Bylaws of the Rotary Club of
Article I Definitions
1. Board: The
Board of Directors of this club.
2. Director: A member of this club's
Board of Directors.
3. Member: A member, other than an
honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period
that begins on 1 July.
Article 2 Board
The governing body of this club shall be the Board consisting of ten (10) Members of this club, namely, five (5) directors elected in accordance with article 3, section 1, of these bylaws, and the president, president-elect (or president-nominee, if no successor has been elected), secretary, treasurer, and the immediate past president, who shall be the vice president.
Article 3 Election of Directors and Officers
Section 1 –
At a regular meeting one week prior to the meeting for election of officers,
the presiding officer shall ask for nominations by Members of the club for
president, secretary, treasurer, and directors to fill the positions of those
whose terms are expiring. The nominations may be presented by a nominating
committee and by members from the floor. The nominating committee shall consist
of past presidents and shall be selected at a meeting of past presidents
organized by the second preceding past
president. The nominations duly made shall be voted for at the annual meeting. Voting
shall be by voice vote unless the president determines that a written ballot is
necessary. The candidates for president, secretary, and treasurer receiving a
majority of the votes shall be declared elected to their respective offices.
The candidates for director receiving a majority of the votes for each position
shall be declared elected as directors for two years.
The candidate for president elected in
such balloting shall be the president-nominee and serve as a director for the
year commencing on the first day of July next following the election, and shall
assume office as president on the first day of July immediately following that
year. The president-nominee shall take
the title of president-elect upon the election of a successor.
Section 2 – The officers and directors, so elected, together with the immediate past president shall constitute the Board.
Section 3 – A vacancy in the Board or any office shall be filled by action of the remaining Directors.
Section 4 – A
vacancy in the position of any officer-elect or director-elect shall be filled
by action of the remaining officers-elect and directors-elect.
Article 4 Duties of Officers
Section 1 – President. It shall be the duty of the president to preside at meetings of the club and the Board and to perform other duties as ordinarily pertain to the office of president.
Section 2 – President-elect. It shall be the duty of the president-elect to serve as a director and to perform such other duties as may be prescribed by the president or the Board.
Section 3 – Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and the Board in the absence of the president and to perform other duties as prescribed by the president or the Board.
Section 4 – 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 1 January and 1 July of each year, and prorated reports on 1 October and 1 April of each active member who has 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 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary as directed by the Board or the President.
Section 5 – Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for them to the club annually and at any other time upon demand by the Board, and to perform other duties as prescribed by the president or the Board. 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.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held at the second regular meeting of the club in December in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.
Section 2 – The regular weekly meetings of this club shall be held on Monday at12:15 pm.
Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting honorary members (or Members excused pursuant to article 8, sections 3 and 4 of the standard Rotary club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by a Member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, article 8, sections 1 and 2.
Section 3 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
Section 4 – Regular meetings of the Board shall be held each month on a date and at a time as determined by the Board. Special meetings of the Board shall be called by the president whenever deemed necessary or upon the request of two (2) Directors, due notice having been given.
Section 5 – A majority of the Directors shall constitute a quorum of the Board.
Article 6 Fees and Dues
Section 1 – The admission fee in an amount determined by the Board shall be paid before the applicant can qualify as a Member.
Section 2 – The membership dues shall be an amount determined by the Board and shall be payable semiannually on the first day of July and the first day of January, with the understanding that a portion of each semiannual payment shall be applied to each Member’s subscription to the RI official magazine.
Article 7 Method of Voting
The business of this club shall be transacted by voice vote
except as otherwise provided in these Bylaws.
The Board may determine that a specific resolution be considered by
ballot rather than by voice
vote.
Article 8 Four Avenues of Service
The four Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, and International Service. This club will be active in each of the four Avenues of Service.
Article 9 Committees
Section 1 – Club committees are charged with carrying out the annual and long-range goals of the club based on the four Avenues of Service. 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 to ensure consistency. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a Member of the committee. Standing committees should be appointed as follows, and additional ad hoc committees may be appointed as needed:
(a)
Membership. This committee should develop
and implement a comprehensive plan for the recruitment and retention of Members.
