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BYLAWS OF
THE ROTARY CLUB OF GRAND JUNCTION, COLORADO, INC.
 
(Accepted October 12, 2022)
 
 
ARTICLE 1.
Offices
  1. The principal office of the corporation shall be located in the City of Grand Junction, County of Mesa, State of Colorado.
 
  1. The registered office of the corporation, which is required by the Colorado Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office. The address of the registered office may be changed by the Board of Directors.
 
 
ARTICLE 2.
Membership
  1. The name of a prospective member, proposed by an active member of the Club, shall be submitted to the Board in writing, through the Club Secretary. The proposal shall be kept confidential except as otherwise provided in this procedure.
 
  1. The Board shall ensure that the proposal meets all the membership requirements of the standard Rotary Club constitution.
 
The Board shall promptly refer the proposal to the Membership Committee, which is responsible for examining the proposed member's qualifications and compliance with the standard Rotary Club constitution as promulgated by Rotary International from time to time.
 
  1. The Membership Committee shall complete its examination within forty (40) days of its submission, and shall notify the Board of the results of its examination.
 
  1. If the decision of the Board is favorable, the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification to be published to the Club.
 
  1. If no written objection to the proposal, stating reasons, is received by the Board from any member (other than honorary) of the Club within seven (7) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.
 
If any such objection has been filed with the Board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.
 
  1. Following the election, the President shall arrange for the new member's induction, membership card, and new member Rotary literature. In addition, the President or Secretary will report the new member information to Rotary International and the President will assign a member to assist with the new member's assimilation to the Club as well as assign the new member to a Club project or function.
 
  1. Recognizing the growing importance that businesses place on corporate social responsibility, the Rotary Club of Grand Junction has created a corporate membership option. Corporations can take part in projects that give back to the community through Rotary’s well-organized structure.
 
The Rotary Club of Grand Junction offers a corporate membership program for businesses, professional practices, government entities, educational institutions, and non-profits.
1. Qualifications. The employees of any business (for-profit and non-profit) are eligible for corporate membership in the Rotary Club of Grand Junction.
2. Members. Subject to the approval of the club’s board, the business designates employees to serve as members of the Rotary Club of Grand Junction and may appoint up to four (4) people to be primary members or alternates.
3. Attendance. Attendance and participation requirements of the club may be met by any of the members. All members (primary and alternates) are entitled to attend any regular meeting of the club or any other Rotary club as determined by the club.
4. Dues. Dues for the corporation are paid annually July 1st of the fiscal year. If a corporate membership begins mid fiscal year, the dues will be prorated as needed. Should more than one corporate member attend the same Rotary meeting, the additional members will be required to cover the cost of their meals.
  1.  
6. Votes and quorum. For the purpose of general meetings and club matters, the primary corporate member is eligible to vote. Since the corporation has one primary member that is reported as an active, RI dues-paying member, it will have only one vote which will be made by the designee attending the meeting at which the vote is taken.
7. Holding office. Any RI dues-paying member listed in Rotary’s database, which includes the primary corporate member, is eligible to hold office. Alternates who do not pay RI dues are not eligible.
 
  1. The Board may confer, in accordance with the standard Rotary Club constitution, honorary membership on deserving persons.
 
 
ARTICLE 3.
Meetings
  1. The regular meetings of the Club shall be held every Wednesday of the month at twelve (12) o'clock noon at a place designated by the Board of Directors; provided that for good cause, the Board of Directors may change the regular meeting of any week to a different day or to a different hour of the regular day. Due notice of such change must be given to all members of the Club.
 
  1. The annual meeting of the Club 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. At this meeting the election of Officers and Directors to serve for the ensuing year shall take place.
 
  1. One-third (1/3) of the membership shall constitute a quorum at the annual and regular meetings of the Club.
 
  1. Regular meetings of the Board of Directors shall be held once a month at a time and place selected by the President. Special meetings of the Board of Directors shall be called by the President whenever deemed necessary, or upon the request of two (2) members of the Board, after due notice has been given.
 
  1. A majority of the members of the Board of Directors shall constitute a quorum thereof.
 
  1. Notice of any special meeting of the Board of Directors shall be given by telephone communication at least forty-eight (48) hours prior to the date of the meeting called, or may be given by first class United States mail, postage prepaid, or via e-mail to Directors who maintain an e-mail address in the Club Directory, at least seven (7) days prior to the meeting date.
 
  1. Meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order. Actions and resolutions shall be adopted upon approval of a majority of those present and voting, so long as a quorum is present. Directors may participate and vote by telephone.
 
