Timothy A La Sota, SBN # 020539

1 TIMOTHY A. LA SOTA, PLC

2198 East Camelback Road, Suite 305
2
Phoenix, Arizona 85016
3 Telephone: (602) 515-2649
tim@timlasota.com
4 Attorney for Plaintiffs
5 SUPERIOR COURT OF ARIZONA
6 MARICOPA COUNTY
7 No. ______________________
WILLIAM BEARD, individually, SANDRA
8 DOWLING, individually,
VERIFIED COMPLAINT FOR
9 Plaintiffs, DECLARATORY/INJUNCTIVE
vs. RELIEF
10

11 ARIZONA REPUBLICAN PARTY, an

Arizona political action committee; KELLI M.
12
WARD, in her capacity as chairwoman of the
13 Arizona Republican Party,
14
Defendants.
15

16
WILLIAM BEARD and SANDRA DOWLING (“Plaintiffs”), for their Verified

17 Complaint, state and allege as follows:

18 PARTIES, JURISDICTION, AND VENUE
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1. Plaintiff WILLIAM BEARD is a resident of Pima County, Arizona, a
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qualified elector, Arizona Republican Party state committeeman, a candidate for
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22 Arizona Republican Party, Executive Committee Member-at-large, Congressional

23 District 2, and a signatory on the petition to call a Special Meeting of the Arizona
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Republican Party.
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 2. Plaintiff SANDRA DOWLING is a resident of Maricopa County, Arizona,
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2 a qualified elector, Arizona Republican Party state committeeman, a candidate for the
3 position of Arizona Republican Party, Executive Committee Member-at-large,
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Congressional District 8, and a signatory on the petition to call a Special Meeting of the
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Arizona Republican Party.
6

7 3. Defendant ARIZONA REPUBLICAN PARTY (“Party”) is a political party

8 political action committee organized under Title 16 of the Arizona Revised Statutes and
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duly registered as such with the Arizona Secretary of State.
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4. Defendant KELLI M. WARD is the Chairwoman of the Party and the “the
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12 recognized leader of the state party” under the Bylaws of the Party, the primary governing

13 document of the Party, Bylaw IV(F)(1).

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5. This Court has jurisdiction over this action under the Arizona Constitution
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Art. VI, §14, A.R.S. § 12-123, §12-1831 et seq., the Uniform Declaratory Judgments
16

17 Act, A.R.S. § 12-2021, et seq.

18 6. Defendants have caused events to occur in Maricopa County, Arizona out

19
of which Plaintiffs’ claims arise.
20
7. Venue is proper in this Court under A.R.S. § 12-401.
21

22 GENERAL ALLEGATIONS

23 8. On January 23, 2021, the Party held its biannual elections for Party
24
officers.
25

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 9. Both Plaintiffs ran for the position of Member-at-Large in their respective
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2 congressional districts.
3

4 10. There were questions about ballot security and much confusion

5 surrounding this vote in general, as outlined by an email from Plaintiff Beard to

6
Defendant Ward (Exhibit A). In Plaintiff Dowling’s case, she was originally declared
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the winner before being undeclared the winner, with the cause of this about-face
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9 ascribed to “human error” by the party.

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11. Based on the significant number of irregularities and general chaos,
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12 various state party committee members, including Plaintiffs Beard and Dowling, voiced
13 their concerns at the January 23, 2021 meeting to staff members and Party officials and
14
the need for an audit to ensure that the votes were properly counted, including to the
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Party’s National Committeeman who served as Parliamentarian at the state party
16

17 meeting, Tyler Bowyer. Mr Bowyer indicated at the January 23, 2021 meeting that the

18 party members were within their rights and would get the relief they were asking for.
19

20 12. After nearly one week of assuring the Plaintiffs and others that their audit
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demands would be honored, the various requests for audits pursuant to Article III(F)
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were rejected by Defendant Kelli Ward and the Party.
23

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 13. When the Party refused to respond appropriately to the demands made at
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2 the January 23, 2021 meeting and as evidenced by Exhibits A, B and C, an additional
3 letter was sent by Plaintiffs on February 24, 2021.
4

5 14. The Party responded to the February 24, 2021 letter, refusing the demand
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once again in a February 25, 2021 letter. (Exhibit A.)
7

8 15. In its February 25, 2021 letter, the Party cited Robert’s Rules of Order as
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controlling the request for an audit.
10

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16. To wit, the Party stated:
12

13 Robert’s Rules directly address the question of recounts. Id., pps. 457-458,
at § 45:41 It provides that “[a] recount may be ordered by the voting
14 body, by a majority vote, at the same session at which the voting result
15 was announced, or at the next regular session if that session is held
within a quarterly time interval. A recount may also be ordered at a
16 special session properly called for that purpose, if held within a quarterly
time interval of the session at which the voting result was announced and
17 before the next regular session.” Id. (emphasis added). Again, it is the
“voting body” – i.e. the State Committee itself – to which your clients
18 should be directing these threats/demands, not myself or Ms. Ward.
19
(Exhibit A.)
20

21 17. A petition was drafted to call a Special Meeting. (Exhibit B). The purpose
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of the Special Meeting is stated in the petition as:
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 1. Voting on the question of whether to set aside the results of the January
1
23rd election of officers and members of the State Executive Committee
2 and to order a fresh, legitimate election.
2. Should the membership vote YES on Question #1, redo elections for
3 Chairman, Secretary, Treasurer, and Members-at-Large, in accordance
4 with the attached Rules and our Party’s Bylaws.

