Bylaws
 

Article 1. Nonprofit Status

This organization is a nonprofit, voluntary association organized and operated exclusively for public interest and community service, in accordance with the Civil Act of the Republic o Korea and other applicable laws. It shall not be conducted for the purpose of generating profit, and no part of organization’s income or assets shall inure to the benefit of, or be distributed to, any member or private individual. All activities and operations shall be exclusively devoted to fulfilling its mission to serving the public good, in accordance with the principles and values of Rotary International. The principal office of the organization shall be located in Seoul, Republic of Korea.

Article 2 Definitions

1. Board: The board of directors (BOD) of this club.
2. Director: A director on this club’s board.
3. Member: A member, other than an honorary member, of this club.
4. Quorum: The minimum number of participants who must be present when any club related vote is taken: at least 50% of the club’s members for club decisions and a majority of the directors for club board decisions.
5. RI: Rotary International.
6. Year: The 12-month period beginning 1 July.
7. “Strike” A "strike" is a formal written warning issued by the Board of Directors to any member of the club for conduct that violates these bylaws, Rotary’s Code of Conduct, our club’s Code of Ethics, or decisions of the Board.

Article 3  Board (BOD)

The governing body of this club is its board of directors, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, and treasurer.
In addition, it is highly recommended for the BOD to include a vice president and committee chairs (membership, service, fundraising, etc).
If and when Seoul Hanmaum develops a satellite club, it is mandatory for its president to be part of the BOD to represent the interests of its members.

Article 4 Elections and Terms of Office

Section 1 (Election of the President)

A. The President shall be elected by a majority vote of active members, no less than six months prior to the term start.

Section 2 (Nomination Process for President)

A. A nominating committee, formed by the current board, shall solicit interest and propose at least one nominee.
B. Any active member may submit themselves or another member for nomination.

Section 3 (Appointment of Committee Chairs and Officers)

A. Following the election, the incoming President-Elect shall propose a slate of committee chairs and officers (e.g: Vice President, Secretary, Treasurer, Membership Chair, etc.).
B. The proposed slate shall be presented to the Board for approval before the start of the term.
C. Any concerns or objections may be raised by members and addressed before final confirmation.

Section 4 (Encouraging Participation)

A. Members shall be invited to express interest in leadership or committee roles, especially the club’s President Elect and membership at large.
B. Committee chairs are encouraged to include a mix of returning and new members to promote engagement and transparency.

Section 5 (Mid-Term Vacancies)

A. Any officer or chair position that becomes vacant mid-term shall be filled by appointment of the President with board approval.

Section 6 (Term Length)

A. The terms of office for each role are:

President - one year
Vice President — one year
Treasurer — one year
Secretary — one year
Director — one year
Committee chair — one year

Section 7 (Term Limit)

A. Members may run for re-election one time, which means members may conduct their duties for a maximum of up to two (2) years, should they win a re-election.

Section 8 (Removal of Officers)

A. Removal of an officer is a serious matter reserved for cases of malfeasance, extreme dereliction of duty, or conduct inconsistent with the values and bylaws of the Club.
B. An officer may be removed from office if they receive three (3) official strikes within their term.
C. A strike may be issued only after:

  • a. Written notice to the officer and the BOD at least 14 days in advance;
  • b. An opportunity for the officer to respond in writing via email or in person with the club’s BOD within 30 days;
  • c. A confirming vote of two-thirds (2/3) of the BOD voting in favor of the strike.

D. Strikes shall be documented in the official records by the Secretary.
E. Strikes apply only during the officer’s current term.
F. An officer subject to removal may appeal to the BOD or request mediation prior to the final removal vote.

Article 5 Voting Procedures

Section 1 (Voting Eligibility)

A. Only Active Members in good standing shall be eligible to vote in club elections.
  • a. Active Members are defined in Article 7 , Section 2.A.
B. Voting rights can extend far beyond electing the president once a year.

Section 2 (Standard Voting Method)

A. Voting shall be conducted during a designated club meeting, announced at least two weeks in advance.
B. Voting may be done by secret ballot, show of hands, or another method agreed upon by the board.

Section 3 (Absentee and Remote Voting)

A. Members who are unable to attend due to business travel, international assignment, illness, or other extraordinary circumstances may vote remotely.
B. Eligible members must notify the club’s Secretary at least 48 hours in advance and request an absentee or electronic ballot.
C. The club shall allow voting via secure electronic means (e.g., email, Google Form, or voting platform), provided the identity of the voter can be reasonably verified and they have notified the club’s Secretary at least 48 hours in advance.
D. Members requesting absentee voting may be asked to provide reasonable evidence of absence (e.g., proof of flight, business travel letter).