 
 
ARTICLE 4.
Method of Voting
The business of the Club shall be transacted by voice vote, as interpreted by the presiding officer, except the election of Officers and Directors, which shall be by ballot if any positions are contested.
 
 
ARTICLE 5.
Election of Directors and Officers
5.1 The Club’s Board of Directors shall consist of the Club’s officers (President, President-Elect, immediate Past President, Secretary and Treasurer), one director chosen by the Past Presidents from their ranks and seven (7) additional members elected from the Club at large, including one elected from the Evening Group. The Evening Group candidate shall immediately take office upon the passage of this amendment to the Club’s Bylaws; and the subsequent election to office by the Club’s Membership. The Evening Group candidate shall serve for a two-year term. The initial term of Evening Group candidate shall be considered to have begun on July 1 of the year in which the election took place. Those directors holding office by virtue of their office or past president designation shall hold office for a single staggered 2-year term.
 
5.2 At the regular meeting two (2) months prior to annual meeting, the President shall order the Club’s Past Presidents to convene as a Nominating Committee to select a slate of candidates for President, President-Elect, Secretary, Treasure, and seven (7) at-large Directors of the Club for the next year.The Secretary and Treasurer may be the same person.The member currently holding the office of President-Elect shall be their nominee for President.These nominees will be presented to the membership at the regular meeting one (1) week prior to the annual meeting.
 
  1. At the annual meeting, the President will ask for additional nominations from the membership.
 
  1. The nominees will be voted on at the annual meeting. The nominee receiving a majority of the votes cast for each respective office, and the three nominees for the Board of Directors receiving the most votes shall be declared elected. They shall take office on July 1 in the year following the annual meeting and assume the duties of their respective offices. Public installation of the officers shall be at the first regular meeting of the Club in July of that year.
 
  1. The Officers and Directors shall constitute the entire Board of Directors.
 
  1. The newly elected Board of Directors will be publicly installed at their first meeting. The President shall give assignments to the Directors, with their approval. At-large Directors will each be assigned responsibility for one of the following Club functions:
 
  1. Club Administration;
 
  1. Community Service;
 
  1. Public Relations;
 
  1. Membership Development;
 
  1. Service Projects; and
 
  1. The Rotary Foundation.
 
  1. At its first meeting, the newly-elected Board of Directors shall appoint a member of the Club to act as Sergeant At Arms and other members to be Committee Chairpersons.
 
  1. A vacancy in the Board of Directors or any Office shall be filled with a member of the Club selected by the remaining members of the Board. The vacancy so filled shall be only for the remaining term of that Office or Directorship.
 
  1. The Board of Directors shall annually review and set the compensation of the Secretary and the Treasurer, and anyone else providing ongoing services to the Club.
 
 
ARTICLE 6.
Conflicts
6.1 All conflicts between an Officer and the Board of Directors, or between members, Officers or the Board shall be resolved by arbitration as specified in the then-current standard Rotary Club Constitution.
 
ARTICLE 7.
Duties; Delegation
 
  1. It shall be the duty of the President to preside at meetings of the Club and of the Board of Directors and to perform such other duties as ordinarily pertain to such office.
 
  1. In the event that the President will be absent for one or more meetings of the Club or the Board of Directors, the President shall designate one or more Past Presidents to preside over the meeting and to perform such other duties as ordinarily pertaining to such office.
 
  1. It shall be the duty of the Secretary to keep the records of membership and attendance; send out notices of meetings of the Club and the Board of Directors; record and preserve the minutes of such meetings; make the reports required by Rotary International and the District Governor; and perform such other duties as pertain to this office and as required by the Board.
 
 
  1. It shall be the duty of the Treasurer to have custody of all funds; account for the same to the Club at its annual meeting and at any other time upon demand by the Board of Directors; and to perform such other duties as pertains to the Treasurer's office. Upon the Treasurer's retirement from office, all funds, books of account or any other Club property in the Treasurer's possession shall be turned over to the successor Treasurer.
 
  1. The duties of the Sergeant At Arms, Committees, and Committee Chairpersons shall be those that are usually associated with such, and all other duties as may be prescribed by the President and ratified by the Board of Directors.
 
  1. With the advance approval of the Board of Directors, the Secretary and the Treasurer, or either of them, may delegate specific portions of their duties to a third person, who may or may not be a member. Such person shall not be a Director or Officer, shall serve at the pleasure of the Board of Directors as an independent contractor and be paid as the Board of Directors determines from time to time.
 
