Bylaws 

 

 

 

                        Article_______________________Page

Preamble                                            1

Article #1: Definitions                        1

Article #2: Membership                     2 

Article #3: Meetings                           3

Article #4: Dues, Fees & Finances      4

Article #5: Committees                      4

Article #6: Board of Directors            5

Article #7: Voting                               7

Article #8: Amendments                    8

 

Attachment: Code of Policies             n/a

 

These Rotary Club of Grand Junction Bylaws set the governance practices for this Rotary Club, subject to the provisions of the standard Rotary Club Constitution promulgated by Rotary International. The Bylaws in this document are binding for the members of the Club. Supplementing these Bylaws are the integral and supplemental Code of Policies, which describe the common practices that this Club abides by.

 

If these Bylaws conflict with the Rotary Constitution as it may exist from time to time, the Constitution controls.

 

Article #1: Definitions. For the purposes of these Bylaws, the following terms shall have the meanings assigned to them in this Article:

Annual Meeting:        Meeting of the Club members held on the second Wednesday in October (or any meeting held in lieu of the second Wednesday) of each year.  

Available:                   A Past President or Board Member shall be ‘Available’ when (s)he is able to participate in a proceeding in person or by proxy if allowed.

Board:                         The Board of Directors of this Club.

            Bylaws:                       These Bylaws of this Club.

            Club:                           The Downtown Rotary Club of Grand Junction, Colorado

            Code of Policies:         That code of policies appearing as the Attachment to these Bylaws.

            Communications Media: Method(s) of membership communications employed by Club.

Constitution:              The model constitution for Rotary Clubs promulgated by R.I.

            Director:                     A director on this club’s Board.

Emergency Meeting: A meeting of the Board convened in accordance with Article 6, Section 4, subsection C., of these Bylaws.

Evening Group:          Part of the Club operating as described in Article 2, Section 2, of these Bylaws and supplemented in Code of Policies.

Fiscal Year:                  The 12-month period beginning 1 July.

In Writing:                  In describing a communication, capable of documentation.

            Member:                     A member, other than an honorary member, of the Club.

Notice:                        Notice given in accordance with the applicable provisions of the Bylaws.

Past Presidents:         Members of the Club that have previously served as presidents of this Club or other Rotary Clubs.

            R.I.:                                Rotary International.

            Satellite Club:             A potential club whose members shall also be members of a club.

Slate of Candidates:   A list of candidates for office submitted by the Nominating Committee, presenting one for each office to be filled.  

Special Circumstances:  Circumstances that warrant reduced meeting notices under the

Bylaws, which may be found to exist only upon a 2/3 vote of the Board.

 

Article #2: Membership 

Section 1.  General Qualifications.   This Club shall be composed of adult persons who demonstrate good character, integrity, and leadership; possess good reputation with their business, profession, and/or community; and are willing to serve in their community and/or around the world.

 

Section 2. Membership Categories. Consistent with the Standard Rotary Constitution, this Club has the following membership options, at the discretion of the sponsoring member, the Membership Committee, and/or the Board, as may be applicable:

 

Subsection A. Active Member. A person who possesses the qualifications stated in Article 1, Section 1, above. The Club may, from time to time, establish subcategories of Active Membership (e.g. Senior Active, Evening Group, Corporate). However, nothing in this endeavor can conflict with the standard Rotary Constitution.  Active membership subcategories are further defined in Code of Policies, Element 2: Membership, Paragraph 2. Membership Categories.

 

Subsection B. Senior Active Member. An elective sub-set of Active Member, defined by the Rotary Constitution as a person who has been a member for at least 20 years, and the sum of whose age and years of membership exceeds 85. The person must notify the Club Secretary in writing of a desire to occupy Senior Active membership status.

 

Subsection C. Honorary Member.  A person elected by the Club for a term set by the Board, who shall: be exempt from paying dues; does not vote; and cannot hold any club office. The member is entitled to attend all meetings and enjoy all other privileges in the club, but have no rights or privileges in any other club, except to visit without being a Rotarian’s guest.

 

(See also Code of Policies, Element 2: Membership, Paragraph 2. Membership)

 

Section 3.  Club Membership Composition. Each member shall be classified in accordance with the member’s business, profession, occupation, or community service. The classification shall describe the principal and recognized business or professional activity, or the nature of the member’s community service activity. The board may adjust the member’s classification as the member changes positions, professions, or occupations. This Section does not apply to Honorary Members. (see also Code of Policies, Element 2, and Rotary Constitution, Article 9, Section 2).

 

Section 4. Diverse Club Membership. The Club’s membership should represent a cross-section of the businesses, professions, occupations, and civic organizations in the community, including age, gender, and ethnic diversity.

 

Section 5. Election of Members. The processes for proposing and electing new members are found in Code of Policies, Element 2, Paragraph 1.

