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ROTARY CLUB OF STEAMBOAT SPRINGS BY-LAWS    AS AMENDED AND RESTATED
 
APPROVED BY THE MEMBERSHIP
February 23, 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Article 1 - Authority
Section 1 - The Rotary Club of Steamboat Springs is chartered under the authority of Rotary International.  If there is any conflict in these By-laws with the requirements of Rotary International, Rotary International requirements shall prevail.
 
Article 2 - Board of Directors
Section 1 - The governing body of the Club shall be the Board of Directors, consisting of 13 members of this Club elected in accordance with the nominating and selection process described in Club Policy as approved by the Board of Directors.  The Board shall be made up of a President, President-Elect, Immediate Past President, Secretary, Treasurer and eight (8) at-large members, all elected by the membership.  Board member terms shall coincide with the Club’s fiscal year.
Section 2 - A Director or Officer shall be an active member who has been a member of the Club for at least one year at the start of the term to which they are elected and should have completed the “Good Beginnings Checklist”.  An exception may be made for presenting their Member Introduction if it has been delayed due to scheduling.
Section 3 - Terms of Board members are for two years in duration.  Terms are to be staggered with four at-large members elected in each Rotary year.  Board members may serve a maximum of two (2) consecutive terms.
Section 4 - A member of the Board may resign for any reason that may arise.  A resignation does not have to be accepted by the Board to be effective.
Section 5 - Vacancies created by a Board member’s resignation shall be filled by action of the remaining Board members to fill the remaining term of the member who resigned.  If the Board so chooses, the vacancy may remain unfilled until the next regular opportunity to seat new Board members.
Section 6 - Meetings of the Board are to occur monthly at a time and location approved by the Board.  If agreed to by a majority of the Board, a meeting may be cancelled.  Club members shall be advised of Board meeting dates and the format of the meeting (in person or electronic means) through announcements at regular Club meetings.  If a Board meeting is cancelled or changed, announcements will be made at Club meetings and through email communications.
Section 7 - The Board may adjourn to Executive Session for any purpose at the request of the President or one-third (1/3) of the Board members present at a meeting.  The Board may take action during Executive Session.  However, any action impacting the ongoing membership of a member of the Club must be taken in open session of the Board.
Section 8 - Meetings are generally held in person.  However, in unusual circumstances, the Board may meet via electronic means as determined by the Board.
Section 9 - Special meetings of the Board of Directors may be called by the President or upon the request of two (2) members of the Board of Directors with notice of at least three (3) days to the full Board.
Section 10 - A majority of active Board members must be present to constitute a quorum for the conduct of business at a Board meeting.
Section 11 - The Board of Directors is responsible for establishing policies it deems necessary for the efficient and orderly operation of the Club.  Policies shall be published on the Club website in an easily accessible manner.  New policies shall be announced at two (2) Club meetings and included in meeting summaries provided to members.
Section 12 - Any Director may be removed at any time, with or without cause, by the affirmative vote of a majority of the other Directors then in office. 
 
