perform such duties as directed by the Chairman or the Executive Committee.

Section 4. The Chairman shall appoint, with the advice and consent of the Executive Committee, such standing committees as are hereinafter designated, and may appoint such other committees as he or she deems appropriate. The Chairman shall be an ex-officio member of each Committee.

Section 5. The Chairman shall exercise all the duties, responsibilities, and powers delegated to him or her by these rules and such other duties, responsibilities, and powers not inconsistent with these rules, which the Executive Committee may delegate to him or her.

Section 6. Consistent with applicable law, the Chairman shall appoint, with the consent of the Executive Committee, Republican members to the DeKalb County Board of Registration and Elections.

Article V

Other Officers

Section 1. The First Vice-Chairman shall coordinate and facilitate mass meetings and conventions, as the Chairman and the Executive Committee may direct, shall coordinate and facilitate the activities of the Districts in cooperation with the District officers, and shall otherwise assist the Chairman and the Executive Committee as directed.

Section 2. The Second Vice-Chairman shall be responsible for candidate registration, shall instruct Precinct Chairman in their duties, shall develop and implement absentee ballot campaigns, door-to-door campaigns and telephone banks, and shall otherwise assist the Chairman and the Executive Committee as directed.

Section 3. The Vice-Chairman of Communications shall be responsible for all communications of the DeKalb Republican Party and of the Executive Committee, including but not limited to website maintainance, newsletters, mass mailings, electronic communications, and correspondence with candidates and party officials. The Vice-Chairman of Communications shall appoint a Communications Committee and other committees as required, which shall be ratified by the Executive Committee. The Vice-Chairman of Communications shall otherwise assist the Chairman and the Executive Committee as directed.

Section 4. The Vice-Chairman of Membership shall be responsible for increasing membership in the DeKalb Republican Party and for creating goodwill between the DeKalb Republican Party and the community and other organizations. The Vice-Chairman of Membership shall appoint a Membership Committee and other committees as required, which shall be ratified by the Executive Committee. The Vice-Chairman of Membership shall otherwise assist the Chairman and the Executive Committee as directed.

Section 5. The Vice-Chairman of Events shall be responsible for planning and coordinating all events of the DeKalb Republican Party as well as all fund-raising and, beginning each January, shall develop and maintain a yearly calendar of all events and important dates. The Vice-Chairman of Events shall appoint an Events Committee and other committees as required, which shall be ratified by the Executive Committee. The Vice-Chairman of Events shall otherwise assist the Chairman and the Executive Committee as directed.

Section 6. The Vice-Chairman of Facilities shall be responsible for the physical maintenance, staffing and security of the offices and other properties of the DeKalb Republican Party.

Section 7. The Secretary shall keep the minutes of the proceedings of each meeting of the Executive Committee and of the Executive Board, shall coordinate all proxy votes, and shall take attendance at all meetings for the purpose of establishing a quorum. The Secretary shall otherwise assist the Chairman and the Executive Committee as directed.

Section 8. The Treasurer shall receive and disburse all moneys of the DeKalb Republican Party and of the Executive Committee, shall account for the same by regular monthly statements, shall supervise the preparation and execution of the budget, shall appoint the Finance and Budget Committee which shall be ratified by the Executive Committee, shall chair that committee, and shall otherwise assist the Chairman and the Executive Committee as directed.

Section 9. The General Counsel, who shall be an attorney by profession, shall render any legal opinion or perform any other appropriate duty required of him/her by the Chairman. For the performance of any services required by the Executive Committee connected with the practice of law, the General Counsel may be compensated by the Treasurer. The General Counsel shall serve as a member of the Rules Committee. The General Counsel shall perform such other duties as the Chairman or the Executive Committee may direct.

Section 10. In the absence of the Chairman at any regular or called meeting of the Executive Committee or the Executive Board, the presiding officer shall be determined by the following order of succession: the First Vice-Chairman, the Second Vice-Chairman, the Vice-Chairman of Communications, the Vice-Chairman of Membership, the Vice-Chairman of Events, the Vice-Chairman of Facilities, the Secretary, the Treasurer, and the General Counsel.

Article VI

Candidates

Section 1. The Executive Committee shall not qualify any person to enter any Republican Primary Election in DeKalb County conducted for the purpose of nominating candidates for public office, unless that person shall first make an affidavit, under oath or affirmation, that he or she is duly qualified under the laws of Georgia to hold such office, is a dues paid DeKalb County Republican Party member, and that he/she affirms allegiance to the Republican Party by signing the following oath: I do hereby swear (or affirm) my allegiance to the Republican Party.