 

Section 6. Attendance.  The club encourages regular attendance according to local conditions and the needs and schedules of each individual member. The many ways to achieve attendance are enumerated in Code of Policies, Element 2, Paragraph 5: Attendance.

 

(for: ‘Leaves of Absence,’ ‘Member Responsibilities’ and ‘Removal’ see: Code of Policies, Element 1: Membership)

 

Section 1. Regular Meetings. Regular day-time meetings shall be held every Wednesday at twelve (12) o'clock noon at the place designated by the Board; provided that for good cause, the Board may change a regular meeting to a different day or different hour. The Evening Group shall meet on the first and third Wednesdays at a time and place designated by the Evening Group. Notice In Writing of any change in location or time must be given to all members.

 

(see also: Code of Policies, Element 3, for a suggested ‘Order of Business’ and more)

 

Section 2. Annual Meeting. The Annual Club meeting shall be held on the second Wednesday in October (or any meeting held in lieu of the meeting on the second Wednesday) of each year. Election of Officers and Directors to serve for the ensuing year shall take place at said meeting.

 

Section 3. Notice of Meetings. Notice In Writing of the Annual Meeting and special meetings is required to the membership not later than one month prior to said meeting. Notice In Writing will be given in accordance with Code of Policies, Element 3: Member Meetings.

 

Article #4: Dues, Fees & Finances

Member dues, meal charges and other fees/charges are set from time-to-time by the Board and are set forth in the Code of Policies, Element 4.  All such charges are payable quarterly in arrears, upon receipt of a bill from the Treasurer. Failure to pay the same is cause for Board action. 

 

            (see also Code of Policies, Element 4 Dues, Fees & Finances.)

 

Section 1. A review of the Club’s finances shall be made once each year by an independent committee appointed by the Board.  

 

Section 2. The Board shall prepare, or cause to be prepared, a budget for each Fiscal Year, of estimated income and expenditures. Once adopted by the Board, the budget shall stand as the limit of expenditures for the respective purposes, unless otherwise ordered by action of the Board.

 

 

Section 1. Committee Formation. The Club’s committees include those listed in the Standard Rotary Club Constitution, Article 11, Section 7 (and listed here), and others as may be necessary and desirable to this Club’s effective and efficient operation.    

           

Section 2. Standing Committees

 

Subsection A. Membership. Develops and implements a comprehensive plan for the recruitment and retention of members. The Committee shall consist of at least four members, and the President-Elect shall serve as a voting member.

 

Subsection B. Club Administration. Conducts activities associated with the effective operation of the Club including the functions of finance, fellowship, communication, meetings, and meeting programs. The committee may use subcommittees for more efficient operation. The club’s Secretary and Treasurer are voting members.

 

Subsection C. Service. Develops and implements educational, humanitarian, and vocational projects that address the needs of this community and communities in other countries, including the functions of grants, and fundraising events. This committee may use subcommittees for more efficient operation.

 

Subsection D. Public Image. Develops and implements public relations and marketing plans to provide the public with information about Rotary and promote the Club's service projects and other activities. This committee may use subcommittees for more efficient operation.

 

Subsection E. Rotary Foundation Committee. Develops and implements plans to support the International Rotary Foundation through financial contributions and program participation.

 

Subsection F. Ad hoc Committees and other Groups are authorized. Guidance is provided in Code of Policies, Element 5.

 

(see also: Code of Policies, Element 5: Committees)

 

Article #6: Officers and Board of Directors. The governing body of this Club is the Board, which consists of the Club’s officers (President, President-Elect, Immediate Past President, Secretary and Treasurer), one Director designated by the Past Presidents from their ranks, six (6) additional At-Large Directors elected from the Club, plus one Director designated by the Evening Group from their membership.

 

Section 1. Term of Office. The President, Past-President, President-Elect and President-Elect Nominee hold office for 1-year terms. Nominations and election for all offices are held annually.  At-Large Board members shall hold their offices for single, staggered 2-year terms.  The Directors designated by the Evening Group and Past Presidents shall serve at the pleasure of their respective group.

 

Section 2. Qualifications for President. All President-Elect Nominees must be willing to dedicate four (4) years to the Presidential succession of this Club. The following criteria must be attained prior to any person holding the office of President:

 

Section 3. Nominations & Election. Four (4) months prior to the Annual Meeting, the Nominating Committee will begin to establish a Slate of Candidates for all offices and three (3) At-Large Directors for the next year. (see also: Code of Policies, Element 5: Committees, Paragraph 3. Nominating Committee)

 

Subsection A. The Nominating Committee shall consist of all Available Past Presidents; the current Secretary, Treasurer and President; and one At-Large Director selected by the Board. The Chairperson shall be a Past President. 

 

Subsection B. Club Communication media will, for the next four (4) months, include a solicitation for nominations from the membership. Said nomination(s) shall be made to any member of the Nominating Committee and must specify the office.

 

Subsection C. The Chair of the Nominating Committee will verbally present a Slate of Candidates at two (2) regular noon group meetings prior to the Annual Meeting and at the Annual Meeting.

 

Subsection D. The President (or presiding officer) will call for floor nominations from the membership during the noon group meeting two (2) weeks prior to the Annual Meeting.  After two (2) weeks prior to the Annual Meeting all nominations are closed.

 

Subsection E. Nominees will be voted on at the Annual Meeting via the voting method established by the Board, per Article 7, Section 2 of these Bylaws.

 

Subsection F. The nominee receiving a majority of the votes cast for each respective office, and the three (3) At-Large Board nominees receiving the most votes shall be declared elected.

 

(further guidance: Code of Policies, Element 6: Board of Directors)

 

Section 4. Responsibilities. The Board has complete responsibility for the governance of the Club. As defined and enumerated in the Code of Policies, it may delegate responsibilities, but remains charged with the duty and must ensure delegated responsibilities are properly discharged. How the Board chooses to perform oversight is accomplished according to Board practices enumerated in the Code of Policies or practices as the President may be comfortable with.

 

                       

Section 5. Regular and Special Meetings of the Board.

 

Subsection A. Regular meetings of the Board shall be held once a month at a time and place selected by the President.

 

Subsection B. Special meetings of the Board shall be called by the President as necessary, or upon request of two (2) members of the Board, after one week’s written notice has been given.

 

Subsection C. Emergency Meetings of the Board may be convened under Special Circumstances when all Directors waive notice of the meeting. Emergency Meetings may be conducted by conference call or other electronic means so long as all Directors are participating contemporaneously or are given the opportunity to do so. Minutes will be kept of all such meetings.

 

                        (see also Article #7: Voting, Section 1, Quorum)

 

Section 6. Parliamentary Procedure. Board meetings shall be conducted in accordance with Robert's Rules of Order-Simplified (found at https://assembly.cornell.edu/sites/ default/files/roberts_rules_simplified.pdf), as may be modified by the Board on a permanent basis. Such modification(s) requires two-thirds (2/3) majority Board approval of members present and voting; and take effect at the following meeting.

 

            (see also Roberts Rules of Order-Simplified attached to Code of Policies)

 

Section 7. Duties. Except as may be further defined by these Bylaws or the Code of Policies, the duties of officers are those usual and customary in a non-profit, civic/social organization.  (see also Code of Policies, Element 6, Board of Directors)

 

Subsection A. Treasurer’s Duties. The Treasurer shall deposit all Club funds in such banks or other financial institutions as designated by the Board and provide the Board with timely records of all accounts and billings for review.

 

Article #7: Voting. This Article contains all voting requirements for Board, member meetings, and the Nominating Committee.

Section 1. Notices and Quorums

Subsection A. Board Meeting Quorum. A simple majority of the Board members shall constitute a quorum unless otherwise specified in these Bylaws.

 

Subsection B. Notice of special Board meeting shall be given by: a) electronic means (as may be further defined in Code of Policies) at least seven (7) days prior to the date of the meeting called, or b) by first class mail, postage prepaid.

 

Subsection C. Actions and resolutions shall be adopted upon approval of a majority (unless otherwise specified herein), of those present and voting, a quorum being present.

 

Subsection D. Director Participation shall be in person, by telephone, or by designated proxy In Writing to the Board in advance of the meeting.

 

Subsection E. Membership Meeting Quorum. One-third (1/3) of the active members shall constitute a quorum at the Annual and regular Club Meetings. Notice of items to be voted on shall be provided ahead of the meeting, per Code of Policies, Element 7: Voting.

 

Subsection F. Nominating Committee Quorum. A simple majority of the Available Nominating Committee members shall constitute the quorum.  

 

Section 2. Method(s) of Voting

 

Subsection B. Membership Meeting Voting. Most business of the Club shall be transacted by voice vote or show of hands, as interpreted by the presiding officer; provided however:

Sub-Subsection B-1. Election of Officers and Directors shall be by paper ballot for positions that are contested.

Sub-Subsection B-2. Paper ballots may be provided for specific resolution(s), upon a recommendation of the Board.                     

 

(see also: Code of Policies, Element 6: Voting; including Corporate Member Voting)

 

Section 1. Amending Bylaws. These Bylaws shall be amended at any regular membership meeting, a quorum being present, by a two-thirds (2/3) vote of members present; provided notice of such proposed amendment shall have been announced and posted in appropriate Club Communication Media at least 2 weeks/14 days before such meeting. No amendment or addition to these Bylaws can be made in violation of the standard RI Constitution and Bylaws.

 

Section 2. Revising Code of Policies. The accompanying Code of Policies shall be revised by Board resolution upon a 2/3 majority vote. The revision will take effect fourteen (14) days after the change is posted in Club Communication media.