Draft Bylaws (2017) Articles 16-20
Article 16 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 17 Order of Business at Ordinary Meetings
Meeting called to order.
Welcome and introduction of visitors.
Correspondence, announcements and Rotary information.
Committee reports if any.
Any unfinished business.
Any new business.
Sergeant – at - arms
Address or other program features.
Closure and advice of next meeting.
Article 18 Procedure at General Meetings
Section 1 - Annual General Meetings:
In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:
(a) to confirm the minutes of the last preceding annual general meeting and any special general meeting held since that meeting;
(b) to receive from the Board, reports upon the activities of the Club during the last preceding financial year;
(c) to elect the President- Elect and Directors of the Club in accordance with Article 3 of these bylaws;
(d) to receive and consider the financial statements and audit report as required by Article 11 Section 4 above.
Section 2 - Notice of special resolutions:
Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be placed in the club bulletin, specifying the place, date and time of the meeting, and the resolution(s) proposed to be put.
Section 3 - Special Resolutions:
A resolution of the Club is a special resolution if:
(a) it is passed by a majority which comprises not less than three-quarters of such Members of the Club as, being entitled under these bylaws so to do, vote in person at a general meeting of which not less than 21 days' notice specifying the intention to propose the resolution as a special resolution was given in accordance with these bylaws: or
(b) where it is made to appear to the Commissioner for Fair Trading that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) - the resolution is passed in a manner specified by the Commissioner.
Section 4 – Quorum:
If within half an hour of the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and at the same place. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting the Members present (being not less than 3) shall constitute a quorum.
Section 5 - Presiding member:
The President or, in the president's absence the President - Elect, shall preside as chairman at each general meeting of the Club. If the President and President - Elect are absent from a general meeting or are unwilling to act, the Members present shall elect one of their number to preside as chairman of the meeting.
Section 6 - Voting
(a) Upon any question arising at a general meeting of the club, a Member has one vote only and all votes shall be given personally and may not be given by proxy. A Member is not entitled to vote at any general meeting of the Club unless all money due and payable by the member to the club has been paid.
(b) In the case of an equality of votes on a question at a general meeting, the chairman of the meeting is entitled to exercise a second or casting vote.
Article 19 Amendments
Section 1 - These bylaws may be amended at any regular meeting, a quorum being present, by a special resolution.
Section 2 - 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.
Section 3 – Any amendment to these bylaws or the Standard Rotary Constitution will be advised by the Secretary to the Commissioner of Fair Trading within 1 month pursuant to section 10 of the Associations Incorporation Act 2009.
Article 20 Dissolution
The club shall not be dissolved except at a general meeting of the Club specially convened for the purpose and by a Special Resolution. If upon the winding up or dissolution of the Club there remains after the satisfaction of all debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Club but shall be given or transferred to some other Rotary Club which shall also prohibit the distribution of its or their property among its or their members.