Bylaws of the Rotary Club of Edmonton Northeast (the “Club”)

ARTICLE I BOARD OF DIRECTORS
The governing body of the Club shall be the Board of Directors consisting of: the directors elected in accordance with Article II, Section 1 of these Bylaws, the President, President-elect, Secretary, Treasurer, and the immediate Past-President.
 

ARTICLE II ELECTION AND REMOVAL OF DIRECTORS AND OFFICERS

Section 1

At a regular meeting at least two weeks prior to the Annual General Meeting(AGM) or a Speical General Meeting )SGM), the presiding officer shall ask for nominations by members of the Club for President, Secretary, Treasurer, and Directors. The Board will determine the exact number of Directors. The nominations may be presented by a nominating committee or by members from the floor. The Council of Past-Presidents shall constitute the Nominating Committee. The nominations duly made shall be placed on a ballot in alphabetical order under each office and the election shall take place at the AGM or the SGM. Election of the Executive of the Club will be held at the AGM the election of the Directors may be postponed to a Special Meeting to be held on or before March 31st of the next calendar year. The candidates for President, Secretary, and Treasurer receiving the largest number of votes shall be declared elected to their respective offices. The candidates for director receiving the largest number of votes shall be declared elected as directors. The President elected in such balloting shall serve as a member of the Board as President-elect for the year commencing on the first day of July next following his or her election as President, and shall assume office as President on the first day of July immediately following his or her year of service on the Board as President-elect. Only members in good standing whose annual dues are fully paid are eligible for election to the Board of Directors.

Section 2

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 members of the Board. Page 2 Revised – May 17, 2017

Section 4

A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the Board.

Section 5

Any Director or Officer of the Club may be removed from office prior to the end of their term by a majority vote of the members of the Club at a duly convened Annual General Meeting or Special Meeting, provided that notice of the motion was given with notice of the meeting.

Section 6

A Director or Officer of the Club shall not receive any remuneration; however, expenses shall be reimbursed at the discretion of the Board.

 

ARTICLE III DUTIES OF OFFICERS

Section 1 President

It shall be the duty of the President to preside at meetings of the Club and Board and to perform such other duties as ordinarily pertains to his or her office.

Section 2 President-elect

It shall be the duty of the President-elect to preside at meetings of the Club and Board in the absence of the President and to perform such other duties as ordinarily pertain to his or her office.

Section 3 Secretary

It shall be the duty of the Secretary to keep the records of membership; record the attendance at meetings; send out notices of meetings of the Club and Board; record and preserve the minutes of such meetings; make the required reports to Rotary International, including the semiannual reports of membership, which shall be made to the General Secretary of Rotary International on January 1st and July 1st of each year, and including prorated reports to the Page 3 Revised – May 17, 2017 General Secretary on 1 October and 1 April of each active member who has been elected to membership in the Club since the start of the July or January semiannual reporting period; to report changes in membership, which shall be made to the General Secretary for Rotary International; to report the monthly attendance at the Club meetings, which shall be made to the District Governor immediately following the last meeting of the month; to collect and remit to Rotary International subscriptions to THE ROTARIAN, to maintain the Club’s Policies and Procedures Manual; and to perform such other duties as usually pertain to his or her office. Such seal of the Club as the Board may adopt shall be under the control of the Board, and the responsibility for its custody shall be with the Secretary.

Section 4 Treasurer

It shall be the duty of the Treasurer to have custody of all funds; to account for same to the Board of Directors monthly, to the Club annually, and at any other time upon request by the Board; and to perform such other duties as pertain to his or her office.

Section 5 Past President

It shall be the duty of the Past President to preside at meetings of the Club and Board in the absence of the President OR the President Elect and to perform such other duties as usually pertain to his or her office.