 
ARTICLE 8.
Fees and Dues
  1. All fees and dues shall conform to the rules and regulations of Rotary International. The amount of each shall be determined by the Board of Directors of the Club.
 
  1. The membership dues, meal charges, and other fees and charges consistent with the requirements of Rotary International, and as approved by the Board of Directors, shall be payable in equal quarterly installments at the beginning of each quarter.
 
  1. Special fee arrangements for past service members, clergy and members in other special categories shall be determined by the Board of Directors.
 
  1. The Directors shall periodically review the member accounts that are in arrears.
 
 
ARTICLE 9.
Committees
  1. Club committees are charged with carrying out the annual and long-range goals of the Club based on the five Avenues of Service. The President-Elect, President and Immediate Past President shall work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three years to ensure consistency. The President-Elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows:
    1. Membership. This committee should develop and implement a comprehensive plan for the recruitment and retention of members. The Membership Committee shall consist of at least four members, and the President-Elect shall serve as a member.
 
  1. Club Public Relations. This committee should develop and implement plans to provide the public with information about Rotary and to promote the Club's service projects and activities.
 
  1. Club Administration. This committee should conduct activities associated with the effective operation of the Club.
 
  1. Service Projects. This committee should develop and implement educational, humanitarian and vocational projects that address the needs of its community and communities in other countries.
 
  1. The Rotary Foundation. This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
 
  1. Additional ad hoc committees may be appointed as needed. The President shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon. Each committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been made and approved by the Board. Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee and shall report to the Board on all committee activities.
 
 
ARTICLE 10.
Duties of Committees
 
  1. The duties of all committees shall be established and reviewed by the President for his or her year. In declaring the duties of each, the President shall make reference to appropriate Rotary International materials.
 
  1. The Service Project committee will consider vocational service, community service and international service avenues when developing plans for the year. Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the President-Elect to provide the necessary leadership to prepare a recommendation for Club committees, mandates, goals and plans for presentation to the Board in advance of the commencement of the year as noted above.
 
ARTICLE 11.
Leave of Absence
 
Upon written application to the Board of Directors, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending the meetings of the Club. The leave of absence shall be for at least three (3) months and not exceed one (1) year. The request should come thirty (30) days before a Rotary Club of Grand Junction Board meeting. A medical leave of absence will be considered separately from these requirements and on a case-by-case basis. Leave of absence status prevents a forfeiture of membership, and provides an exemption from meal charges, but not from dues, or the Rotary Foundation and other special assessments. A leave of absence may be extended one time by the Board at its discretion.
 
 
ARTICLE 12.
Finances
 
  1. The Treasurer shall deposit all funds of the Club in such banks or other financial institutions designated by the Board of Directors.
 
  1. The Treasurer shall present to the Board of Directors records of all billings for discussion and review. All bills shall be paid only by checks signed by the Treasurer and President. A review of all the Club's financial transactions shall be made once each year by a Certified Public Accountant or other qualified person.
 
  1. Officers having control of funds and assets of the Club shall give a bond as required by the Board of Directors.  The cost of the bond will be paid by the Club.
 
  1. The fiscal year of the Club shall extend from July 1st to June 30th. For the collection of members' dues, it shall be divided into four (4) quarterly periods.
 
  1. At the beginning of each fiscal year, the Board of Directors shall prepare, or cause to be prepared, a budget of estimated income 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.
 
 
ARTICLE 13.
Resolutions and Subscriptions
 
  1. No resolution or motion to commit the Club on any matter shall be considered by the Club until it has been reviewed by the Board of Directors. Such resolutions or motions, if offered at a Club meeting, shall be referred, without discussion, to the Board, which after considering the matter, shall submit its recommendations to the Club. The Club may then take such action as deemed proper by the majority.Any charitable appeal or other subscription to be made by the Club shall conform to the following procedure: No disbursement of Club funds, except for those disbursements sanctioned by approval of the Club’s Annual Budget, shall be made unless such disbursement has been approved by a majority vote of the Club’s Board of Directors.
 
 
 
ARTICLE 14.
Order of Business
 
Subject to the exigencies of each weekly meeting and the complete discretion of the President, regular weekly meetings may follow the Order of Business set forth herein:
 
Call to Order Invocation
Pledge of Allegiance
Introduction of Visitors and Guests Awards/Inductions
Program Adjourn
 
ARTICLE 15.
Amendments and Ballots
 
These bylaws may be amended at any regular meeting, a quorum being present, by a two- thirds (2/3) vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to these bylaws can be made which is in violation of the standard Rotary Club constitution and with the constitution and bylaws of Rotary International.