Section 4 (Confidentiality and Integrity)

A. All ballots, whether in person or electronic, shall be kept confidential.
B. Votes shall be counted by at least two neutral members designated by the board (e.g., Secretary and one non-candidate member).
C. The final result will be announced either “on the spot” or within 48 hours of the voting period closing.

Section 5 (Quorum)

A. A quorum for elections shall be met if at least 50% of active members cast a vote, either in person or remotely.

Article 6 Duties of the Officers

Section 1 (President)

A. Provide vision and guidance to the BOD and membership at large - the president should have a clear idea of what s/he may want to work on with the club during their tenure as president;
B. Lead by example and inspire members to act through their (the president’s) actions and words;
C. Support board or committee members when they encounter any issues or need guidance;
D. Act as the main face and spokesperson for the club;
E. Preside over the club and board meetings.

Section 2 (Immediate Past President, IPP)

A. Complete any “unfinished” tasks that may have rolled over from their presidency
B. Serves on the board of directors to share their advice/wisdom for newer members to consider;
C. Offer guidance and support the current president;
D. Preside over meetings in the absence of the president, vice president, and president-elect.

Section 3 (President-elect)

A. Prepare for their year in office by shadowing the current president - this may involve attending district related events, coordinating club projects, and preparing who they will appoint to their BOD for their term as president;
B. Similar to the IPP, the President-elect should support the current president;
C. Identify potential BOD and committee members for their term as president;
D. Incubate potential future leadership;
E. Preside over meetings in the absence of the president, vice president, and immediate past president.

Section 4 (Vice President)

A. Support the club president on whatever tasks or projects the club may need the most urgent help or attention in;
B. Preside at club and board meetings when the president is absent.

Section 5 (Director)

A. Attends club and board meetings.

Section 6 (Secretary)

A. keeps membership and attendance records.

Section 7 (Treasurer)

A. Oversees all funds and provides an accounting of them;
B. Ensure finances are transparent to members and BOD to ensure smooth decision making;
C. Preside over meetings in the absence of the president, vice president, president-elect, immediate past president.

Section 8 (Committee Chair)

A. Similar to the president’s role, the committee chair should lead by example and inspire members to act through their actions and words;
B. Oversee committee functions to ensure projects being carried out and progress is made every month;
C. Supervises and coordinates the committee’s work among members;
D. Reports activities to BOD.

Article 7 Meetings & Attendance

Section 1 (Annual Gathering)

A. An annual meeting of this club is held no later than 31 December to elect the officers and directors who will serve for the next Rotary year.

Section 2 (Monthly Gatherings)

A. This club gathers at least once per month.
B. A gathering should be either a “fun” activity, “professional development”, and/or “community service” / “Rotary” related.
C. A gathering should be marketed and advertised to members at least two (2) weeks in advance notice to ensure members have time to schedule the club’s event in their personal calendars.
D. Gatherings should be scheduled either for Wednesday/Thursday evenings after work or Saturday late mornings/afternoons - gatherings will not be arranged on Sunday/Monday;
E. If possible, the BOD should do their best to arrange gatherings both North of the Han River and South of the Han River in an attempt to accommodate members who may be traveling from afar;
F. Reasonable notice of any change or cancellation of the regular meeting will be given to all club members.
 

Section 3 (BOD Meetings)

A. Board meetings are optional as most “work” can be conducted either through Kakaotalk, email, Zoom, or other electronic means.
B. However, BOD meetings can be scheduled either in-person or electronically if and when they may be warranted to prevent miscommunication.
C. Special meetings of the board are called with reasonable notice by the president or upon the request of more than half the BOD.
D. Members of the SHRC will be invited and are welcome to attend BOD meetings to secure transparency. Members attending do not hold voting rights.