 

ARTICLE IV MEETINGS

Section 1 Annual General Meeting

The Annual General Meeting of the Club shall be called by the Board and held no later than December 31st of each calendar year in Edmonton, Alberta. The Board shall set the date, time and place of the meeting. The Secretary shall mail, email or deliver a Notice to each member at least 14 days before the Annual General Meeting. At the Annual General Meeting, the election of officers and directors to serve for the ensuing year shall take place in accordance with Article II, Section 1; a financial statement shall be presented, setting out the Club’s income, disbursements, assets, and liabilities, audited and signed by the Club’s auditor or auditors; and such other business shall be transacted as shall properly be brought before the meeting. Fifty percent (50%) plus one (1) of the membership of the Club shall constitute a quorum at the Annual General Meeting. Page 4 Revised – May 17, 2017

Section 2 Special Meetings

Special Meetings of the members of the Club (“Special Meeting”) may be called by the President of by the Board. In addition, a Special Meeting shall be called by the Board within seven days and convened within 30 days of delivery to any member of the Board of a requisition for a Special Meeting signed by twenty (20) percent of the members of the Club. If the Board does not call a Special Meeting within seven days of delivery of the requisition, a Special Meeting may be called by a notice signed by any three of the requisitionists. Notice of the time and place of a Special Meeting shall be mailed, emailed or delivered to all members at least 14 days before the Special Meeting. Fifty percent (50%) plus one (1) of the membership of the Club shall constitute a quorum at a Special Meeting.

Section 3 Regular Weekly Meetings

Day and Time. This club shall hold a regular meeting at least two times per month, on the day and at the time determined by the Board. Attendance may be in person, through an online meeting, or using an online connection for members whose attendance otherwise would be precluded. Alternatively, this club shall hold a meeting during the week(s) chosen in advance by posting an interactive activity on the club’s website. The latter type of meeting shall be considered as held on the day that the interactive activity is to be posted on the website. For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place. The board may cancel a regular meeting if it falls on a legal holiday, including a commonly recognized holiday, or during the week which includes a legal holiday, including a commonly recognized holiday, or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings. All members in good standing in the Club, except honourary members or members excused by Page 5 Revised – May 17, 2017 the Board, must be counted as present or absent on the day of the regular meeting, and attendance must be evidenced by the member being present for at least sixty (60%) percent of the time devoted to the regular meeting, either at the Club or at any other Rotary Club, or as otherwise provided in Appendix “A”, being the standard Rotary Club Constitution, Article 12, Sections 1 and 2.

Section 4 Board Meetings

Regular meetings of the Board shall be held as determined by the Board. Special meetings of the Board shall be called by the President at his or her discretion, or by two (2) members of the Board, provided that 24 hour notice of a special meeting of the Board is given to all Board members verbally or by email. If all Board members are present or waive notice of the meeting, a special meeting of the Board may be held without 24 hour notice. Fifty percent (50%) plus one (1) of the Board members shall constitute a quorum at all Board meetings.
 

ARTICLE V FEES AND DUES

Section 1

The Membership dues shall be in an amount as determined by the Board, invoiced no later than June 30th and payable annually on the first day of July, with the understanding that a prescribed portion of each annual payment shall be applied to each member's subscription to THE ROTARIAN magazine. The prescribed portion is to be determined by Rotary International.

Section 2

When determining the membership dues, the Board can decide to create different categories with different dues, subject to the member meeting certain criteria such as age or background, with the understanding that the dues will never be lower than the prescribed portion payable to RI.

ARTICLE VI VOTING

Unless otherwise specifically required by these bylaws, questions shall be decided by a majority of the votes cast. The presiding officer of any meeting may vote if the vote is by ballot. In all other cases, the presiding officer shall only cast a tie-breaking vote. Voting at any meeting of the Club shall be by a show of hands unless otherwise determined by the members, except the election of officers and directors, which shall be by ballot. Page 6 Revised – May 17, 2017

ARTICLE VII COMMITTEES

Section 1

Subject to the approval of the Board, the President shall define the mandate of each Club Committee and shall designate the elected Directors to chair each Club Committee (the “Committees”).