5 (Exhibit B).
6

7 18. The signatures of 352 members of the State Committee, from 11 separate
8 counties were submitted. Under the Bylaws of the Party, 20% of the members of the
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State Committee must sign, which equates to 294 members, and there must be signatures
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from members in 9 separate counties. Bylaws, III(C)(1). As such, the number
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12 submitted is sufficient to call the Special Meeting.

13

14 19. The petition also stated the time and place of the Special Meeting. To wit,

15 at “Dream City Church, 13613 N Cave Creek Rd, Phoenix, AZ 85022…registration will
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start at 10:45 am, the Meeting will start at 1 pm.” (Exhibit B).
17

18 20. The petitions were timely delivered to the Party Secretary, as required by
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the Bylaws, on March 25, 2021.
20

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21. On March 29, 2021, Defendant Ward sent out a text to certain individuals
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stating that “Our secretary, Yvonne Cahill, received a box of documents. Upon cursory
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24 evaluation to determine the nature and validity of the documents, it has been found that

25 criteria to call a meeting has NOT been met.” (Exhibit C).

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 22. On March 30, 2021, Defendant Ward sent out an email falsely headlined
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2 “ROGUE EFFORTS TO OUST AMERICA FIRST LEADERSHIP TEAM FALL

3 SHORT” and further falsely claiming that the Special Meeting would not occur because
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the “’Special Meeting’ Campaign Falsely Used Signatures of State Committeemen,
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Deceptively Marketed the Smear Effort, and Failed to Gather Sufficient Signatures.”
6

7 (Exhibit D).
8
9 23. Upon information and belief, Defendant Ward has orchestrated a call to

10 Dream City Church and told them that the meeting is cancelled. On or about March 30,
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2021, Dream City called Ann Niemann, who had arranged for the church to be available
12
for the April 24, 2021 meeting, stating that the Party had called and said that the meeting
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14 was cancelled and asking Ms. Niemann if they should stop holding the space for the

15 meeting.
16

17 24. Under Article III(1) of the Bylaws, “the chairman of the state

18 committee shall provide notice of the meeting by email at least ten days before the date
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of the meeting.”
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 COUNT ONE: DECLARATORY RELIEF-THE COURT MUST DECLARE THE
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RIGHTS OF THE PLAINTIFFS TO REQUIRE THE PARTY TO PROCESS
2 THE SIGNATURES IN A FAIR MANNER, FOLLOW THE BYLAWS, AND
PROCEED WITH THE SPECIAL MEETING IF THERE ARE SIGNIFICANT
3 QUALIFIED SIGNERS
4

5 25. Plaintiffs incorporate the allegations in Paragraphs 1-24 as if fully stated

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herein.
7

8 26. Under A.R.S. § 12-1831, this Court “shall have the power to declare
9
rights, status and other legal relations” of the parties.
10

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27. As the Party itself has admitted, “Robert’s Rules of Order shall govern the
12
conduct of all meetings of the state committee when they are not inconsistent with these
13

14 bylaws.” Article III, § G(1) of the Arizona Republican Party bylaws. (Exhibit E).

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28. In its February 25, 2021 letter, the Party stated that “[a] recount may be
16

17 ordered by the voting body, by a majority vote, at the same session at which the voting

18 result was announced, or at the next regular session if that session is held within a
19
quarterly time interval. A recount may also be ordered at a special session properly
20
called for that purpose, if held within a quarterly time interval of the session at which the
21

22 voting result was announced and before the next regular session.” (Exhibit A; Robert’s

23 Rules, pps. 457-458, at § 45:41).

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 29. This same provision in Robert’s Rules states what the term “quarterly”
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2 means. To wit: “[N]o more than a quarterly time interval intervenes between two
3 session if the second session begins any time during or before the third calendar month
4
in which the first session ends. For example, with reference to a session held in
5
January…no more than a quarterly time interval will elapse before the next session if
6

7 that session will begin on or before April 30th of the current year.” Id. (Exhibit F). As
8 such, a revote is timely under Robert’s Rules, which control per the Bylaws.
9

10 30. Under the Bylaws, “In the event of a call issued by members of the
11
state committee or of the executive committee, the secretary shall immediately
12
notify each person or group who may be threatened by the object of the meeting and
13

14 give them ten days to inspect the call and challenge any questionable signatures. If at the

15 expiration of such time, the required number of qualified signer’s remains, the secretary
16
shall send notice of the call.” Article III(C)(2).
17

18 31. Plaintiffs are entitled to a declaration from this Court that the Party is
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required to issue the notice to affected parties required by Bylaws Article III(C)(2), to
20
fairly count all signatures delivered to the Party, and to hold the meeting if a sufficient
21

22 number of qualified signers have signed the petition, as judged at the expiration of the

23 ten day period, on April 4, 2021.

