*Bylaws of the Rotary Club of
Rome, New York, USA
*NOTE: These bylaws may
be changed, provided such changes are not out of harmony with the standard
Rotary club constitution and with the RI constitution, RI bylaws, and the
Rotary Code of Policies. If any doubt exists, the proposed changes should be
submitted to the general secretary for the consideration of the Board of
Directors of RI.
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 15 members of this club, namely, nine
directors elected in accordance with article 3, section 1, of these bylaws, and
the president, vice-president, president-elect (or president-nominee, if no
successor has been elected), secretary, treasurer, and the immediate past
president.
Article 3 Election of Directors and Officers
Section 1 – At a regular meeting one month prior to the
meeting for election of officers, the presiding officer shall ask for
nominations by members of the club for president, vice-president, secretary,
treasurer, and six directors. The nominations may be presented by a nominating
committee or by members from the floor, by either or by both. If it is
determined to have a nominating committee, such committee shall be appointed as
the club may determine. The nominations duly made shall be placed on a ballot
in random order under each office and shall be voted for at the annual meeting.
The candidates for president, vice-president, secretary, and treasurer
receiving a majority of the votes shall be declared elected to their respective
offices. The three candidates for director receiving a majority of the votes
shall be declared elected as directors. 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 on the first day of July next following
the election.
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 directors 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 ordinarily pertains to the office of vice-president.
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.
Section 5 – Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for it to the club annually and at any other time upon demand by the board, and to perform other duties as pertains 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, or any other club property.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held at a Tuesday meeting 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 Tuesday at 12:00 noon and other times and days authorized by the Board. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members, excepting an honorary member (or member 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 the 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 on the second Friday of each month. 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. Any member of the Board who misses three consecutive meetings, or six meetings during a Rotary year, without being excused by the Board may be removed from office and replaced in accordance with these bylaws.
Section 5 – A majority of the directors shall constitute a quorum of the board.
Section 6 – Action by the Board without a Meeting.
(a) Any action which could be taken at a meeting of the Board may be taken
without a meeting if an electronic mail message setting forth the action so
taken is affirmatively agreed to by at least a quorum of the Directors using
the procedures in the next paragraph.
(b) An action that does not elicit controversy (i.e., the dissent of a single
Board member) may be taken via electronic mail in the following sequence:
1.
Preliminary discussion shall be commenced via message to all Board members. All
Board members shall have until 5:00 PM the next weekday (Monday through Friday)
to discuss the issue presented.
2. A
motion shall be made by the President, President-Elect, or Vice President via
message to all Board members.
3.
Said motion shall be seconded by any member of the Board via a message to all
Board members.
4.
Board members shall vote on the action via email to all Board members by 5:00
PM the next weekday (Monday through Friday) after the motion has been seconded
(the SEND time of the email seconding the motion starts this process). Failure
to reply shall not constitute dissent.
5.
All votes will be reconfirmed at the next meeting of the Board and recorded in
the minutes of that meeting.
Article 6 Fees and Dues
Section 1 – The admission fee shall be set by the Board and is to be paid before the applicant can qualify as a member. The admission fee will be waived for applicants who were previously Rotarians.
Section 2 – The membership dues shall be set by the Board, payable annually or semiannually on or before the first day of July and 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. The Board may authorize a 10% discount for annual dues if they are paid on or before 15 June. The Board may change the amount of the dues by a majority vote at any meeting of the Board.
Article 7 Method of Voting
The business of this club shall be transacted by vocal vote except the election of officers and
directors, which shall be by ballot. 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
Club committees are
charged with carrying out the annual and long-range goals of the club based on
the four Avenues of Service. The Club’s officers 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:
·
Membership — this committee should develop and implement a
comprehensive plan for the recruitment and retention of members.
·
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.
·
Club Administration — this committee should conduct activities
associated with the effective operation of the club.
·
Service
Projects — this committee should develop and implement educational, humanitarian,
and vocational projects that address the
needs of its community and communities in other countries.
·
The Rotary Foundation — this
committee should develop and implement plans to support The Rotary Foundation
through both financial contributions and program participation.
Additional ad hoc
committees may be appointed as needed.
(a) The president shall be ex-officio a member of
all committees and, as such, shall have all the privileges of membership
thereon.
(b) 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.
(c) 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.
In addition to the committees above, there shall be
an Executive Committee. The members of the Executive Committee shall be the
Officers of the Rome Rotary Club. These shall consist of the President who
shall serve as chair, Immediate Past President, President Elect, Vice
President, Secretary, and Treasurer. The Executive Committee may act in the
place of the Board of Directors when there are emergencies or matters requiring
expedient action and it is not practical or feasible to call a special Board
Meeting. Any actions taken by the Executive Committee will be reported to the
Board at its next meeting and are subject to subsequent approval by the Board.
Article 10 Duties of Committees
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 committee will consider
vocational service, community service, and international service avenues 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 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. (Note: 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 8, 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. The club funds shall be divided into two separate parts: club operations and service projects.
Section 3 – All bills that relate to budgeted items, or designated or approved by prior Board action, may be paid by the Treasurer or other authorized officer without further authorization. All other bills may be paid by the treasurer or other authorized officer only when approved by one other officer or director.
Section 4 – A thorough review of all financial transactions by a qualified person shall be made once each year.
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 – 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.
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 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
Meeting called to order.
Introduction of visitors.
Correspondence,
announcements and Rotary Information.
Committee reports if any.
Any unfinished business.
Any new business.
Address or other program
features.
Adjournment.
Article 16 Amendments
These bylaws may be
amended at any regular meeting of the Board, a quorum being present, by a
two-thirds vote of all members present, provided that notice of such proposed
amendment shall have been sent 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 RI.
Approved by the Board on: 13 March 2009__________________
President’s Signature: _________________________________
Secretary’s Signature: _________________________________