OKC Rotary Club Bylaws

Article 1 Definitions

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

Board: The Board of Directors of this club.
Bylaws: The bylaws 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.
Satellite club A potential club whose members shall also be members (when applicable): of this club.
Year: The twelve-month period which begins on 1 July.

Article 2 Name (select one)

The name of this organization shall be Rotary Club of Oklahoma City (Member of Rotary International)

Article 3 Locality of the Club

The locality of this club is as follows: The corporate limits of the City of Oklahoma City and adjacent trade territory, except that portion of the city which is south of the Oklahoma River, and except that portion of the City which lies north of and including both sides of (north) 22nd street; subject to the condition that this organization retains the right to admit members from the portion of the City of Oklahoma City which lies south of the Oklahoma River and that portion of the City of Oklahoma City which lies north of (north) 22nd Street. (Note: These territorial limits are understood to include the immediate tributary rural territory for which the community in which the club is located is the principal banking, trading, and shipping center.)

*The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt this prescribed standard club constitution.

Article 4 Object

The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:

First. The development of acquaintance as an opportunity for service;

High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;

The application of the ideal of service in each Rotarian’s personal, business, and community life;

The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.

Article 5 Five Avenues of Service

Rotary’s Five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.
1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles.
3. Community Service, the third Avenue of Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
4. International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.
5. Youth Service, the fifth Avenue of Service, recognizes the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.

Article 6 Meetings

Section 1

This club shall hold a regular meeting once each week on the day and at the time provided in the bylaws.
For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place.
The board may cancel a regular meeting if it falls on a legal holiday, including a commonly recognized holiday, or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings.
If provided in the bylaws, a satellite club shall hold regular weekly meetings at a place and at a time and day decided by its members. The day, time and place of the meeting may be changed in a similar way to that provided for the club’s regular meetings in section 1(b) of this article. A satellite club meeting may be cancelled for any of the reasons enumerated in section 1(c) of this article. Voting procedures shall be as provided in the bylaws.

Section 2

An annual meeting for the election of officers shall be held not later than 31 December as provided in the bylaws.
A satellite club (when applicable) shall hold an annual meeting of its members before 31 December to elect officers for the general governance of the satellite club.

Article 7 Membership

Section 1 This club shall be composed of adult persons of good character and good business, professional and/or community reputation.

Section 2 This club shall have two kinds of membership, namely: active and honorary.

Section 3 A person possessing the qualifications set forth in article 5, section 2 of the RI constitution may be elected to active membership in this club.

Section 4

A member may propose to active membership a transferring member or former member of a club. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the classification limits. Potential members of this club who are current or former members of another club who have debts to the other club are ineligible for membership in this club. The club should demand that a potential member present written proof that no money is owed to the other club. The admission of a transferring or former Rotarian as an active member pursuant to this section shall be contingent upon receiving a certificate from the board of the previous club confirming the prospective member’s prior membership in that club. Transferring or former members changing clubs should be asked to bring a letter of recommendation from their previous club.
This club shall provide a statement whether money is owed to this club when requested by another club with respect to a current or former member of this club being considered for membership in the other club. If such a statement is not provided within 30 days of being requested, it shall be assumed that the member does not owe any money to this club.

Section 5 Members of a satellite club shall also be members of the sponsor club until such time as the satellite club shall be admitted into membership of RI as a Rotary club.

Section 6 No person shall simultaneously hold active membership in this and another club other than a satellite of this club. No person shall simultaneously be a member and an honorary member in this club. No person shall simultaneously hold active membership in this club and membership in a Rotaract club.

Section 7

Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary’s cause may be elected to honorary membership in this club. The term of such membership shall be as determined by the board. Persons may hold honorary membership in more than one club.
Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 8 Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this club under the classification of such office. This restriction shall not apply to persons holding positions or offices in schools, colleges, or other institutions of learning or to persons who are elected or appointed to the judiciary. Members who are elected or appointed to public office for a specified period may continue as such members in their existing classifications during the period in which they hold such office.

Section 9 This club may retain in its membership any member employed by RI.

Article 8 Classifications

Section 1

Each member shall be classified in accordance with the member’s business, profession, or type of community service. The classification shall be that which describes the principal and recognized activity of the firm, company, or institution with which the member is connected or that which describes the member’s principal and recognized business or professional activity or that which describes the nature of the member’s community service activity.
If the circumstances warrant, the board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.

Section 2 This club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club’s active membership. Members who are retired shall not be included in the total number of members in a classification. The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board of directors of RI, shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations.

Article 9 Attendance

Section 1 — General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings if provided in the bylaws, and engage in this club’s service projects, other events and activities. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and sub-sequently produces evidence to the satisfaction of the board that such action was reasonable, or makes up for an absence in any of the following ways:

If, within fourteen (14) days before or after the regular time for that meeting, the member
1. 1. attends at least 60 percent of the regular meeting of another club, of a satellite club meeting of another club, or of a provisional club; or
  2. attends a regular meeting of a Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship; or
  3. attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multizone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district training assembly, any district meeting held by direction of the board of directors of RI, any district committee meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or
  4. is present at the usual time and place of a regular meeting or satellite club meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or
  5. attends and participates in a club service project or a club- sponsored community event or meeting authorized by the board; or
  6. attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned; or
  7. participates through a club website in an interactive activity requiring an average of 30 minutes of participation.
When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend regular meetings or satellite club meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad.
If, at the time of the meeting, the member is
1. traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a)(3) of this section; or
2. serving as an officer or member of a committee of RI, or a trustee of The Rotary Foundation; or
3. serving as the special representative of the district governor in the formation of a new club; or
4. on Rotary business in the employ of RI; or
5. directly and actively engaged in a district-sponsored or RI- or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or
6. engaged in Rotary business duly authorized by the board which precludes attendance at the meeting.

Section 2 on Outposted Assignment. If a member will be working on an outposted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs.

