Amended and Restated Effective November 5, 2020
ARTICLE I. BOARD OF DIRECTORS
1.1 Number: There shall be not less than twelve (12) and not more than sixteen (16) directors, who shall be members of the Club. The Board of Directors shall consist of twelve (12) directors elected in accordance with Section 2.1 of Article II, and the persons holding the offices of President, President-Elect, Secretary, and Treasurer. Each director will have one vote. The Immediate Past President will serve as an ex officio member of the Board.
ARTICLE II. ELECTION OF DIRECTORS
2.1 Election: The President shall appoint a Nominating Committee each November and this Committee shall submit to the entire club membership a list of eight (8) names as candidates for Directors. The names shall be submitted in writing to the members and announced at the weekly club meetings for the three (3) weekly club meetings prior to the election. The President shall also allow nominations from the floor at each of the three (3) weekly club meetings prior to the election. All nominations shall be placed on a written ballot and voting shall take place at a weekly club meeting in December. The four (4) candidates receiving the highest number of votes shall be declared elected as Directors.
2.2 Term of Directors: All directors shall serve a term of office of three (3) years with the term commencing on July 1st following the election. There shall be four (4) directors elected each year so that there will be three (3) classes of directors with overlapping terms.
2.3 Board Vacancies: All vacancies on the Board shall be filled by the Board for the unexpired term.
ARTICLE III. OFFICERS
3.1 Officers: The Officers shall be a President, President-Elect, Secretary, and Treasurer.
3.2 Election: The Board of Directors shall serve as the Nominating Committee for officers, and shall submit to the entire club membership its nominees for officers. The names shall be submitted in writing to the members and announced at the weekly club meetings for the three (3) weekly club meetings prior to the election. The President shall also allow nominations from the floor at each of the three (3) weekly club meetings prior to the election. All nominations shall be placed on the written ballot and voting shall take place at a weekly club meeting in December. The candidates for each office receiving a majority of the votes cast shall be declared elected. The officers elected shall take office on July 1st following their election and their term shall be for one (1) year. The officers must be from present Board membership or members who have previously served on the Board of Directors.
3.3 President: The President shall preside at all club meetings and meetings of the Board of Directors. In addition, the President shall carry out all duties ordinarily assigned to such office.
3.4 President-Elect: The President-Elect shall preside in the absence of the President and serve as Chairman of the Program Committee. The President-Elect shall also carry out any other duties assigned by the President or the Board.
3.5 Secretary: The Secretary shall keep the records of membership and attendance of the meeting of the Board of Directors, and shall send out notices of such meetings and make all required reports to Rotary International. In addition, the Secretary shall perform all correspondence associated with the club.
3.6 Treasurer: The Treasurer shall have custody of all club funds and account therefor annually to the Club, and at any time to the Board upon request. The Treasurer shall deposit all monies and write all checks as authorized and directed by the Board. Upon leaving office, the Treasurer shall turn over to the succeeding Treasurer all funds and books of accounts in his or her possession. If requested by the incoming Treasurer, a review of all financial records shall be carried out by a group of qualified members of the Club, appointed by the President.
ARTICLE IV. MEETINGS
4.1 Annual Meetings: An annual meeting of the Club shall be held at a weekly Club meeting in December in each year, at which time the election of officers and directors to serve for the ensuing Club year will be held.
4.2 Weekly Meetings: The regular weekly meetings of the Club shall be held on Thursday at 12:00 p.m. at a place selected by the Board of Directors. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the Club.
4.3 Quorum: One-third (1/3) of the membership shall constitute a quorum at the annual and regular meetings of the Club. The quorum may include Approved Electronic Voting and/or Approved Virtual Participation by members (see 6.1).
4.4 Board Meetings: Regular meetings of the Board shall be held monthly on a schedule established by the Board. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of a majority of the members of the Board, due notice having been given.
4.5 Quorum: A majority of the Board members shall constitute a quorum of the Board. The quorum may include Approved Electronic Voting and/or Approved Virtual Participation by members (see 6.1).
ARTICLE V. FEES AND DUES
5.1 Admission Fee: An admission fee shall be established from time to time by the Board of Directors. It must be paid before an applicant is elected as a member.
5.2 Annual Dues: Membership dues shall be established from time to time by the Board of Directors, and will be payable at such times as established by the Board.
ARTICLE VI. VOTING
6.1.1 Approved Electronic Means. Any electronic method of notification may be used so long as there is a demonstrable record of the receipt of notification by the intended party; e.g. a phone conversation with time and date recorded or an email communication which requires an acknowledgment. In all cases, the recipient personally acknowledging notification at the meeting shall be considered proof of contact.
6.1.2 Approved Electronic Vote. Any electronic method of voting may be used so long as there is transparency and traceability in the vote such that it can be assured that only one vote is cast per member and that all members wishing to vote are accounted. Certification by the Secretary shall be sufficient, however, any member may challenge the record and is entitled to inspect the records.