Section 2

a) Each Committee shall consist of the Director responsible for the Committee, and the Chairperson of all sub-committees appointed on a particular phase of the Committee’s area of responsibility.
b) The President shall be an ex officio member of all Committees and shall have all the privileges of membership on all Committees.
c) The Director of each Committee shall be responsible for the activities of their Committee, and shall supervise and coordinate the work of all sub-committees appointed on a particular phase of the Committee’s area of responsibility.
d) Except where special authority is given by the Board, Committees shall not take action until a report has been made to the Board and approved by the Board.
e) The Director of each Committee shall, with the cooperation of the President, appoint a chairperson to oversee and coordinate the work of all sub-committees appointed on a particular phase of the Committee’s area of responsibility.

Section 3

The specific duties of the Committees shall be established and reviewed by the President for his or her year, with reference to appropriate Rotary International materials. Each Committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each Rotary year. The President-elect is responsible for defining the mandate of each Committee, appointing Committee members to fill vacancies, appointing Committee chairs, conducting Planning meetings, and preparing a recommendation for Club Committees, mandates, goals and plans for presentation to the Board prior to the start of the Rotary year.

ARTICLE VIII LEAVE OF ABSENCE

Upon written application to the Board setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the Club for a specified period. A member seeking a leave of absence must pay his or her membership in full for the entire leave of absence
 

ARTICLE IX FINANCES

Section 1

The Treasurer shall deposit all funds of the Club in a financial institution designated by the Board.

Section 2

The Treasurer shall pay all expenses incurred by the Club. Cheques shall be signed by a minimum of two (2) designated signing authorities, approved by the Board, and registered with the financial institution.

Section 3

The fiscal year of the Club shall extend from July 1st to June 30th. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st and January 1st of each year on the basis of the membership of the Club on those dates.

Section 4

At the beginning of each fiscal year the Board 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 approved by the Board.

Section 5

For the purpose of carrying out its objectives, the Club may from time to time borrow money on the credit of the Club; however, such borrowing shall be effected only with the sanction of a Special Resolution of the Club.

Section 6

The books of the Club shall be audited annually by an auditor or auditors approved by the members at General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by the auditor or auditors at the Annual General Meeting of the Club.
 

ARTICLE X MEMBERSHIP

Section 1

a. The name of a prospective member, proposed by an active member of the Club or by the Membership Committee, shall be submitted to the Board in writing, through the Secretary.
b. The Secretary shall request the Membership Committee to investigate and report to the Board on the eligibility of the prospective member from the standpoint of classification, character and general eligibility.
c. The Secretary shall at the same time send notification to members regarding the name and classification of the prospective member. Members shall have seven (7) calendar days following the notice of the prospective member to provide the Board with a written objection to the proposal, stating reasons for the objection.
d. The Board, after receiving a report from the Membership Committee and any objections from Club members, shall approve or disapprove the prospective member.
e. If the Board approves the prospective member, the proposer together with one or more members of the Membership Committee shall inform the prospective member of the purposes of Rotary and of the privileges and responsibilities of membership in the Club. If this is acceptable, the prospective member will be asked to join and will be inducted into the Club.
f. Following induction, the Club Secretary shall issue a name badge to the new member and shall report his or her name to the General Secretary of Rotary International.

Section 2

a. All members of the Club shall have the right to attend and vote at meetings of the Club and, subject to Article II, Section 1, to stand for election as a Director or Officer of the Club.
b. Any member of the Club may withdraw from membership, at any time, by written notice to the Secretary of the Club.
c. All members of the Club shall have the obligation to pay such fees and dues as are determined by the Board in accordance with Article V.

Section 3

Any member of the Club may be expelled from the Club by a majority vote of the members of the Club at a duly convened Annual General Meeting or Special Meeting, provided that notice of the motion was given with notice of the meeting.

