By Laws
Article 1: Definitions
As used in these bylaws, unless the context clearly requires, the words in this article shall have the following meanings:
- Board: The Board of Directors of this club.
- Director: A member of this club’s Board of Directors.
- Member: A member, other than an honorary member, of this club.
- RI: Rotary International.
- Year: The twelve-month period beginning July 1.
Article 2: Board
The governing body of this club shall be the Board. It shall consist of ten members of this club, namely: the President, immediate past President, President-Elect (or President-Nominee if no successor has been elected), Vice-President, Secretary, Treasurer, and Sergeant-at-Arms. At the discretion of the Board, three Directors elected in accordance with Article 3, sec. 1 of these bylaws can be added.
Article 3: Election of Directors and Officers
Sec. 1 – At a regular meeting, one month prior to the meeting for the election of officers, the presiding officer shall ask for nominations by Members of the club for President, Vice-President, Secretary, Treasurer, and Directors. As determined by the club, nominations may be presented by a nominating committee and/or by Members from the floor. If a nominating committee is used, such committee shall be appointed as determined by the club. Nominations duly made shall be placed on the ballot under the respective office in alphabetical order, and shall be voted on at the annual meeting. The candidates for President, Vice-President, Secretary, and Treasurer who receive a majority of the votes shall be declared elected as officers. The candidates for director receiving a majority of the votes shall be declared elected as directors. The candidate for President elected by such balloting shall be the President-Nominee and shall assume the title of President-Elect on the July 1 following the election. The President-Elect shall serve as an officer during this Year. Immediately following that Year, on July 1, the President-Elect shall assume the office of President.
Sec. 2 – The officers and Directors shall constitute the Board. Within one week following their election, the Directors-Elect shall meet to elect a Member to serve as Sergeant-at-Arms.
Sec. 3 – A vacancy in the Board or any office shall be filled by action of the remaining Directors.
Sec. 4 – A vacancy in the position of any officer-elect or Director-Elect shall be filled by action of the remaining Directors-Elect.
Article 4: Duties of Officers
Sec. 1 – President. It shall be the duty of the President to preside at meetings of the club and the Board and to perform such other duties that ordinarily pertain to the office of President.
Sec. 2 – Immediate Past President. It shall be the duty of the Immediate Past President to serve as a Director and perform such other duties prescribed by the President or Board.
Sec. 3 – President-Elect. It shall be the duty of the President-Elect to serve as a Director and perform such other duties prescribed by the President or Board.
Sec. 4 – Vice-President. In the absence of the President, it shall be the duty of the Vice-President to preside at meetings of the club and the Board. It is also the duty of the Vice-President to perform such other duties that ordinarily pertain to the office of Vice-President.
Sec. 5 – Secretary. It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of club, Board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on January 1 and July 1 of each year, which shall include per capita dues for all Members and prorated dues for active Members who have been elected to membership in the club since the start of the July or January semiannual reporting period; report changes in membership; provide the monthly attendance report, which shall be made to the district governor within fifteen days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform such other duties that ordinarily pertain to the office of Secretary.
Sec. 6 – Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting annually to the club for such funds, or at any other time upon demand by the Board, and to perform such other duties that ordinarily pertain to the office of Treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts, and any other club property.
Sec. 7 – Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be those usually prescribed for such office, as well as such other duties prescribed by the President or Board.
Article 5: Meetings
Sec. 1 – The regular weekly meetings of this club shall be held on Wednesday at noon. Due notice of any changes in or canceling of the regular meeting shall be given to all Members. All Members in good standing, except honorary members or Members, excused pursuant to the standard club constitution, must be counted as present or absent. Attendance must be evidenced by the Member being present for at least sixty percent of the time devoted to the regular meeting, either at this club or at any other RI club, or as otherwise provided in the standard club constitution Article 9, sec. 1-2.
Sec. 2 – Annual Meeting. An annual meeting of this club shall be held no later than December 31 in each year, at which time the election of officers and Directors to serve for the ensuing Year shall take place.
Sec. 3 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
Sec. 4 – Regular meetings of the Board shall be held on the third Wednesday of each month. Special meetings of the Board, when deemed necessary, shall be called by the President or upon the request of two Directors, with due notice having been given.
Sec. 5 – A majority of the Directors shall constitute a quorum of the Board.
Article 6: Fees and Dues
Sec. 1 – The club admission fee shall be set by the Board in June.
Sec. 2 – Membership dues shall be reviewed and set by the Board on an annual basis. Dues are payable annually on July 1, with the understanding that a portion of each semiannual payment shall be applied to the Member’s subscription to the official RI magazine.
Article 7: Method of Voting
The business of this club shall be transacted by voice vote, except for the election of officers and Directors, which shall be by ballot. The Board may determine that a specific resolution is considered by ballot rather than by voice vote.
Article 8: Avenues of Service
The Avenues of Service are the philosophical and practical framework for the work of the club and are Club Service, Vocational Service, Community Service, International Service, and New Generations Service. The club will be active in each of the Avenues of Service.
