Club By-Laws

Bylaws of the
Rotary Club ROUND ROCK, TEXAS, USA
(Amended and restated)
 
These Bylaws are an amendment and restatement of the Club's Bylaws dated July 1, 2004, and as hereby amended and restated, along with the Club's Constitution, governs the affairs of the Rotary Club of Round Rock, Texas, USA, a nonprofit association and Member Club of Rotary International.
 
Article I
Definitions
 
            1.         Board: The Board of Directors of this club. 
           
            2.         Director:  A member of this club's 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
 
The governing body of this club shall be the board consisting of twelve (12) members of this club, namely, the president, vice-president, president-elect (or president-nominee, if no successor has been elected), secretary, treasurer, sergeant-at-arms, five (5) standing committee chairs, and the immediate past president.
 
Article 3  
Election of Directors and Officers
 
1.         At a regular meeting one month prior to the meeting for election of officers in December of each year, the presiding officer shall ask for nominations by members of the club for president, vice-president, secretary, treasurer, sergeant-at-arms, and for the chairs of the following five standing committees:  Membership, Club Public Relations, Club Administration, Service Projects, and The Rotary Foundation. The nominations may be presented by a nominating committee or by members from the floor, by either or by both as a 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, vice-president, secretary, treasurer, and sergeant-at-arms, and each of the five standing committee chairs receiving a majority of the votes shall be declared elected to their respective offices. The candidate for president 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 his/her election.  The president-nominee shall take the title of president-elect on 1 July in the year prior to taking office as president.
 
2.         The officers and directors, so elected, together with the immediate past president shall constitute the board.
 
3.         A vacancy in the board or any office shall be filled by action of the remaining directors. 
 
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
 
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 pertain to the office of president. 
 
2.         President-elect. It shall be the duty of the president-elect to preside at meetings of the club and the board in the absence of the president, to serve as a director and to perform such other duties as may be prescribed by the president or the board. 
 
3.         Vice-President. It shall be the duty of the vice-president to serve as a director and chair of the Club's annual fundraising event and to perform other duties as ordinarily pertain to the office of vice-president. 
 
4.         Secretary; Assistant 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.  Upon the recommendation of the Secretary, the Board may appoint an Assistant Secretary to assist the Secretary with the various duties and responsibilities of the office and to be trained to replace the Secretary when he/she leaves office.  The Assistant Secretary will not be considered a member of the Board of Directors for voting purposes but shall be welcome to attend and participate in the meetings of the Board.
 
5.         Treasurer; Assistant 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. Upon the recommendation of the Treasurer, the Board may appoint an Assistant Treasurer to assist the Treasurer with the various duties and responsibilities of the office and to be trained to replace the Treasurer when he/she leaves office.  The Assistant Treasurer will not be considered a member of the Board of Directors for voting purposes but shall be welcome to attend and participate in the meetings of the Board.
 
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 or the board.
 
 
 
 
 
Article 5  
Meetings
 
1.         Annual Meeting. An annual meeting of this club shall be held on the first Thursday in December in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.
 
2.         Weekly Meetings. The regular weekly meetings of this club shall be held on Thursday at noon. 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 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 sixty (60) 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.
 
3.         MembershipQuorum. One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
 
4.         Regular and Special Meetings of the Board. Regular meetings of the board shall be held monthly at a time, on a date, and at a location to be determined by the president of the Club each year.  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.
 
5.         Board Quorum. A majority of the directors shall constitute a quorum of the board.
 
Article 6  
Fees and Dues
 
1.         Admission Fee. The admission fee shall be fixed by the board and properly recorded in the minutes of the board of directors' meetings.  The fee must be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, article 11.
 
2.         Membership Dues. The membership dues shall be fixed by the board from time to time and properly recorded in the minutes of the board of directors' meetings.  The membership dues will be payable quarterly on the first day of each quarter or in such other intervals as the board shall determine.
 
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.
 
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  
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 appointing committee members to fill vacancies, appointing committee chairs, and conducting planning meetings prior to the start of their 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.   
 
2.                   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.   
 
3.                   Club Administration.  This committee should conduct activities associated with the effective operation of the club.  
 
4.                   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. 
 
5.                   The Rotary Foundation.  This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
 
6.         Ad Hoc Committees. 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 may be granted excusing a member from attending the meetings of the club for a specified length of time.  Such leave of absence operates to prevent a forfeiture of membership during the period of the excused leave of absence; however, it does not relieve the member's obligation for dues nor does it operate to give the club credit for the member's attendance.   
 
Article 12  
Finances
 
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. 
 
2.         The treasurer shall deposit all club funds in one or more banks, named by the board. The club funds shall be divided into two separate parts: club operations and service projects. 
 
3.         Other than the payment of recurring expenses, all bills shall be paid by the treasurer or other authorized officer only when approved by the president.
 
4.         A thorough review of all financial transactions by a qualified person shall be made once each year.
 
5.         Officers having charge or control of club funds shall give bond if and as required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club. 
 
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 quarterly periods extending from 1 July to 30 September (first quarter), 1 October to 31 December (second quarter), 1 January to 31 March (third quarter), and from 1 April to 30 June (forth quarter). 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
 
1.         The name of a prospective member, proposed by an active member of the club, shall be submitted to the Membership Committee Chair and the Membership Committee Chair shall forward the name to the club secretary who shall communicate this to the board in writing. 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. 
 
 
2.         The Membership Committee shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution and so communicate this to the board. 
 
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.  If three (3) or more negative votes are cast by the board, the proposed member shall be denied admission to the Club, and the board, through the Club secretary, shall notify the proposer. 
 
4.         If the decision of the board is favorable, the prospective member's name and proposed classification to be published to the Club's membership in the form of a written listing posted at the podium at the next weekly meeting of the Club or via an email to the Club members; provided, however, that in the event any member desires to discuss a proposal, then such e-mail voting shall be halted until such time as the discussion has occurred.  Members of the Club will be encouraged to review the posting and will be instructed to submit any specific concern that the member may have about the character or suitability of the prospective member within seven (7) days of the posting or email. 
 
5.         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. 
 
6.         Following the election, the Membership Committee Chair shall arrange for the new member's induction, membership card, and new member Rotary literature. In addition, the secretary will report the new member information to RI and the Membership Committee Chair shall arrange for a member to assist with the new member's assimilation to the club as well as assign the new member to a Committee, project and/or function. 
 
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
 
Generally and unless agreed otherwise, the order of business shall be as follows:
 
1.                   Meeting called to order.
 
2.                   Prayer.
 
            3.         Pledge of allegiance.
 
            4.         Song.
 
            5.         Introduction of visitors, visiting Rotarians, and announcement of make-ups..
 
      6.         Correspondence, announcements, "Good News", and Rotary information.
 
7.         Committee reports if any.
 
8.         Any unfinished business.
 
9.         Any new business.
 
10.        Address or other program features.
 
11.        Adjournment with the Four Way Test.
 
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 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 not in harmony with the standard Rotary club constitution and with the constitution and bylaws of RI.
 
[[End Bylaws]]