Section 2. The Executive Committee shall not as a body publicly endorse any opposed candidate in any Republican Presidential Primary, General Primary, or Special Primary Election. This Section shall not in any way infringe upon the rights of the members of the Executive Committee as individuals to publicly endorse any candidate of their own choosing. (Article 1, Section 10(f) contains additional prohibitions for the officers of the Party).

Section 3. Before each General Election or Special Election, The Executive Committee shall

determine what portion of funds (if any) of the DeKalb Republican Party should be made available to Republican candidates for public office. After such determination has been made, the Executive Board shall establish relevant criteria for providing financial support to individual candidates, determine the amount to be dispersed to each candidate on the basis of such criteria, and direct the Treasurer to disburse funds accordingly. The Executive Committee shall retain a prudent reserve to fund the projected operating expenses of the DeKalb Republican Party insofar as such a reserve is consistent with the Party's primary objective of electing Republicans to public office.

Article VII

Committees

Section 1. The Chairman shall appoint the following additional standing committees: Rules, Credentials, Nominating and Candidate Recruitment.

Section 2. Each Committee shall report to the Executive Committee from time to time as its business and activities shall require or as the Executive Committee may require.

Section 3. The Finance and Budget Committee shall annually prepare a budget for the DeKalb Republican Party and shall present the budget to the Executive Committee for ratification at a meeting to be convened each May.

Section 4. The Chairman shall appoint an Audit Committee at a meeting of the Executive Committee to be convened each April. The Audit Committee shall review the financial records of the DeKalb Republican Party for the previous twelve-month period and shall report its findings to the Executive Committee no later than sixty (60) days after its appointment.

Section 5. At each regularly scheduled meeting of the Executive Committee, the Program Committee shall be responsible for scheduling a speaker or program of activities.

Article VIII

Conventions

Section 1. (a) No person shall be qualified to serve as a Delegate or Alternate to any convention of the DeKalb Republican party unless, at the time of election, that person is a registered resident elector in the precinct from which elected.

(b) In any convention of the DeKalb Republican Party, should any Delegate be absent, the Delegates from the respective precinct, shall, in caucus, elect from the Alternates from the same precinct the Alternate to replace the absent Delegate, provided that where no Delegate is present to seat the Alternate(s) in attendance, the Convention Chairman shall seat such Alternate(s).

Section 2. (a) At any Convention of the DeKalb Republican Party called for the purpose of

electing Delegates and Alternates to a Congressional District or State Convention, the Delegates representing each District shall, in caucus, nominate such Delegates and

Alternates, and the convention shall accept such Delegates and Alternates.

(b) No person shall be qualified to serve as a Delegate or Alternate to any such convention unless, at the time of election, that person is a registered resident elector of DeKalb County, and further provided that Delegates and Alternates to Congressional District Conventions are registered resident electors of the Congressional District to which elected at the time of election.

(c) The Delegates and Alternates to the Congressional District Convention shall be apportioned by the formula supplied by the Georgia Republican Party in the official call.

Article IX

By-Laws, Rules, Amendments

Section 1. The DeKalb Republican Party and Executive Committee shall make no rules inconsistent with the laws of the United States, the laws of Georgia, or the rules of the Republican Party of Georgia.

Section 2. Except as modified by these rules, the latest edition of Robert's Rules of Order shall govern the proceedings of the Executive Committee and any other deliberative body created herein. Any motion to suspend these rules in any such meeting shall be out of order.

Section 3. Amendment of these rules shall be made only at a County Convention by a majority vote of a quorum present or upon affirmative vote of three fourths (3/4) of the members of the Executive Committee present and voting at the first meeting after the proposed amendment shall have first been read at a meeting of the Executive Committee.

Section 4. These Rules and amendments thereto, shall become effective upon filing a copy of the same, certified by the County Chairman, with the superintendent of DeKalb County. Within thirty days (30) after the adoption of these Rules and amendments thereto, the Chairman shall file a copy with Chairman of the appropriate District and with the Secretary of the State Committee.

Certified as correct and true by the Chairman of the DeKalb Republican Party

Chairmain Frank Auman

Dated March 19, 2011