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The Massachusetts State Committee Bylaws
           MASSACHUSETTS REPUBLICAN STATE COMMITTEE
                             BY-LAWS


PREAMBLE ...............................................   iv

I.     MEMBERS ........................................     1

       1.   Regular Members ...........................     1
              a. Qualifications .......................     1
              b. Term of Office .......................     1
       2.   Associate Members .........................     1
              a. Qualifications .......................     1
              b. Ex-Officio ...........................     1
              c. Term of Office .......................     2
       3.   Honorary Members ..........................     2
       4.   Vacancies .................................     2
              a. Notice ...............................     2
              b. Time .................................     2
              c. Caucus Procedure .....................     2
              d. Ratification .........................     3

II.    DUTIES OF MEMBERS ..............................     3

       1.   Regular Members ...........................     3
       2.   Associate Members .........................     3
       3.   Political Activity of Members .............     3
       4.   Local Committee Operations ................     4
              a. Organization .........................     4
              b. Operations ...........................     4
              c. Oversight ............................     5
                  (i)   Meetings ......................     5
                  (ii)  Membership ....................     5
                  (iii) Local Chairmen ................     6
       5.   Performance Incentives ....................     6

III.   OFFICERS .......................................     7

       1.   Officers Defined ..........................     7
       2.   Election ..................................     7   
              a. Procedure ............................     7
              b. Term of Office .......................     7
       3.   Removal ...................................     8
              a. Procedure ............................     8
              b. Notice ...............................     8
              c. Candidacy of Chairman ................     8
       4.   Vacancies .................................     8
       5.   National Committee Members ................     8
       6.   Appointed Officers ........................     9
              a. General Counsel ......................     9
              b. Parliamentarian ......................     9
              c. Sergeant-at-Arms .....................     9

                                i                         8-1-94

IV.    DUTIES OF OFFICERS .............................     9

       1.   Chairman ..................................     9
       2.   Vice Chairman .............................    10
       3.   Secretary .................................    11
       4.   Assistant Secretary .......................    11
       5.   Treasurer .................................    11
       6.   Assistant Treasurer .......................    12
       7.   Republican Primaries ......................    12
       8.   Prohibition on the Use of Official 
            Stationery ................................    12

V.     STATE COMMITTEE MEETINGS .......................    12

       1.   Organization ..............................    12
       2.   Meetings ..................................    13
       3.   Call of Meeting ...........................    13
              a. Notice ...............................    13
              b. Petition .............................    13
              c. Request for Special Meeting ..........    13
       4.   Quorum ....................................    14
       5.   Participation .............................    14
       6.   Voting ....................................    14
       7.   Parliamentary Authority ...................    14
      
VI.    STANDING COMMITTEES ............................    14

       1.   Appointment ...............................    14
       2.   Executive Committee .......................    15
              a. Membership ...........................    15
              b. Advisory Committee ...................    15
              c. Duties ...............................    16
              d. Voting ...............................    16
              e. Campaign Finance .....................    16
       3.   Budget Committee ..........................    16
              a. Membership ...........................    16
              b. Duties ...............................    16
       4.   Candidates Committee ......................    17
              a. Membership ...........................    17
              b. Duties ...............................    17
       5.   Finance Committee .........................    17
              a. Membership ...........................    17
              b. Duties ...............................    17
              c. Subcommittees ........................    18
       6.   Issues Committee ..........................    18
              a. Membership ...........................    18
              b. Duties ...............................    19
       7.   Public Relations Committee ................    18
              a. Membership ...........................    18
              b. Duties ...............................    19



                                ii                        8-1-94  
          
       8.   Registration and Membership Committee .....    19
              a. Membership ...........................    19
              b. Duties ...............................    19
       9.   By-Laws Committee .........................    19
              a. Membership ...........................    19
              b. Duties ...............................    19
       10.  Committee Meeting Procedure ...............    19
       11.  Committee Reports .........................    20

VII.   REGIONAL ORGANIZATION ..........................    20

       1.   State Committee Regions ...................    20
       2.   Regional Organization .....................    21
              a. Regional Chairman ....................    21
              b. Regional Committee ...................    22
                  (i)   Membership ....................    22
                  (ii)  Meetings ......................    22
                  (iii) Purpose .......................    22
                  (iv)  Standing Committees ...........    22

VIII.  REPUBLICAN CHARTERED ORGANIZATIONS .............    22

       1.   Use of Word "Republican" ..................    22
              a. General Procedure ....................    23
              b. Charters .............................    23
              c. Permits ..............................    24
       2.   Obligations of Chartered and Permitted
            Organizations .............................    24
              a. Membership ...........................    24
              b. Meetings .............................    24
              c. By-Laws ..............................    24
              d. Annual Report ........................    25
       3.   Revocation of Charters and Permits ........    25

IX.    CONVENTIONS ....................................    25

       1.   State Conventions .........................    25
              a. Procedure ............................    25
       2.   National Conventions ......................    26

X.     FISCAL YEAR ....................................    26

XI.    BY-LAWS ........................................    26

       1.   Effective Dates ...........................    26
       2.   Amendment .................................    26

XII.   APPENDIX FORM I ................................    27




                               iii                        8-1-94


                    MASSACHUSETTS REPUBLICAN
                     STATE COMMITTEE BY-LAWS


                            PREAMBLE

   

   
     The Republican Party in Massachusetts shall consist of all
enrolled Republican voters in the Commonwealth of Massachusetts. 
The governing body of the Republican Party in the Commonwealth of
Massachusetts shall be the Massachusetts Republican State Committee
("State Committee").  The State Committee shall establish the
policies of the Party, provide a central headquarters, give
leadership to the city, ward and town committees in electing
Republican candidates to office, raise money for the purposes of
the Party, and seek new members for the Republican Party.

     Consistent with the preamble to the Rules of the National
Republican Party, it is the intent and purpose of the State
Committee to foster the tenets of the Republican Party as stated in
the Platform of the National Republican Party.  The Republican
Party is the Party of the open door. Ours is the Party of equality
of opportunity for all and favoritism for none.  It is the intent
and purpose of these by-laws to encourage the broadest possible
participation of all voters in Republican Party activities at all
levels and to assure that the Republican Party is open, accessible
to all, and answerable ultimately to the people in the true
American tradition.

     It is the further purpose of these by-laws to ensure that the
Republican Party stands for the principle that we are the Party
open to all, we are also the Party of opportunity for all:
opportunity for every one of every race, religion, color, national
origin, age and sex.

     These by-laws provide for full participation with equal
opportunity for men and women, for minorities and heritage groups,
and for all Americans regardless of age or social or economic
status.

     These by-laws mandate that the Republican Party shall be a
state-wide Party, purposeful and strong in all counties, cities,
towns and neighborhoods of the Commonwealth.

     These by-laws maintain the Republican Party as an instrument
for the political realization of the concept of individual liberty
on which our constitutional government is founded.



                                iv                        8-1-94
                            ARTICLE I

                             MEMBERS

Section 1. Regular Members.

(a)     Qualifications:  The Regular Members of the State         
        Committee shall consist of one man and one woman, each an 
        enrolled Republican pursuant to G.L. c. 52, sec. 1, from  
        each senatorial district, who shall be residents thereof, 
        elected at the presidential primary by plurality vote of
        the Republican Party members in the district, and such    
        other members who may be elected to fill a vacancy in     
        accordance with the provisions of Section 4 of Article I.

(b)     Term of Office:  Each Regular Member so elected shall hold
        office for a period of four (4) years from the thirtieth  
        (30th) day after their election, or in accordance with the 
        provisions of Section 4 hereof.

Section 2.  Associate Members.

(a)     Qualifications:  The State Committee may elect Associate
        Members, who shall serve at the pleasure of the State     
        Committee.  The Associate Members of the State Committee  
        shall consist of any person who is, at the time of election 
        by the State Committee, an enrolled Republican in         
        Massachusetts and either a member or an associate member of 
        a local ward, city or town committee, or an elected       
        official.  Associate Members shall be nominated in writing 
        by both members of the State Committee of the senatorial  
        district in which the nominee resides.  Each nomination   
        shall be acted upon promptly by the Executive Committee   
        which shall report its recommendation to the State        
        Committee.

