By Laws

“God grants liberty only to those who love it, and are always ready to guard and defend it.”
Daniel Webster, 1834

The foundation of Grassroots America – We the People is based upon the Judeo-Christian Founding Principles of this nation and the freedom and protection of individual rights as guaranteed to citizens by the United States Constitution. We believe the principles of individual freedom, personal responsibility, limited government, rule of law, free enterprise, virtuous citizenship, and economic opportunity for all citizens – regardless of race, creed, or color – are best suited to preserve our nation as it was founded. It is the return to these principles and ideals that we seek at every level of government.

Our members will fulfill their duties and responsibilities as citizens by actively participating in the democratic process and by holding elected officials – at all levels of government – accountable to the Founding Principles of our Framers as defined in the Declaration of Independence, the United States Constitution, and the accompanying Bill of Rights.

We will advance our ideals in Smith County, Texas, by organizing at the voting precinct level. We will identify those who support the conservative ideals outlined in this Preamble, ensure they are registered to vote, and work to turn out each and every conservative voter in every election.

Furthermore, GAWTP will work to (1) educate fellow citizens in the Founding Principles and the structure of government at all levels; (2) develop sound, commonsense public policy; (3) keep fellow citizens informed; (4) build coalitions around issues of shared concern; (5) encourage all citizens to take active roles in our society through public debate, community leadership, and candidacies for public office; and (6) assist fellow conservatives across Texas and the United States to duplicate the conservative GAWTP model.

ARTICLE I

The name of this association shall be Grassroots America – We the People, hereinafter identified in this instrument as “GAWTP.” The General Purpose Political Action Committee is registered with the State of Texas and with the Internal Revenue Service as “Grassroots America – We the People PAC” (GAWTP PAC).

ARTICLE II

The principal location of GAWTP shall be in Tyler, Texas. Future headquarters and business offices shall be located in a city where the Board of Directors deem advisable.

ARTICLE III

MISSION AND PURPOSES

Section 1. The primary mission of GAWTP shall be to limit the size and scope of government, taxes, and regulation based on the Founding Principles of the United States of America as described in the Declaration of Independence, the United States Constitution, and the Bill of Rights. Through education, research, precinct organization, testimony, lobbying, and necessary legal action, GAWTP will diligently work to steer the United States of America away from its steady march toward progressive, statist, socialist enslavement of the People. Our government – including both parties — has long set upon a course that will ultimately destroy the hope, opportunity, and freedom for which our Framers and military veterans fought and died. GAWTP believes it is the urgent responsibility of We the People to unite, stand up, and build a line of defense against the destruction of our country. We will boldly declare our principles and stand ready to debate and defend Liberty in the public square.

Section 2. GAWTP will organize at the voting precinct level. In each precinct, we will identify leadership and organize teams to canvass the precinct to identify those citizens who share our conservative principles. We will ensure they are registered to vote and will work to turn out every single conservative voter in every election.

We will organize local Watchdog groups to study the revenues, expenditures, policies, and procedures of the taxing entities of the Smith County area. We will expand Watchdog groups as citizens show interest in specific local taxing entities and exhibit a willingness to faithfully attend public meetings and become educated in the workings of the elected and appointed authorities.
Section 3. GAWTP will promote, maintain, and conduct any other projects or activities in which a NOT FOR PROFIT, POLITICAL corporation may legally engage, and/or as may be authorized by this body corporate, according to its mission and bylaws, as they now stand and/or as they may be hereinafter amended.

Section 4. GAWTP is not for pecuniary profit and shall not declare dividends. No part of the dues, fees, or assessments or other monies collected by GAWTP shall inure to the benefit of any member of GAWTP; however, GAWTP is not prohibited from the purchase of goods and services from business supporters of GAWTP if such purchases have been approved by the Board and are deemed necessary to further the mission of GAWTP. The Board of Directors of GAWTP will require: 1) written statements of full disclosure for any purchase from a business supporter who serves in GAWTP leadership (board member or committee chair), and 2) three competitive quotes for any purchase over $200, except in the case of a sole source opportunity for procurement. The Board of Directors shall determine “best value” for all purchases.

