Old Club Constitution Articles 1-10 (2011)
CONSTITUTION OF THE ROTARY CLUB OF WINDSOR INC.
Article 1 Definitions
As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A member of this club’s Board of Directors.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Year: The twelve-month period which begins on 1 July.
Article 2 Name
The name of this organisation shall be Rotary Club of Windsor Incorporated.
Article 3 Locality of the Club
The locality of this club is as follows:
The urban area ofWindsorand surrounding districts.
Article 4 Object
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 a world fellowship of business and professional persons united in the ideal of service.
Article 5 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, thefirst Avenueof Service, involves action a member should take within this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognising 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 businesses in accordance with Rotary’s principles.
3. Community Service, thethird Avenueof Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
4. International Service, thefourth Avenueof Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.
5. New Generations Service, thefifth Avenueof Service, recognises the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.
Article 6 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 provided in the bylaws.
(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 recognised 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
Section 2 – Annual Meeting. An annual meeting for the election of officers shall be held not
not later than 31 December as provided in the bylaws.
Article 7 Membership
Section 1 – General Qualifications. This club shall be composed of adult persons of good
character and good business, professional and/or community reputation.
Section 2 – Kinds. This club shall have two kinds of membership, namely: active and
Section 3 – Active Membership. A person possessing the qualifications set forth in article 5,
section 2 of the RI constitution may be elected to active membership in this club.
Section 4 – Transferring or Former Rotarian.
(a) Potential Members. A member may propose to active membership a transferring
member or former member of a club, if the proposed member is terminating or has
terminated such membership in the former club due to no longer being engaged in the
formerly assigned classification of business or profession within the locality of the
former club or the surrounding area. The transferring or former member of a club being
proposed to active membership under this section may also be proposed by the former
club. The classification of a transferring or former member of a club shall not preclude
election to active membership even if the election results in club membership
temporarily exceeding the classification limits. Potential members of this club who are
current or former members of another club who have debts to the other club are
ineligible for membership in this club. This club may demand that a potential member
present written proof that no money is owed to the other club. The admission of a
transferring or former Rotarian as an active member pursuant to this section shall be
contingent upon receiving a certificate from the board of the previous club confirming
the prospective member’s prior membership in that club.
(b) Current or Former Members. This club shall provide a statement whether money is
owed to this club when requested by another club with respect to a current or former
member of this club being considered for membership in the other club.
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 Rotaract club.
Section 6 – Honorary Membership.
(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by
meritorious service in 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) 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 - Holders of Public Office. Persons elected or appointed to public office for a
specified time shall not be eligible to active membership in this club under the classification
of such office. This restriction shall not apply to persons holding positions or offices in
schools, colleges, or other institutions of learning or to persons who are elected or appointed
to the judiciary. Members who are elected or appointed to public office for a specified
period may continue as such members in their existing classifications during the period in
which they hold such office.
Section 8 - Rotary International Employment. This club may retain in its membership any
member employed by RI.
Article 8 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 recognised activity of the firm, company, or institution
with which the member is connected or that which describes the member’s principal and
recognised 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 9 Attendance
Section 1 – General Provisions. Each member should attend this club’s regular meetings. A
member shall be counted as attending a regular meeting if the member is present 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 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 or of a provisional
(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 the
board of directors of RI, a Rotary multizone 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;
(5) attends and participates in a club service project or a club-sponsored community
event or meeting authorised by the board; or
(6) attends a board meeting or, if authorised by the board, a meeting of a service
committee to which the member is assigned; or
(7) participates through a club web site 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 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) travelling 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
(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
(6) engaged in Rotary business duly authorised 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.
Section 3 – Excused Absences. A member’s absence shall be excused if
(a) the absence complies with the conditions and under circumstances approved by the
board. The board may excuse a member’s absence for reasons which it considers to be
good and sufficient. Such excused absences shall not extend for longer than twelve
(b) the age of the member is 65 and above and the aggregate of the member’s years of age
and years of membership in one or more clubs is 85 years or more and the member has
notified the club secretary in writing of the member’s desire to be excused from
attendance and the board has approved.
Section 4 – RI Officers’ Absences. A member’s absence shall be excused if the member is a
current officer of RI.
Section 5 – Attendance Records. In the event that a member whose absences are excused
under the provisions of subsection 3(b) or section 4 of this article attends a club meeting, the
member and the member’s attendance shall be included in the membership and attendance
figures used to compute this club’s attendance.
Article 10 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 any office vacant.
Section 3 – Board Action Final. The decision of the board in all club matters is final, subject
only to an appeal to the club. However, as to a decision to terminate membership, a
member, pursuant to article 12, section 6, may appeal to the club, request mediation, or
request arbitration. If appealed, a decision of the board shall be reversed only by a two-
thirds vote of the members present, at a regular meeting specified by the board, provided a
quorum is present and notice of the appeal has been given by the secretary to each member
at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the club
shall be final.
Section 4 – Officers. The club officers shall be a president, the immediate past president, a
president-elect, and one or more vice-presidents, all of whom shall be members of the
board, and a secretary, a treasurer, and a sergeant-at-arms, who may or may not be members
of the board as the bylaws shall provide.
Section 5 – Election of officers.
(a) 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.
(b) Term of President. The president shall be elected as provided in the bylaws, not more
than two (2) years but not less than eighteen (18) 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.
(c) Qualifications. Each officer and director shall be a member in good standing of this club.
The president-elect shall attend the district presidents-elect training seminar and the
district assembly unless excused by the governor-elect. If so excused, the president-
elect shall send a designated club representative who shall report back to the president-
elect. If the president-elect does not attend the presidents-elect training seminar and the
district assembly and has not been excused by the governor-elect or, if so excused, does
not send a designated club representative to such meetings, the president-elect shall not
be able to serve as club president. In such event, the current president shall continue to
serve until a successor who has attended a presidents-elect training seminar and district
assembly or training deemed sufficient by the governor-elect has been duly elected.