Draft Bylaws (2017) Articles 1-15
Bylaws of the Rotary Club of Windsor Incorporated
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. Quorum: The minimum number of participants who must be present when a vote is taken, being one-third of the Club’s members for Club decisions and a majority of the Directors for Club Board decisions.
5. RI: Rotary International.
6. 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:
- Immediate Past President (being also Rotary Foundation Chair)
- Vice President,
- Six (6) Directors (one of these being President Elect).
There is no maximum number of consecutive terms for which a Board member may hold office, however it is the preference of the Club that office holders have no more than 3 consecutive years in any one position.
Article 3 Election of Directors and Officers
Section 1 –
(a) At a regular meeting one month prior to the annual general meeting, the presiding officer shall ask for nominations by members of the club for President – Elect, Vice President, Secretary, Treasurer and Directors.
(b) Nominations may be made in writing or made from the floor at the AGM. The positions of President – Elect, Vice President, Secretary, Treasurer and Directors and shall be voted for at the annual general meeting.
(c) The candidate for President – Elect receiving a majority of the votes shall be declared elected to that office and shall 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.
(d) The candidates for Secretary and Treasurer receiving a majority of the votes shall be declared elected to those positions.
(e) The remaining five (5) candidates for Director receiving a majority of the votes shall be declared elected as Directors.
(f) The new board shall take office on the 1st day of July immediately following their election.
(g) The Board may seek to have additional Directors elected at an ordinary meeting of the members.
Section 2 –Within two months after their election, the President – Elect and Directors-elect shall determine between themselves the allocation of the committee directors and elect a sergeant at arms
Section 3 – A vacancy in the Board or any office shall be filled by action of the remaining board members.
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-elect.
Article 4 Duties of Particular Offices
Section 1 – President. It shall be the duties 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.
Section 2 – Secretary.
It shall be the duty of the secretary to
(a) keep membership records;
(b) send out notices of club, board, and committee meetings;
(c) record and preserve the minutes of such meetings:
(i) minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting;
(ii) the signature of the chairperson may be transmitted by electronic means for the purposes of sub-clause (c)(i);
(d) 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;
(e) report changes in membership;
(f) collect and remit RI official magazine subscriptions; and
(g) perform other duties as usually pertain to the office of secretary.
Section 3 – Public Officer
(a) For the purpose of the Associations Incorporation Act 2009, the Secretary of the club shall also be the Public Officer unless the Board by resolution appoints some other Person to that position.
(b) Except as otherwise provided by these bylaws, the Public Officer shall keep custody or control all records, books and other documents relating to the club.
(c) The records, books and other documents of the club shall be open to inspection, free of charge, by a Member of the club at any reasonable hour in hard copy form.
(d) For the purposes of Associations Incorporation Act 2009, the Public Officer shall:
(i) keep a register in written or electronic form of the members of the Board including the particulars prescribed by section 29,
(ii) establish and maintain a register of members of the Club (whether in written or electronic form) specifying the name and postal, residential or email address together with the date on which they became a member;
(iii) keep the registers at his or her residential address,
(iii) if the Club has ceased to exist, keep the registers for a period of 5 years after the Club has ceased to exist,
(iv) make available a current hard copy of the registers to be inspected by any person without payment of any fee, at all reasonable hours,
(v) lodge documents with the Commissioner for Fair Trading as required by section 45 in consultation with the Board and Treasurer.
Section 4 – Treasurer. It shall be the duty of the Treasurer to
(a) have custody of all funds,
(b) account for all funds to the club annually and at any other time upon demand by the Board,
(c) perform other duties as pertains to the office of treasurer,
(d) upon retirement from office, hand over to the incoming treasurer or to the president all funds, books of accounts, or any other club property, and
(e) as soon as practicable after the end of each financial year, cause financial statements and an audit reports thereof to be prepared and presented to the Board, the Annual General Meeting and the Commissioner for Fair Trading as required by sections 47, 48 and 49 of the Associations Incorporation Act 2009 and sections 22 and 24 of the Charitable Fundraising Act 1991.