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 COUNT TWO: INJUNCTIVE RELIEF-THE COURT MUST ORDER THE
1
DEFENDANTS TO CONDUCT AN AUDIT
2
32. Plaintiffs incorporate the allegations in Paragraphs 1-31 as if fully stated
3

4 herein.

5
33. Under A.R.S. § 12-1801, this Court has the power to grant injunctive
6

7 relief.
8
9 34. Plaintiffs are entitled to injunctive relief from this Court ordering the Party

10 and its Defendant officers to issue the notice to affected parties required by Bylaws
11
Article III(C)(2), to fairly count all signatures delivered to the Party, and to hold the
12
meeting if a sufficient number of qualified signers have signed the petition, as judged at
13

14 the expiration of the ten day period, on April 4, 2021.

15
PRAYER FOR RELIEF
16

17 WHEREFORE, Plaintiffs pray for a judgment against Defendants as follows:

18 A. For an order of this Court declaring that the Party must issue the notice to
19
affected parties required by Bylaws Article III(C)(2), to fairly count all signatures
20
delivered to the Party, and to hold the meeting if a sufficient number of qualified
21

22 signers have signed the petition, as judged at the expiration of the ten day period,

23 on April 4, 2021.
24

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 B. For an order of this Court requiring the Party to issue the notice to affected
1

2 parties required by Bylaws Article III(C)(2), to fairly count all signatures delivered
3 to the Party, and to hold the meeting if a sufficient number of qualified signers have
4
signed the petition, as judged at the expiration of the ten day period, on April 4,
5
2021.
6

7 C. For an order of the Court enjoining Defendant Ward or any other Party
8 Officers or Employees from utilizing Party resources, including Party provided
9
email accounts or email or other addresses, that the Special Meeting will not occur
10
unless the provisions of the Bylaws are faithfully carried out and it is determined,
11

12 after a fair count, that insufficient qualified signatures were submitted to require

13 the Special Meeting.

14
D. For an award of attorney’s fees under A.R.S. § 12-341.01.
15
E. For an award of taxable costs under A.R.S. § 12-341.
16

17 F. For any other such relief as this Court deems fair and just.

18 G. For Findings of Fact and Conclusions of law.

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 RESPECTFULLY SUBMITTED March 30, 2021.
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TIMOTHY A. LA SOTA, PLC
3
By: /s/ Timothy A. La Sota
4 Timothy A. La Sota, SBN 020539
5 2198 East Camelback Road, Suite 305
Phoenix, Arizona 85016
6 Telephone: (602) 515-2649
7 Email: tim@timlasota.com
Attorney for Plaintiff
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 Rule 80 Declaration
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3 I declare under penalty of perjury of the laws of the State of Arizona that the foregoing
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Verified Complaint is true and correct to the best of my knowledge and belief and that
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this Declaration is executed by me on the ___ day of March, 2021 in Maricopa County,
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7 Arizona.

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______________________________
10 Sandra Dowling
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 EXHIBIT A
Jack Wilenchik letter, 2/25/2021
John “Jack” D. Wilenchik, Esq. jackw@wb-law.com

ATTORNEYS AT LAW
The Wilenchik & Bartness Building
2810 North Third Street Phoenix Arizona 85004

Telephone: 602-606-2810 Facsimile: 602-606-2811

February 25, 2021

VIA EMAIL AND
REGULAR MAIL

Tim La Sota
2198 East Camelback, Suite 305
Phoenix, Arizona 85016
P 602-515-2649
tim@timlasota.com

Tim:

Thank you for your letter dated February 24, 2021.

I am given to understand that your letter was immediately blind-copied to Yvonne

Wingett-Sanchez of the Arizona Republic, since I received a call from her very shortly
after receiving your letter. In recognition of that, I am openly copying her on this letter as
well.

In short, the response to your letter is that none of the people to whom your letter
was sent – including myself, the party’s Chairwoman Kelli Ward, or the Arizona Republic
– have the legal power to do an audit or recount of an Arizona Republican Party election.
As I explain below, that power belongs to the Arizona Republican Party State Committee,
i.e. to the same assembly that conducts its elections. Asking Ms. Ward or myself to take
some manner of action – much less threatening to sue to force us to do so – is about as
rational as demanding that Joe Biden or Merrick Garland (or acting U.S.A.G. Monty
Wilkinson) conduct a recount of the November 2020 election. They simply have no legal
power to do so.

To explain this in more precise legal terms: as you probably know, the Arizona
Republican Party bylaws provide that “Robert’s Rules of Order shall govern the conduct
of all meetings of the state committee when they are not inconsistent with these bylaws.”
See Article III, § G(1) of the Arizona Republican Party bylaws.1 And, despite the contrary
implications in your letter, there are no provisions in the bylaws that govern how a recount
may be taken. Therefore, we look to Robert’s Rules to resolve the question.

First, Robert’s Rules is clear that this power lies with the voting assembly alone –
in this case, the State Committee. “The assembly itself is the judge of all questions arising
that are incidental to the voting or the counting of the votes.” RONR (12th ed.), pps. 448-

1
Conveniently available online at https://azgop.com/about/bylaws.
____________________________________________________
wb-law.com
Founded in 1991
_______________________
Thursday, February 25, 2021
Page 2 of 2

449, at § 45:10.2 The Rules also sensibly provide that any requests to “retake” the vote, or
to propose or demand certain other actions “that may change the result,” “must be taken
immediately after the chair’s announcement” of the outcome of the vote. I note that no such
action was taken at the January meeting, and as far as I am aware your clients did not even
request it when the result was announced.