(b)     Ex-Officio:  All former State Committee chairmen, the     
        current Republican leaders of both branches of the General
        Court, any current Republican United States Senator,      
        Congressman, Republican Governor (or designee), a current
        President of the Massachusetts Federation of Republican   
        Women, a current president of the Women's Republican Club
        of Massachusetts, a current chairman of the Black         
        Republican Council, current chairman of the Massachusetts
        Republican Heritage Groups Council, current chairman of the
        Massachusetts Federation of Young Republicans, current 
        chairman of the National Hispanic Assembly if he is a     
        resident of Massachusetts, current chairman of the        
        Massachusetts College Republicans, and any officer of the 
        National Federation of Republican Women residing in       
        Massachusetts, shall automatically be Associate Members.


                                1                         8-1-94
(c)     Term of Office:  The term of office of Associate Members
        shall not extend beyond the term of office of Regular 
        Members.  An Associate Member shall have all the rights
        and duties of a Regular Member except the right to vote.
        In the event an Associate Member ceases to reside in his
        or her senatorial district, such Associate Member shall   
        cease to be an Associate Member at the end of the calendar 
        year in which the change of residence occurred.

Section 3.  Honorary Members.

        The State Committee may elect as an Honorary Member any
Republican Party leader who has given dedicated and distinguished
service to the Republican Party in Massachusetts.  An Honorary
Member shall have all the rights and privileges of a Regular Member
except the right to vote.  The term of office of Honorary Member
shall not extend beyond the term of office of Regular Members.

Section 4.  Vacancies.

        When a Regular Member position is vacant by virtue of no
member having been elected, or when a Regular Member dies, resigns,
changes party registration, is no longer an inhabitant of his or
her senatorial district, or is otherwise no longer a Regular
Member, the Chairman shall take appropriate steps to verify the
existence of a vacancy.  Upon determination that a vacancy exists,
the Chairman shall expeditiously fill the vacancy as follows,
unless presidential primary elections are to occur within ninety
(90) days:

(a)      Notice:  The Chairman or his designee shall mail a written
        notice of vacancy to each ward and town committee member in 
        the senatorial district in which the vacancy exists within 
        ten (10) days after verification of such vacancy.  Said   
        notice shall state that a vacancy exists for the State
        Committee man or woman in that district, and identify the
        location, time and date for a caucus to fill the vacancy.

(b)     Time:  The caucus to fill the vacancy shall be held no
        earlier than fifteen (15) days, and no later than forty-  
        five (45) days, after the notice of vacancy is mailed to
        ward and town committee members.

(c)     Caucus Procedure:  The Chairman of the State Committee, or
        a Regular Member designated by him, shall conduct the     
        caucus.  A quorum shall consist of twenty-five (25)       
        persons, or 20% of the total membership of the organized  
        ward and town committees in the district, whichever is    
        smaller.  In the event of a failure of a quorum, a call to 
        a second caucus shall be issued, to be held within thirty 
        (30) days after the first caucus.  If a second caucus fails 
     
   
                                2                         8-1-94  
        to produce a quorum, the State Committee may, at its next
        meeting, elect a person to fill the vacancy.  In conducting
        the caucus, the nominations shall be made and seconded for
        each caucus candidate.  After nominations are closed, each
        nominee shall be given an opportunity to address the caucus 
        for at least one (1) minute.  At the conclusion of        
        candidate presentations, a vote shall be taken by secret
        ballot.  Only ward and town committee members present are 
        eligible to vote; the list of ward and town committee     
        members filed with the State Secretary's Office pursuant
        to G.L. c. 52, sec. 5 shall be conclusive in determining
        eligibility to vote.  The candidate who receives the 
        plurality vote shall be declared the caucus winner.

(d)      Ratification:  The result of the caucus shall be announced
        at the next meeting of the State Committee. If satisfied
        with the procedure of the caucus, the State Committee shall
        ratify the election of the caucus winner.


                           ARTICLE II

                        DUTIES OF MEMBERS

Section 1.  Regular Members.  

        The Regular Members of the State Committee shall be the 
legislative branch of the Massachusetts Republican Party.  The
Regular Members shall have the power to elect and remove the
officers and Executive Committee of the State Committee in
accordance with these by-laws, to set policy for the Republican
Party in Massachusetts, to serve as members on standing and special
committees of the State Committee as may be designated by the State
Chairman or Regional Chairman, to review, oversee and approve the
budget of the State Committee, to adopt rules or resolutions
consistent with these by-laws pursuant to G.L. c. 52, sec. 10, to
further the interest of the Republican Party, and to represent all
enrolled Republicans, and ward, town and city committees, in the
senatorial district from which they are elected.
 
Section 2.  Associate Members.

        Each Associate Member of the State Committee shall make
himself available to work with and assist the Regular Members to
perform their duties for the benefit of the Republican Party in
Massachusetts, as may be assigned to him by the State Chairman or
Regional Chairman or by either Regular Member from his district.

Section 3.  Political Activity of Members.

        No Regular or Associate Member of the State Committee, nor 


                                3                         8-1-94
a member of a ward or town committee, shall in any way serve the
interests of any political party or sponsor or endorse any
candidate of a political party other than the Republican Party in
connection with any partisan election or primary in which there is
a Republican candidate.  Failure of a Regular or Associate Member
of the State Committee or of a ward or town committee to comply
with the foregoing standard shall subject each person to such
sanctions as may be imposed by the Committee involved, which may
lead to a request for the resignation of that Regular or Associate
Member.

Section 4.  Local Committee Operations.

(a)     Organization:  Regular Members shall be responsible for
        organizing all the city, ward and town committees ("local
        committees") in their district.  For the purpose of this
        section, a list of local committee members' names and 
        addresses filed with the State Secretary's Office, pursuant
        to G.L. c. 52, sec. 5, shall be conclusive for determining
        whether a local committee is organized.

(b)     Operations:  The Regular Members of a district are        
        individually responsible for advising and assisting the   
        local committees in their district.  Each Regular Member,
        or Associate Member as directed by either Regular Member or 
        by the Regional Chairman, shall periodically attend       
        meetings of the local committees in their district.  The
        State Chairman shall have jurisdiction over all disputes 
        regarding local committee operations, and his decision    
        shall be binding on all parties.  Regular and Associate   
        Members shall work with State Committee personnel to 
        assure local committee activity in:

        (i)     recruiting candidates for partisan and non-       
                partisan local, county and state public office;

        (ii)    acting as a standing campaign committee to assist
                Republican candidates for partisan and non-partisan
                local, county and state public office;

        (iii)   raising funds at the local level to further local
                committee efforts and to aid Republican candidates;

        (iv)    identifying newly-registered Republicans at the   
                local level and soliciting their participation in
                the local committee;

        (v)      organizing registration drives and getting out the
                vote;

        (vi)    providing local newspapers with favorable news    
                releases and letters to the editor;

                                4                         8-1-94 
        (vii)   organizing meetings, rallies, seminars and social
                events;

        (viii)  assuring the preparation and adoption of local
                committee by-laws consistent with these by-laws;

        (ix)    such other matters as may be determined by the
                State Chairman or his designee.

(c)     Oversight:  The Regular Members shall individually have
        oversight, together with the Regional Chairman, of all    
        local committees in their district as follows.  Nothing
        in this section shall limit the power of the State Chairman
        regarding operation of local committees.  Neither the State
        Chairman, the Regional Chairman nor any member or employee 
        of the State Committee shall have any control over        
        contributions by any local committee to any candidate or to 
        any other political committee.  For campaign finance      
        purposes, each local committee is independent, and shall  
        not be maintained, financed or controlled by the State
        Committee in any way with respect to campaign and political
        finance.

