Bylaws of the Rotary Club of Chatham, Virginia
Article I Definitions
- 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.
- District: Rotary International District 7570.
- Year: The twelve-month period that begins on 1 July.
Article 2 Board
Section 1 – The governing body of this club shall be the board consisting of nine members of this club, namely, three directors elected in accordance with article 3, section 1, of these bylaws, and the president, president-elect, secretary, treasurer, sergeant-at-arms, and the immediate past president.
Section 2 – The board of directors, by majority vote, may elect one additional member to serve as International Director. The duties of the international director shall be to represent the interests of the club in international events, and to report to the board and the membership on international actions and their effect on club affairs.
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, secretary, treasurer, sergeant-at-arms and three directors. The nominations may be presented by a nominating committee or by members from the floor, by either or by both as the club may determine. 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 alphabetical order under each office and shall be voted for at the annual meeting. The candidates for president, secretary, treasurer and sergeant-at-arms 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-elect 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.
Section 2 – A vacancy in the board or any office shall be filled by action of the remaining directors.
Section 3 – 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
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 – Immediate Past President. It shall be the duty of the immediate past president to serve as a director and to perform such other duties as may be prescribed by the president or the board.
Section 3 – 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. It shall be the duty of the president-elect to preside at meetings of the club and the board in the absence of the 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. The secretary shall maintain one original of these bylaws, updated with all current amendments, as part of the permanent records of the club.
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. Annually, or 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.
Section 6 – Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the board. These duties include, but are not limited to:
Maintaining a record of attendance at each meeting to be submitted to the secretary.
Collecting charges as set by the board to visitors, honorary members and guests for meals at meetings, and delivering such funds and an accounting thereof to the treasurer.
Preparing name tags for visitors and guests, and visiting Rotarian make-up attendance records.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held on the second 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 – Regular Meetings. The regular weekly meetings of this club shall be held on Tuesday at 12:15 PM. Due notice of any changes in or cancelation 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 at least quarterly, as announced by the President at least seven days before each meeting. Special meetings of the board may be called by the president, whenever deemed necessary, or upon 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 membership dues shall be as set by the board, with the understanding that a portion of each quarterly payment shall be applied club, district and national dues, and to each member’s subscription to the RI official magazine.
Section 2 – The charge for meals shall be as set by the board.
Section 3 – Dues and charges are payable in advance, quarterly on the first day of July, October, January and of April.
Section 4 – The dues of honorary members shall be as set by the board, payable annually in advance, on the first day of the quarter following admission as an honorary member. Honorary members shall be charged for meals at the same rate which is set for guests.
Section 5 – Dues shall not be pro-rated or refunded.
Article 7 Method of Voting
The business of this club shall be transacted by viva voce vote except a contested 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 viva voce vote.
Article 8 Five Avenues of Service
The five Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service, and New Generations Service. This club will be active in each of the five 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 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 his or her 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:
This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
- Public Image
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.
This committee should prepare an annual audit of the books of the club, prepare tax returns as required, confirm that funds are expended as restricted or authorized by the board, and assist the Treasurer in establishing standards for internal accounting.
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.
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
Section 1 – 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.
Section 2 – 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.
Section 3 – In the event that a member whose absences are excused under the provisions of this article attends a club meeting, the member and the member’s attendance shall be included in the membership and attendance figures used to compute this club’s attendance.
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 non-operational activities.
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 non-operational funds.
Section 3 – All bills shall be paid by the treasurer or other authorized officer only when requested in writing and approved by two other officers or directors. The board may give blanket authorization for payment of normal recurring bills by the treasurer without additional approval. Such blanket approval shall be reviewed by the board at least annually.
Section 4 – A thorough review of all financial transactions by a qualified person shall be made at least once each year, or as determined by the board.
Section 5 – Officers having charge or control of club funds may be required to give bond as determined 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 and fees shall be divided into four (4) quarterly periods extending from 1 July to 30 September, 1 October to 31 December, 1 January to 31 March, and from 1 April 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, or as otherwise directed by action of the district.
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 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 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 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 committee.
Section 7 – The club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the board.
Section 8 – No charge will be made to a member for meals of visitors brought to club meetings as potential candidates for membership.
Article 14 Resolutions
Section 1 – 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 by the club. After having given consideration to the matter, the board will submit its recommendations to the club.
Section 2 – Having received the recommendations of the board, the club may then proceed to take such actions as may seem proper to the majority of members.
Section 3 – Any appeal to the club, or to its members as Rotarians, for charitable or other subscriptions shall be handled in accordance with the procedures prescribed in this article.
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.
Article 16 Notification
Section 1 – Formal notification of members or directors as required by these bylaws shall be by one or more of the following methods:
a) Electronic transmission by e-mail, sent to the member’s e-mail address as listed in the club directory.
b) Letter by United States Postal Service, regular mail, sent to the member’s address as listed in the club directory.
Section 2 – Each member shall review the club directory and notify the Secretary of updates or changes of addresses as required.
Article 17 Amendments
Section 1 – 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 given 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.
Section 2 – The secretary shall affix a copy of each amendment, numbered, signed by the club president and dated, as an addendum to this document.
These by-laws are approved by the Board of Directors and adopted by the membership on this, the 2nd Day of November, 2010, to become effective the 1st day of December, 2010
November 2, 2010
Wayne H. Roberts, President