SOUTHERN RENSSELAER COUNTY ROTARY CLUB

(Last modified on September 10, 2020)

Article 1: Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:

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. Rotary Year: The 12-month period beginning on July 1 and ending on June 30.

Article 2: Board

The governing body of this club may consist of up to eleven (11) members. They shall include the president, president-elect, vice president, immediate past president, secretary, treasurer, and may include up to five (5) at-large directors. If necessary, the offices of president-elect and vice president may concurrently be held by one person who shall have only a single vote.

Article 3: Election of Directors and Officers

Section 1: At a regular meeting held at least one month prior to the end of the Rotary Year, the presiding officer shall ask for nominations by members of the club for president, vice president, secretary, treasurer, and a number of directors. The nominations may be presented by a nominating committee or by members from the floor, as the Board may determine in advance of the meeting. If a nominating committee is used, it shall be made up of three (3) club members, appointed by the president. If such a committee is used, after it presents its slate of officer candidates to the membership, additional nominations may be made from the floor before a vote is taken. The candidates for president, vice president, secretary, treasurer, and directors receiving a majority of the votes shall be declared elected, and shall assume office on July 1.

Section 2: A vacancy on the Board or in any office shall be filled by action of the remaining directors within thirty (30) days of the occurrence of a vacancy.

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: President-elect -– It shall be the duty of the president-elect to serve as a director and program chair, and to perform such other duties as may be prescribed by the president of 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 pertain 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 the membership on January 1 and July 1 of each year, and prorated reports on October 1 and April 1 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 others 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, to propose a budget for the next succeeding year, 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: The principal regular meetings of this club shall be held at 6:15 p.m. each Thursday, holidays excepted, from September through June at a location so designated for that purpose by the Board. During July and August, informal activities may be scheduled in place of formal meetings.

Section 2: Due notice of any changes in, or canceling of, any regular meetings shall be given to all members of the club by phone, email, or other electronic communications. 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 either at this club 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 provide in the standard Rotary club constitution, Article 8, Sections 1 and 2.

Section 3: Ten (10) members constitute a quorum at the regular meetings of this club. Written and electronic proxy votes submitted in advance of the meeting to any board member attending the meeting may be counted toward achieving a quorum.

Section 4: Meetings of the Board shall be held monthly, or as called by the president. 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

Club annual dues will be based on dues levels set by Rotary International and District 7190 plus a Club membership fee of $20 above RI and District dues for first-year members and $30 above RI and District dues for all members after their first year. A $5 deduction from each member’s dues will become an annual contribution to the Rotary Foundation. Fees are payable annually no later than the first day of June, or semiannually no later than the first day of June and no later than the first day of December. All members who have not paid 100% of their dues for the upcoming Rotary Year by June 1 of each year, or 50% installments by June 1 and December 1, will be deemed to have resigned from membership. Per Rotary International regulations, a portion of each 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 viva voce vote except the election of officers and directors, which shall be by ballot unless no offices are contested. The Board may determine that a specific resolution be considered by ballot rather than by a viva voce vote. [Viva voce vote is defined as when club voting is conducted by vocal assent.]

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 (1.) Club Service, (2.) Vocational Service, (3.) Community Service, and (4.) 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 president, president-elect, 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 shall be appointed as follows:

• Club Sustenance –- This committee shall develop and implement a comprehensive plan for the recruitment and retention of members, as well as take the lead in coordinating fundraising efforts and budget creation.

• Foundation & International –- This committee shall develop and implement plans to support The Rotary Foundation through both financial contributions and program participation, and coordinate club support of Polio Plus, Gift of Life, and Shelter Box as well as various other non-domestic efforts that may come before the club.

• Youth Programs — This committee shall coordinate efforts in support of Rotary Youth Exchange, scholarships, aid to Scouts, and such other initiatives in support of the youths and youth organizations of the community.

• Community Services — This committee shall coordinate support of a range of efforts such as Ronald McDonald House, Circles of Mercy, Doors of Hope, The Anchor, Rotaract, and others that come before the club.

• Additional ad hoc committees may be appointed by the president or president-elect 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 services 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.

Article 12: Finance

Section 1: Prior to the beginning of each fiscal year, the Board shall receive from a fiscal committee consisting of the president, treasurer and president-elect — acting as a committee of three (3) — the proposed budget, which shall include estimated income and expenditures, 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 shall be paid by the treasurer or other authorized officer.

Section 4: A thorough review of all financial transactions by the Board shall be made once each year.

Section 5:  The fiscal year of this club shall extend from July 1 to June 30, the collection of members’ dues shall be divided into two (2) semiannual periods extending from July 1 to December 31, and from January 1 to June 30. Payment of per capita dues and RI official magazine subscriptions shall be made on July 1 and January 1 of each year on the basis of the membership of the club on those dates.

Article 13: Member Definitions / Method of Electing Members

Section 1: Prospective members may be individuals new to Rotary, former members returning to Rotary, persons transferring from other Rotary clubs, or “Corporate” or “Family” memberships. Individual members may cast single votes on business matters coming before the club. Corporate or Family memberships are limited to a single vote no matter how many of its members attend a meeting at which club business is transacted.

Section 2: The name of a prospective member in any of the categories described in Section 1, who must be sponsored by an active member of the club, shall be submitted to the chair of the Membership Committee as a first step toward acceptance. However, a transferring or returning Rotarian may be directly proposed to active membership by that person’s former club and need not go through application procedures required of new members.

Section 3: The Board shall ensure that the proposed member meets membership requirements of the standard Rotary Club Constitution.

Section 4: The applicant shall be introduced in person to the general membership by the sponsor at a regularly scheduled dinner meeting before formal submission and acceptance of a membership application.

Section 5: If no objection to the proposed member is received by the Board from any active member within three (3) days after the two in-person introductions, that person upon payment of the year’s dues, in full or pro-rated, shall be considered elected to membership.

Section 6: Following election of the new member, the President shall arrange for the new Rotarian’s induction, membership pin, and new-member Rotary literature. In addition, the President and the Secretary will report to Rotary International the acceptance of the new member, and the President will assign a member to assist with the new member’s assimilation into 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 standardized Rotary Club Constitution, honorary members proposed by the Board. Such members are not subject to dues.

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: Mandatory Order of Business

• Call to order and invocation
• Introduction of visitors
• The meal
• Correspondence, announcements and Rotary information
• Committee reports, if any
• Any unfinished business
• Any new business
• Presentation of program if scheduled
• 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 shall have been e-mailed or mailed via USPS 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 constitutions and bylaws of RI.

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