Article 9: Committees
Club committees are charged with carrying out the annual and long-term strategic goals of the club. The President-Elect, President, and Immediate Past President should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three years, in order to maintain consistency. The President-Elect is responsible for appointing committee members to fill vacancies, appointing committee chairpersons, and for conducting planning meetings prior to the start of the Year in office. It is recommended that the chairperson have prior experience as a member of that committee. Standing committees should be appointed as follows:
- Membership Committee – This committee should develop and implement a comprehensive plan for the recruitment and retention of Members.
- Public Image Committee – This committee should develop and implement plans to provide the public with information about RI and promote the club’s service projects and activities.
- Administration Committee – This committee should conduct activities associated with the effective operation of the club.
- Service Projects Committee – This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of the community, as well as communities in other countries.
- Rotary Foundation Committee – This committee should develop and implement plans to support the Rotary Foundation through financial contributions and program participation.
Additional ad hoc committees may be appointed as needed.
- The President shall be an ex-officio member of all committees and shall, as such, have all the privileges of membership thereon.
- Each committee shall transact its business as delegated in these bylaws, as well as such additional business referred to it by the President or Board. Except where special authority has been given by the Board, such committees shall not take action until a report has been made and approved by the Board.
- Each chairperson shall be responsible for regular meetings and activities of the committee, supervise and coordinate the work of the committee, and report to the Board on all committee activities.
Article 10: Committee Duties
The duties of all committees shall be established and reviewed by the President for his or her Year. In declaring the duties of each, the President shall reference appropriate RI materials and the Avenues of Service when developing plans for the Year.
Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each Year for implementation during the course of the Year. It shall be the primary responsibility of the President-Elect to provide the necessary leadership in preparing a recommendation for club committees, mandates, goals, and plans for presentation to the Board in advance of the commencement of the Year as noted above.
Article 11: Leave of Absence
Upon written application to the Board, setting forth good and sufficient cause, leave of absence for no longer than twelve months may be granted, excusing a Member from attending club meetings.
Article 12: Finances
Sec. 1 – Prior to the beginning of each fiscal year, the Board shall prepare a budget of estimated income and expenditures for the upcoming year. Unless otherwise ordered by an action of the Board, this shall stand as the limit of expenditures for these purposes. The budget shall be broken into two separate parts: club operations and charitable/service operations.
Sec. 2 – The Treasurer shall deposit all club funds into the bank named by the Board. Club funds shall be divided into two separate parts: club operations and service projects.
Sec. 3 – All bills shall be paid by the Treasurer or other authorized officer upon receiving approval from two other officers or Directors.
Sec. 4 – A thorough review of all financial transaction shall be done annually by a qualified individual.
Sec. 5 – To ensure the safe custody of club funds, officers having charge or control of club funds shall give bond as required by the Board. The cost of the bond shall be borne by the club.
Sec. 6 – The club’s fiscal year shall run from July 1 to June 30. Collection of membership dues shall be divided into semiannual periods: July 1 to December 31, and January 1 to June 30. Per capita dues and official RI magazine subscriptions shall be paid on July 1 and January 1 of each year, on the basis of club membership on those dates.
Article 13: Method of Electing Members
Sec. 1 – The name of a prospective Member, proposed by an active Member of the club, shall be submitted in writing, through the Secretary, to the Board. A transferring or former Member of another club may be proposed for active membership by the former club. The proposal shall be kept confidential, except as otherwise provided in this procedure.
Sec. 2 – The Board shall ensure that the proposal meets all the classification and membership requirements of the standard club constitution.
Sec. 3 – The Board shall approve or disapprove the proposal within thirty days of submission, and shall notify the proposer, through the Secretary, of its decision.
Sec. 4 – If the decision of the Board is favorable, the prospective Member shall be informed of the purposes of RI and of the privileges and responsibilities of membership, following which the prospective Member shall be requested to sign the membership proposal form and permit his or her name and proposed classification to be published to the club.
Sec. 5 – If no written objection to the proposal, stating reasons, is received by the Board from any Member (other than honorary) within seven days following publication of information about the prospective Member, that person, upon payment of admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered elected to membership. If any such objection has been filed with the Board, the Board shall vote on this matter at its next meeting. If approved despite the objection, the proposed Member, upon payment of admission fee (if not honorary membership), shall be considered elected to membership.
Sec. 6 – Following the election, the President shall arrange for the new Member’s induction, membership card, and new Member RI literature. In addition, the President or Secretary will report the new Member’s information to RI, and the President will assign a Member to assist with the new Member’s assimilation to the club, as well as assign the new Member to a club project or function.
Sec. 7 – The club may elect, in accordance with the standard club constitution, those honorary members proposed by the Board.
Article 14: Resolutions
The club shall not consider any resolution or motion to commit the club on any matter until the Board has considered it. If offered at a club meeting, such resolutions or motions shall be referred to the Board without further discussion.
Article 15: Order of Business
- Call to order
- Introduction of visitors
- Correspondence, announcements, and RI information
- Committee reports
- Unfinished business
- New business
- Address or other program features
- Adjournment Article
16: Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all Members present, provided that notice of such proposed amendment has been mailed to each Member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the standard club constitution and with the constitution and bylaws of RI.