        (i)     Meetings:  Each local committee shall furnish     
                reasonable written notice of its regular meetings
                to its full membership and to the state           
                committeeman and state committeewoman of its
                district.  In the event that a local committee    
                fails to meet within a three (3) month period,
                either Regular Member of the district shall so
                report to the Regional Chairman.  The Regional
                Chairman and either Regular Member of the district
                may then jointly issue a notice of special meeting
                to all members of the local committee, and shall
                jointly preside over that meeting, to assure that
                the local committee is properly organized or      
                appropriately active.  For the purpose of this    
                section, a local committee shall be deemed to have
                met only if both Regular Members and the State    
                Chairman receive advance notice of the meeting from
                the local committee.  The State Chairman shall have
                independent power to call a special meeting of any
                local committee upon notice to its members and to
                the Regional Chairman and Regular Members in whose
                district the committee is located.

        (ii)    Membership:  Regular Members are individually 
                responsible for assuring that no local committee
                membership positions are vacant.  In the event that 
                five (5) or more local committee membership       
                positions are vacant for more than three (3)      
                

                                5                         8-1-94  
                months, either Regular Member or the Regional     
                Chairman may then notify the local committee 
                chairman to fill the vacancies.  Both Regular     
                Members and the Regional Chairman shall receive
                an advance copy of the notice to the local        
                committee chairman.  In the event that five (5)
                or more vacancies exist on the local committee
                three (3) months after such notice, the Regional
                Chairman or either Regular Member may appoint 
                members to fill such vacancies, and shall notify  
                the State Committee and State Secretary's Office 
                of such appointments pursuant to G.L. c. 52, sec. 
                5.  The State Chairman shall have jurisdiction
                over any disputes arising under this section, and
                his decision shall be binding on all parties.

        (iii)   Local Chairmen:  In the event that (a) a local
                committee chairman fails to call a meeting
                within a three (3) month period, or (b) if a
                local committee fails to organize in a timely
                basis, or (c) if a local committee endorses a
                non-Republican in a partisan election, or (d)
                if good cause exists as determined by a majority
                of the Regional Committee in which the local
                committee is located; the Regional Chairman and
                either Regular Member may jointly act as ex-officio
                moderators of the local committee for such time as
                they deem necessary.  Nothing in this section shall
                limit the power of the State Chairman to call a
                special meeting of a local committee, at which the
                State Chairman or his designee shall act as ex-   
                officio moderator of the local committee.  Any 
                local committee or local committee chairman       
                aggrieved by such receivership may appeal to
                the State Chairman, whose decision shall be
                binding on all parties.

Section 5.  Performance Incentives.

        The Regular and Associate Members and local committees may
be encouraged to advance the interests of the Republican Party in
their districts by a system of periodic assessment of district
achievements, with rewards for Members or committees in districts
which further the interests of the Party in the Commonwealth.  The
Executive Committee may establish and periodically revise such
system by majority vote.  Nothing in this section shall prevent the
State Chairman or Regional Chairman from creating additional
incentives or achievement criteria and rewards.





                                6                         8-1-94
                           ARTICLE III

                            OFFICERS

Section 1.  Officers Defined.

        The officers of the State Committee shall consist of a
Chairman, Vice Chairman, Treasurer, Assistant Treasurer, Secretary,
Assistant Secretary, National Committeeman, National Committeewoman
and any other officers as the State Committee may elect.  The
Chairman, National Committeeman and National Committeewoman may be,
but need not be, Regular Members.  The Vice Chairman, Treasurer,
Assistant Treasurer, Secretary and Assistant Secretary shall be
Regular Members.  No person shall concurrently hold more than one
(1) officer's position on the State Committee.  

Section 2.  Election.

(a)     Procedure:  All officers of the State Committee, except   
        the Chairman, shall be elected separately, by secret      
        ballot, by the Regular Members present and voting at the  
        organizational meeting of the State Committee, or at a    
        meeting called to fill a vacancy of an officer's position. 
        Only Regular Members may place in nomination the names of
        candidates for office.  The Chairman shall be elected, by 
        secret ballot, at the January meeting following each      
        November election, and his continued term of office shall 
        be ratified upon approval by the successor State Committee 
        of this section at the organizational meeting of the      
        successor State Committee.  The election to each office   
        shall be by majority vote.  If no candidate receives a    
        majority on any round of voting, the "low man out" rule   
        shall prevail, and voting shall continue until one (1)    
        candidate receives a majority vote, and is thereby elected. 
        There shall be no nominating committee appointed in       
        connection with the election of officers of the State     
        Committee; all nominations shall be made only from the    
        floor.

(b)     Term of Office:  All officers, except the Chairman, shall 
        be elected for a four (4) year term from the date of their 
        election, and shall hold office until their successors are 
        elected.  The Chairman shall be elected for a two (2) year 
        term from the date of his election, and shall hold office 
        until his successor is elected.  The term of office of any 
        officer shall not in any event extend beyond the term of  
        office of Regular Members, except that the continued term 
        of the Chairman may be ratified in accordance with section 
        2 of this Article.




                                7                         8-1-94
Section 3.  Removal.

(a)     Procedure:  Any officer, with the exception of the        
        Chairman, National Committeeman and National              
        Committeewoman, may be removed without cause by a majority 
        vote of the Regular Members present and voting. The       
        Chairman may be removed without cause by a two-thirds (2/3) 
        vote of the Regular Members present and voting.  The      
        National Committeeman and National Committeewoman may be  
        removed consistent with the rules of the National         
        Republican Party.

(b)     Notice:  The notice for any meeting at which an officer   
        may be removed shall state the officer's name, title and  
        give notice of the removal vote; failure to give such     
        notice shall nullify any removal vote taken at that       
        meeting.  No officer shall be removed without first being 
        given the opportunity to address the State Committee prior 
        to the removal vote.

(c)     Candidacy of Chairman:  The declaration by the Chairman
        of his own candidacy for any state-wide or federal public 
        office shall constitute an automatic resignation from
        office by the Chairman.

Section 4.  Vacancies.

        If any office listed in Section 1 becomes vacant for any
reason, such office shall be filled within sixty (60) days at a
meeting of the State Committee, and such purpose shall be included
in the notice of the meeting.  Successor officers shall be elected
in the same manner as provided in Section 2(a).  The Vice Chairman,
Assistant Treasurer or Assistant Secretary shall not automatically
fill any vacant office of the Chairman, Treasurer or Secretary,
respectively, but shall exercise the duties and powers described in
Article IV until the successor officer is elected.

Section 5.  National Committee Members.

        The National Committeeman and National Committeewoman shall
be nominated by the newly-elected State Committee in the
presidential election year prior to the National Convention,
consistent with the rules of the National Republican Party.  The
procedure for nomination shall be the same as that provided for
election of officers in Section 2, Article III.  The State
Committee shall notify the Chairman of the Massachusetts
delegation, and each delegate, of the State Committee's nominees
for National Committeeman and National Committeewoman, and the
delegation shall be instructed to place said nominees before the
National Convention for election without revision or substitution.




                                8                         8-1-94
Section 6.  Appointed Officers.

        The Chairman shall appoint each of the following appointed
officers.  Each appointed officer shall be an enrolled member of
the Republican Party residing in the Commonwealth of Massachusetts.
                                
(a)      General Counsel:  The General Counsel shall be a member of 
        the Massachusetts Bar, and shall provide legal advice and 
        representation to the State Committee.  The General Counsel 
        shall attend such meetings of the State Committee and     
        Executive Committee as requested by the Chairman or his
        designee.  The General Counsel shall not receive          
        compensation, except under the terms and conditions of    
        employment as may be determined by the Executive Committee. 
        The General Counsel may appoint, subject to approval of the 
        Chairman, Deputy General Counsel, Associate General Counsel 
        and Assistant General Counsel as he deems necessary to    
        assist him in the performance of his duties.

(b)     Parliamentarian:  The Parliamentarian shall attend all    
        regular and special meetings of the State Committee, and  
        advise the officers and Regular Members with respect to   
        parliamentary procedure. The Parliamentarian shall act as 
        the final arbiter, subject to appeal to the State         
        Committee, of all matters regarding compliance with proper 
        parliamentary procedure and with these by-laws.