Section 3 A member’s absence shall be excused if

the absence complies with the conditions and under circumstances approved by the board. The board may excuse a member’s absence for reasons which it considers to be good and sufficient. Such excused absences shall not extend for longer than twelve months. However, if the leave is for a medical reason that extends for more than twelve months such leave may be renewed by the board for a period of time beyond the original twelve months.
the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more and the member has notified the club secretary in writing of the member’s desire to be excused from attendance and the board has approved.

Section 4 A member’s absence shall be excused if the member is a current officer of RI or a Rotarian partner of a current officer of RI.

Section 5 When a member whose absences are excused under the provision of subsection 3(a) of this article fails to attend a club meeting, the member and the member’s absence shall not be included in the attendance records. In the event that a member whose absences are excused under the provisions of subsection 3(b) or section 4 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 10 Directors and Officers

Section 1 The governing body of this club shall be the board constituted as the bylaws may provide.

Section 2 The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 3 The decision of the board in all club matters is final, subject only to an appeal to the club. However, as to a decision to terminate membership, a member, pursuant to article 12, section 6, may appeal to the club, request mediation, or request arbitration. If appealed, a decision of the board shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the board, provided a quorum is present and notice of the appeal has been given by the secretary to each member at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the club shall be final.

Section 4 The club officers shall be a president, the immediate past president, a president-elect, and a secretary, and may include one or more vice- presidents, all of whom shall be members of the board. The club officers shall also include a treasurer and may include a sergeant-at-arms, all of whom may be members of the board as the bylaws shall provide. Club officers shall regularly attend satellite club meetings.

Section 5

Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified.
The president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office and shall serve as president-nominee upon election. The nominee shall take the title of president-elect on 1 July in the year prior to taking office as president. The president shall take office on 1 July and shall serve a period of one (1) year or until a successor has been duly elected and qualified.
Each officer and director shall be a member in good standing of this club. A candidate for the office of president shall have served as a member of this club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of this requirement. The president- elect shall attend the district presidents-elect training seminar and the district training assembly unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect. If the president-elect does not attend the presidents-elect training seminar and the district training assembly and has not been excused by the governor-elect or, if so excused, does not send a designated club representative to such meetings, the president-elect shall not be able to serve as club president. In such event, the current president shall continue to serve until a successor who has attended a presidents-elect training seminar and district training assembly or training deemed sufficient by the governor-elect has been duly elected.

Section 6 A satellite club shall be located in the same locality as this club or in the surrounding area.

This club shall provide such general oversight and support of a satellite club as is deemed appropriate by the board.
For the day-to-day governance of a satellite club, it shall have its own annually elected board drawn from its members and comprising the officers of the satellite club and four to six other members as the bylaws shall provide. The highest officer of the satellite club shall be the chairman and other officers shall be the immediate past chairman, the chairman-elect, the secretary and the treasurer. The satellite board shall be responsible for the day-to-day organization and management of the satellite club and its activities in accordance with Rotary rules, requirements, policies, aims and objectives under the guidance of this club. It shall have no authority within, or over, this club.
A satellite club shall, annually, submit to the president and board of this club a report on its membership, its activities and programs, accompanied by a financial statement and audited accounts, for inclusion in this club’s reports for its annual general meeting and such other reports as may, from time to time, be required by this club.

Article 11 Admission Fees and Dues

Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article 7, section 4(a) or any former member of this club who rejoins this club, shall not be required to pay a second admission fee. A Rotaractor who ceased to be a member of Rotaract within the preceding two years, who is accepted into membership of this club, shall not be required to pay an admission fee.

Article 12 Duration of Membership

Section 1 Membership shall continue during the existence of this club unless terminated as hereinafter provided.

Section 2

Membership shall automatically terminate when a member no longer meets the membership qualifications, except that
1. the board may grant a member moving from the locality of this club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member continues to meet all conditions of club membership;
2. the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member continues to meet all conditions of club membership.
When the membership of a member has terminated as provided in subsection (a) of this section, such person, provided such person’s membership was in good standing at the time of termination, may make new application for membership, under the same or another classification. A second admission fee shall not be required.
Honorary membership shall automatically terminate at the end of the term for such membership as determined by the board. However, the board may extend an honorary membership for an additional period. The board may revoke an honorary membership at any time.

Section 3

Any member failing to pay dues within thirty (30) days after the prescribed time shall be notified in writing by the secretary at the member’s last known address. If the dues are not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board.
The board may reinstate the former member to membership upon the former member’s petition and payment of all indebtedness to this club. However, no former member may be reinstated to active membership if the former member’s classification is in conflict with article 8, section 2.

Section 4

1. A member must
  1. attend or make up at least 50 percent of club regular meetings or satellite club meetings, or engage in club projects, other events and activities for at least 12 hours in each half of the year, or a proportionate combination of both;
  2. attend at least 30 percent of this club’s regular meetings or satellite club meetings, or engage in club projects, other events and activities in each half of the year (assistant governors, as defined by the board of directors of RI, shall be excused from this requirement).
    If a member fails to attend as required, the member’s membership may be subject to termination unless the board consents to such non-attendance for good cause.

Unless otherwise excused by the board for good and sufficient reason or pursuant to article 9, sections 3 or 4, each member who fails to attend or make up four consecutive regular meetings shall be informed by the board that the member’s non-attendance may be considered a request to terminate membership in this club. Thereafter, the board, by a majority vote, may terminate the member’s membership.

Section 5

The board may terminate the membership of any member who ceases to have the qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the board members present and voting, at a meeting called for that purpose. The guiding principles for this meeting shall be article 7, section 1; The Four-Way Test; and the high ethical standards that one should hold as a Rotary club member.
Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days’ written notice of such pending action and an opportunity to submit a written answer to the board. The member shall have the right to appear before the board to state the member’s case. Notice shall be by personal delivery or by registered letter to the member’s last known address.
When the board has terminated the membership of a member as provided for in this section, this club shall not elect a new member under the former member’s classification until the time for hearing any appeal has expired and the decision of this club or of the arbitrators has been announced. However, this provision shall not apply if, by election of a new member, the number of members under the said classification would remain within provided limitations even if the board’s decision regarding termination is reversed.

