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By Laws
Bylaws of the Rotary Club of the Texas Gulf Coast After 5
Amended by the Club Membership August 23, 2012
Article I Definitions
1. Board: The Board of Directors elected by this club.
2. Director: A Standing Committee Chair appointed by the Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period that begins on 1 July.
Article 2 Board
Section 1 – The governing body of this Club shall be the Board consisting of 7 elected officers namely, the President, Vice-President, President-Elect (or President-Nominee, if no successor has been elected), Secretary, Treasurer, and the Sergeant-at-Arms, and the immediate past President.
Section 2 – No member may serve in any one position on the Board for more than three (3) consecutive years, with the exception of the President-Elect.
Article 3 Election of Officers and Directors
Section 1 – At a regular meeting one month prior to the annual meeting for election of officers, the presiding officers shall ask for nominations by members of the Club for President, Vice- President, Secretary, Treasurer, and Sergeant-at-Arms. The nominations may be presented by a nominating committee or by members from the floor, by either or by both as the Club may determine. If it is determined to use a nominating committee, such committee shall be appointed as the Club may determine. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. The candidates for President, President–nominee, Vice-President, Secretary, Treasurer and Sergeant-at-Arms receiving a majority of the votes shall be declared elected to their respective offices. The candidate for President–Nominee elected in such balloting shall be the President-Elect and serve as a director for the year commencing on the first day of July next following the election, and shall assume office as President on 1 July immediately following that year. The President-Nominee shall take the title of President-Elect upon the election of a successor.
Section 2 – The officers-elect shall meet and elect six members of the club to be the standing committee chairs named in Article 9, who shall serve on the Board as Directors as voting members. The officers and directors, so elected, together with the immediate past President shall constitute the Board
Section 3 – A vacancy in the Board or any office shall be filled by action of the remaining directors.
Section 4 – A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining directors-elect.
Article 4 Duties of Officers
Section 1 – President. It shall be the duty of the President to preside at meetings of the Club and the Board and to perform other duties as ordinarily pertains to the office of President.
Section 2 – President-Elect. It shall be the duty of the President-Elect to serve as a director and to perform such other duties as may be prescribed by the President or the Board.
Section 3 – Vice-President. It shall be the duty of the Vice-President to preside at meetings of the Club and the Board in the absence of the President and to perform other duties as ordinarily pertains to the office of Vice-President.
Section 4 – Secretary. It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of Club, Board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, which shall include per capita dues for all members and prorated dues for active members who have been elected to membership in the Club since the start of the July or January semiannual reporting period; report changes in membership; provide the monthly attendance report, which shall be made to the District Governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of Secretary.
Section 5 – Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Club annually and at any other time upon demand by the Board, and to perform other duties as pertains to the office of Treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts, or any other club property.
Section 6 – Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the President of the Board.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this Club shall be held on the 2nd meeting day in October in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.
Section 2 – The regular weekly meetings of this Club shall be held on Thursday at 6:30 PM. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the Club. All members excepting an honorary member (or member excused pursuant to
article 9, sections 3 and 4 of the standard Rotary club constitution) in good standing in this Club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least fifty (50) percent of the time devoted to the regular meeting, either at this Club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, article 9, sections 1 and 2.
Section 3 – One-half of the membership shall constitute a quorum at the annual and regular meetings of this Club.
Section 4 – Regular meetings of the Board shall be held monthly as determined by the President and published on the club annual calendar. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given. Board meetings shall be open to all members of the Club.
Section 5 – A majority of the 7 officers and directors, so elected, together with the immediate past President shall constitute a quorum of the Board.
Section 6 – All decisions of the Board may be appealed by the Club membership.
Article 6 Fees and Dues
Section 1 – The admission fee shall be $75.00 per new applicant to Rotary and $25.00 per applicant Spouse and former Rotarian, fee to be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, article 11.
Section 2 – The membership dues shall be $260.00 per annum, payable semiannually on the first day of July and of January, with the understanding that a portion of each semiannual payment shall be applied to each member’s subscription to the RI official magazine. The membership dues of a new member shall be prorated based on the membership date within each semiannual period.
Section 3 – Membership dues shall be considered late if not paid within 45 days of the first day of July and of January. If unpaid, the member will no longer be considered in good standing and will forfeit his or her membership. Forfeiture of membership may be suspended by the Board of Directors at any meeting, a quorum being present, by a two-thirds vote of all voting Directors present, if a member is unable to pay dues within the prescribed time frame because of prevailing economic conditions. The due date may be extended up to three months. If the dues remain unpaid at that time, the member will forfeit his or her membership.