Further, Robert’s Rules directly address the question of recounts. Id., pps. 457-458,
at § 45:41 It provides that “[a] recount may be ordered by the voting body, by a majority
vote, at the same session at which the voting result was announced, or at the next regular
session if that session is held within a quarterly time interval. A recount may also be
ordered at a special session properly called for that purpose, if held within a quarterly time
interval of the session at which the voting result was announced and before the next regular
session.” Id. (emphasis added). Again, it is the “voting body” – i.e. the State Committee
itself – to which your clients should be directing these threats/demands, not myself or Ms.
Ward.

Finally, given that your clients have not asked the Committee to take action on any
of this, any effort to bring this matter to Court will be dismissed out-of-hand, and is a waste
of your clients’ time and money as well as the Party’s. Again, the Committee is designated
by law to hear and decide these matters—not your clients or the Court (or Ms.
Ward/myself).

Please feel free to call me with any questions.

Sincerely,

Jack D. Wilenchik, Esq.

cc: Yvonne Wingett-Sanchez, Arizona Republic

2
Copies of the relevant sections of Robert’s Rules are attached hereto.
 

EXHIBIT A
 Exhibit B
Call for Special Meeting
 Exhibit C
Kelli Ward text
 Exhibit D
Kelli Ward email
 Exhibit E
Arizona Republican Party Bylaws
CONTINUING BYLAWS OF THE ARIZONA REPUBLICAN PARTY
The object of the Arizona Republican Party shall be to conduct the activities of the Republican Party of
Arizona, to promote Republican principles and policies, and to support the election of Republican
candidates in national, state, and local elections. The Party acts in affiliation with the Republican National
Committee (RNC), the Rules of the RNC, and the RNC platform. The Party is organized under the authority
of the Arizona Revised Statutes.

Article I — DURATION AND METHOD OF AMENDMENT

A. Duration of Bylaws
These bylaws shall become effective on the date they are adopted and shall continue in effect for the
government of present and future state committees subject to amendment in accordance with this article.

B. Method of Amending Bylaws

An amendment to these bylaws may be proposed at any meeting called in accordance with these bylaws.
A copy of the proposed amendment together with a statement explaining the purpose to be achieved and
the reasons in support thereof shall be mailed to each member by the secretary with the notice of call for
that meeting. A two-thirds vote of the members present in person or by proxy shall be necessary to pass
any motion to amend.

C. Applicability of Bylaws
These bylaws apply fully to the county committees of the Arizona Republican Party. County bylaws may
not conflict with these bylaws.

Article II — MEMBERSHIP
A. Election
The State Committee of the Arizona Republican Party shall consist, in addition to the chairmen of the
several county committees, of one member of the county committee for every three members of the
county committee elected pursuant to ARS 16-821. These state committeemen shall be elected for a two-
year term at the statutory meeting of the county committee's elected membership. In counties of 500,000
or more population, state committeemen posts shall be allocated proportionately to the numbers of
elected precinct committeemen in each legislative district.

B. Vacancies
In addition to vacancies created by death or resignation, in counties with populations of less than 500,000
persons, a vacancy shall exist in the state committee when a member moves from the county from which
he/she was elected. In addition to vacancies created by death or resignation in counties with populations
of 500,000 or more persons, a vacancy shall exist in the state committee when a member moves from the
legislative district from which elected.

C. Filling of Vacancies
The state chairman shall appoint a replacement for a vacancy in the office of state committeeman with
the advice and consent of the county chairman of the county in which the vacancy occurred. In counties
with populations of 500,000 or more persons, such appointment shall also require the advice and consent
of the district chairman of the district in which the vacancy occurred. All state committeeman vacancies
shall be filled by an elected precinct committee person who resides in that district or county where
vacancy occurred.

Continuing Bylaws of the 1

Arizona Republican Party
January 25, 2020
Article III — MEETINGS
1. Notice
The chairman of the state committee shall cause notice of the time, place, and proposed rules of any
meeting of the state committee (statutory, mandatory, or otherwise) to be mailed by United States mail
to each state committeeman at least ten days before the date of the meeting. If the state committeeman
has provided a valid email address and has authorized the chairman to give notice to the state
committeeman by email instead of by United States mail, the chairman of the state committee shall
provide notice of the meeting by email at least ten days before the date of the meeting.

A. Statutory Organizational Meeting

The statutory organizational meeting shall convene no earlier than ten days after the last county statutory
meeting and no later than the fourth Saturday in January in each odd-numbered year. At the meeting, the
state committee shall organize itself by electing from its membership a chairman, a secretary, and a
treasurer and shall transact such other business as may properly come before it.

B. Mandatory Meeting
The mandatory meeting of the state committee shall be held in January of each of even-numbered year
to receive reports of officers, to elect non-statutory officers, and to conduct such other business as may
properly come before the meeting.