Section 5 – Sergeant-at-Arms. The duties of the sergeant-at-arms shall be to manage the meetings of the Club and other duties as may be prescribed by the president or the board.
Article 5 Meetings
Section 1 – Annual General Meeting. An annual general meeting of this club shall be held by December each year, at which time the election of officers and directors to serve for the ensuing year shall take place together with the items of business referred to in Article 18 below.
Section 2 – Regular Weekly Meetings
(a) The regular weekly meetings of this Club shall be held on Wednesday at 6:30pm.
(b) As allowed by Article 7 of the Constitution, Article 8, Section 1 (c) thereof is amended to read as follows:
Cancellation. The board may cancel a regular meeting for any reason. The Board must ensure that this Club meets at least twice per month.
(c) Due notice of any changes in or canceling of the regular meeting shall be given to all members of the Club.
(d) As allowed by Article 7 of the Constitution, Article 12 of the Constitution is deleted and the following Article is substituted:
Article 12 –
(a) It is expectation of this Club that Members will try to participate in one half of the all Club meetings, Committee Meetings, Social and Project events.
(b) It is the wish of this Club that Members take the opportunities to attend and participate in meetings and events of RI, Rotary Districts other Rotary, Rotaract and Interact Clubs, the Rotary Leadership Institute and involves themselves in online and other research and activities regarding Rotary.
(e) As allowed by Article 7 of the Constitution, Article 15, Section 4 of the Constitution is deleted.
Section 3 – Quorum
One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
Section 4 – Board Meetings
Regular meetings of the board shall be held at least each month or at such other times as the Board determines. 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.
Section 5 – Quorum at Board Meetings
A majority of the Board Members shall constitute a quorum of the Board.
Article 6 Method of Voting
The business of this Club shall be transacted by a vote on the voices except the election of President -Elect and Directors, which shall be by ballot. The Board may determine that a specific resolution be considered by ballot rather than by a vote on the voices.
Article 7 Fees and Dues
The annual membership fees shall be as prescribed by the Board from time to time, 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 district per capita dues and each Member’s subscription to the RI official regional magazine Rotary Down Under or The Rotarian if requested.
Article 8 Five Avenues of Service
The five Avenues of Service are the philosophical and practical framework for the work of this Rotary Club being Club Service, Vocational Service, Community Service, International Service, and Youth Service. This club will be active in each of the five Avenues of Service.
Article 9 Committees
Section 1 - General
(a) Club committees are charged with carrying out the annual and long-range goals of the club based on the five Avenues of Service.
(b) The President-Elect, President, and immediate Past President should work together to ensure continuity of leadership and succession planning.
(c) When feasible, committee members should be appointed to the same committee for up to three years to ensure consistency and continuity.
(d) The President-Elect is responsible for appointing committee members to fill vacancies and conducting planning meetings with the incoming board prior to the start of their year in office.
(e) The President shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.
(f) 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.
(g) 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.
Section 2 – Leadership Committees
Standing committees shall be appointed as follows:
This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
(b) Club Public Image
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.
(c) Club Administration
(i) This committee should conduct activities associated with the effective operation of the club.
(ii) the chairman of the Club Service Committee shall be responsible for all Club Service activities and shall supervise and coordinate the work of all committees appointed on particular phases of Club Service.
(iii) the Club Service committee shall consist of the Director of Club Administration and the officers appointed on particular phases of Club Service
(iv) the President shall, subject to the approval of the Board, appoint the following Officers on particular phases of Club Service as are considered necessary:
Child Protection, and
(v) where feasible and practicable in the appointment of Club Officers, there should be provision for continuity of office.
(d) The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation
(e) Service Projects
(i) This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.
(ii) The service projects committee will consist of the chairman of the Operational Committees for the Avenues of Vocational Service, Community Service, Youth Service and International Service.
Section 3 – Operational Committees
(a) The President shall, subject to the approval of the Board, appoint the following standing Operational committees:
Vocational Service Committee
Community Service Committee
International Service Committee
Youth Service Committee
(b) The President shall, subject to the approval of the Board also appoint such committees on particular phases of Club Service, Vocational Service, Community Service, International Service and Youth Service as are considered necessary.