(c)     Sergeant-at-Arms:  The Sergeant-at-Arms shall be          
        responsible for assuring order at all regular and special 
        meetings of the State Committee and at the State          
        Convention, shall assure that only Regular Members vote on 
        State Committee matters, shall assist in counting standing 
        votes of the State Committee and shall otherwise maintain 
        order to the extent allowed by law.  The Sergeant-at-Arms 
        shall have the authority, subject to approval of the
        Chairman, to appoint Deputy Sergeants-at-Arms as may be   
        necessary to assure the orderly conduct of regular and    
        special meetings.

                           ARTICLE IV

                       DUTIES OF OFFICERS

Section 1.  Chairman.

        The Chairman of the State Committee shall be the Chief
Executive Officer of the State Committee and shall have general
supervision of all its work.  The Chairman, or his designee, has
the exclusive authority to appear before the General Court or its
committees to represent the State Committee or state its position. 



                                9                         8-1-94  
He shall call meetings of the State Committee at least quarterly
and shall preside at all such meetings.  The Chairman shall be a
voting member of all standing and special committees.  The Chairman
shall have the power to break any tie vote of the State Committee.
                                
        The Chairman may be salaried under such terms and
conditions of employment as the Executive Committee shall from time
to time determine.  Subject to the prior advice and consent of the
Executive Committee, he may appoint, and if he is not serving in a
full-time capacity shall appoint, an Executive Director and a
Finance Director, under such terms and conditions of employment as
may be determined by the Executive Committee.

        The Chairman shall have the authority to appoint such
standing and special committees or subcommittees as he may deem
advisable; to approve or disapprove all expenditures; to hire or
contract with such personnel as are reasonably necessary to operate
the State Committee offices, assist local and regional operations,
and to administer Party affairs, subject to approved budgets and  
provided that employees are not Members of the State Committee or
the spouses or children of Members, except that independent
contractors shall not be subject to this prohibition; and to
exercise such powers and duties not elsewhere delegated as are
necessary to further the interest of the Republican Party in the 
Commonwealth of Massachusetts.

        The Chairman shall also have the authority to appoint, with
the approval of the Executive Committee, one (1) or more Deputy
State Chairmen whose term of office shall be co-terminus with that
of the Chairman, and who shall assist him in such manner as he
shall deem necessary.

Section 2.  Vice Chairman.

        The Vice Chairman of the State Committee shall have, in the
event of the resignation, removal, or incapacity of the Chairman,
all of the duties and powers of the Chairman until a successor
Chairman is elected by the State Committee.  The Vice Chairman
shall be responsible for overseeing, promoting and insuring the
effectiveness of the standing committees of the State Committee,
but shall not act contrary to majority vote of any standing
committee.  The Vice Chairman shall be an ex-officio member of each
standing committee, and may be a voting member of such committees
as appointed by the State Chairman.  The Vice Chairman shall
additionally be responsible for administration of Performance
Incentives in Article II, Section 5, and shall have such additional
powers as may be determined by the Chairman.






                                10                        8-1-94
Section 3.  Secretary.

        The Secretary shall keep the minutes of all meetings of the
State Committee and the Executive Committee, and send copies of
same to all Regular and Associate Members no later than the notice
of the next State Committee meeting.  The Secretary may designate
a recording secretary to record and transcribe meeting minutes,   
subject to approved budgets.  All minutes shall be kept on file at
the State Committee headquarters, and shall be open for inspection
by State Committee members during regular business hours.  The
Secretary, or his designee, shall also keep and modify as necessary 
a master calendar of Party and State Committee events.

        The Secretary shall comply with all applicable laws
regarding filing of membership lists with the State Secretary's
Office, and shall keep ward and town committees advised as to the
membership of and changes in the membership of the State Committee. 
In the event of the resignation, removal or prolonged absence or
incapacity of the Chairman and Vice Chairman, the Secretary shall 
perform the duties and have all the powers of the Chairman until a
successor Chairman is elected.

Section 4.  Assistant Secretary.

        In the event of the resignation, removal, prolonged absence
or incapacity of the Secretary, the Assistant Secretary shall
perform the duties and have all the powers of the Secretary until
a successor Secretary is elected.

        The Assistant Secretary shall have such other duties as may
be from time to time assigned by the Secretary or the State
Chairman.

Section 5.  Treasurer.

        The Treasurer of the State Committee shall be the custodian
of all funds of the State Committee including internal State
Committee accounts, and shall be responsible for the maintenance of
detailed books of accounts of all monies received and paid in
accordance with normal accounting principles.  The Treasurer shall
also be responsible for complying with any campaign or political
finance laws, including preparation and filing of all necessary
reporting documents.  The Treasurer shall give reports to the State
Committee of the financial state of the treasury at each regular
meeting.  The Treasurer shall have responsibility for making

approved payments from State Committee funds within the limits of
the total budget.  In the absence or unavailability of the
Treasurer, but with the Treasurer's knowledge, the Assistant
Treasurer shall have the power to make such payments.




                                11                        8-1-94
        The Treasurer and Assistant Treasurer shall be bonded in an
amount determined by the Executive Committee, and the State
Committee shall pay any premium for such bond.  No person other
than the Treasurer and Assistant Treasurer shall have authority to
make payments from State Committee funds.

Section 6.  Assistant Treasurer.

        In the event of the resignation, removal, prolonged absence 
or incapacity of the Treasurer, the Assistant Treasurer shall
perform the duties and have all the powers of the Treasurer until
a successor Treasurer is elected.  Additionally, the Assistant
Treasurer shall have such other duties as may be from time to time
assigned by the Treasurer or the Chairman.

Section 7.  Republican Primaries.

        Unless approved by two-thirds (2/3) majority vote of the
Executive Committee, neither the State Chairman nor any person
employed by the State Committee, shall assist, aid or publicly
endorse any candidate in favor of another candidate in either a
contested Republican primary or in any contested election for
office within the State Committee.  Violation of this section shall
constitute grounds for removal of the State Chairman or employee. 
Providing a primary candidate has received the approval of the
Executive Committee as set forth in the first sentence of this
section, nothing in this section shall prohibit such primary
candidate from receiving campaign funds, provided that such funds
are approved and disbursed pursuant to all other provisions of
these by-laws.  Nothing in this section shall prohibit any other
Regular or Associate Member of the State Committee from endorsing
a candidate in a Republican primary or State Committee election.

Section 8.  Prohibition on the Use of Official Stationery.

        No officer of the State Committee shall use official State
Committee stationery to endorse any candidate in a contested
Republican primary, or in any contested election for the State
Committee, except as provided in Section 7 of this Article.  No
officer of the State Committee shall endorse or oppose any piece of
legislation before the General Court, with the exception of the
Chairman as provided in Section 1 of this Article.

                            ARTICLE V

                    STATE COMMITTEE MEETINGS

Section 1.  Organization.

        The Regular Members of the State Committee elected at the
presidential primary shall meet for the purpose of organization as
provided by G.L. c. 52, sec. 1.

                                12                        8-1-94
        The organizational meeting shall be held no sooner than
thirty (30) days after the presidential primary and no later than
forty (40) days after the presidential primary.  The organizational
meeting shall be called by the Chairman.  The Chairman shall call
the organizational meeting to order, and call for the adoption of
these by-laws, as may be amended, and for the election of a
temporary Secretary who shall serve until the permanent Secretary
is elected.
                              
        Within ten (10) days after the organizational meeting, the
Secretary of the State Committee shall file with the State
Secretary's Office and send to each city and town committee, a list
of the members of the State Committee and its officers.  Within ten
(10) days after each change of officers or Regular Members of the
State Committee, the Secretary of the State Committee shall file
supplemental reports with the State Secretary's Office and with
each city and town committee.

Section 2.  Meetings.

        There shall be a minimum of four (4) regular meetings of
the State Committee yearly, to be held quarterly, and such
additional special meetings as the Chairman may deem necessary or
as may be called by petition of the Regular Members.  [On or before
December 31 of the year previous, a schedule indicating the time
and place of the said regular meetings shall be given or mailed to
each Regular Member.]               [Amendment approved 9/28/94]

Section 3.  Call of Meetings.

(a)     Notice:  All State Committee meetings shall be called by  
        the Secretary acting under instructions of the Chairman.  
        Notice of each State Committee meeting shall be given or  
        mailed to each Regular Member at least ten (10) days before 
        the date of such meeting.  An agenda for the meeting shall 
        be mailed with the notice.