C. Special Meeting
Special meetings may be held at any time.

1. A written call issued by the state chairman, or signed by 20% or more of the members of the state
committee representing at least nine counties, or signed by 40% of the voting members of the executive
committee; and
2. The call and notice must contain the time and place of the special meeting and the object or objects
thereof.
Any call must be delivered to the secretary at least thirty days before the date of the proposed meeting.
In the event of a call issued by members of the state committee or of the executive committee, the
secretary shall immediately notify each person or group who may be threatened by the object of the
meeting and give them ten days to inspect the call and challenge any questionable signatures. If at the
expiration of such time, the required number of qualified signer’s remains, the secretary shall send notice
of the call.
No business other than that stated in the notice of call shall be transacted at a special meeting.

D. Quorum
One third of the members of the state committee must be present in person or by proxy and representing
at least eight counties in order to constitute a quorum for any meeting. If a quorum shall fail to attend at
the time and place fixed for any meeting, a majority present in person or by proxy may adjourn the
meeting from time to time without notice other than an announcement at the meeting until a quorum
shall be present, at which time any business may be transacted at the original meeting.

E. Proxies
At all meetings of the state committee members shall be entitled to vote in person or by proxy given to a
qualified Republican elector of the county, congressional district, and in counties of 500,000 or more
population, legislative district where member resides. Every proxy shall be attested by a notary public or
two witnesses other than the principals. A proxy shall be in effect for only the meeting for which it is given.
A proxy shall be in substantially the same form as at the Appendix.

Continuing Bylaws of the 2

Arizona Republican Party
January 25, 2020
F. Manner of Voting
In every ballot the votes shall be counted individually. A roll call vote shall be taken on the demand of 10%
of the members present in person or by proxy. No voting by unit rule shall be permitted. On any vote
utilizing a written ballot, the resulting vote count (Teller’s Report) shall be read to attendees and included
in all copies of the minutes.

G. Order of Business
1. Parliamentary Practice
Robert’s Rules of Order shall govern the conduct of all meetings of the state committee when they are
not inconsistent with these bylaws.

2. Statutory Meetings
Unless otherwise determined by the Chairman, the order of business for statutory organizational
meetings shall be:
(a) Call to Order
(b) Invocation and Pledge of Allegiance;
(c) Program (Speakers and committee reports may be scheduled to accommodate their schedules and to
fill gaps, such as waiting for ballot counts, in the meeting.);
(d) Credentials Committee report and declaration of quorum;
(e) Rules Committee report;
(f) Treasurer's report;
(g) Election of statutory officers;
(h) Congressional district caucuses to elect state executive committee members;
(i) Other business;
(j) Adjourn.

3. Mandatory Meeting
Unless otherwise determined by the Chairman, the order of business for mandatory meetings shall be:
(a) Call to order;
(b) Invocation and Pledge of Allegiance;
(c) Program (Speakers and committee reports may be scheduled to accommodate their schedules and to
fill gaps, such as waiting for ballot counts, in the meeting.) ;
(d) Credentials Committee report and declaration of quorum;
(e) Rules Committee report:
(f) Reports of officers including treasurer;
(g) Election of non-statutory officers;
(h) Other business;
(i) Adjourn

4. Special Meetings
The order of business for special meetings shall be:
(a) Call to order;
(b) Invocation and Pledge of Allegiance;
(c) Proof of proper call of the meeting;
(d) Credentials Committee report and declaration of quorum;
(e) Rules Committee report;
(f) Business as stated in the call;
(g) Adjourn.

Continuing Bylaws of the 3

Arizona Republican Party
January 25, 2020
H. Resolutions
1. Resolutions Committee
The state chairman shall appoint a resolutions committee for each statutory organizational and
mandatory meeting. The committee shall consist of one member from each county with population under
500,000 and one member from each legislative district in counties with populations over 500,000; each
recommended by the respective county or district chairman.

2. Procedures
Proposed resolutions, other than memorial, may be no more than 250 words long and must be submitted
45 days before the scheduled state party meeting in order to be considered by the resolutions committee.
The committee may initiate, recommend, modify or reject any resolution. Since the committee's purpose
is to give the full assembly the benefit of its complete debate and mature judgment, motions to table or
to close or limit debate will not be allowed. All resolutions submitted to the committee shall be sent with
the committee's recommendations and vote count to each state committeeman with the notice of call of
the meeting.

3. Memorials
Resolutions memorializing deceased individuals may be submitted to the state chairman or executive
director at any time.

4. Floor Resolutions
Any resolution may be brought to the floor of any state committee meeting if it is sponsored by at least
20% of the state committeemen present in person and who represent at least four counties. Each such
resolution, unless previously submitted to the resolutions committee and included with the call, must be
submitted in sufficient copies for all state committeemen present in person.

Article IV — OFFICERS
A. List of Officers and Terms of Office
1. Statutory Elective Officers
Chairman, secretary, and treasurer: two-year terms beginning and ending at statutory organizational
meeting.

2. Non-Statutory Elective Officers

First, second, and third vice chairman; assistant secretary; assistant treasurer; sergeant at arms and
assistant; two-year terms beginning and ending at mandatory meeting.