Section 5. Upon dissolution of GAWTP, any unexpended funds on hand at the time shall be distributed to conservative and/or charitable organization(s) whose core values match those of GAWTP. The recipient organizations shall be selected by a majority vote of a quorum of the Board of Directors of GAWTP.

ARTICLE IV

Section 1. Membership qualifications. Any United States citizen or legal resident who supports the values, mission, and purpose outlined in the aforementioned Preamble and Article III of these by-laws may be a regular member of Grassroots America – We the People.

Should a member publicly communicate or display actions and beliefs which are contrary to these foundational values, mission, and purpose of GAWTP, the Board of Directors of GAWTP shall present to that member an opportunity to discuss the contradicting position with the Board. If unable to satisfactorily resolve the situation, the Board reserves the right to terminate membership. {See Article IV, Section 4.}

Section 2. Resignations. A member may resign membership at any time and will be immediately removed from the GAWTP communication directory. The Board of Directors of GAWTP will always present an opportunity for a hearing to any member(s) who present a written statement of grievance(s). All hearings will be orderly and adhere to the basics of decorum as outlined in Roberts’s Rules of Order. The dues of a resigning member are not refundable in whole or in part.

Section 3. Dues. Annual membership dues shall be used to accomplish the mission and purpose of GAWTP. Additional funds for specific PAC activity will be raised for each specific, clearly designated purpose as allowed by the PAC rules of the Texas Ethics Commission and under the Internal Revenue Service 527 code for political action.

The financial records of GAWTP will be available to GAWTP members upon request; regular financial reports will be made to the membership.

Annual membership dues are available at the four levels of support seen below. Members are asked to renew membership annually at the level they are best able to afford. The Board of Directors of GAWTP is committed to the highest standards of good stewardship, and will at all times be diligent to obtain the very best value for dollars spent.

« Patriot: $25; Patriotic Couple (husband & wife): $40; Patriotic Family: $50
« Freedom-fighter: $100
« Framer: $500+
« Founder: $1,000+
« Lifetime Member: $5,000+

After the initial membership enrollment of 2009, all subsequent annual membership
renewals shall be due on Independence Day – July 4th – to symbolize our love of
country and dedication to Liberty.

Dues shall not be pro-rated, but shall be paid in full for the fiscal year term of membership, regardless of when, during such term, membership may commence. Dues are non-refundable.

Membership information is for the exclusive use of GAWTP. Our members will receive
regular insider updates and late-breaking news on all GAWTP events and activities,
including special committee projects, local government watchdog reports, candidate
forums, ballot measures, campaigns, and coordinated grassroots efforts to return to
limited, Constitutional government.

Section 4. Non-payment of dues. In the event the dues of a member are not paid
before expiration of sixty (60) days after the due date (July 4th of each year), and the member shall further neglect or refuse to pay within thirty (30) more days, such omissions shall constitute suspension of all rights and privileges of membership and the member shall be dropped from the rolls of GAWTP.

Section 5. Termination of membership for cause. Any member may be suspended or membership terminated for cause (Article IV, Section 1) in addition to the non-payment of dues as provided in Article IV, Section 4. Cause for suspension or termination includes violation of the Mission and Purposes of GAWTP as set forth in Article III. Suspension and/or termination require a two-thirds vote by the Board. A statement of the violation shall be sent by registered mail to the last known address of the member. The member shall be given an opportunity to appear in person at a meeting of the Board of Directors for a hearing prior to suspension or termination.

Section 6. Change of membership dues. The dues for GAWTP membership shall be set in an amount determined by the Board of Directors. Any recommended changes in dues subsequent to the initial amounts set by the Board in August 2009 shall be reviewed by the Board. After deliberation, the Board shall take a vote on the recommended changes; a two-thirds majority vote of all Board members is required to produce a resolution to be sent to the general membership for ratification of all dues changes. A two-thirds majority vote of all members in good standing and present at the annual general membership meeting – to be held at a designated time within the first two weeks in July – will be necessary for ratification of all dues resolutions from the Board.