(b)
Club Public Relations. This
committee should develop and implement plans to provide the public with
information about Rotary and to promote the club’s service projects and
activities.
(c)
Club Administration. This
committee should conduct activities associated with the effective operation of
the club.
(d)
International Service Projects. This
committee should develop and implement educational, humanitarian, vocational
and cooperative projects that address an international exchange of ideas and
reciprocal understanding of cultures and nationalities.
(e)
Community Service
Projects. This committee should
develop and implement educational, humanitarian and vocational projects that address the needs of its community.
(f)
The Rotary Foundation. This committee should develop and implement plans
to support The Rotary Foundation through both financial contributions and
program participation.
Section 2 – The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.
Section 3 – Each committee
shall transact its business as is delegated to it in these bylaws and such
additional business as may be referred to it by the president or the Board.
Except where special authority is given by the Board, such committees shall not
take action until a report has been made and approved by the Board.
Section 4 – Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee and shall report to the Board on all committee activities.
Article 10 Duties of Committees
Section 1 – 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 make reference to appropriate RI materials. The service project committees will consider vocational service, community service and international service avenues when developing plans for the year.
Section 2 – 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 to prepare 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 may be granted excusing a Member from attending the meetings of the club for a specified length of time. Each applicant shall be granted a maximum of one leave per fiscal year. Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the Member’s attendance. Unless the Member attends a regular meeting of some other club, the excused Member must be recorded as absent except that absence authorized under the provisions of article VIII, sections 3 and 4 of the standard Rotary club constitution is not computed in the attendance record of the club.
Article 12 Finances
Section 1 – Prior to the beginning of each fiscal year, the Board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.
Section 2 – The treasurer shall deposit all club funds in a bank, named by the Board.
Section 3 – All bills shall be paid by the treasurer or other authorized officer. All checks shall require two signatures. The check signers shall be the officers of the Club.
Section 4 – Once each year a thorough review of all financial transactions shall be made by a qualified person selected by the Board. Such person shall present to the Board the conclusions of the review.
Section 5 – Officers having charge or control of club funds shall give bond as required by the Board for the safe custody of the funds of the club, cost of bond to be borne by the club.
Section 6 – The fiscal year of this club shall extend from 1 July to 30 June, and for the collection of members' dues shall be divided into two (2) semiannual periods extending from 1 July to 31 December, and from 1 January to 30 June. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.
Article 13 Method of Electing Members
Section 1 – The name of a prospective Member, proposed by an active Member of the club, shall be submitted to the Board in writing, through the club secretary. A transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure.
Section 2 – The Board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution.
Section 3 – The Board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the proposer, through the club secretary, of its decision.
Section 4 – If the decision of the Board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification to be published to the club.
Section 5 –
(a) If no written objection to the proposal, stating reasons, is received by the Board from any Member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.
(b) If any such objection has been filed with the Board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.
Section 6 – Following the election, the second preceding past president shall arrange for the new Member's induction, membership card, and new Member Rotary literature. In addition, the president or secretary will report the new Member 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.
Section 7 – The club may elect, in accordance with the standard Rotary club constitution, 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. Such resolutions or motions, if offered at a
club meeting, shall be referred to the Board without discussion.
Article 15 Order of Business
Business at regular meetings shall be conducted in the following order:
Article 16 Notices
Whenever any provision of these bylaws requires giving notices or otherwise sending documents to Members, sending such notices or documents by email shall satisfy any delivery requirement contained in these bylaws, provided the Members to whom such emails were sent had previously requested to receive notices and other documents by email.
Article 17 Adoption of Club Constitution
The club adopts Rotary International’s prescribed standard club constitution as its constitution. A copy, entitled “Constitution of the Rotary Club of San Rafael,” is appended to these bylaws. The constitution is deemed amended from time to time in order to conform at all times to amendments in Rotary International’s prescribed standard club constitution.
Article 18 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 shall have been provided to each Member at least ten (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the standard Rotary club constitution and with the constitution and bylaws of Rotary International.