Section 4 (Member Engagement and Eligibility for Club Roles)

A. Attendance Philosophy

  • a. Participation in club activities is an opportunity, not an obligation.
  • b. While the club encourages active involvement, no member shall be penalized or judged solely based on their attendance at meetings.
B. Club Engagement Definition
  • a. Club engagement includes, but is not limited to:
    • i. Attending regular meetings (in-person or virtual),
    • ii. Participating in club service projects or fundraisers,
    • iii. Joining club committees or task forces,
    • iv. Representing the club at external events (e.g., district or inter-club events)
    • v. Supporting administrative or outreach efforts of the club.
C. Club Leadership Eligibility
  • a. To be eligible for nomination or appointment to a club leadership position (e.g., committee chair, board member, or officer), a member should have participated in at least 50% of club activities (meetings, projects, or events) during the 12 months prior to the start of the leadership term.
  • b. The BOD may waive this requirement for new members or those with extraordinary personal or professional circumstances, by majority vote.
  • c. Members who consistently contribute significant time or skills to club operations (e.g., graphic design, marketing, outreach, administration), even without attending in-person gatherings, may be considered actively engaged. The Board may recognize such contributions as equivalent to in-person participation for the purposes of leadership eligibility.
D. Encouraging Diverse Involvement
  • a. Members are encouraged to contribute in ways that reflect their interests, skills, and availability.
  • b. The club shall periodically review its engagement methods to ensure inclusivity for members with demanding schedules, caregiving responsibilities, or mobility constraints.
  • c. The club values and recognizes remote or behind-the-scenes contributions — including professional services, creative support, or technical expertise — as meaningful participation. These contributions shall be considered when evaluating engagement and eligibility for leadership roles.

Article 8 Dues

A. Our club’s official annual club for an Active Member are 500,000 KRW.
  • a. Annual dues can be pro-rated to accommodate special circumstances - it is encouraged for members who may need to pro-rate their membership fee payments to pay them bi-annually - meaning, 250,000 KRW (50%) should be paid to our club in June before the Rotary year begins in July 1 while the remaining 250,000 KRW (50%) be paid in December before January 1.
  • b. Annual club dues include RI per capita dues, subscriptions to an official magazine, district per capita dues, club fees, and any other Rotary or district per capita assessment; as of July 2025, 122,000 KRW should be paid to Rotary International HQ in Chicago, while 78,000 KRW should be paid to RI District 3650
Membership Dues
 
C. Official Referral System Concept - “Rotary Referrals”
  • a. The Seoul Hanmaum Rotary Club maintains an Official Referral System to connect members with verified opportunities for business, service projects, collaborations, skills-sharing, and other professional or community engagements aligned with Rotary values
  • b. The process should be organized, transparent, and fair.
    • i. Submission: Any Active Member may submit a referral request by completing the club’s referral form or by sending the required details to the Membership Chair or Secretary.
    • ii. Review: The Membership Chair, or a designated Referral Committee, shall review all submissions to ensure they are appropriate, lawful, and consistent with Rotary’s ethical standards. Referrals deemed inappropriate or in conflict with Rotary values may be declined.
    • iii. Distribution: Approved referrals will be shared with all Active Members through official club communication channels, which may include the Members-Only KakaoTalk group, the club newsletter, or a secure members-only section of the club website.
    • iv. Access:
      • 1. Active Members: Full access to submit and receive all official referrals.
        2. Associate Members: May submit referrals for consideration, but will only receive general announcements or informal opportunities shared through public or non-exclusive channels.
        3. Supporting and Family Add-On Members: No access to the official system but may receive referrals informally through personal networking at club events.
    • v. Tracking: The Membership Chair may maintain a log of official referrals and their outcomes for the purpose of tracking engagement and recognizing active contributors.

Article 9 Committees

Section 1 (List of Committees)

A. This club’s committees comprise those listed in article 11, section 7, of the Standard Rotary Club Constitution in addition to a Fundraising committee:
a. Club administration
  • i. Plan and organize gatherings;
b. Membership
  • i. The purpose of our Rotary Club's Membership Committee is to manage membership-related activities, including but not limited to attracting and retaining members, evaluating membership, applications, facilitating membership transfers, and executing membership terminations as necessary;
  • ii. The committee is responsible for ensuring that the club's membership is diverse, active, and engaged in the club's activities and initiatives;
  • iii. The committee should work closely with other committees to ensure that membership activities are aligned with the club's overall vision and mission;
  • iv. Maintain, update, and distribute New Member Welcome Kit to new members.
c. Public image (Marketing and public relations “PR”)
  • i. The purpose of the Public image committee is to develop and implement strategies for promoting the club and its events;
  • ii. The committee chair may need to work on tasks such as creating promotional materials, managing social media accounts, and coordinating with local media outlets to increase awareness of the club's activities.
d. Rotary Foundation
  • i. Fundraising: Encouraging donations to the Rotary Foundation and promoting its programs;
  • ii. Education: Informing members about the Foundation's work and how they can participate
  • iii. Grant Management: Ensuring the club qualifies for and effectively manages Foundation grants.
e. Service projects
  • i. Project Identification: Identifying community needs and opportunities for service projects.
  • ii. Project Planning and Execution: Developing, implementing, and evaluating service projects.
  • iii. Collaboration: Working with other organizations and volunteers to maximize project impact.
  • iv. Grant Management: Overseeing global and district grant applications and projects.
f. Fundraising
 