ARTICLE V

OFFICERS, DIRECTORS, AND COMMITTEES

Section 1. The Officers. The officers of GAWTP shall be President, First Vice-President, Second Vice-President, Treasurer, and Secretary. The Officers shall comprise the Executive Committee and shall be members of the Board of Directors.

Section 2. The President. The President shall be the chief executive officer of GAWTP. He/she shall be specifically responsible for the enforcement of the rules, regulations, and bylaws of GAWTP. He/she shall be generally responsible for the administration of GAWTP and for the execution of the decisions, orders, and policy determinations of the Board of Directors. The President may delegate to the First and Second Vice-Presidents such authorities and functions of his/her office as the Board of Directors may approve; however, this delegation of specific authorities and functions shall not abrogate the high standards of conduct and accountability expected of the President. The President shall preside at the annual general membership meeting and during special-called membership meetings. The President shall preside at meetings of the Executive Committee and Board of Directors.

Section 3. The First and Second Vice-Presidents. During the absence or disability of the President, the First Vice-President shall exercise all powers and discharge all duties of the President until the latter shall return, or his/her successor shall be chosen and qualified. In addition, the First Vice-President shall organize the agenda for and preside over the weekly Call to Action lunch meetings and shall perform such other duties as may be assigned by the Board of Directors.

The Second Vice-President shall exercise all powers and discharge all duties of the First Vice-President during the absence or disability of same. The Second Vice-President shall perform such other duties as may be enumerated and assigned by the Board of Directors. [Note: On September 8, 2009, the GAWPT Board of Directors voted to designate the Second Vice-President as the GAWTP Executive Director (administrative officer). At this time, the Executive Director is a volunteer position and does not require a lobbyist designation re Section 6 below.]

Section 4. The Treasurer. The board Treasurer shall have general supervision over the finances of GAWTP, shall direct changes of importance in accounting methods, and is authorized to countersign checks, when supported by necessary documents, for such expenditures as are allowable under the annual budget of GAWTP. The Treasurer shall make reports to the Board of Directors each month and to the general membership when directed by the Board. The Executive Committee Treasurer position is separate and apart from the contractual PAC Treasurer/CPA position. The Treasurer is expected to work closely with the PAC Treasurer/CPA to ensure accuracy and the timely filing of reports as required by law.

Section 5. The Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors, the Executive Committee, the annual general membership meeting, and any specially-called general membership meetings. The Secretary is responsible for assuring notification to the membership of all called general membership meetings (does not include weekly Call to Action lunch meetings).

Section 6. Board of Directors. The Board of Directors shall be the primary governing body of GAWTP and shall direct the business of GAWTP as provided by law, by the Certificate of Incorporation, and by these bylaws. It shall have the plenary power in all matters affecting the welfare of GAWTP. The Board shall have the authority to employ an administrative officer, hereinafter called the Executive Director; however, the Board must first have consulted the PAC/527 Treasurer to determine if the hiring of an Executive Director will require GAWTP to file as a lobbyist group with the State of Texas. The Executive Director shall work with the Board to develop the annual budget and business plan goals and shall attend all meetings of GAWTP and shall perform any duties assigned by the Board.

Section 7. Executive Committee. The President, First and Second Vice-Presidents, Secretary, and Treasurer shall automatically constitute the Executive Committee. The Executive Committee shall assist the Executive Director and Committee Chairs to interpret the instructions and directives of the Board of Directors. The Executive Committee shall act in an emergency for the Board of Directors only until such time as the Board can meet and act.