Section 6

Within seven (7) days after the date of the board’s decision to terminate membership, the secretary shall give written notice of the decision to the member. Within fourteen (14) days after the date of the notice, the member may give written notice to the secretary of the intention to appeal to the club, request mediation, or to arbitrate as provided in article 16.
In the event of an appeal, the board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty-one (21) days after receipt of the notice of appeal. At least five (5) days’ written notice of the meeting and its special business shall be given to every member. Only members shall be present when the appeal is heard.
The procedure utilized for mediation or arbitration shall be as provided in article 16.
If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration.
If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
If mediation is requested but is unsuccessful, the member may appeal to the club or arbitrate as provided in subsection (a) of this section.

Section 7 Board action shall be final if no appeal to this club is taken and no arbitration is requested.

Section 8 The resignation of any member from this club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to this club.

Section 9 Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club if, under local laws, the member may have acquired any right to them upon joining the club.

Section 10 Notwithstanding any provision of this constitution, if in the opinion of the board

credible accusations have been made that a member has refused or neglected to comply with this constitution, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the club; and
those accusations, if proved, constitute good cause for terminating the membership of the member; and,
it is desirable that no action should be taken in respect of the membership of the member pending the outcome of a matter or an event that the board considers should properly occur before such action is taken by the board; and
that in the best interests of the club and without any vote being taken as to his or her membership, the member’s membership should be temporarily suspended and the member should be excluded from attendance at meetings and other activities of this club and from any office or position the member holds within the club. For the purposes of this clause, the member shall be excused from fulfilling attendance responsibilities; the board may, by a vote of not less than two-thirds of the board, temporarily suspend the member as aforesaid for such period and on such further conditions as the board determines, albeit for a period no longer than is reasonably necessary in all the circumstances.

Article 13 Community, National, and International Affairs

Section 1 The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions. However, this club shall not express an opinion on any pending controversial public measure.

Section 2 This club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate.

Section 3

This club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political nature.
This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.

Section 4 The week of the anniversary of Rotary’s founding (23 February) shall be known as World Understanding and Peace Week. During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and throughout the world.

Article 14 Rotary Magazines

Section 1 Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of RI from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI. Two Rotarians residing at the same address have the option to subscribe jointly to the official magazine.

The subscription shall be paid in six (6) month periods for the duration of membership in this club and to the end of any six (6) month period during which membership may terminate.

Section 2 The subscription shall be collected by this club from each member semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the board of directors of RI.

Article 15 Acceptance of Object and Compliance with Constitution and Bylaws

By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.

Article 16 Arbitration and Mediation

Section 1 Should any dispute, other than as to a decision of the board, arise between any current or former member(s) and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the disputants, either be resolved by mediation or settled by arbitration.

Section 2 In the event of mediation or arbitration, the board shall set a date for the mediation or arbitration, in consultation with disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.

Section 3 The procedure for such mediation shall be that recognized by an appropriate authority with national or state jurisdiction or be that recommended by a competent professional body whose recognized expertise covers alternative dispute resolution or be that recommended by way of documented guidelines determined by the board of RI or the trustees of The Rotary Foundation. Only a member of a Rotary club may be appointed as mediator(s). The club may request the district governor or the governor’s representative to appoint a mediator who is a member of a Rotary club and who has appropriate mediation skills and experience.

The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s) and one copy given to the board and to be held by the secretary.
A summary statement of outcomes acceptable to the parties involved shall be prepared for the information of the club. Either party, through the president or secretary, may call for further mediation if either party has retracted significantly from the mediated position.
If mediation is requested but is unsuccessful, any disputant may request arbitration as provided in section 1 of this article.

Section 4 In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or as arbitrator.

Section 5 If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.

Article 17 Bylaws

This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein provided.

Article 18 Interpretation

Throughout this constitution, the terminology “mail,” “mailing,” and “ballot-by- mail” will include utilization of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.

Article 19 Amendments

Section 1 Except as provided in section 2 of this article, this constitution may be amended only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its bylaws.

Section 2 Article 2 (Name) and Article 3 (Locality of the Club) of the constitution shall be amended at any regular meeting of this club, a quorum being present, by the affirmative vote of not less than two- thirds of all voting members present and voting, provided that notice of such proposed amendment shall have been mailed to each member and to the governor at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective only when so approved. The governor may offer an opinion to the board of directors of RI regarding the proposed amendment.

*as adopted by the 2013 Council on Legislation

BYLAWS OF THE ROTARY CLUB OF OKLAHOMA CITY

ARTICLE I: DEFINITIONS & OPERATIONS

SECTION 1: DEFINITIONS

The words in this document shall have the following meanings unless the context clearly requires an alternative meaning:

Club: The Rotary Club of Oklahoma City, Downtown Rotary Club, or Club 29
Foundation: The Foundation of the Rotary Club of OKC or Rotary Club 29 Foundation
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
Rotary Year: The twelve-month period that begins on 1 July.

SECTION 2: OPERATION AS A TAX EXEMPT ORGANIZATION

The Rotary Club of Oklahoma City will operate as an organization within the meaning of Section 501(c)(4) of the Internal Revenue Code (“the Code”). The club will neither have nor exercise any power, nor will it engage directly or indirectly in any activity, that would invalidate its status as a tax-exempt organization within the meaning of Section 501(c)(4) of the Code. No director, officer, employee, or agent of the club is permitted to take any action or carry on any activity by or on behalf of the club, which is not permitted under Section 501(c)(4) of the Code.

No part of the net earnings of the club may inure to the benefit of, or be distributable to, any director, officer, employee, or agent of the club.

If the club dissolves, the balance of the money and property received by the club, after payment of all of the debts and obligations, must be used, distributed, or transferred as the final Board determines. No director, officer, employee, or agent of the club, nor any private individual, will be entitled to any distribution or division of the remaining property or proceeds of the club.

ARTICLE II: BOARD

SECTION 1: MEMBERSHIP, ELECTION, & TERM

The governing body of this club shall be the Board of Directors consisting of seventeen (17) members of this Club including the President, Immediate Past President, Vice President (who shall be the President Elect), Secretary, Treasurer, Assistant Treasurer (who shall be the Treasurer Elect), and the Sergeant-At-Arms. The remaining ten (10) Directors shall be elected in accordance with Article III, Section 1 of these bylaws. Directors (other than those elected for the purpose of filling a vacancy) shall serve staggered two-year terms, unless specified otherwise.