Article 7 Method of Voting
The business of this Club shall be transacted by viva voce* vote except the election of officers and directors, which shall be by ballot. The Board may determine that a specific resolution be considered by ballot rather than by viva voce vote. (Note: Viva voce vote is defined as when club voting is conducted by vocal assent.)
Article 8 Four Avenues of Service
The four Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, and International Service. This Club will be active in each of the four Avenues of Service.
Article 9 Standing Committees
Club committees are charged with carrying out the annual and long-range goals of the Club based on the four Avenues of Service. The President-Elect, President, and immediate past President should 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 coordinating the appointment of 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:
Membership - should develop and implement a comprehensive plan for the recruitment and retention of members.
Club Public Image - should develop and implement plans to provide the public with information about Rotary and to promote the Club’s service projects and activities.
Club Administration - should conduct activities associated with the effective operation of the Club.
Service Projects - should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and the communities in other countries.
Rotary Foundation - should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
Fundraising - shall plan, organize and report all fundraising activities of the Board and Club.
Sub-committees of the standing committees and additional ad hoc committees may be appointed as needed.
(a) The President shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.
(b) 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.
(c) 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
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 reference to appropriate RI materials. The service projects committee will consider the Avenues of Vocational Service, Community Service, and International Service 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, setting forth good and sufficient cause, leave of absence of up to 12 months may be granted excusing a member from attending the meetings of the Club for a specified length of time. Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the Club credit for the member’s attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorized under the provisions of article 9, sections 3 and 4 of the Rotary club constitution is not computed in the attendance record of the Club.
Article 12 Finances
Section 1 – Prior to the beginning of each fiscal year, the Board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.
Section 2 – The Treasurer shall deposit all club funds in a bank, named by the Board. The club funds shall be divided into two separate parts: club operations and charitable/service projects.
Section 3 – All bills shall be paid by the Treasurer or other authorized officer only when approved by two other officers or directors.
Section 4 – A thorough review of all financial transactions by a qualified person shall be made once each year.
Section 5 – Officers having charge or control of Club funds shall give bond as required by the Board for the safe custody of the funds of the Club, cost of bond to be borne by the Club.
Section 6 – The fiscal year of this Club shall extend from 1 July to 30 June, and for the collection of members' dues shall be divided into two (2) semiannual periods extending from 1 July to 31 December, and from 1 January to 30 June. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the Club on those dates.
Article 13 Method of Electing Members
Section 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. A transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure.
Section 2 – The Board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution. The Board shall also ensure that if the proposal is a transfer from another Rotary club, the proposal has satisfied all financial obligations of said Rotary club.
Section 3 – The Board shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer, through the Club Secretary, of its decision.
Section 4 – If the decision of the Board is favorable, the Membership Committee Chair shall publish the name and classification of the proposed member to the Club membership for consideration. Email or phone is acceptable for publication of the prospective member’s candidacy.
Section 5 – If no written objection (either by email or hard-copy) to the proposal, stating reasons, is received by the Membership Committee Chair from any member (other than honorary) of the Club within fourteen (14) 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, and completion of the new member application shall be considered to be elected to membership.
If any such objection has been filed with the Membership Committee Chair, the Membership Committee Chair shall meet with the proposer and discuss the written objection. If the proposer withdraws the name of the proposed member, no further action shall be taken. If the proposer does not withdraw the name of the proposed member, then the proposed member shall be voted on by ballot by the Club membership, following discussion where no guests or visiting Rotarians are present, for approval or rejection, by a minimum of 2/3 vote of the attendees at the next scheduled Club 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.
Section 6 – 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 RI 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.
Section 7 – The Club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the Board.
Article 14 Resolutions
The Club shall not consider any resolution or motion to commit the Club on any matter until the Board has considered it. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion
Article 15 Order of Business
The Order of Business may include the following:
• Meeting called to order
• Invocation
• Pledge of Allegiance
• Pin Check
• Introduction of visiting Rotarians
• Introduction of Guests
• Dollar Announcements
• Club correspondence, announcements, and Rotary Information
• Committee reports if any
• Any unfinished (old) business
• Any new business
• Address or other program features
• Four Way Test
• Adjournment
Article 16 Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present (provided there is a quorum of at least half of the membership), provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting (either at a meeting, by mail or by email). No amendment or addition to these bylaws can be made which is not in harmony with the standard Rotary club constitution and with the constitution and bylaws of Rotary International.