6.1.3: Approved Virtual Participation. Any method of virtual participation in the business portion of a meeting which meets the criteria of allowing interactive participation by the member. These include, but are not necessarily limited to, teleconferencing and online video.
6.2: The business of this club shall be transacted by in person, written, or Approved Electronic Means. All voting shall be transacted by in-person, written, or Approved Electronic Vote except for election of officers and board members which shall be by written or Approved Electronic Vote.
6.3: The board may, outside of a regular or special meeting, vote on matters in person or by Approved Electronic Vote. In such a case, the President shall notify each member of the board in advance of the matters in question. The President may do so in person or by Approved Electronic Means. The period of advance notification shall be at least ten days unless unanimously waived by a quorum of the board, per Section 4.5.
6.4: All written and Approved Electronic Votes taken on matters outside of a regular board meeting must be certified by the Secretary at the next board meeting. The Secretary shall certify all written and Approved Electronic Votes cast during a board meeting as part of the minutes.
ARTICLE VII. COMMITTEES
7.1 Standing Committees: The President shall, subject to the approval of the Board, appoint such standing committees as may be determined to be appropriate from time to time and as may be required by Rotary International.
7.2 Other Committees: The President shall, subject to the approval of the Board, also appoint such other committees as the President may deem necessary or appropriate.
ARTICLE VIII. LEAVE OF ABSENCE
8.1 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.
ARTICLE IX. FINANCES
9.1 Finances: The Treasurer shall deposit all funds of the Club in a bank selected from time to time by the Board. All disbursements shall be paid only by checks signed by the Treasurer or other person authorized by the Board.
9.2 Bond: Officers having charge or control of funds shall give bond as may be required by the Board for the safe custody of the funds of the club. The cost of any such bond shall be borne by the Club.
9.3 Fiscal Year: The fiscal year shall extend from July 1st to June 30th.
9.4 Budget: At the beginning of each fiscal year the Board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board.
ARTICLE X. METHOD OF ELECTING MEMBERS
10.1 New prospective members shall be proposed by at least two (2) co-sponsors who are Club members. New prospective members must have been a local resident or own a local business or be employed at a local business for at least six (6) months. Exceptions to the above are:
1. A current Rotary member from another Club.
2. At the discretion of the Board of Directors an individual who replaced a Club member who resigned from that position.
10.2 The prospective member shall be brought, as a guest, to at least two Club meetings. The Co-sponsors should introduce the prospective member to a number of club members and to the current officers.
10.3 A written membership application, signed by the prospective member and two (2) cosponsors, together with letters of reference from the two (2) co-sponsors, shall be submitted to the Board, outlining reasons the prospective member will be an active and responsible Rotarian.
10.4 The proposal shall be kept confidential, except as otherwise provided in this procedure.
10.5 The Board shall request the Membership Committee to investigate and report to the Board on the eligibility of the proposed member, after a diligent and thorough review of his character, business and social standing, and general eligibility in accordance with the requirements for a Rotarian as set forth in the Constitution.
10.6 If the Board approves the general eligibility of the proposed member, the Board shall refer the application to the Classification Committee for assignment of an appropriate classification.
10.7 The Classification Committee shall assign a classification.
10.8 After assignment of a classification, the Orientation Committee shall contact the proposed member and the co-sponsors to schedule an orientation meeting for the proposed member, which meeting the co-sponsors may attend. The Chair of the Orientation Committee shall contact the Secretary upon completion of the orientation.
10.9 After completion of the orientation, the Secretary shall send written notice to all members of the membership proposal.
10.10 If no written objection to the proposal, stating reasons, is received by the Board from any member of the Club within seven (7) days following notice of the membership proposal, the prospective member, upon payment of his admission fee, shall be considered to be elected to membership.
10.11 If any written objection has been filed with the Board, the Board will consider the objection at a regular or special meeting of the Board and shall vote on the proposed member. If no negative votes are cast by the members of the Board in attendance at such regular or special meeting, the proposed member, upon payment of the prescribed admission fee, shall be considered to be elected to membership. One (1) negative vote of a Board member will defeat the membership proposal.
10.12 Following the member’s election to membership, the club Secretary shall issue a membership card to the member and shall report the member’s name to the Secretary of Rotary International.
10.13 The member shall be formally introduced and inducted as a new member at a regular meeting of the Club.
10.14 The provisions of this Article shall not apply to a transferring or former member of another club proposed for membership in this Club by the former club, the procedure for which shall follow Rotary International guidelines.
ARTICLE XI. RESOLUTIONS
11.1 Resolutions: No resolution or motion to commit the Club on any matter shall be considered by the Club until it has been considered by the Board. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion.
ARTICLE XII. AMENDMENTS
12.1 Amendments: These by-laws may be amended at any regular member meeting, a quorum being present, by a two-thirds (2/3) vote of all members present, provided that proper and adequate notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to these by-laws can be made which is not in harmony with the club constitution and with the constitution and by-laws of Rotary International.
ARTICLE XIII. NOTICE
Any written notice provided for under these By-Laws may be given by electronic mail or U.S. Mail.