SECTION 2: GENERAL POWERS

The board shall constitute the governing body of the club. The decisions properly coming before the board shall be final, subject only to appeal by the club. A two-thirds vote of the club’s membership shall be necessary to overrule any decision of the board.

The board shall have general control over all officers and committees of the club, and may for good cause declare any office or leadership position vacant. The board shall have general control of the body of membership and may terminate the membership of any individual in accordance with Article XII of the Rotary Constitution.

SECTION 3: CONFLICT OF INTEREST

If a transaction is fair to the club at the time it is authorized, approved, or ratified, the fact that any director, officer, or member is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

In a proceeding contesting the validity of a transaction on the grounds that it is unfair due to a conflict of interest, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the director’s interest or relationship were disclosed or known to the board and the board authorized the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors did not constitute a quorum.

A director is “indirectly” a party to a transaction if he or she either:

Has a material financial interest in the entity with which the transaction is occurring; or
Is an officer, director, or general party with the entity with which the transaction is occurring.

If a director is also an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not “indirectly” a party to the transaction so long as the director does not have a material financial interest in the entity that receives the grant or contribution.

ARTICLE III: ELECTION OF DIRECTORS AND OFFICERS

SECTION 1: HOLDING ELECTIONS

1. ElectionsThe annual election of officers and directors shall be held during the month of December each year. The Election Terms shall be divided in three shifting terms: the election year, the installation year, and the second service year. The purpose of the shifting terms is to elect the President and Treasurer of the Club a year in advance. The President will serve as the Vice President (President Elect) the year before his or her installation as President. The Treasurer will serve as the Assistant Treasurer (Treasurer Elect) the year before his or her installation as Treasurer. The Vice President (President Elect) and Assistant Treasurer (Treasurer Elect) will be elected in December each year. Installation will take place the next July in accordance with Article III, Section 3. A year later, the Vice President (President Elect) and the Assistant Treasurer (Treasurer Elect) will be installed in the second service year as President and Treasurer.
  
  The following club officers shall be elected each year:
  - - Vice President (President Elect),
  - - Secretary,
  - - Assistant Treasurer (Treasurer Elect),
  - - Sergeant –At-Arms, and
  - - Five Directors
  In addition, the members of the club shall annually elect one at-large member to the Rotary Club 29 Foundation Board of Directors. This member shall be nominated and installed in accordance with the procedures outlined in Article III, Section 2 and Article III, Section 3. None of the members holding at-large positions of the Rotary Club 29 Foundation may be members of the club board. Any at-large member subsequently elected to the Club Board is automatically removed from the foundation board
  
  The nominations shall be presented by a nominating committee in accordance with Article III, Section 2 below.
  
  With respect to the offices of Vice President (President Elect), Secretary, Assistant Treasurer (Treasurer Elect), and Sergeant-At-Arms, the nominee receiving a majority of the votes shall be declared elected. In the event of a tie, a runoff election shall be conducted as provided by Article III, Section 1, Part D. With respect to the directors, nominees receiving votes exceeding one-half of the number of ballots casting valid votes for director shall be declared duly elected. If all open positions are not filled, a runoff shall be conducted for the remaining open positions among all unelected nominees as provided by Article III, Section 1, Part D.
  
  The results of the election shall be reported to the membership in December after the ballots have been cast. All members elected or appointed to a Rotary leadership position shall remain in office and assume all duties of the office until their successors are elected and installed as provided in Article III, Section 3.
2. Elections TimelineThe Club shall adhere to the following elections timeline each year:
  
  | Test | Col 2 | Col 3 |
  | — | — | —|
  
  November 7th | Nominees are Due from the Nominating Committee
  On the date of the first Rotary meeting following November 7 | Nominees are published in the Rotary Newsletter with the following info:
  • Photograph
  
  • Year of joining the OKC Rotary Club & total years as an active member
  
  • Most recent annual attendance percentage
  
  • Elected positions held
  
  • Committee chairmanships held
  
  • Rotary awards received
  
  • Recognition as Paul Harris Fellow (if applicable)
  
  Community involvement outside of this Club shall not be included in the Rotary Newsletter.
  
  On or before the 15th Ballots are provided to of November members
  
  December 1 (Midnight) Deadline for ballot submission
  
  December 4 or Earlier Ballot tabulation by the Legal/Ballot Committee
  
  On the date of the first Informing members of election results and Rotary Club meeting any runoff(s)
  
  following December 4th Mailing runoff ballot
  
  Ten (10) calendar days Deadline for runoff ballot submission
  
  after the runoff ballots
  
  have been mailed

Ballot RequirementsThe following ballot procedures shall apply to each election, including the first ballot and any required runoff(s):
1. 1. All ballots shall be tabulated in accordance with the following requirements:
    1. 1. Ballots that fail to meet ballot requirements shall be void.
    1. 1. A ballot improperly marked or containing more or less than one vote for any office shall be void with respect to that office.
    1. 1. A ballot containing more or less votes than the number of open director positions shall be void with respect to all votes cast for the director positions.
  2. The placing of the names of the candidates on the ballot shall be done randomly.
  3. A ballot may be provided to members in good standing by mail or any digital methods the board may approve.
  4. All ballots shall be delivered to the business office of the club by mail or any digital methods the board may approve.
  5. Within three days after the ballots are due, the legal/ballot committee shall meet and tabulate the ballots.
  6. Proxies will not be recognized
Runoff Elections

Any runoff election shall be conducted as follows:

1. Within three days after the tabulation of the first ballot, the candidates participating in the runoff election shall be published in the Rotary News. A ballot shall be provided to members in good standing by mail, fax, email, or any other method.
2. In order to be counted, a ballot must be received at the business office of the club on or before midnight of the 10th day following the date ballots are provided for members. If the business office of the club is not open for business on that day, then the ballots are due on or before midnight of the next day the business office is open.
3. With respect to all the offices of Vice President, Secretary, Assistant Treasurer, and Sergeant-at-arms, nominees receiving a majority of votes shall be declared duly elected. In the event of a tie, the open position(s) shall be filled in accordance with procedures determined by the Board of Directors.
4. With respect to the director positions, nominees receiving a plurality of votes shall be declared duly elected to such office. In the event of a tie, the open position(s) shall be filled in accordance with procedures determined by the Board of Directors.

SECTION 2: NOMINATING COMMITTEE

1. COMMITTEE MEMBERSHIPEach Rotary year the Nominating Committee of the club shall be responsible for nominating candidates for office. The members of the Nominating Committee described shall be nominated and appointed by a date that shall allow the Nominating Committee adequate time to complete its duties prior to the 7th day of November. The Nominating Committee shall include seven members of the club, each of whom shall serve a one year term, except the Chair/Vice-Chair. The committee shall be constituted as follows:
  - Chair: The Chair of the committee shall be the member who served as Vice-Chair for the prior rotary year.
  - Vice Chair: The President shall nominate and the board of directors shall appoint a member who shall serve as the Vice-Chair of the committee. The Vice Chair is the Chair Elect for the following year. The nominee shall be a past president whose term of office as president ended not less than three years prior to July 1 of such year.
  - Two Members-At-Large: The President shall nominate and the board of directors shall appoint two members-at-large who have not held office for at least three years but who have been members of the club for not less than three years.
  - The Immediate Past President of the club
  - The Vice President (President Elect) of the club.
  - The Assistant Treasurer (Treasurer Elect) of the club

1. MEETINGSThe Nominating Committee shall hold at least two meetings, plus additional meetings that may be scheduled as needed.
  1. The first meeting will be held for the purpose of providing the members of the committee information regarding the open positions to be filled and the members the committee wishes to consider for nomination. The committee shall be provided records on members eligible for election including previous club service and attendance background, and any other matters as the committee may choose to consider. The Orientation Meeting shall be conducted in person with a quorum of five of the seven members of the Nominating Committee.
  2. The second meeting will be held not less than one week after the Orientation Meeting and shall be conducted in person with a quorum of not less than six of the seven members of the committee. The purpose of the Selection Meeting will be to prepare the list of nominees and alternatives for the open positions to be filled. Only nominees approved as a nominee or alternate at a Selection Meeting shall be eligible for election.
  3. Any meetings of the Nominating Committee for the purpose of monitoring the status of the members’ acceptance of positions may be held by telephone or email, but all changes shall require the consent of not less than six members of the committee. If the entire list of open nominations is not filled with members identified as nominees or alternates at the first Selection Meeting, a subsequent selection meeting shall be held in person, with not less than six members present, to identify additional nominees and alternates for the remaining open nominations.

1. NOMINATIONSThe Nominating Committee shall nominate two candidates for each of the following offices: Vice President (President Elect), Secretary, Assistant Treasurer (Treasurer Elect), Sergeant at Arms, and each open director position on the Board. The Committee shall also nominate two candidates for the at-large member of the Rotary Club 29 Foundation’s Board. Any nominee must have been a member of the Rotary Club of Oklahoma City for the three years immediately preceding the date of the first ballot.

SECTION 3: INSTALLATION

The newly elected officers and directors shall assume the duties of their respective offices upon installation. Installation shall take place at the first meeting in July after the annual election. Officers and directors shall continue in office until their successors are elected and installed.

SECTION 4: VACANCY

President: In the event of the office of President becoming vacant, the Board of Directors may fill the vacancy for the unexpired term by choosing a member who is serving or previously has served as a member on the Board of Directors.
Vice President (President Elect) or Assistant Treasurer (Treasurer Elect): In the event of the office of Vice President (President Elect) or Assistant Treasurer (Treasurer Elect) becoming vacant, the Board of Directors may fill the position temporarily until regular election procedures may be used to fill any vacancy.
Other Offices: In the event of the office of Secretary, Treasurer, or Sergeant-At-Arms becoming vacant, the Board of Directors may fill the vacancy for the unexpired term by choosing an eligible member.
Directors-At-Large: In the event of any of the five Directors- At-Large positions on the Board becoming vacant, the Board of Directors may fill all vacancies for the unexpired term by choosing an eligible member. The new officer or director shall be installed and shall continue in office until a successor is elected and installed at the next regular election.
Immediate Past President: In the event that the immediate past president is unable to serve on the Board of Directors, he or she can nominate his own replacement to the Board, but the nominee shall only be installed if the board reaches a majority decision.
Foundation Director-At-Large: In the event of the elected at- large member of the Board of the Rotary Club 29’s Foundation position becoming vacant, the past president, who originally aided in nominating the current officer class and is serving on the Board of Directors, shall nominate individuals to fill the vacancies. The nominee will be presented to the Board for a vote, and the individual will be appointed if the board reaches a majority decision.

In the event of any office or director position becoming vacant within sixty (60) days or less until the installation of the next officer, the Board of Directors may elect to leave the position vacant for that period. The duties of the vacant office or director position shall be assumed by the President or delegated as he or she sees fit.

##ARTICLE IV: DUTIES OF OFFICERS

SECTION 1: PRESIDENT

The role of the President is to lead the club and to ensure it functions effectively. An effective club is able to sustain or increase its membership base, implement successful projects that address the needs of local and international communities, support the Rotary Club 29 Foundation and the Rotary International Foundation, and develop leaders capable of serving in Rotary beyond the club level. The President shall preside at meetings of the Club and Board. The President shall lead the club in creating long-range and annual goals. The example set by the President will set the tone for the club, encourage leadership among all members, and foster “Service Above Self.” The President is the representative and figurehead in all public and press matters. Due to this requirement, the President must be able to work with club and district leaders, and he or she must be able to communicate effectively. Additional duties beyond the scope of these described will be necessary for the President to assume as they pertain to his or her office.

SECTION 2: IMMEDIATE PAST PRESIDENT

The Immediate Past President shall serve as the Chair of the Rotary Club 29 Foundation’s board in accordance with the foundation’s Bylaws. In addition, the duty of the Immediate Past President is to serve as a director on the Club’s Board and to perform such other duties as may be prescribe by the President or the Board.

SECTION 3: VICE PRESIDENT (PRESIDENT-ELECT)

The first duty of the Vice President (President-Elect) is to assume any duties that the President delegates in his or her absence. These duties may include presiding at club meetings or board meetings. Upon expiration of his or her term of office as Vice President, he or she shall automatically accede to the office of President. Therefore, the Vice President should use his or her tenure in order to perfect leadership skills and communication skills. The Vice President should take an active role in setting the annual goals of the club by assessing membership, discussing and aiding service projects, and developing future leaders. Continuity in leadership and service projects is preserved by the Vice President when he or she assumes the role of President because the Vice President will have observed the President’s goals. Additional duties beyond the scope of these described will be necessary for the Vice President to assume as they pertain to his or her office. The Vice President is required to attend the Rotary International convention, necessary Rotary International training seminars, and necessary District meetings and conferences.

SECTION 4: SECRETARY

It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club, Board, and committees, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the semi-annual reports of membership, which shall be made to the General Secretary of Rotary International on January 1st and July 1st of each year, the report of changes in membership, which shall be made to the General Secretary of Rotary International, the monthly report of attendance at the club meetings, which shall be made to the District Governor immediately following the last meeting of the month, collect and remit to Rotary International subscriptions to The Rotarian, and perform such other duties as usually pertain to his or her office.

SECTION 5: TREASURER

It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the Board and to perform such other duties as pertain to his or her office. Upon his or her retirement from office he or she shall turn over to his or her successor or to the President all funds, books of accounts or any other club property in his or her possession.

SECTION 7: SARGEANT-AT-ARMS

The duties of the Sergeant-At-Arms shall be such as are usually prescribed for his or her office and such other duties as may be prescribed by the President or the Board.

ARTICLE V: STAFF

SECTION 1: EMPLOYMENT

The Board of Directors shall have the power to employ and fix the salary of an Executive Administrator and any other personnel deemed necessary to serve at the will of the board. Membership in the club or Rotary International is not a requirement for any employees.

Club members who are employed by the club are prohibited from attending the Executive Session of the Board of Directors, but may attend the remainder of the board meeting as needed for regular business. Any club member employed by the club is ineligible to serve as a club officer, director, foundation officer, foundation director, or committee chair. Any club members who are employed by the club may participate in committee meetings at his or her discretion.

SECTION 2: DUTIES

The Executive Administrator may relieve the Secretary and Treasurer in the handling of clerical and recording matters and shall perform such additional duties as the Board of Directors may prescribe. Duties shall be carried out under the direct supervision of the Administration Committee.

SECTION 3: PERSONNEL & EMPLOYMENT POLICIES

1. WHISTLEBLOWER POLICYThe Whistleblower Policy is intended to encourage and enable directors, members, and employees to raise concerns within the club for investigation and appropriate action. With this goal in mind, no director, member, or employee who reports a concern in good faith shall be subject to retaliation or, in the case of an employee, adverse employment consequences. A director or employee who retaliates against someone who has reported a concern in good faith will be subject to discipline by the board.
  
  Good faith means that the whistleblower has reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the Internal Revenue Codes. The act of making allegations that prove to be unsubstantiated, and prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false will be viewed as a serious disciplinary offense.
  
  Concerns will be reported directly to the President unless a situation arises that is too intimately associated with the office. If reporting to the President is not feasible, concerns should be addressed to the team of Presidential advisors. Reports of concerns shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

1. ANTI-DISCRIMINATION POLICYA guiding principal of mutual respect allows each employee, director, officer, and member to contribute to the success of this club to the maximum of his or her ability. Maintaining a fair workplace creates an environment in which all can develop and apply the widest range of competencies, ideas, and solutions. This Club is committed to Equal Employment Opportunity principals. Equal Employment Opportunity is the right to work and advance on the basis of merit, ability, and potential, free from prejudice or discrimination. Members of this club are not permitted to discriminate on the basis of race, color, religion, sex, national origin, age, disability, marital status, political affiliation, or sexual orientation. Discrimination has the effect of unreasonably interfering with the purpose of the club because it creates an intimidating, offensive, or hostile environment. The policy of this Club is to maintain an environment free from harassment and promptly taking action if harassment occurs.

1. OTHER POLICIESThe Administration Committee shall annually review documents that contain employment policies and ensure that such policies are in compliance with local and federal laws and Rotary International guidelines. The Board shall have the power to create any other personnel policies, which may be edited by the Board as needed.

ARTICLE VI: MEETINGS

SECTION 1: ANNUAL MEETING

The annual meetings of the club shall be held on the third regular meeting of the club in December of each year at which meeting the election of officers and directors shall take place as provided for in Article III.

SECTION 2: REGULAR MEETINGS

The regular meetings of the club shall be held on each Tuesday and at any other times the Board selects. At least two days advance notice of all meetings should be given to every member whose current contact information is on file with the club or notice may be given by announcement at a previous meeting.

SECTION 3: BOARD OF DIRECTORS MEETINGS

The Board of Directors shall meet at least once a month when called by the President whenever deemed necessary. A Board meeting may also be called upon the request of two members of the Board as long as due notice has been given to all Board members.

SECTION 4: QUORUM

One-third or more of the membership shall constitute a quorum at the regular meetings of the club. A majority of the Board of Directors shall constitute a quorum at the regular meetings of the Board of Directors.

ARTICLE VII: METHOD OF VOTING

SECTION 1: VOTING

In all votes taken in meetings of the club, a majority vote of those present shall govern, except as provided for appeal from the decision of the Board of Directors. All voting, except in the election of officers and directors, shall be viva voce, meaning by voice.

SECTION 2: PRESUMPTION OF ASSENT

If a director is present at a meeting of the Board of Directors, he or she will be conclusively presumed to have assented to any club action taken at the meeting unless any of the following conditions is satisfied:

1. His or her dissent was entered in the minutes of the meeting;

1. He or she filed a written dissent to the action with the person acting as the secretary of the meeting before adjournment; or

1. He or she forwarded such dissent by registered or certified mail to the person acting as Secretary of the club immediately after the meeting adjourned (This right to dissent will not apply to a director who voted in favor of an action).

ARTICLE VIII: AVENUES OF SERVICE

The Avenues of Service are the philosophical and practical framework for the work of this Rotary club. The five Avenues of Service are Club Service, Vocational Service, Community Service, International Service, and Next Generations Service. This Club will be active in each of the Avenues of Service.

ARTICLE IX: COMMITTEES

SECTION 1: PURPOSE & AUTHORITY

Club committees are charged with carrying out the annual and long-range strategic goals of the club. Each committee shall transact business delegated to it by the bylaws, the President, or the Board of Directors. Except where special authority is delegated by the Board of Directors, committees shall not take final action until a report has been made to the Board and approved. The President-Elect, President, and Immediate Past President should work together to ensure continuity of leadership and succession planning.

Each active member is encouraged to serve on at least one committee. Members may choose the committee conducive to his or her abilities and expertise. Some standing committees require additional qualifications for participation, such as previously or currently holding office. The President shall be ex officio a member of all committees and shall have all the privileges of committee membership.

SECTION 2: STANDING COMMITTEES

1. ADMINISTRATION COMMITTEEThe membership of this committee shall consist of seven (7) members of the club. The members shall be the President, Immediate Past President, Vice President, the Treasurer, the Immediate Past Treasurer, and two (2) other members of the club, one of which shall be a Past President.
  
  This committee shall review the office space requirements and the office equipment needs of the club and make recommendations to the Board. It shall review the Personnel Policy, which includes job descriptions, performance, and salary of staff, and make recommendations to the Board.

1. BUDGET/AUDIT COMMITTEEThe membership of the Budget/Audit Committee shall consist of six (6) members of the club. The members shall be the President, the Vice President, the Treasurer, the Immediate Past Treasurer, the Assistant Treasurer, and the Chair. The Chair shall be a member who possesses professional qualifications and experience appropriate to the tasks of the Audit Committee, such as certification as a Certified Public Accountant.

SECTION 3: ADDITIONAL COMMITTEES

The President shall, subject to the Board of Directors, appoint committees which address the five avenues of service and any other committees that he or she deems necessary for the internal administration club affairs.

1. CLUB SERVICE COMMITTEESThese committees shall devise and carry into effect plans which will guide and assist the members of the club in discharging their responsibilities in the club. These committees provide opportunities for all members of the club to contribute to the operations of the club. Examples are: Invocation, Introductions, Greeters, etc.

1. VOCATIONAL SERVICE COMMITTEESThese committees shall devise and carry into effect plans which will guide and assist the members of the club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations. Examples are: Vocational Tour Day, Etc.

1. COMMUNITY SERVICE COMMITTEESThese committees shall devise and carry into effect plans which will guide and assist the members of the club in discharging their responsibilities in the community. Examples are: Annual Club Project, Salvation Army, Service Saturday, Etc.

1. INTERNATIONAL SERVICE COMMITTEESThese committees shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in matters relating of International Service. Examples are: Wings of Rotary, Open World, Etc.

1. NEXT GENERATIONS COMMITTEESThese committees shall devise and carry into effect plans which will guide and assist the members of the club in discharging their responsibilities in the next generations. Examples are: RYLA, Junior Rotarians, Etc.

SECTION 4: DUTIES

The duties of all committees shall be established and reviewed by the President for his or her year. In declaring the duties of each committee, the President shall reference appropriate RI materials and the Avenues of Service when developing annual plans. The committee duties for the Rotary year shall be made available to the membership through the Rotary Newsletter and online publication.

Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each rotary year. The President shall prepare a recommendation for club committees, mandates, goals, and plans for presentation to the board at the first Board Meeting of the Rotary year.

SECTION 5: GROUP COMMITTEE CHAIRS

The purpose of Group Committee Chairs is to form an active relationship between the committee Chairs and the Board of Directors. The President shall group committees who share similar needs for resources and leadership. Such committee groups are not required to be grouped under the avenues of service for the purpose of a Group Committee Chair. The President shall select Group Committee Chairs from the club officers and directors. The President’s goal should be to match an officer or director to the group of committees where he or she can have the greatest impact due to professional or other experience.

The Group Chair shall update the board on committee progress as needed and will similarly notify the committees of new board policies when created. The Group Chair will communicate with the Chairs of the committee within his or her group regularly to ensure the committees are properly functioning. The Group Chair shall be responsible for appointing the Chairs of each committee within the group.

SECTION 6: COMMITTEE CHAIRS

The appointed Chair should have previous experience as a member of the committee. 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 designated Group Chair on all committee activities.

ARTICLE X: MEMBERSHIP

SECTION 1: METHOD OF ELECTING NEW MEMBERS

1. NOMINATIONSAny three members of the club in good standing may nominate any person for active membership by using the “Membership Nomination Form” prescribed by the Board of Directors. A completed nomination form must contain the signature of three members in good standing. Electronic signatures are permissible. The nomination form shall be filed with the Executive Administrator by the third Tuesday of each month. The name of the nominee is published twice via email after the completed application is delivered to the Executive Administrator. The publication is followed by a period during which any member may object to the election of the proposed member. The board shall determine the duration of the period when objections can be made.

1. APPLICATION REVIEWThe Membership Development Committee shall consider any objections made by the membership, shall review each application, and shall provide recommendations to the Board regarding the applicant’s qualification or lack of qualification for membership.

1. ELECTIONS OF ACTIVE MEMBERSThe Board of Directors shall vote upon the application and no nominee will be considered for membership if a favorable majority is not attained.

1. NOTIFICATIONIf elected, the Board of Directors shall direct the Executive Administrator to deliver a letter of invitation to the applicant for completion. In the event that the member is not approved by the Board of Directors, the applicant and sponsors shall be immediately notified by the Executive Administrator.

1. INDOCTRINATION AND INTRODUCTIONAn applicant approved by the board shall not be considered an elected member until he or she has been introduced to the club at a meeting. In order to qualify for introduction, the applicant must provide the administrative office with the requisite admission fee and information form. Once provided, the applicant will be invited to the next New Member Indoctrination Meeting. Each applicant shall be addressed by the President or the Indoctrination Committee with reference to the duties, obligations, and the principles of Rotary. Finally, the applicant will be introduced at a club meeting and be formally considered a member of the club.