(b)     Petition:  If fifteen (15) or more Regular Members sign a 
        written petition in the form referred to in section (c)   
        below to call a special meeting of the State Committee, the 
        Secretary of the State Committee shall hold a special     
        meeting within twenty (20) days of the receipt of the     
        petition.  The petition shall state the purpose of such   
        meeting.  This section shall not restrict the State       
        Committee from discussing additional business at any      
        special meeting.

(c)     Request for a Special Meeting [See Appendix Form I]:
        The request form shall contain the following language:
        The undersigned (15 minimum) members of the State Committee
        wish to call a "Special Meeting."  Members must be notified
        ten (10) days in advance of the meeting after each        

                                13                        8-1-94
        signature has been verified by telephone.  The meeting must
        be held within twenty (20) days of receipt of this form by
        the Secretary of the State Committee.

                     
Section 4.  Quorum.

        A quorum for all business shall consist of no fewer than
thirty (30) Regular Members, although less than such number can act
to adjourn a meeting.
                                
Section 5.  Participation.

        Regular, Associate and Honorary Members of the State
Committee may take part in any meeting, while only Regular Members
may vote.  The Chairman may designate separate seating areas for
Regular Members, Associate and Honorary Members, and non-members. 
Non-members may address the State Committee only with the State
Committee's consent.  The State Committee may exclude non-members
from the meeting in order to discuss confidential matters.

Section 6.  Voting.

        All votes shall be by voice vote except as provided herein. 
Upon request of any Regular Member, voting shall be by a show of
hands.  A roll call vote shall be ordered when requested by ten
(10) Regular Members present at a meeting.  A secret ballot, when
requested by a majority of the Regular Members present and voting
at a meeting, will take precedence over all other forms of voting. 
Unless otherwise specified, all votes shall be by majority of
Regular Members present and voting.  All resolutions for adoption
by the State Committee shall be submitted in writing before a vote
is taken.

Section 7.  Parliamentary Authority.

        These by-laws and any procedural rules, consistent with the
by-laws, adopted by majority vote of the State Committee shall
govern all proceedings of the State Committee and its standing and
special committees.  Roberts Rules of Order Revised shall govern
all such proceedings, to the extent not in conflict with these by-
laws or any such procedural rule.

                           ARTICLE VI

                       STANDING COMMITTEES

Section 1.  Appointment.
                
        The standing committees of the State Committee shall be an
Executive Committee, a Budget Committee, a Candidates Committee, a
Finance Committee, an Issues Committee, a Public Relations

                                14                        8-1-94
Committee, a Committee on Registration and Membership, and a By-
Laws Committee, consisting of Regular and Associate Members and
other persons appointed by the State Chairman.  The State Chairman
shall appoint membership on all standing committees, who shall
serve at his pleasure, with the exception of the Executive
Committee and the Budget Committee, whose membership is governed by
Sections 2 and 3 of this Article.  In making such appointments, the
State Chairman shall, as nearly as practicable, consider members'
interests, regional diversity and the need for full membership on
all standing  committees.  The Chairman of each State Standing
Committee shall be appointed by the State Chairman and shall serve
at his pleasure.  With the exception of the Executive Committee,
all members of a standing committee may participate in any standing
committee meeting, while only Regular Members may vote.      

Section 2.  Executive Committee.

(a)     Membership:  The Executive Committee of the State         
        Committee shall consist of the following voting members:  
        the State Chairman; Vice Chairman; Secretary, or, in the 
        absence of the Secretary, the Assistant Secretary;        
        Treasurer, or, in the absence of the Treasurer, the       
        Assistant Treasurer; the Chairmen of each of the standing
        committees; the Regional Chairmen of each of the five (5) 
        State Committee Regions; the Republican National          
        Committeeman and National Committeewoman; Republican      
        statewide constitutional officers or their delegates; the 
        Republican leader of the state Senate or delegate; the    
        Republican leader of the state House of Representatives or 
        delegate. The following persons shall be non-voting ex-   
        officio members: any Republican Congressman or delegate;  
        any Republican U. S. Senator or delegate; the General     
        Counsel to the State Committee; and a representative of the 
        Advisory Committee, provided for in Section 2(b) of this
        Article.  The Chairman, Vice Chairman and Secretary of
        the State Committee shall serve as Chairman, Vice Chairman
        and Secretary of the Executive Committee respectively, but
        the Chairman may appoint from the Regular Membership of the
        State Committee a Chairman of the Executive Committee who 
        shall serve at the pleasure of the State Chairman.

(b)     Advisory Committee:  The following persons shall          
        constitute an Advisory Committee to apprise the Executive 
        Committee of issues affecting the several organizations   
        they represent: President of the Massachusetts Federation 
        of Republican Women; President of the Women's Republican  
        Club of Massachusetts; Chairman of the Massachusetts      
        Federation of Young Republicans; Chairman of the          
        Massachusetts College Republicans; Chairman of the Black  
        Republican Council; Chairman of the Republican National   
        Hispanic Assembly; and the Chairman of the Massachusetts  
        Republican Heritage Groups Council.  The Advisory Committee 
      
                                15                        8-1-94
        shall select from among its membership a representative who 
        will function in a liaison capacity with, and be a non-   
        voting ex-officio member of, the Executive Committee.
       
(c)     Duties:  The Executive Committee shall meet at least eight
        times yearly and shall, between meetings of the State     
        Committee, exercise all the powers of the State Committee
        except the following:  election of State Committee members;
        election and removal of officers; adoption of budgets; or
        other action specifically required by law or these by-laws
        to be exercised by the vote of the entire State Committee.
        [On or before December 31 of the year previous, a schedule
        indicating the time and place of the said eight meetings of
        the Executive Committee shall be given or mailed to each
        Regular Member.]   The Executive Committee shall, between 
        meetings of the State Committee, carry out the policies   
        established by vote of the State Committee.  By November 30 
        of each year the Executive Committee shall hire a certified 
        public accountant to annually audit the State Committee   
        finances.  No later than March 1, the State Chairman shall 
        submit the audit statement prepared by the auditor to the 
        State Committee.  The Executive Committee may periodically 
        conduct performance reviews of State Committee staff      
        personnel, and inform the State Chairman of its           
        recommendations.  Executive Committee minutes shall be sent 
        to all Regular Members except for matters discussed in 
        Executive Session. The State Chairman may declare an
        Executive Session at any meeting of the Executive         
        Committee.              [Amendment approved 9/28/94]

(d)     Voting:  Every voting member shall have one (1) vote.     
        There shall be no proxies.

(e)     Campaign Finance:  The Executive Committee shall assure   
        that no funds shall be disbursed to any candidate who does 
        not run as a Republican.  No funds shall be disbursed to
        any candidates after the election in which they ran for   
        office without the approval of two-thirds (2/3) of the    
        Executive Committee members.

Section 3.  Budget Committee.

(a)     Membership:  The Budget Committee shall consist of the 
        Committee Chairman, the State Chairman, Vice Chairman and
        Treasurer; the Chairman of the Finance Committee and one
        (1) member elected by and from each of the five (5) State 
        Committee Regions.  All such members shall have a vote.

(b)     Duties:  The Budget Committee shall meet no later than    
        October 15 for the preparation of the annual operating
        budget, to be submitted to the State Committee for approval
        

                                16                        8-1-94
        by January 31 in each year.  This budget shall be the basic 
        planning document of the Party for the calendar year and
        shall include estimates of income, costs of fund-raising
        and proposed expenditures subdivided into proposed        
        activities, including the total amount proposed to be set 
        aside for candidates.  The purpose of the Budget Committee
        shall be to assure that the budget has been prepared in 
        accordance with generally accepted accounting principles,
        that the information provided in the budget is complete,  
        and that the Regular Members understand the budget in     
        advance of its approval.  The Budget Committee shall have
        general oversight powers with a continuing function to
        meet from time to time to review the implementation of the
        approved budget and to review and submit for State        
        Committee approval supplemental budgets as necessary for  
        the operation of the State Committee.

Section 4.  Candidates Committee.

(a)     Membership:  The Candidates Committee shall consist of the
        Committee Chairman, the State Chairman, all members from  
        the Candidates Committee of each Regional Committee, and
        such additional persons as the State Chairman may appoint.

(b)     Duties:  The Candidates Committee shall be responsible for
        recruiting, training and assisting candidates for all     
        elective offices in the Commonwealth.  Regional Members   
        shall have particular responsibility with respect to state
        legislative offices in their region, and will have general
        responsibility to organize candidate activity in their    
        Regions at the local committee level.

Section 5.  Finance Committee.

(a)     Membership:  The Finance Committee shall consist of the
        Committee Chairman; a Committee Vice Chairman, appointed
        by the Finance Chairman to serve at his pleasure; the
        Treasurer of the State Committee, or, in his absence,
        the Assistant Treasurer; the State Chairman and Vice
        Chairman; the Republican National Committeeman; the       
        Republican National Committeewoman; the representatives
        from the Finance Committee of each Regional Committee;
        and any other persons appointed by the State Chairman.
        The Finance Committee members may elect an Executive
        Board, which shall include the Finance Chairman, Treasurer 
        and State Chairman, to exercise the powers of the Finance 
        Committee between meetings of the Committee.

(b)     Duties:  The Finance Committee shall raise money for the 
        State Committee, and shall seek to raise at least the 
        amounts necessary to fund the annual operating budget of 
     

                                17                        8-1-94
        the State Committee, subject to state and federal campaign
        finance laws.  It shall establish and assign equitable 
        fundraising quotas to the local and regional committees,  
        and may establish financial agreements with Republican 
        organizations.

(c)     Subcommittees:  The Finance Chairman may establish        
        subcommittees and appoint their chairmen to serve at his  
        pleasure.  Such subcommittees may include a Key Club
        subcommittee, a Business and Professional subcommittee,
        a Special Events subcommittee, and a Cities and Towns     
        subcommittee whose responsibility shall be to take steps
        to designate local finance chairmen and supervise the     
        system of local assessments and quotas.

Section 6.  Issues Committee.

(a)     Membership:  The Issues Committee shall consist of the
        Committee Chairman, the State Chairman, all members of the 
        Issues Committee of each Region, and such additional      
        persons as the State Chairman may appoint.  The chairman of 
        the Issues Committee may organize the committee in any way
        he finds effective, and may invite legislators, witnesses
        and guests to any meeting of the committee.

(b)     Duties:  The purpose of the Issues Committee is to        
        encourage and promote issues activity throughout the Party, 
        to the end that the Party is constantly considering and   
        discussing its goals and basic principles.  The Committee
        may conduct hearings in various regions of the            
        Commonwealth, and these should be publicized.  It should
        invite new voters and Republicans to participate.

                Each regional member shall establish, in          
        conjunction with local committee leadership, local issues 
        activity encouraging young people and new Republicans to  
        participate.  The regional members shall ensure that active
        discussions of local, state and national issues are taking
        place in a structured way in each of the local committees.

                The State Issues Committee, and regional members, 
        should propose particular questions for discussion and    
        debate, with a view toward determining true Party         
        principles with the participation of as many Party members 
        as possible.

Section 7.  Public Relations Committee.

(a)     Membership:  The Public Relations Committee shall consist 
        of the Committee Chairman, the State Chairman, all members
        of the Public Relations Committee of each Region, and such
        additional persons as the State Chairman may appoint.

                                18                        8-1-94
(b)     Duties:  It shall be the function of the Public Relations
        Committee to foster, promote and develop Republican       
        proposals and Republicanism in order to inspire the Party
        members, and to advise the Party leadership as how best  
        to present the Republican story to the public.  The       
        committee shall recommend and supervise statewide         
        publicity, provide proposed media releases, develop data on 
        incumbent Democrats, and shall be responsible for         
        monitoring and responding to news articles, letters to the
        editor and editorials at the state and regional level.

Section 8.  Registration and Membership Committee.

(a)     Membership:  The Committee on Registration and Membership 
        shall consist of the Committee Chairman, the State        
        Chairman, all members of the Registration and Membership  
        Committee of each Region, and such additional persons as  
        the State Chairman may appoint.  The chairman of the      
        Committee on Registration and Membership may organize the 
        Committee in any way he finds effective.

(b)     Duties:  It shall be the function of the Registration and
        Membership Committee to encourage and promote local and 
        regional efforts, to review the condition of local election
        machinery, including clerks, wardens and election         
        commissioners, and to monitor program implementation at the
        state and regional levels.

                Each regional member shall establish, in          
        conjunction with local committee leadership, local        
        registration activity, including procedures for welcoming 
        new arrivals and inviting them to attend local Republican 
        functions, and plans for voter identification and selective 
        registration efforts.

Section 9.  By-Laws Committee.

(a)     Membership:  The By-Laws Committee shall consist of the 
        Committee Chairman, the State Chairman, the General       
        Counsel, the Parliamentarian, and such persons as the 
        State Chairman may appoint.

(b)     Duties:  The purpose of the By-Laws Committee is to draft,
        review and make recommendations to the State Committee from
        time to time with respect to local, regional and State
        Committee by-laws, charters and party organization.

Section 10.  Committee Meeting Procedure.

        A quorum for the conduct of business by each committee, 
whether standing or special, shall be a majority of the voting 


                                19                        8-1-94
members of such committee.  The meetings of each committee shall 
be called by the Chairman of the committee, the State Chairman or
Vice Chairman, or 25% of the members of the committee.  Notice of 
each meeting shall be given or mailed to each member at least five
(5) days before the date of such meeting, and if special or unusual
business is to be considered, a statement thereof shall be
contained in the notice.

Section 11.  Committee Reports.

        All committees mentioned in Sections 1 through 8 of this
Article shall provide the State Committee with a verbal report of
their activities at each regular meeting of the State Committee. 
Such committees shall report directly to the State Chairman and/or
Executive Director, as may be requested.  The Regional Chairmen
shall report the activities of the regional standing committees at
each regular Executive Committee meeting.   Regular and Associate
Members may ask questions or make comments during each committee's
report.  No vote of the State Committee shall be required to accept
a committee report, unless the committee makes a proposal requiring
approval of the State Committee.

                           ARTICLE VII

                      REGIONAL ORGANIZATION


Section 1.  State Committee Regions.

        In order to provide the State Committee and the
Massachusetts Republican Party with a strong and effective regional
organization, Massachusetts shall be divided into five (5) Regions
each containing certain State Senate districts as follows:


Region One:    Berkshire, Hampden, Hampshire, and Franklin;
               Hampshire and Franklin;
               Hampden;
               First Hampden and Hampshire;
               Second Hampden and Hampshire;
               Worcester, Hampden, Hampshire and Franklin.


Region Two:    First Worcester;
               Second Worcester;
               Worcester and Norfolk;        
               Worcester and Middlesex;
               Middlesex, Norfolk and Worcester;
               Fifth Middlesex;
               Norfolk, Bristol and Middlesex;
               Middlesex and Worcester;
               First Middlesex.

                                20                        8-1-94
Region Three:  First Essex;
               Second Essex;
               Third Essex;
               First Essex and Middlesex;
               Second Essex and Middlesex;
               Second Middlesex;
               Third Middlesex;
               Fourth Middlesex.              


Region Four:   First Middlesex and Norfolk;
               Middlesex and Suffolk;
               Norfolk, Bristol and Plymouth;
               First Suffolk;
               Second Suffolk;
               Middlesex, Suffolk and Essex;
               Suffolk and Middlesex;    
               Norfolk and Suffolk;       
               Suffolk and Norfolk.
               

Region Five:   First Bristol;
               Second Bristol;
               First Plymouth and Bristol;
               Second Plymouth and Bristol;
               Cape and Islands;
               Plymouth and Barnstable;
               Plymouth and Norfolk;
               Norfolk and Plymouth.
                                      [Amendment approved 8/17/95]

Section 2.  Regional Organization.  