ARTICLE 3 - OFFICERS
Section 1 - The Officers of the Club shall be a President, President-Elect, Secretary and Treasurer.  Nomination and selection of Officers shall be in accordance with the nominating and selection process described in Club Policy as approved by the Board of Directors.  All Officers shall be voting members of the Board of Directors.  Officer terms coincide with the Fiscal Year of the Club.
A.  President – It shall be the duty of the President to preside at meetings of the Club and Board and to perform such other duties that ordinarily pertain to the office of a President of a membership organization.
B.  President-Elect – It shall be the duty of the President-Elect to perform such  duties as may be prescribed by the President or Board of Directors.  The President-Elect shall preside at meetings of the Club and Board of Directors in the absence of the President and perform such duties that ordinarily pertain to the office of a President-Elect of a membership organization.
C.   Secretary – It shall be the duty of the Secretary to keep records of membership and record the attendance at meetings.  The Secretary shall record and preserve the minutes of Board meetings, post on the Club Website and make the required reports to Rotary International including the semi-annual reports of membership in a timely manner as required by Rotary International.  The Secretary shall also prepare reports regarding membership as requested by the Board of Directors, including a monthly report of members on Leave of Absence and perform such other duties that usually pertain to the office of Secretary of a membership organization.
D.  Treasurer – It shall be the duty of the Treasurer to have custody of all funds and to report to the Board of Directors at least quarterly or at any other time upon demand of the Board of Directors and to perform other duties that usually pertain to the office of Treasurer of a membership organization.  The Treasurer shall make mid-year and end of year reports to the membership describing the financial condition of the Club.  Upon his/her retirement from the office, he/she shall turn over to his/her successor or to the President, all funds, books of accounts and any other Club property in his/her possession.  The Treasurer shall not receive a stipend or compensation for his/her duties as Treasurer,  however, the Treasurer shall be reimbursed for reasonable and necessary expenses related to carrying out the functions of the office.
Section 2 – Vacancies
A.  If the office of President becomes vacant or the President is unable to serve for an interim period during the President’s term, the President-Elect shall assume the office.  In such occurrence, the President-Elect may also fulfill the term of President to which he/she was originally elected.  The office of President-Elect may or may not be filled for the interim term at the discretion of the Board of Directors. 
B. If the office of Secretary or Treasurer becomes vacant during his/her term, the Board of Directors shall move to fill the position in an expeditious manner and is not limited to the Nomination process described in the Policy to fill the vacant term.  The Nomination process shall be followed to fill the position in the next ordinary election cycle.
Section 3 - The term for President and President-Elect Officers is one year.  The President is not allowed to serve more than one term without at least three (3) years between service.  The Secretary and Treasurer may serve unlimited terms.
 
ARTICLE 4 - CLUB MEMBERSHIP
Section 1 - Membership in the Rotary Club of Steamboat Springs shall be open to anyone in a nondiscriminatory manner who:
  1. Has an active interest in the affairs of the community
  2. Can meet membership requirements
  3. Adheres to the policies of the Club.
Section 2 - Selection process, membership categories, leaves of absence, expectations of Club members and other issues regarding membership shall be determined by the Board of Directors and placed in a Policy.
 
ARTICLE 5 - MEETINGS OF MEMBERSHIP
Section 1- The Annual Meeting of the Club shall be held as part of the first regular meeting in December of each year.  Election of Officers and Directors for the next Fiscal Year shall occur at this meeting. 
Section 2 - Regular Meetings
A.  The Regular Meetings of the Club shall be held Tuesday at noon, unless a revised schedule or means of meeting is presented to the membership by the Board of Directors and is approved through the process described for amending these By-laws.
B.  If a Regular Meeting is cancelled or changed, announcements will be made at Club meetings and through email communications.
C.  All members will be counted as present or absent and recorded by the Secretary for all Regular Meetings.  The Attendance Policy provides full expectations and guidance on matters of attendance.
D.  Meetings are generally held in person.  However, in unusual circumstances, the membership may meet via electronic means as determined by the Board.
E.  For conduct of business that requires a membership vote at a regular or Annual Meeting, a quorum shall be 33% of active members being present at the meeting.
 
ARTICLE 6 - FINANCIAL MATTERS
Section 1 - The Fiscal Year for the Club shall begin on July 1 of each year and end on June 30 of the next year.
Section 2 - Budget
  1. A budget will be prepared for the Fiscal Year of the Club each year.  The President-Elect, in concert with the Treasurer, shall establish a budget process and present the proposed budget to the Board of Directors for adoption.  The President-Elect may appoint other members to assist in the creation of the budget.
  2.  The budget must be approved by the Board of Directors before becoming final.
  3.  The budget should be approved by the Board of Directors no later than the August meeting of each year. 
  4.  The budget will be made available to Club membership in a manner that is accessible.
 
Section 3 - Fees and dues
  1. An admission fee shall be determined by the Board of Directors and must be paid before an applicant can qualify as a member. 
  2. Membership dues shall be the amount necessary to ensure the financial security of the Club as set by the Board of Directors and shall become effective after notification to the membership.  Dues are payable quarterly and are due within 30 days after billing statements are sent to the membership.  Members who do not remain current in dues payment will be subject to the Policy as determined by the Board of Directors.
Section 4 - Depository accounts may be established for providing for the financial operation of the Club.  Such accounts will be in a bank that is a member of the FDIC, has a presence in Routt County and is approved by the Board of Directors.  Signatory requirements for account(s) shall be established by the Board of Directors.
Section 5 - The Board may choose to engage a Certified Public Accountant and/or other support to assist the Treasurer with the routine financial duties required by Club operations.  If such support is chosen, they may be compensated in an amount that is in keeping with customary fees for such services in Steamboat Springs.
Section 6 - Officers having charge or control of funds shall be bonded as may be required by the Board of Directors for the safe custody of the funds of the Club.  Should a bond be required, the cost will be borne by the Club.
 
          ARTICLE 7 - COMMITTEES
Section 1 -The Board of Directors may establish committees to promote the efficient and effective operation of the Club.  Standing committees shall be ongoing committees.  Ad hoc committees are established to accomplish a specific purpose and are disbanded when their purpose has been served.  Ad hoc committees are created by the Board and the Board determines when their purpose has been completed.
Section 2 - Committee Chairs for Standing and Ad hoc committees are selected by the President.  Committee Chairs are not limited as to how long they may serve in this capacity.
Section 3 - Committee members may be selected by the President or the Committee Chair.
Section 4 - Standing Committees
A. Executive Committee - is responsible for any duties assigned to it by the Board of Directors.  It only meets when the Board of Directors has assigned a specific responsibility to it and it has no authority to act but makes recommendations to the Board of Directors which then takes action as it determines to be appropriate.  Members of the Executive Committee are: President, President-Elect, Past-President, Secretary and Treasurer.  Other members with specific expertise in the matter being considered by the Executive Committee may be assigned by the President.
B. Membership Committee - is responsible for developing and implementing a comprehensive plan for the recruitment and retention of members.
C. Nominating Committee - is responsible for identifying, vetting and recommending members for service on the Board of Directors or as Officers.  The process to be followed by the Nominating Committee shall be described in Policy.
D. Rotary Foundation Committee - is responsible for keeping Club membership apprised of the activities of the Rotary Club Endowment Fund at the Yampa Valley Community Foundation and at the Rotary International Foundation.  It shall ensure appropriate recognition of members who reach philanthropic mileposts with either fund. 
E. Public Relations Committee - is responsible for developing and implementing plans to increase awareness in our community about Rotary and its many activities and philanthropic contributions.
Section 5 - The President shall serve as an ex-officio member of all committees, with vote.
Section 6 - Each committee shall transact such business as is delegated to it in the By-laws and such additional business as may be granted to it by the President or Board of Directors.  Any deviation from the direction established for the committee must be approved by the Board.
Section 7 - Committees whose project involves expenditure of funds shall work within the budget approved by the Board of Directors unless modified.  Procedures for accounting for revenue or expenses shall be established by the Treasurer or his/her designee.
 
ARTICLE 8 - RESOLUTIONS
Section 1 - No Resolution or motion to commit the Club to any matter shall be considered by the Club until it has been considered by the Board of Directors.  Such Resolutions, if offered at a Club meeting, shall be referred to the Board of Directors prior to any further discussion at the Club meeting.
 
ARTICLE 9 - POLICIES
Section 1 - The Board may adopt Policies to provide for efficient and effective functioning of the Club.  Policies may be modified by the Board at any regular or special meeting and will be posted in a manner that they are generally accessible by members of the Club.  When a Policy is created or changed, announcements will be made at two (2) Club meetings and through email communications.
 
ARTICLE 10 – REVISIONS TO BY-LAWS
 
Section 1 - These By-laws may be amended at any regular meeting of the Club, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendments shall have been announced at the prior regular meeting.  No amendment or addition to these By-laws can be made which is not in harmony with the Constitution and By-laws of Rotary International.