1. ELECTION OF HONORARY MEMBERSThe names of proposed candidates for honorary membership shall be submitted to the Board of Directors in writing, and the election shall be in the same form and manner as prescribed for an active member, no signed application being required.

1. ELECTION OF FORMER MEMBERSThe application of a former active member of this club whose membership was terminated as provided in Article XII of the Rotary Constitution shall be considered promptly by the Board and in advance of any other application or proposal. Indoctrination attendance is not mandatory for re-instated members. Other than these two (2) exceptions, the application of a former active member shall follow the same election procedures outlined above for a new member.

SECTION 2: 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 specific length of time. A leave of absence must not exceed twelve (12) months. In order to remain in good standing with the club, the member must continue timely payment of dues, fees, and mandatory contributions. Dues may be reduced in order to accommodate for the fact that the member will not be attending scheduled luncheons.

ARTICLE XI: FINANCES

SECTION 1: BUDGET

At the beginning of each fiscal year the Budget/Audit Committee shall prepare a budget of estimated revenue 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.

SECTION 2: FUND MANAGEMENT

Rotary staff members, the Treasurer, or Assistant Treasurer shall deposit all funds of the club, in the name of this club, in an FDIC insured bank to be named by the Board of Directors. When possible, all bills shall be paid by checks signed by two (2) or more authorized persons. Authorized persons include the Executive Administrator and elected officers. The signature of the Treasurer is preferred. In the instance where payment by check is not feasible, the staff of the club may pay bills by the club credit card or though automatic clearing house (ACH). The Assistant Treasurer shall review credit card and ACH payments on a monthly basis to ensure accuracy.

(3)The Board will adopt, and from time to time amend as needed, a policy to safeguard the cash assets of the Club on deposit with FDIC insured banks that exceed the limits of said federal insurance.

SECTION 3: AUDIT

A thorough review by a certified public accountant or other qualified person shall be made once a year of all of the club’s financial transactions.

ARTICLE XII: FEES AND DUES

SECTION 1: ADMISSION FEE

The admission fee shall be $250.00 to be paid before the applicant can qualify as a member, except as provided for in the Rotary Constitution, Article XI.

SECTION 2: MEMBERSHIP DUES

1. ACTIVEThe membership dues of active members shall be determined or modified by the Board of Directors at any time deemed necessary. All club dues, fees, and mandatory contributions shall be invoiced to members semiannually. Members may individually request to be billed quarterly or monthly. All charges described in the invoice shall be payable no later than ninety (90) days after the invoice has been mailed. Members have the option of paying annual dues in one sum if requested. No separate charges for meals exist for active members. Mandatory annual contributions for active members include $100.00 that will be allocated to RI’s Every Rotarian Every Year (EREY) program and $100.00 that will be allocated to the Rotary Club 29 Foundation’s $25 for 29 program.

1. REDUCTION OF DUESThe membership dues of individual active members may be reduced at the discretion of the Board. The Board may create its own policies regarding when members may qualify for reduction of dues.

1. HONORARYHonorary members shall be exempt from the payment of dues per the Rotary Constitution, Article VII, Section 6.

1. DELINQUENCYAny member shall be considered delinquent if dues are not paid within ninety (90) days after invoices have been mailed. Any members delinquent in payment of dues or other financial obligations to the club shall automatically have his or her membership reviewed for termination by the board as outlined in Article VII, Section 3 of the Rotary Constitution.

SECTION 3: FISCAL YEAR

The fiscal year of the club shall run from July 1 to June 30.

SECTION 4: NOTICE

Any notice required by these Bylaws can be effectuated by mail or any digital methods the board may approve.

ARTICLE XIII: RESOLUTIONS AND ENDORSEMENTS

SECTION 1: RESOLUTIONS

No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the Board of Directors. Such resolutions or motions, if offered at a club meeting, shall be referred without discussion to the board. The board shall address the issue at the next regularly scheduled board meeting and shall submit its recommendations to the club after consideration. After hearing the board’s recommendation, the club may proceed to take any action deemed proper by the majority.

SECTION 2: APPEAL

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 Section 1 of this Article.

SECTION 3: ENDORSEMENT

This club shall not endorse or recommend any candidate for public office, nor shall political candidates or partisan questions as such be discussed at any club meeting.

SECTION 4: INDEMNIFICATION

1. POWER TO INDEMNIFYThe club may indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the club against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement. Indemnification is only allowed when costs or damages are actually and reasonably when he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the club. The club shall have the power to give other indemnification to the extent permitted by law. Such rights of indemnification will not be exclusive of any other rights to which such director, officer, or employee may be entitled apart from this provision.

1. EXCEPTIONSection A of this Article will not apply in any proceeding in which the director, officer, employee, or agent is liable for negligence or misconduct in the performance of his or her duties.

1. POWER TO INSUREThe club shall have power to purchase and maintain, at the club’s expense, insurance on behalf of the club, any director, officer, employee, agent, and other person to the extent that power has been or may be granted by statute.

ARTICLE XIV: BUSINESS PROCEDURE

SECTION 1: BUSINESS METHODS

The principal business of this club shall be done by committees. The action of committees shall be final unless a member appeals to the Board of Directors within one week. The action of the Board of Directors shall be final unless appeal is taken to the club. No appeal to the Board of Directors or to the club shall be decided unless the appellant has given ten day’s notice to the Secretary. The Secretary shall notify the original policy or decision maker that a member is appealing the decision and coordinate the time and place for the hearing of the appeal

SECTION 2: ORDER OF BUSINESS

The following shall be the usual order of business, but this may be modified at the discretion of the presiding officers or the discretion of the members present:

Luncheon
Call to Order
Invocation, Pledge of Allegiance, National Anthem
Introduction of visiting Rotarians and guests
Announcements
Program
Adjournment

##ARTICLE XV: 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 Constitution and Bylaws of Rotary International.