Skagit Rotary Bylaws and Consitution
Bylaws and Constitution of the Rotary Club of
Skagit /
March 30, 2011
ARTICLE I
DEFINITIONS
As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:
- Attendance: Attendance shall be determined using the previous six (6) month time period.
- Board: The Board of Directors of this club.
- Bylaws: The bylaws of this club.
- Director: A member of this club's Board of Directors.
- Member: A member, other than an honorary member, of this club.
- RI: Rotary International.
- Year: The twelve-month period which shall begin on 1 July.
- Voting: All members in good standing shall be entitled to vote. No proxy voting shall be allowed. Ballot-by- mail and/or email are permissible at the discretion of the board.
- Charter Member: a charter member is defined as a member present at the time the Club was founded.
- Mail: Notification may be made by "mail," "mailing," and "ballot-by-mail" to include utilization of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.
- Quorum: A quorum shall be defined as two-thirds of the club's current active members in good standing.
- Notification: Notification may be by email, club runner, US Mail, or announcement at a weekly meeting.
14. Good Standing: An active member shall be deemed to be in good standing if the member meets the following:
(1) Current on all required membership dues set by the Board;
(2) Participates in the Club's major fundraising event; and
(3) Meets the Club's 50% attendance rule set forth herein.
Participation in the Club's major fundraising event may be by any of the following:
(1) Attending the event;
(2) Working the event;
(3) Assisting in the organizing of the event; or
(4) Contributing to the event by direct contribution or by procuring items from outside third parties.
ARTICLE II
NAME
The name of this organization shall be Rotary Club of Skagit /
ARTICLE III
LOCALITY OF THE CLUB
The locality of this club is as follows:
ARTICLE IV
OBJECTIVE
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:
First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of the
worthiness of all useful occupations; and the dignifying of each Rotarian's occupation as an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian's personal, business, and community life;
Fourth. The advancement of international understanding, goodwill, and peace through world fellowship of business and professional persons united in the ideal of service.
ARTICLE V
FIVE AVENUES OF SERVICE
Rotary's Five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.
1. Club Service, the
2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in business and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their business in accordance with Rotary's principles.
3. Community Service, the
4. International Service, the
5. New Generations Service, the
ARTICLE VI
MEETINGS
Section 1 - Regular Meetings.
(a) Day and Time. This club shall hold a regular meeting once each week on the day and at the time chosen by the Board.
(b) Change of Meeting. 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.
(c) Cancellation. The board may cancel a regular meeting if it falls on 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.
Section 2 - Business Meeting.
The club shall hold a business meeting once per month on a date determined each month by the current Club President. This meeting shall consist of discussion of club business and each board member or committee chair shall provide the club with a status report, if necessary. There shall not be a program during this business meeting and visitors shall be limited, if possible.
Section 3 - Annual Induction of Officers Meeting.
An annual meeting for the election of officers shall be held no later than 30 June.
ARTICLE VII
MEMBERSHIP
Section 1 - General Qualifications.
This club shall be composed of adult persons of good character and good business, professional and/or community reputation who resides, are employed or owns and operates a business in
Section 2 - Kinds.
This club shall have three types of membership: Active; Honorary; and Emeritus.
Section 3 - Active Membership.
A person possessing the qualifications set forth in section 4 below.
Section 4 - Good Standing.
(a) Definition. An active member shall be deemed to be in good standing if the member meets the following:
(1) Current on all required membership dues set by the Board;
(2) Participates in the Club's major fundraising event; and
(3) Meet the Club's 50% attendance rule set forth herein.
Participation in the Club's major fundraising event may be by any of the following:
(1) Attending the event;
(2) Working the event;
(3) Assisting in the organizing of the event; or
(4) Contributing to the event by direct contribution or by procuring items from outside third parties.
(b) Rights of Members in Good Standing. Any active member in good standing shall be entitled to all benefits of the Club, including but not limited to proposal of new members, the right to object to any membership issues, the right to vote, the right to serve on the Board or any Committees.
Section 5 - Transferring or Former Rotarian.
(a) A member may propose to active membership a transferring member of former member of a club; and
(b) Transferring Rotarians shall be treated as a new member and shall be proposed to the membership under these bylaws as if they are a new member.
Section 5 - Dual Membership.
No person shall simultaneously hold active membership in this and another club. No person shall simultaneously be a member and an honorary member in this club. No person shall simultaneously hold active membership in this club and membership in a Rotary club.
Section 6 - Honorary Membership.
(a) Eligibility for Honorary Membership. Persons who have Emeritus themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary's cause may be elected to honorary membership in this club. The term of such membership shall be as determined by the board. Persons may hold honorary membership in more than one club.
(b) Process. Any active member in good standing may present a name to the current Board for approval and acceptance as an Honorary member. If the Board approves the member, the name shall be presented to the membership following the new member procedures set forth herein.
(c) Rights and Privileges. Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.
Section 7 - Emeritus Member.