Section 8. Committees. All Committee chairs shall be appointed by a majority vote of the Board of Directors. The Board shall create committees as needed to facilitate the purpose and objectives of GAWTP. Committee activities will be orderly, well-planned, coordinated across the organization, mission-driven and will carry a consistent message; therefore, all Committees must present written plans and programs to the Board for approval. All plans, reports, and statements to the membership, the public, and the media must have prior approval by the Board of Directors unless they are presented by an official GAWTP spokesperson(s) previously designated by the Board.

ARTICLE VI

ELECTION OF OFFICERS AND DIRECTORS

Section 1. Election of Directors: Process, Number, Eligibility. In order to properly conduct the business of GAWTP in a timely manner, a sufficient number of Directors-at-Large shall be elected to the Board of Directors. The Board shall at all times be maintained by a minimum of seven (7) and a maximum of eleven (11) members. The initial Board of GAWTP shall be appointed by the Chair, who is free to consult with other GAWTP members regarding leadership appointments.

Subsequent Board Member nominations shall be submitted by the Nominating Committee, which shall be appointed annually by the Executive Committee. The Nominating Committee shall present nominees for election at the annual general membership meeting.

Effective Board Membership requires Wisdom, Willingness, and Work. Any member in good standing who demonstrates devotion to the mission and purpose of GAWTP and whose past actions demonstrate the ability to employ good judgment, decisiveness, and courage in decision-making is eligible for nomination.

Before the vote is called at the annual meeting, all nominees shall stand to present themselves to the membership and shall describe why they desire to serve on the Board of Directors of GAWTP.

Section 2. Term of Office for Directors. The term for directors is three (3) years and shall be staggered to elect one-third (1/3) each year to fill expiring vacancies.

Vacancies in the Board of Directors shall be filled by appointment by a majority vote of the remaining Board Members at a meeting called by the Chair within fifteen (15) days following the onset of said vacancy. Board Members so appointed shall serve the remaining term of the vacated board position, and if serving out a term which is less than one year, shall be eligible for consideration by the Nominating Committee as a candidate for a full term on the Board.

Board Members are expected to attend all board meetings and to actively support the GAWTP mission by attending special meetings of local governmental agencies, GAWTP functions, and committee planning meetings when called upon to do so. For long-term growth and success of GAWTP, Board Members should act as mentors and encourage leadership development among the general membership.

Section 3. Election of Officers. The Board of Directors shall by a majority vote, elect the President, First Vice-President, Second Vice-President, Treasurer, and Secretary from the ranks of the Board of Directors. To be eligible for officer status, one must have served as a Director for at least one year. All Officers shall hold office for one (1) year or until their successors are elected and installed.

Section 4. Voting process. Proxy votes shall not be valid for any GAWTP elections; however, the Board and Executive Committee may transact business by mail, e-mail, fax, or any other communication medium they deem appropriate.

ARTICLE VII

Section 1. Governing Body. The Board of Directors shall constitute the governing body of GAWTP and is vested with full power and authority to put into effect the rules, resolutions, and decisions of GAWTP, and with such other powers as may be set forth in these by-laws.

Section 2. Meetings of the Board. The Board of Directors shall hold a regular monthly meeting at a time and place communicated by the Chair. [Note: Due to Texas Ethics Commission rules governing PACs, the Board shall not meet on private property owned by a corporation. The Board may meet on public property or privately held “public” property, such as a restaurant, provided that such an entity does not specially waive any use fees for the Board.] The Board may hold such other meetings as it may deem necessary to advance the cause of GAWTP. A simple majority of the Board present shall constitute a quorum of the Board of Directors for the transaction of business at any of its meetings except for otherwise provided.

The Board of Directors reserves the right to meet via teleconference and/or to reach consensus by e-mail vote to the Board Secretary should a particular action or decision be time-sensitive or deemed necessary by the Chair. A reply by a simple majority of the Board – by the deadline set forth in such communications — shall constitute a quorum of the Board of Directors for the transaction of such business.

Section 3. Board Agendas. Directors should make every effort to submit any urgent agenda items in writing to the Chair at least forty-eight (48) hours prior to the board meeting. The Chair or the Secretary shall e-mail the agenda to the Directors at least one day before a called Board meeting in order to give the Directors time to thoughtfully consider agenda items. Any member of GAWTP may present a written request for Board consideration of a topic. The Executive Committee shall determine whether or not the topic rises to a level that a special called Board meeting is required; if not, the submitted item will be placed on the next Board meeting agenda.

Section 4. Budget. The Board of Directors shall, with the assistance of the Treasurer, prepare and adopt a budget, allocating specific amounts to various standing programs, non-PAC committees, and general operating expenses of GAWTP. The budget shall be based upon a realistic estimate of needs and a conservative estimate of anticipated receipts. The Board of Directors shall not deficit-spend. If a need arises, which costs more than funds in reserve (unallocated), the Board shall present and describe same to the membership for approval and ask for donations to cover the need.

PAC projects will be funded via special fundraising efforts. These projects will be campaign-oriented for ballot measures and candidates or will be support/opposition to pending legislation; therefore, each project will be reviewed by the Board, cost estimates made for the actions required, and a subsequent budget prepared to be presented to the GAWTP membership. A Finance Committee shall be appointed by the Board of Directors to raise the required funds. The Finance Committee, the Board of Directors, and the PAC Project Steering Committee shall at all times follow the guidance of the PAC Treasurer and the rules as set forth by the Texas Ethics Commission and the Internal Revenue Service.

ARTICLE VIII

Section 1. Weekly Call to Action Meetings. GAWTP will continue to hold Friday Call to Action lunch meetings as long as attendance is strong, a suitable meeting site is available on privately-held (non-corporate) property, or GAWTP has the funds available to rent a site. [Note: Under Texas Ethics Commission rules, GAWTP cannot accept monetary donations to rent a site or an in-kind donation of a meeting site from any corporation.]

Section 2. Annual Membership Meetings. An annual membership meeting shall take place within the first two weeks of July, and the Board shall give special consideration to schedule the annual meeting as close to Independence Day as possible in order to unite in humble thankfulness to God and to symbolize our love of Country, our dedication to Liberty, and to acknowledge our debt to those who sacrificed all to make us free.

Notice of the Annual Meeting shall be e-mailed to each member in the GAWTP e-mail directory at least seven (7) days prior to the date of said meeting; any members who are not in the e-mail directory shall be mailed a notice by the Secretary at least seven (7) days before the meeting.

The primary purpose of the Annual Membership Meeting shall be the election of Directors. (See Article VI, Section 1.) Membership will also be given a progress report on key GAWTP initiatives and upcoming projects in a State of the Grassroots presentation to be given by designees of the Board of Directors.

Section 3. Special Meetings. Special meetings of the members of GAWTP may be called by a majority vote of the Board of Directors at any time. Notice of special meetings shall be made as outlined in Article VII, Section 2. It shall be the duty of the Board of Directors to call a special meeting of the membership upon written request of at least 15% of the active (dues paid) members of GAWTP.

Section 4. Quorum. A quorum at all membership meetings shall be 15% of all members in good standing from the official roles of the Secretary.

Section 5. Postponement. The Board shall have the power to postpone an annual meeting if such action is deemed to be in the best interest of GAWTP.

Section 6. Meetings of the Board of Directors and Executive Committee. The Board of Directors shall hold a regular monthly meeting at a time and place communicated by the Chair. (See Article VII, Section 2.) Additional Board meetings may be held as deemed necessary by the Board of Directors or by a majority vote of the Executive Committee. Executive Committee meetings may be called by the request of any two (2) members of the Executive Committee. Three (3) members of the Executive Committee shall constitute a quorum.

ARTICLE IX

AMENDMENTS & PROCEDURES

Section 1. These bylaws may be amended, repealed, or altered, in whole or in part, by a vote of a quorum of the board of directors. The Secretary shall notify the membership of any significant change in the by-laws.

Section 2. The most current edition of Roberts Rules of Order shall govern all business and parliamentary procedures.