3. Appointive Officers
The state chairman shall appoint a chaplain, finance chairman, general counsel, registration chairman,
education chairman and such other officers, may be helpful from time to time: all to serve at his pleasure.
Officers shall hold office for the term specified and until their successors are qualified unless sooner
removed as provided in these bylaws.

B. Qualifications for Elective Office

Elected officers of the state committee and elected members of the executive committee from the
congressional districts shall, at the time of their election be members of the state committee. In the choice
of persons for office, there shall be no discrimination because of sex, race, creed, color, age, religion or
national origin.

Continuing Bylaws of the 4

Arizona Republican Party
January 25, 2020
C. Method of Electing Officers
1. The statutory elective officers of the state committee and members of the executive committee from
the congressional districts shall be elected at the statutory organizational meeting. The non-statutory
elective officers shall be elected at the mandatory meeting of the state committee. Election shall be
determined by the majority of the members of the state committee present and voting either in person
or by proxy or, in the case of an executive committee member from a congressional district, by a
plurality of the members of the state committee present and voting at the district caucus, either in
person or by proxy. The Chairman may adopt new technologies to improve voting methods with the
advice and consent of a majority of the State Committee at a meeting where a quorum is present. The
Chairman shall also ensure that any voting method employed include a paper ballot backup to facilitate
recounts and guarantee transparency.

2. Prior to the statutory organizational and mandatory meetings, the state chairman shall appoint a
nominating committee and chairman thereof to recruit candidates for statewide party offices. The
nominating committee shall meet before the call is issued the report of the nominating committee shall
be included in the call of the meeting. This report shall not preclude nominations from the floor.

D. Removal of Officers
An elective officer of the state committee may be removed at any time by a vote to that effect by the
membership of the state committee, but an elective officer may not be removed at a special meeting
unless his/her proposed removal is set forth in the notice of the call of the meeting as one of the items
of business of such meeting. Appointive officers shall serve subject to the pleasure of the state
chairman.

E. Filling of Vacancies
In case of a vacancy in an elective office of the state committee or a member of the executive
committee from a congressional district and if the elected assistant is unable to serve per Article IV-F7,
the state chairman shall, with the advice and consent of the executive committee, appoint a successor
who shall serve until the next meeting of the state committee when a successor shall be elected to serve
the unexpired term, if any. In the case of a vacancy in the office of the state chairman, unless a statutory
or mandatory meeting is scheduled within 90 days, the first vice chairman shall call a meeting of the
state committee within 45 days to elect a new state chairman.

In case of a vacancy in the office of the National Committeeman or National Committeewoman, each
congressional district shall select a representative to serve on the Nominating Committee. This
committee shall be chaired in the case of the National Committeeman vacancy, by the National
Committeewoman; or in the case of the National Committeewoman vacancy, the National
Committeeman. The Nominating Committee will review all candidates to ensure that they meet
requirements for precinct committeeman and state committeeman. The Nominating Committee will
recommend the two (2) candidates best qualified to hold the vacated office to the State Executive
Committee. The State Executive Committee will elect one of the two nominees, with a majority being
required, at the next scheduled State Executive Committee meeting, to complete the term of the
vacated office. There will be no nominations from the floor.

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Arizona Republican Party
January 25, 2020
F. Duties of Elective Officers
1. Chairman
The state chairman shall be the recognized leader of the state party and, in cooperation with the county
chairmen, shall coordinate statewide party activities. The chairman shall preside unless he/she shall
designate someone to preside in his/her stead. The chairman shall appoint all committees officially and
shall have ‘such usual powers of supervision and management as may be required for the effective
functioning of the state party headquarters and staff or as shall be assigned to him/her by the state
committee.’ In cooperation with the elected State Republican Party Treasurer, the Chairman shall
prepare a budget for each calendar year and submit such budget to the Executive Committee for
approval. The Chairman will also be an authorized signer on all State Party bank accounts and have final
approval on all proposed budget expenditures. The Chairman shall submit a monthly-itemized
statement of reasonable out-of-pocket expenses required in the performance of duties as Chairman, as
set forth in the annual budget. Expenses that exceed the amount budgeted in any line item in excess of
$10,000.00 shall be reported to the executive board within 5 business days.

2. Secretary
The secretary shall keep minutes of all state committee and executive committee meetings, transmit all
calls for the meetings, and perform such other functions as may be incidental to the office or assigned
by the state chairman. He/she shall be responsible to preserve all permanent records of the state
committee and relinquish them to his/her successor.

3. Treasurer
The treasurer shall receive all monies provided for the state committee, be custodian of the funds
received, and disburse same upon order of the state chairman. All checks shall be signed by the
treasurer or his/her appointed representative and countersigned by the state chairman or his/her
appointed representative, who shall not be the treasurer’s representative. The treasurer shall present
an annual report to the state committee and periodic reports to the chairman and the executive
committee at such times as they may designate. All persons authorized to sign checks on any state
committee shall be bonded for at least $100,000. The treasurer’s records shall be audited or reviewed
by a disinterested certified public accountant whenever the chairman or treasurer leaves office, before
each statutory meeting, and at such times as the chairman or the executive committee require. The
Treasurer shall preserve all permanent financial books of records, All State Party Bank accounts along
with all supporting documents and relinquishing those records to his/her successor within 5 business
days following the election.