(a) Emeritus Member Qualifications. Emeritus Membership status is a form of membership, reserved for those who have provided substantial years of service to Rotary and is recognized as a mark of Rotary distinction. A Rotarian may qualify as an Emeritus Member when the member (a) meets the 80 Rule, which is defined as the age of the Rotarian added to the years of Rotary service, the last five years of which must have been in this club; and (b) be a member the current board believes rises to the level of an Emeritus Member by way of age, years of service, history of club and Rotary participation, and community involvement.
(b) Classification. An Emeritus Member shall be identified by their "current or former classification" which describes their business of profession; however, when a member is elected to Emeritus member status, his/her classification shall be released and available to potential new members.
(c) Election Process. Any active member who meets the requirements set forth above in section (a) may request the status of an Emeritus Members and shall be are elected by the Board of Directors.
(d) Standing in the Club. An Emeritus member does not have the obligations, responsibilities, and privileges of active members. An Emeritus member cannot propose new members, does not hold office and is exempt from attendance requirements, but is strongly encouraged to attend meetings, be with the Club's fundraising events and participate in other club fellowship activities.
(e) Obligations of Emeritus Member. An Emeritus member shall be required to pay a reduced membership fee set by the current Board.
(f) Termination. An Emeritus member may be terminated from the Club upon recommendation by the Board.
Section 8 - Rotary International Employment.
This club may retain in its membership any member employed by RI.
Section 9 - Membership Selection Process.
Any active member in good standing may present to the Membership Committee the name of a qualified individual in the community for consideration as a new member to the Club. Club membership shall be by invitation only. The proposed member shall not be given notice or any other indication s/he is being presented for membership. The Membership Committee shall have the authority to present the proposed new member to the Club membership for approval. Upon approval by the Membership Committee that the presented individual meets the qualifications and standards for membership in the Club, the name of the proposed new member shall be presented to the Club by way of a reading at three (3) separate consecutive weekly meetings. Any active member in good standing may object to any proposed new member. If any objections are raised, the proposed new member shall not be eligible for membership in the Club.
ARTICLE VIII
CLASSIFICATIONS
Section 1 - General Provisions.
(a) Principal Activity. Each member shall be classified in accordance with the member's business, profession, or type of community service. The classification shall be that which describes the principal and recognized activity of the firm, company, or institution with which the member is connected or that which describes the member's principal and recognized business or professional activity or that which describes the nature of the member's community service activity.
(b) Correction or Adjustment. If the circumstances warrant, the board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.
Section 2 - Limitations.
This club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club's active membership. Members who are retired shall not be included in the total number of members in a classification. The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board of directors of RI, shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations. If a member changes classification, the club may continue the member's membership under the new classification notwithstanding these limitations.
ARTICLE IX
ATTENDANCE
Section 1 - General Provisions.
Each member should attend this club's regular meetings and all club events. A member shall be counted as attending a regular meeting if the member is present for at least one-half (1/2) of the duration of the time of the meetings or other official Rotary sponsored event, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action was reasonable, or makes up for an absence in any of the following ways:
(a) Make-up Meetings. Any member may receive make-up meeting attendance, if, after any meeting, the member:
(1) attends at least 50 percent of the regular meeting of another Rotary club or of a provisional Rotary club; or
(2) attends a regular meeting of a Rotary or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotary 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 the board of directors of RI, a Rotary multi-zone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district 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 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;
(7) participates through a RI web site in an interactive activity requiring an average of 30 minutes of participation; or
(8) any Rotary sponsored event.
(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-section (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 -Leave of Absence.
If a member wishes to take an leave of absence from the Club, the member shall make a request showing good cause to the Board. Any such request shall be subject to Board approval.
During any leave of absence resulting from a member 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. If the Board approves the absence, then the absent member shall lose all rights and privileges associated with being an active member in good standing, which shall include the right to vote, until said rights are reinstated by the Board.
Section 3 - Attendance Records.
Any member whose absences are excused under the provision of subsection 3(b) or Section 4 of this Article, or all Emeritus members attendance, shall not be included in the membership figure used to compute the club attendance for RI purposes.
ARTICLE X
DIRECTORS AND OFFICERS
Section 1 - Governing Body.
The governing body of this club shall be the board constituted as the bylaws may provide.
Section 2 - Authority.
The board shall have general control over all officers and committees and, for good cause, may declare an office vacant.
Section 3 - Board Action Final.
The decision of the board in all club matters is final.
Section 4 - Officers.
(a) General: The club officers shall be a president, a president-elect, and one or more vice-presidents, all of whom shall be members of the board, and a secretary and treasurer, who may or may not be members of the board as the bylaws shall provide.
(b) Voting Board Members: The following members of the Board shall vote: President, President-Elect, Secretary, Treasurer, Director for Club Services, Director for Vocational Services, Director for International, Director for Community Services, Director for Youth Services, current Past President.