Section 2 (President)

A. The president is an ex-officio member of all committees.

Section 3 (Responsibility)

A. Each committee’s chair is responsible for the activities of the committee, supervises and coordinates its work, and reports to the board on all committee activities.

Article 10 Finances

Section 1 (Annual Budget Preparation)

A. Before each fiscal year starts, the board prepares an annual budget of estimated income and expenditures.

Section 2 (Treasurer & Bank Deposits)

A. The treasurer deposits club funds in a financial institution or institutions designated by the board, divided into two accounts: one for club operations and one for service projects.

Section 3 (Paying Bills & Invoices)

A. Bills are paid by the treasurer or another authorized officer and approved by two other officers or directors.

Section 4 (Annual Audit)

A. A qualified person conducts a thorough annual review of all financial transactions.

Section 5 (Financial Statements & Reporting)

A. Club members will receive an annual financial statement of the club.
B. A mid-year financial report with current and previous year income and expenses, is presented at the annual meeting.

C. While bi-annual reporting is required, it is recommended the club implements and maintains a real-time financial tracking and reporting system that members may access anytime.

Section 6 (Fiscal Year)
A. The fiscal year is from 1 July to 30 June.

Article 11 Membership Application Process

Section 1 (“Free Trial”)

A. Non-member (guest) may request any member to visit the club.
B. A guest may visit the club a maximum of three times to “test” if the club may be a good fit for them.
 

Section 2 (Expression of Interest or Recommendation)

A. A member of this club or another club proposes a candidate for membership to the board and/or the membership committee.
B. A non-member may also express interest to a BOD member via electronic means or verbally.
 

Section 3 (Application Review)

A. The applicant shall submit a completed application form and, optionally, a professional resume or brief bio for consideration to the club’s Secretary.
B. The Membership Committee shall review the application to ensure it aligns with the club’s mission, values, and eligibility criteria.
C. If necessary, the committee may request an informal interview or meeting with the applicant.
D. Upon preliminary approval by the Membership Committee, the applicant’s name, resume/CV, and if applicable, recommender’s name, shall be circulated to all active members via email or club group chat.
E. Members will have 7 days to privately raise any serious and substantiated concerns with the Membership Committee or the President.
F. If a concern is raised, the Membership Committee shall review it confidentially and may consult with the member who may have recommended the guest to apply for the club and the BOD.
G. Applicants will not be rejected solely on the basis of personal disputes, but on clear and relevant concerns related to Rotary’s values (e.g., ethics, conduct, past behavior).
H. After the 7-day review period, and assuming no disqualifying issues, the BOD shall vote to approve or reject the applicant by simple majority.
I. The sponsor shall be notified of the result, and if approved, the applicant shall be invited to formally join and be inducted at a future meeting.
J. All parts of the review and discussion shall be kept confidential to respect both applicants and members.
 

Section 4 (Membership Approval)

A. If the candidate is approved, the prospective member is invited to join the club.
B. Official notice of approval and acceptance via email or text is needed, even after verbal communication, to finalize the process.
 

Section 5 (Code of Ethics Requirement)

A. All prospective and renewing members must review and sign the Seoul Hanmaum Rotary Club’s Code of Ethics prior to official membership approval or renewal.
B. The Ethics Committee shall be responsible for distributing the Code, collecting signed acknowledgments, and maintaining accurate records. Membership is contingent on agreement to the Code, and violations may result in disciplinary action as outlined in the Code.
 

Article 12 Amendments

These bylaws may be amended at any regular club meeting. Changing the club bylaws requires sending written notice to each member 21 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.

Article 13 Dissolution and Disposal of Remaining Assets

In the event of dissolution, any remaining assets after the settlement of debts and liabilities shall be donated to a nonprofit organization or public interest organization, designated by the general meeting and approved by the relevant tax authority, in accordance with Article 80 of the Framework Act on Non-Profit Private Organizations (or applicable Korean law).