(c) The Vocational Service, Community Service, International Service and Youth Service Committees shall each consist of a chairman and not less than two (2) other members.
(d) Additional ad hoc committees may be appointed as needed.
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.
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 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 –
(a) 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 service projects.
(b) The funds of the club shall be derived from annual membership dues, donations and, subject to any resolution passed by the club in general meeting, such other sources as the Board determines.
(c) The Club shall as soon as practicable after receiving money, issue an appropriate receipt.
(d) Subject to any resolution passed by the Club in general meeting, the funds of the Club shall be used in pursuance of the objects of the Club in such manner as the Board determines
Section 3 – All bills shall be paid by the Treasurer or other authorized officer and such payments must be approved by the Board. Such approval can occur after the payments have been made.
Section 4 – As soon as practicable after the end of each financial year, the Board:
(a) must cause financial statements for that year to be prepared in relation to the club’s financial affairs (including its affairs as trustee of any trust), and
(b) must cause the financial statements to be audited in time for them to be submitted to the club’s next annual general meeting, such audit to be in compliance with requirements of the Associations Incorporation Act 2009.
Section 5 – 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.
Section 6 - The income and property of the Club however derived shall be applied solely toward the promotion of the objectives of the Club and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the Members of the club, provided that nothing herein shall prevent the payment in good faith of reasonable and proper rent for premises let by any Member of the club or reimbursement of expenses paid for by Club members.
Article 12 Commission for Children and Young People Act 1998
Section 1 – The Club shall comply with such of the provisions of the Child Protection (Working with Children Act) 2012 and the regulations thereunder as are applicable to it.
Section 2 – Every Member should obtain a “Working With Children Check Clearance” in accordance with the Child Protection (Working with Children Act) 2012. If a Member does not obtain such a Clearance, they must not have any contact with children in the course of their membership activities of the Club.
Article 13 Insurance
Section 1 - The Club shall effect and maintain insurance in accordance with the Australian Rotary National Insurance Program.
Section 2 - In addition to the insurance required under Section 1 of this Rule, the Club may effect and maintain other insurance.
Article 14 Charitable Fundraising Act 1991
Section 1 - This Article applies whilst the Club holds a fundraising authority under the Charitable Fundraising Act, 1991.
Section 2 - The Club shall comply with such of the provisions of the Charitable Fundraising Act, 1991 and the regulations thereunder as are applicable to it.
Section 3 - A member of the Board shall not be appointed to any salaried office of the Club or any office of the Club paid by fees and no remuneration or other benefit in money or money's worth shall be given by the Club to any member of the Board except:
a. repayment of out-of-pocket expenses; and
b. interest at a rate not exceeding interest at the rate for the time being which is or would be charged by the Club's bankers for money lent to the Club; or
c. payment pursuant to a contract authorized by the Board in the absence of the Board member.
Section 4 - In the event of the Club having a membership of less than five persons then the Club shall be dissolved in accordance with Article 18 hereunder. Upon any winding up or dissolution under Article 21 any Rotary Club to which any property is given or transferred shall be the holder of a fundraising authority under the Charitable Fundraising Act, 1991.
Article 15 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 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.
Section 3 – The Board shall approve or disapprove the proposal within 30 days of its submission. If approved, the Board shall notify the Club Members on a confidential basis through the Secretary of its decision.
Section 4 - 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 shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and shall be considered to be elected to membership.
Section 5 – If any such objection has been filed with the board within seven (7) days, the Board shall vote on this matter at its next meeting. If the nomination is approved despite the objection, the procedure set out in Section 4 above will be followed.
Section 6 – Following the election of a new Member, 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 another Member to assist with the new Member's assimilation to the club as well as assign the new Member to a Club committee.
Section 7 – Every new Member will be encouraged to attend the Rotary Leadership Institute.The Board may make provision for the Club to meet the fees of such attendance.
Section 8 – The Club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the Board.
Section 9 – This Club will consider offering associate, corporate, family or other membership types, but such will have to be approved by the Club by way of amendment to these Bylaws.
Section 10 – There is no prohibition on a Rotaractor being a member of this Club at the same time as they are a member of a Rotaract Club.