Section 4

Honourary Membership in the Club shall be conferred on individuals who have distinguished themselves by meritorious service in furtherance of the ideals of Rotary, at the discretion of the Board. Honourary Membership shall be conferred by a vote of the Board, and the status of all Honourary Members shall be reviewed by the Board annually. Individuals need not be Rotarians to be eligible for this distinction. Honourary Members are entitled to attend and participate in all Club meetings and serve on Club Committees; however, Honourary Members are exempt from the payment of Club fees and dues, and are not eligible to vote or stand for election as a Director or Officer of the Club.
 

ARTICLE XI RESOLUTIONS

No resolution or motion to commit the Club on any matter shall be considered by the Club until it has been considered by the Board; however, the Club may pass any such resolution or motion at an Annual General Meeting or Special Meeting regardless of whether it has previously been considered by the Board.

ARTICLE XII NOTICE

Any notice required by these Bylaws to be given to members of the Club shall be given by mail, email or delivery at their last address or email address as recorded in the records of the Club. Any notice given by ordinary mail is deemed to have been served three business days after the date of mailing.

ARTICLE XIII AMENDMENTS

Section 1

The Bylaws of the Club shall not be rescinded, altered or added to except by special resolution as defined in the Societies Act SA2000, ch.S-14, as amended from time to time.

ARTICLE XIV PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt.

ARTICLE XV INSPECTION OF RECORDS

The Club shall furnish to a member of the Club, at the member’s request, a copy of its Page 10 Revised – May 17, 2017 Application for Incorporation and Bylaws. The Club shall keep a register of its members at its Registered Office and shall, on each regular business day, permit a member of the Club to inspect the register and shall provide a copy of the register to the member at the member’s request, provided that the register is to be used by the member for matters relating to the affairs of the Club.

ARTICLE XVI ROTARY INTERNATIONAL AFFILIATION

Insofar as the provisions of the law of the Province of Alberta, under which the Club is incorporated, shall permit, the Club shall be subject to the jurisdiction of Rotary International.

ARTICLE XV11 WINDING UP

The Club shall be wound up or dissolved voluntarily whenever a special resolution is passed requiring the Club to be so wound up or dissolved. Upon such winding up or dissolution of the Club, all its remaining assets, after payment of all its debts and liabilities, shall be disbursed transferred or delivered to such qualified donees recognized under the Income Tax Act of Canada then extant as the Board may by resolution stipulate.
 

Appendix "A"

Article 12 Attendance

[See article 7 from the Standard Rotary Club Constitution- Rotary International, for exceptions to the provision of this article.]

Section 1

General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings if provided in the bylaws, and engage in this club’s service projects, other events and activities. A member shall be counted as attending a regular meeting if the member is present in person or using an online connection for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action was reasonable, or participates in the regular meeting posted on the club’s website within one week following its posting, or makes up for an absence in any of the following ways:
(a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member
(1) attends at least 60 percent of the regular meeting of another club, of a satellite club meeting of another club, or of a provisional club; or
(2) attends a regular meeting of a Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship; or
(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of Page 11 Revised – May 17, 2017 the board of Directors of RI, a Rotary multizone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district training assembly, any district meeting held by direction of the board of directors of RI, any district committee meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or
(4) is present at the usual time and place of a regular meeting or satellite club meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or
(5) attends and participates in a club service project or a club-sponsored community event or meeting authorized by the board; or
(6) attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned; or
(7) participates through a club website in an interactive activity requiring an average of 30 minutes of participation. When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend regular meetings or satellite club meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad.
(b) At the Time of the Meeting. If, at the time of the meeting, the member is
(1) traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a)(3) of this section; or
(2) serving as an officer or member of a committee of RI, or a trustee of The Rotary Foundation; or
(3) serving as the special representative of the district governor in the formation of a new club; or
(4) on Rotary business in the employ of RI; or
(5) directly and actively engaged in a district-sponsored or RI- or Rotary Foundation- sponsored service project in a remote area where making up attendance is impossible; or
(6) engaged in Rotary business duly authorized by the board which precludes attendance at the meeting.

Section 2 - Extended Absence on Outposted Assignment.

If a member will be working on an outposted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs.