BYLAWS 1-10 (2014)

Bylaws of the Rotary Club ofWindsorIncorporated.

Bylaw 1 – 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: One-third of the club membership (club meetings); A majority of board members (board meetings).
5. RI: Rotary International.
6. Year: The 12-month period that begins on 1 July.

Bylaw 2 – Board

The governing body of this club is the board consisting of the president, immediate past president, president-elect, vice president, treasurer, 5 directors and secretary.

Bylaw 3 – Election of Directors and Officers

Section 1 – At a regular meeting one month prior to the meeting for election of officers, the presiding officer shall ask for nominations by members of the club for president, vice-president, secretary, treasurer, and five members of the board of directors. The nominations may be presented by a nominating committee or by members from the floor, by either or by both, as the club may determine. If it is determined to have 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 and treasurer receiving a majority of the votes shall be declared elected to their respective offices. The five candidates for director receiving a majority of the votes shall be declared elected as directors. The president elected in such balloting shall serve as a member of the board as president-elect for the year commencing on the first day of July next following the election, and shall assume office as president on the first day of July immediately following the year of service on the board as president-elect.

Section 2 – The officers and directors, so elected, together with the immediate past president, shall constitute the board of directors elect and shall take office on the first day of July immediately following their election. The board may seek the election of additional members to the board at the next or any subsequent regular meeting of the club.

Section 3 – A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.

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.

Bylaw 4 – Duties of Officers

Section 1President. It shall be the duty of the president to preside at meetings of the club and the board and to perform such other duties as ordinarily pertains to the office of president.

Section 2President-elect. It shall be the duty of the president-elect to serve as a member of the board of directors of the club and to perform such other duties as may be prescribed by the president or the board.

Section 3Immediate Past-President. It shall be the duty of the immediate past-president to serve as a director and to perform such other duties as may be prescribed by the president or the board.

Section 4Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and the board in the absence of the president and to perform such other duties as ordinarily pertains to the office of vice-president.

Section 5Secretary. It shall be the duty of the secretary to keep the records of the club, board and committees, record and preserve the minutes of such meetings, make the required reports to RI, District 9685 and Rotary Downunder and such other duties that usually pertain to that of Secretary.

Section 6Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board and to perform such other duties as pertain 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 account, or any other club property.

Section 7Director. The duty of a Director is to act as the chair to their respective committee and attend board meetings.

Section 8Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and such other duties as may be prescribed by the president or the board.

Section 9Public Officer. The Public Officer shall be the official point of contact for all matters pertaining to the Incorporation of the Club.

Bylaw 5 – Meetings

Section 1 — Annual Meeting. An annual meeting of this club shall be held no later than 30 November to elect the officers and directors who will serve for the next Rotary year.

Section 2 — The regular weekly meetings of this club will be held on Wednesday at 6:30pm. Reasonable notice of any change or cancellation of the regular meeting shall be given to all club members.

Section 3 — Board meetings are held each month. Special meetings of the board are called with reasonable notice by the president or upon the request of two directors.

Bylaw 6 – Fees and Dues

Section 1 – The admission fee shall be determined annually by the board and shall be paid within 30 days of the new member being advised of the amount due, except as provided for in article11 of the constitution of this club.

Section 2 – The membership dues shall be determined annually by the board, payable semiannually on the first day of July and January, with the understanding that part of each semiannual payment shall be applied to each member’s subscription to THE ROTARIAN and/or ROTARY DOWN UNDER magazine.

Bylaw 7 – Method of Voting

The business of this club is conducted by voice vote or show of hands except for the election of officers and directors, which is conducted by ballot. The board may provide a ballot for a vote on a specific resolution.

Bylaw 8 – Committees

Section 1 — Club committees coordinate their efforts in order to achieve the club’s annual and long-range goals. The club shall have the following committees:

Club Service
Community Service
International Service
Youth Service

Section 2 — Additional committees may be appointed as needed.

Section 3 — The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership.

Section 4 — Except where special authority is given by the board, committees shall not take action until a report has been made and approved by the board. The president or the board shall refer additional business to a specific committee as needed.

Section 5 — 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 6 – The duties of all committees shall be established and reviewed by the president for that president’s year. In declaring the duties of each, the president shall reference appropriate RI materials and the Avenues of 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 Rotary 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 noted above.

Bylaw 9 – Finances

Section 1 — Prior to each fiscal year, the board shall prepare an annual budget of estimated income and expenditures.

Section 2 — The treasurer shall deposit club funds in financial institution(s) designated by the board, divided into two parts: club operations and service projects.

Section 3 — Bills are paid by the treasurer or another authorised officer when approved by two other officers or directors.

Section 4 — A thorough annual review of all financial transactions shall be completed by a qualified person.

Section 5 — An annual financial statement of the club shall be provided to club members.

Section 6 — The fiscal year is from 1 July to 30 June.

Bylaw 10 – Method of Electing Members

Section 1 — A member shall provide a candidate’s name to the board. A transferring or former member of another club may also be proposed for membership by the former club. The proposal is kept confidential unless the board instructs otherwise.

Section 2 — The board shall ensure that the candidate meets all of Rotary’s membership requirements.

Section 3 — The board shall approve or reject the candidate’s membership within 30 days and shall notify the proposer of its decision.

Section 4 — If the decision of the board is favourable, the prospective member is invited to join the club, educated about Rotary and membership requirements, and asked to sign the membership proposal form and to allow his or her name and proposed classification to be conveyed to the club.

Section 5 — If no member of the club submits a written objection including reasons for the objection, to the board within seven days after the club is notified of the prospective member, that person, upon payment of the admission fee, is considered to be elected to membership. If an objection has been filed with the board, the club shall vote on this matter at its next meeting. If approved despite the objection, the proposed member is elected to membership after admission fee payment.

Section 6 — The club may elect honorary members proposed by the board.