(a)     Regional Chairman:  There shall be a Regional Chairman and 
        Regional Vice Chairman for each Region, both of whom shall 
        reside in their Region and be Regular Members of the State 
        Committee.  Each shall be elected by majority vote of the 
        State Committee members residing in his Region at the next 
        meeting after the organizational meeting of the State     
        Committee.  If there is more than one (1) candidate and no 
        candidate receives a majority vote, the "low man out" rule
        prevails and voting shall be repeated until one (1)       
        candidate receives a majority vote for each position.  The
        Regional Chairmen and Regional Vice Chairmen shall be
        elected for a two-year (2) term from the date of their    
        election and shall hold their respective offices until
        their successors are elected.  The Regional Chairmen
        shall be responsible for organizing and implementing
        Party operations at the regional level, and coordinating
        the activities of local committees in furtherance of
        Party interests.


                                21                        8-1-94
(b)     Regional Committee:

        (i)     Membership:  The Regional Committee shall consist
                of the Regional Chairman, Regional Vice Chairman,
                and each Regular Member residing in the Region.
                The State Chairman, or his designee, shall be an
                ex-officio member of each Regional Committee.
 
        (ii)    Meetings:  The Regional Committee shall conduct 
                regular meetings as determined by the Regional    
                Chairman, and shall conduct special meetings upon 
                notice by the State Chairman.  All meetings shall
                be located in the Region.

        (iii)   Purpose:  The purpose of the Regional Committee
                shall be to act as a liaison between local        
                committees and the State Committee, to assist State 
                Committee personnel in implementing political 
                activities at the local level, and to recruit and
                assist Republican candidates for public office at
                the regional level and state legislative level.

        (iv)    Standing Committees:  The membership of each 
                Regional Committee shall be divided into the 
                following Regional Standing Committees:
                Candidates Committee, Finance Committee, Issues   
                Committee, Public Relations Committee, and        
                Registration and Membership Committee.  The State 
                Chairman shall make all standing committee        
                appointments. The Regional Chairman shall appoint 
                the chairman of each Regional Standing Committee  
                from among the members appointed by the State     
                Chairman.  The Regional Standing Committee members 
                shall serve as members of the like State Standing 
                Committee.  The Regional Standing Committees shall 
                have the same purpose and duties, at the regional 
                level, as the like State Standing Committees.

                          ARTICLE VIII

               REPUBLICAN CHARTERED ORGANIZATIONS
   
Section 1.  Use of the Word "Republican."

        No person, committee, association or organization 
("organization") shall use the word "Republican" or other
designation synonymous therewith as a part of its name, or as part
of its acronym, or otherwise represent itself to be an organization
affiliated with the State Republican Party or the State Committee,




                                22                        8-1-94
without having applied for and received a charter or permit from
the Republican State Committee, pursuant to G.L. c. 56, sec. 40. 
The Executive Committee shall have the power to enforce this
section by referring violations to the state Attorney General's
office for civil and criminal sanctions.        

(a)     General Procedure:  Any organization which wishes to      
        receive a charter or permit shall make a written request 
        to the State Chairman stating the proposed name of the
        organization; the names, addresses and telephone numbers of 
        officers; a list of members' names, addresses and telephone 
        numbers; a statement of purpose of the organization;      
        identifying the depositor bank and account number in which
        the organization's treasury or fund will be deposited.  The
        State Chairman shall refer the request to the Executive   
        Committee.  The Executive Committee shall review the      
        request and make its recommendation to the State Committee 
        for decision.  If approved by the State Committee, the    
        State Chairman shall issue written permission to the
        organization to use its proposed name or acronym; failure 
        of an organization to obtain and produce such written     
        permission upon request shall be considered to be a       
        violation by it of G.L. c. 56, sec. 40, for the purpose of 
        these by-laws.

                The Executive Committee may provide for the       
        periodic review and renewal of charters or permits, and may 
        grant charters or permits for a specific term that expires 
        after a stated period of time.  Additionally, the Executive 
        Committee may issue a temporary charter or permit pending 
        State Committee review.

(b)     Charters:  The State Committee may issue a charter if it  
        has received:

        (i)     in the case of an organization whose coverage is
                equal to or smaller than a State Committee Region,
                the written recommendation of the Regional Chairman
                of that Region;

        (ii)    in the case of a City or Town organization, the 
                written recommendation of the Chairman of the     
                respective City or Town Committee; and

        (iii)   in the case of an organization which encompasses
                areas larger than a State Committee Region, the   
                written recommendation of at least three (3) 
                Regular Members of the State Committee.





                                23                        8-1-94  
                If such recommendations have not been received, the
        Executive Committee may consider the application and make 
        its recommendation to the State Committee, and a charter  
        may be issued by a majority vote at the next regular or   
        special meeting of the State Committee.
 
(c)     Permits:  The State Committee shall issue a permit upon   
        receipt of written certification from an appropriate
        official of a National Republican organization that the
        State subsidiary of the organization has a valid national
        charter and continues to meet the standards of that       
        national organization.

Section 2.  Obligations of Chartered and Permitted Organizations.

(a)     Membership:  Each chartered and permitted organization    
        must notify the State Committee of its officers' names and 
        addresses and telephone numbers, and the names, addrsses  
        and telephone numbers of its members.  Such notification
        shall be amended within ten (10) days of any change of    
        officers or membership.

(b)     Meetings:  Advance notice of each organization meeting    
        shall be sent:  

        (i)     to the regular members in the Region in which 
                the organization operates if a Regional           
                organization;

        (ii)    the Chairman of the respective city or town
                committee if a city or town organization; or

        (iii)   in all other cases, to the State Chairman.
        
(c)     By-Laws:  The constitution and by-laws of every           
        organization, or the practice and policy of the           
        organization, shall provide that:

        (i)     the organization cannot take any position or take 
                any action on legislation, unless either prior 
                consent is received from the Executive Committee, 
                or the organization clearly represents that the
                position or action does not necessarily constitute
                the position of the Republican State Committee or 
                the Republican Party;

        (ii)    the organization shall not endorse anyone other   
                than an enrolled Republican as a candidate for
                any partisan office; and

 


                                24                        8-1-94
        (iii)   a majority vote of the organization, or of at least
                three (3) officers, shall be required to disburse 
                funds from the organization treasury.

(d)     Annual Report:  Each organization shall submit an annual  
        report to the State Chairman not later than thirty (30)
        days after its annual meeting.

Section 3.  Revocation of Charters and Permits.

        The failure of an organization to comply with applicable
state or federal law, with any of the provisions of Section 2
above, or with any major provision of its own constitution or by-
laws, shall be just cause for the revocation of its charter or
permit by majority vote of the State Committee.  Upon such
revocation, the State Chairman on behalf of the State Committee
shall send written notice to the Chief Officer of the organization
stating that the charter or permit has been revoked and that the
Club is no longer entitled to use the word "Republican" or other
synonymous term or acronym, and that failure to comply is a
criminal offense.  Such revocation shall be effective as of the
date such notice is sent.  An organization whose charter or permit
has been revoked may appeal the revocation to the Executive
Committee, and the Executive Committee may recommend reinstatement
to the State Committee at its next meeting.  The State Committee
may reinstate the charter by a majority vote of the Regular Members
present and voting.
                                
                           ARTICLE IX

                           CONVENTIONS
 
Section 1.  State Conventions.

(a)     Procedure:  The State Committee may hold conventions of   
        the Massachusetts Republican Party with such frequency and 
        for such purpose as the State Committee may determine.  The 
        State Committee shall elect the committees and personnel
        necessary for the conduct of the convention including but 
        not limited to [the Rules, Credentials, and Site Selection 
        Committees.  The Rules, Credentials, and Site Selection   
        Committees] shall consist of a Regular Member elected by  
        and from each Region, together with such additional persons 
        as the State Committee may elect.  The Rules Committee    
        shall propose (i) delegate selection, and other pre-      
        convention procedures, and (ii) rules for the conduct of  
        the convention, for approval by the State Committee.  The 
        State Committee shall have final approval of all matters  
        relating to the conduct of the convention.  
                                  [Amendment approved 9/28/94]



                                25                        8-1-94
Section 2.  National Convention.