4. First Vice Chairman

The first vice chairman shall perform such duties as the state chairman may assign and, in the state
chairman’s absence or in the event of a vacancy in that office, shall perform the duties of the state
chairman until a successor has been elected.

5. Second and Third Vice Chairman

The second and third vice chairman shall perform such duties as the state chairman may assign and,
should the occasion arise, shall perform the duties of the next higher officer.

6. Sergeant at Arms
The sergeant at arms shall attend all state committee's meetings and maintain order under the
chairman's direction.

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Arizona Republican Party
January 25, 2020
7. Assistant Secretary, Treasurer, and Sergeant at Arms
In the absence of the secretary, treasurer, or sergeant at arms, or in the event of a vacancy in any of
these offices, the elected assistant shall perform the duties of the office.

G. Duties of Appointive Officers

1. Chaplain
The chaplain shall, at the opening of each meeting, invoke Divine guidance of the proceedings. The
chaplain need not be a member of the state committee.

2. Finance Chairman
The finance chairman shall raise funds for the party. The finance chairman need not be a member of the
state committee. He/she shall disburse no funds.

3. General Counsel
The general counsel shall advise the chairman and the committees on all legal matters. The general
counsel need not be a member of the state committee.

4. Registration Chairman
The registration chairman, or coordination with the county registration chairman, shall develop a
statewide registration organization and implement programs to maximize Republican registration. The
registration chairman need not be a member of the state committee.

5. Education Chairman
The education chairman, in coordination with the county education chairman, shall provide an
appropriate manual and ensure that all precinct committeemen are properly trained.

6. Technology Chairman
The technology chairman shall be responsible for helping to maintain the Arizona Republican Party Web
site, helping to determine which technologies will be used by the Arizona Republican Party and help to
ensure that all counties and legislative districts have a web presence and shall perform such duties as
assigned by the Chairman.

7. Parliamentarian
The parliamentarian shall advise the chairman and the committees on all parliamentary matters and act
as parliamentarian at all meetings of the state committee and executive committee. The parliamentarian
need not be a member of the state committee.

Article V — COMMITTEES
A. Executive Committee
The executive committee of the state committee's shall consist of the elected officers of the state
committee, the national committeeman and committeewoman, the chairman and first and second vice
chairman from each county, three members at large from each congressional district, and the
president/chairman of each nationally recognized Republican auxiliary organization with at least 2,000
dues-paying members in the state. The state chairman shall chair the executive committee. The executive
committee shall approve the annual budget and review and counsel the state chairman on all programs
relating to the state party. The executive committee shall meet at least three times each year.
The state chairman may appoint non-voting members of the executive committee.

A quorum for the executive committee shall be one-third of its voting members present in person and
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Arizona Republican Party
January 25, 2020
representing at least eight counties. If a quorum shall fail to attend in person at the time and place fixed
for the executive committee meeting, a majority present in person may adjourn the meeting from time
to time without notice other than an announcement at the meeting until a quorum shall be present, at
which time any business may be transacted which might have been transacted at the original meeting.

B. Finance Committee
The finance committee shall include at least one representative from each county, appointed by the state
chairman with the advice and consent of the county chairmen, and such other members as the state
chairman shall appoint in consultation with the state finance chairman. Such representatives need not be
members of the county or state committees. The finance committee shall assist the finance chairman in
raising funds for the Party.

C. Other Committees
The state chairman may appoint such other committees as may be desirable from time to time.

Article VI — STATE CONVENTION

A. Call
When the national committee issues the call for a national convention, the state chairman shall cause the
call for a state convention to be published as provided by the rules adopted by the national committee
and these bylaws. The call shall announce the apportionment of delegates and alternates by county;
prescribe the date, time, and place of the state convention; and state the purpose as including the election
of delegates and alternates to the national convention, both at large and representing congressional
districts, and the election of the national committeeman and committeewoman.

B. Delegates and Alternates to State Convention

There shall be one delegate and one alternate from each county for each 1,000 registered Republicans,
or major fraction thereof, as of December 31st immediately preceding the state convention. Delegates
and alternates shall be duly qualified Republican electors of their respective counties. The delegates and
alternates to each congressional district caucus shall be the delegates and alternates from such
congressional district to the state convention. There shall be no proxies for either delegates or alternates.
Alternates shall serve in the order certified by the respective counties.

C. Election of Delegates and Alternates to State Convention

Delegates and alternates elections shall be held no later than twenty days before the state convention.
Only precinct committeemen of record as of December 31st immediately preceding the state convention
are eligible to vote at the county and/or district caucuses. Notice shall be mailed to each precinct
committeeman at least ten days before such meetings. In counties of less than 500,000 population,
delegates and alternates shall be elected at meetings of the respective Republican county committees. In
counties of 500,000 or more population, delegates and alternates shall be allotted proportionately by
Republican registration and elected in each legislative district. For example, in counties of 500,000 or more
population, a precinct committeeman can only be elected from his own district. He is not eligible to be
elected from another district. When reapportionment occurs during a presidential election year, the
twenty and ten day periods set forth above shall be shortened if necessary to comply with A.R.S. 16-823
(E). If, pursuant to A.R.S.16-823 (E), the district organizations in effect before passage of the
reapportionment legislation continue to function along with the new district organizations created in
accordance with A.R.S. 16-823 (D), only those delegates and alternates elected from the district
organizations in effect before passage of the reapportionment shall be eligible to vote at the state
convention.