(c) Advisory Board Members: In addition to the above, the following shall be advisory board members and shall not have a vote during Board meeting: Auction Chair, Membership Chair, Scholarship Chair, any Past President of the Club, Foundation Chair or member of any Ad Hoc or Standing Committee appointed by the Board, and any member of the Club appointed by the President.
Section 5 - Appointment of Officers.
(a) General: All Board members and officers shall be an active member in good standing of this club. Every effort shall be made to ensure the board constitutes a diversified group of club members by age and time of service in the club to allow the history of the club to be maintained.
(b) President:
(1) Qualifications of President. The president must be an active member in good standing in this club for a period of four (4) years preceding the election before s/he officially takes office of President.
(2) Selection of President. The current President shall appoint the President-Elect upon consultation of at least five (5) Past Presidents. The appointment shall be subject to approval of the club by way of a vote at the Annual Induction Meeting.
(3) Term of President. The president shall be elected as provided in the bylaws, not more than one (1) year but not less than twelve (12) months prior to the day of taking office and shall serve as president-nominee upon election. The nominee shall take the title of president-elect on 1 July in the year prior to taking office as president. The president shall take office on 1 July and shall serve a period of one (1) year or until a successor has been duly elected and qualified. No President shall serve two (2) consecutive terms in the office of President.
(c) Other Officers and Board Members.
(1) Appointment. The President shall appoint the current Board which shall be subject to approval of the club by way of a vote at the Annual Induction Meeting.
(2) Qualifications. All Board members shall be active members in good standing in this club and should have been such for a period of one (1) years proceeding appointment. The president-elect shall attend the district presidents-elect training seminar and the district assembly. All members of the Board shall maintain good standing in the Club during their tenure on the Board.
(4) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified. The following officers shall serve for a period of not less than three (3) years: President-Elect; President; and Past President.
ARTICLE XI
ANNUAL DUES
Every member shall pay annual dues as set by the current Board.
ARTICLE XII
DURATION OF MEMBERSHIP
Section 1 - Period.
Membership shall continue during the existence of this club unless terminated as hereinafter provided.
Section 2 - Termination - Non-payment of Dues.
(a) Process. Any member failing to pay dues within ninety (90) days after the prescribed time shall be notified in writing by the secretary at the member's last known address. If the dues are not paid on or before sixty (60) days of the date of notification, membership may terminate, subject to the discretion of the board.
(b) Reinstatement. The board may reinstate the former member to membership upon the former member's petition and payment of all indebtedness to this club. However, no former member may be reinstated to active membership if the former member's classification is in conflict with article 8, section 2.
Section 3 - Termination - Not in Good Standing.
A member may be terminated for failing to remain in good standing if the member fails to:
1. pay the membership dues as set by the Board;
2. attend or make up at least 50 percent of Rotary sponsored events or club regular meetings in each half of the Rotary year ; and
3. participate in the club's major fundraiser.
If a member fails to remain in good standing as set forth above, the member's membership shall be subject to termination unless the board consents to such non-attendance for good cause.
Section 4 - Termination - Other Causes.
(a) Good Cause. The board may terminate the membership of any member who ceases to have the qualifications for membership in this club for any good cause by a vote of not less than two-thirds of the board members, at a meeting called for that purpose. The guiding principles for this meeting should be article 7, section 1, and The Four-Way Test.
(b) Notice. Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days' written notice of such pending action and an opportunity to submit a written answer to the board. The member shall have the right to appear before the board to state the member's case. Notice shall be by personal delivery or by registered letter to the member's last known address.
Section 5 - Board Action Final.
Board action shall be final.
Section 6 - Resignation.
The resignation of any member from this club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to this club.
ARTICLE XIII
COMMUNITY, NATIONAL, INTERNATIONAL AND RELIGIOUSAFFAIRS
Section 1 - Proper Subjects.
The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions. However, this club shall not express an opinion on any pending controversial public measure.
Section 2 - No Endorsements / Non-Political.
This club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate, or political positions or political issue.
This club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political or religious nature.
ARTICLE XIV
ACCEPTANCE OF OBJECT AND
COMPLIANCE WITH CONSTITUTION AND BYLAWS
By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.
ARTICLE XV
AMENDMENTS
Section 1 - Manner of Amending.
Except as provided in section 2 of this article, this constitution may be amended at any regular meeting of this club or by a mail/email vote, by the affirmative vote of more than 50% of the voting members present, upon a quorum of not less than two-thirds of all voting members in good standing in the Club present and voting, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting.
Section 2 - Amending Article 2 and Article 3.
Article 2 (Name) and Article 3 (Locality of the Club) of the constitution shall be amended at any regular meeting of this or by a mail/email vote, by the affirmative vote of more than 50% of the voting members present, upon a quorum of not less than two-thirds of all voting members in good standing in the Club present and voting, provided that notice of such proposed amendment shall have been mailed to each member at least twenty (20) days before such meeting, and provided further, that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective only when so approved. The governor may offer an opinion to the board of directors of RI regarding the proposed amendment.