        Delegates to the National Convention shall be selected in
compliance with the General Laws and with any procedures adopted by
the State Committee in accordance therewith.
                                  [Amendment approved 8/17/95]


                            ARTICLE X

                           FISCAL YEAR

        The fiscal year of the State Committee shall be the
calendar year.


                           ARTICLE XI

                             BY-LAWS

Section 1.  Effective Dates.

        These by-laws shall become effective by majority vote of
the State Committee at a meeting called for that purpose and shall
remain in effect until the adoption of by-laws by the successor
State Committee.  Nothing in this section shall prohibit
"grandfathering" clauses in the adoption resolution.  Unless
amended by majority vote at the organizational meeting of the
successor State Committee, these by-laws shall be deemed to be
adopted by the successor State Committee.

                                
Section 2.  Amendment.

        Any of these by-laws may be amended by a two-thirds (2/3)
vote of the State Committee, provided that the proposed amendment
is included in the notice of the meeting.  No vote to suspend the
rules, except in accordance with the foregoing sentence, shall have
any effect on the requirements of these by-laws.
     
        By-Laws Revised:  8/01/94

        By-Laws Amended:  9/28/94
                          8/17/95
       
 

 


     
 

                                26                        8-1-94 

                         APPENDIX FORM I

                - REQUEST FOR A SPECIAL MEETING -


     TO:  The Secretary of the Republican State Committee

   FROM:   _______________________________________________________

   DATE:   _______________________________________________________ 

PURPOSE:   _______________________________________________________ 

 
                                                                  

The undersigned (15 minimum) members of the State Committee wish to
call a "Special Meeting."  Members must be notified ten (10) days
in advance of the meeting, after each signature has been verified
by telephone.  The meeting must be held within twenty (20) days of
receipt of this form by the Secretary of the State Committee.
[See Article V, Section 3(c) of the By-Laws of the MRSC]

     Signature                            Telephone Number
 
 1.                                                               

 2.                                                               

 3.                                                              

 4.                                                              

 5.                                                              

 6.                                                              

 7.                                                              

 8.                                                              

 9.                                                              

10.                                                              

11.                                                              

12.                                                              

13.                                                              

14.                                                              

15.                                                               
  


          
              



            MASSACHUSETTS REPUBLICAN STATE COMMITTEE


                             BY-LAWS











                         Revised 8-01-94

                         Amended 9-28-94

                         Amended 8-17-95




















Please refer to pages 22-25 of the Massachusetts Republican State
Committee By-Laws, Amended 8-17-95.  

                          ARTICLE VIII

               REPUBLICAN CHARTERED ORGANIZATIONS
   
Section 1.  Use of the Word "Republican."

        No person, committee, association or organization 
("organization") shall use the word "Republican" or other
designation synonymous therewith as a part of its name, or as part
of its acronym, or otherwise represent itself to be an organization
affiliated with the State Republican Party or the State Committee,
without having applied for and received a charter or permit from
the Republican State Committee, pursuant to G.L. c. 56, sec. 40. 
The Executive Committee shall have the power to enforce this
section by referring violations to the state Attorney General's
office for civil and criminal sanctions.        

(a)     General Procedure:  Any organization which wishes to      
        receive a charter or permit shall make a written request 
        to the State Chairman stating the proposed name of the
        organization; the names, addresses and telephone numbers of 
        officers; a list of members' names, addresses and telephone 
        numbers; a statement of purpose of the organization;      
        identifying the depositor bank and account number in which
        the organization's treasury or fund will be deposited.  The
        State Chairman shall refer the request to the Executive   
        Committee.  The Executive Committee shall review the      
        request and make its recommendation to the State Committee 
        for decision.  If approved by the State Committee, the    
        State Chairman shall issue written permission to the
        organization to use its proposed name or acronym; failure 
        of an organization to obtain and produce such written     
        permission upon request shall be considered to be a       
        violation by it of G.L. c. 56, sec. 40, for the purpose of 
        these by-laws.

                The Executive Committee may provide for the       
        periodic review and renewal of charters or permits, and may 
        grant charters or permits for a specific term that expires 
        after a stated period of time.  Additionally, the Executive 
        Committee may issue a temporary charter or permit pending 
        State Committee review.

(b)     Charters:  The State Committee may issue a charter if it  
        has received:

        (i)     in the case of an organization whose coverage is
                equal to or smaller than a State Committee Region,
                the written recommendation of the Regional Chairman
                of that Region;

        (ii)    in the case of a City or Town organization, the 
                written recommendation of the Chairman of the     
                respective City or Town Committee; and

        (iii)   in the case of an organization which encompasses
                areas larger than a State Committee Region, the   
                written recommendation of at least three (3) 
                Regular Members of the State Committee.
    
                If such recommendations have not been received, the
        Executive Committee may consider the application and make 
        its recommendation to the State Committee, and a charter  
        may be issued by a majority vote at the next regular or   
        special meeting of the State Committee.
 
(c)     Permits:  The State Committee shall issue a permit upon   
        receipt of written certification from an appropriate
        official of a National Republican organization that the
        State subsidiary of the organization has a valid national
        charter and continues to meet the standards of that       
        national organization.

Section 2.  Obligations of Chartered and Permitted Organizations.

(a)     Membership:  Each chartered and permitted organization    
        must notify the State Committee of its officers' names and 
        addresses and telephone numbers, and the names, addrsses  
        and telephone numbers of its members.  Such notification
        shall be amended within ten (10) days of any change of    
        officers or membership.

(b)     Meetings:  Advance notice of each organization meeting    
        shall be sent:  

        (i)     to the regular members in the Region in which 
                the organization operates if a Regional           
                organization;

        (ii)    the Chairman of the respective city or town
                committee if a city or town organization; or

        (iii)   in all other cases, to the State Chairman.
        
(c)     By-Laws:  The constitution and by-laws of every           
        organization, or the practice and policy of the           
        organization, shall provide that:

        (i)     the organization cannot take any position or take 
                any action on legislation, unless either prior 
                consent is received from the Executive Committee, 
                or the organization clearly represents that the
                position or action does not necessarily constitute
                the position of the Republican State Committee or 
                the Republican Party;

        (ii)    the organization shall not endorse anyone other   
                than an enrolled Republican as a candidate for
                any partisan office; and
                                                     
        (iii)   a majority vote of the organization, or of at least
                three (3) officers, shall be required to disburse 
                funds from the organization treasury.

(d)     Annual Report:  Each organization shall submit an annual  
        report to the State Chairman not later than thirty (30)
        days after its annual meeting.

Section 3.  Revocation of Charters and Permits.

        The failure of an organization to comply with applicable
state or federal law, with any of the provisions of Section 2
above, or with any major provision of its own constitution or by-
laws, shall be just cause for the revocation of its charter or
permit by majority vote of the State Committee.  Upon such
revocation, the State Chairman on behalf of the State Committee
shall send written notice to the Chief Officer of the organization
stating that the charter or permit has been revoked and that the
Club is no longer entitled to use the word "Republican" or other
synonymous term or acronym, and that failure to comply is a
criminal offense.  Such revocation shall be effective as of the
date such notice is sent.  An organization whose charter or permit
has been revoked may appeal the revocation to the Executive
Committee, and the Executive Committee may recommend reinstatement
to the State Committee at its next meeting.  The State Committee
may reinstate the charter by a majority vote of the Regular Members
present and voting.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
    CCHAPTER 56, SECTION 40 OF THE MASSACHUSETTS GENERAL LAWS

Use of Names of Political Parties by Certain Organizations
Regulated; Penalty.

  No organization consisting of two or more persons, other than a
political committee duly elected in accordance with law or a
corporation organized prior to January first, nineteen hundred and
twenty-three, under the laws of this commonwealth and having as a
part of its name the name of a political party, as defined by law,
shall, in order to promote the success or defeat of a political
party or principle or of a candidate in a public election, in any
circular, advertisement or publication use in its organization name
the name of such a political party, except with the written consent
of the duly elected state committee representing such political
party.

  Any member of an organization subject to this section who
participates in a violation of any provision of said section shall
be punished by imprisonment for not more than six months or by a
fine of not more than one thousand dollars, or both. (1923, 98, 
1, 2; 1946, 537,  11.)




 

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