D. Election of Delegates and Alternates of National Convention

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Arizona Republican Party
January 25, 2020
Each congressional district caucus shall elect delegates and alternates pursuant to the national call. Each
alternate within the district shall be listed and serve in an order determined by the number of votes
received or, in case of a tie, by lot. The state convention shall then elect delegates and alternates at large
pursuant to the national call. The at-large alternates shall be listed and serve in an order determined by
the number of votes received or, in case of a tie, by lot.

E. Order of Business
Unless otherwise determined by the Chairman, the following order of business shall be observed:
1. Call to order;
2. Invocation and Pledge of Allegiance;
3. Program (Speakers and committee reports may be scheduled to accommodate their schedules and to
fill gaps, such as waiting for ballot counts, in the convention.);
4. Credentials Committee report and declaration of quorum;
5. Rules Committee report;
6. Congressional district caucuses;
7. Congressional district reports;
8. Election of at large delegates and alternates;
9. Election of national committeeman and committeewoman;
10. Other business;
11. Adjournment.

F. Resolutions
1. Resolutions Committee
The state chairman shall appoint a resolutions committee for each state convention. The committee shall
consist of the one member from each county with population under 500,000 and one member from each
legislative district in counties with population over 500,000; each recommended by the respective county
or district chairman.

2. Procedures
Proposed resolutions, other than memorial, may be no more than 250 words long and must be submitted
45 days before the scheduled state convention in order to be considered by the resolutions committee.
The committee may initiate, recommend, modify, or reject any resolution. Since the committee's purpose
is to give the full assembly the benefit of its complete debate and mature judgment, motions to table or
to close or limit debate will not be allowed. All resolutions submitted to the committee shall be sent with
the committee’s recommendation and vote count to each delegate and alternate delegate with the notice
of the call of the state convention.

3. Memorials
Resolutions memorializing deceased individuals may be submitted to the state chairman or executive
director at any time.

4. Floor Resolutions
Any resolution may be brought to the floor if it is sponsored by at least 20% of the delegates in person
and who represent at least four counties. Each such resolution, unless previously submitted to the
resolutions committee and included with the call, must be submitted in sufficient for all delegates.

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Arizona Republican Party
January 25, 2020
 OFFICIAL PROXY

KNOW ALL MEN BY THESE PRESENTS:

That I, , the undersigned

State Committeeman in Congressional District , *Legislative District , and
County, State of Arizona, do hereby constitute and appoint

(Print name of person attending meeting)

(Print address of the appointee)

A registered Republican and qualified elector in the same Congressional District , *Legislative
District , and County, State of Arizona, my attorney-in-fact and proxy to vote
in my name and stead, at the scheduled meeting, of the Republican State Committee to be held on
(date) at (time) at the(location) , for the
transaction of any and all business that may properly come before the meeting, and I do hereby approve, ratify
and confirm all of the acts of my said proxy.

WITNESS my hand this day of , 20 ,

Member of the Republican State Committee of Arizona

NOTE: The signature of the state committeeman shall be witnessed by two individuals other than the two
principals OR attested to by a Notary Public.

Witness - signature Witness – signature

Witness – print name Witness – print name

Witness – phone number Witness – phone number

(OR)
STATE OF ARIZONA )
COUNTY OF )

This instrument was acknowledged before me this day of

, 20 ,

Notary Public
My Commission Expires:

*Counties of at least 500,000 population only.

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Arizona Republican Party
January 25, 2020
EFFECTIVE DATES
APPROVED at the Special Meeting of the Republican State Committee in Tucson, Arizona, on March 21,
1959.
APPROVED at the Special Meeting of the Republican Committee in Phoenix, Arizona, on March 27, 1965
APPROVED at the Special Meeting of the Republican State Committee in Phoenix, Arizona on September
30, 1968.
APPROVED at the Special Meeting of the Republican State Committee in Phoenix, Arizona on September
2l, 1972.
APPROVED at the Special Meeting of the Republican State Committee in Phoenix, Arizona on March 24,
1973.
APPROVED at the Special Meeting of the Republican State committee in Phoenix, Arizona on September
22, 1979.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
22, 1983.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona, on
January 28, 1984.
APPROVED at the Statutory meeting of the Republican State Committee in Phoenix, Arizona, on January
26, 1985.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona, on
January 25, 1986.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
24, 1987.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona, on
January 30, 1988.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
28, 1989.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona, on
January 27, 1990.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
25, 1992.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
29, 2005.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona, on
January 26, 2008,
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona, on January
24, 2009,
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona on January
22, 2011.
APPROVED at the Statutory Meeting of the Republican State Committee in Phoenix, Arizona on January
27, 2018.
APPROVED at the Mandatory Meeting of the Republican State Committee in Phoenix, Arizona on
January 25, 2020.

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Arizona Republican Party
January 25, 2020
 Exhibit F
Robert’s Rules provisions