Constitution of the Rotary Club of Windsor Incorporated

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. Satellite club: A potential club whose members shall also be members (when applicable): of this club.

7. Year: The twelve-month period which begins on 1 July.

Article 2 – Name

The Name of this corporation shall be Rotary Club of Windsor Incorporated.

(a) The name of a satellite of this club (when applicable) shall be Rotary Satellite Club of Windsor – (A satellite of Rotary Club of Windsor Incorporated)

Article 3 – Locality of the Club

The locality of this club is as follows: The urban area of Windsor & 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, 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 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. Youth 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 1Regular 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 consecutive meetings.

(d) Satellite Club Meeting (When Applicable). If provided in the bylaws, a satellite club shall hold regular weekly meetings at a place and at a time and day decided by its members. The day, time and place of the meeting may be changed in a similar way to that provided for the club’s regular meetings in section 1(b) of this article. A satellite club meeting may be cancelled for any of the reasons enumerated in section 1(c) of this article. Voting procedures shall be as provided in the bylaws.

Section 2 — Annual Meeting.

(a) An annual meeting for the election of officers shall be held not later than 31 December as provided in the bylaws.

(b) A satellite club (when applicable) shall hold an annual meeting of its members before 31 December to elect officers for the general governance of the satellite club.

Article 7 – Membership

Section 1General 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 honorary.

Section 3Active 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. 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. The club should 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. Transferring or former members changing clubs should be asked to bring a letter of recommendation from their previous 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. If such a statement is not provided within 30 days of being requested, it shall be assumed that the member does not owe any money to this club.

Section 5Satellite Club Membership. Members of a satellite club shall also be members of the sponsor club until such time as the satellite club shall be admitted into membership of RI as a Rotary club.

Section 6Dual Membership. No person shall simultaneously hold active membership in this and another club other than a satellite of this 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 7 — Honorary Membership.

(a) Eligibility for Honorary Membership. Persons who have distinguished 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) 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 8Holders 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 9Rotary International Employment. This club may retain in its membership any member employed by RI.

Article 8 – Classifications

Section 1General 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 2Limitations. 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 1General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings if provided in the bylaws, and engage in this club’s service projects, other events and activities. 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, of a satellite club meeting of another club, or of a provisional club; or

(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 training 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 or satellite club 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 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 website 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 regular meetings or satellite club 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-subsection (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 orRI-or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or

(6) engaged in Rotary business duly authorised by the board which precludes attendance at the meeting.

Section 2Extended 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 3Excused 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 months. However, if the leave is for a medical reason that extends for more than twelve months such leave may be renewed by the board for a period of time beyond the original twelve months.

(b) 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 4RI Officers’ Absences. A member’s absence shall be excused if the member is a current officer of RI or a Rotarian partner of a current officer of RI.

Section 5Attendance Records. When a member whose absences are excused under the provision of subsection 3(a) of this article fails to attend a club meeting, the member and the member’s absence shall not be included in the 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 1Governing Body. The governing body of this club shall be the board constituted as the bylaws may provide.

Section 2Authority. The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 3Board 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 4Officers. The club officers shall be a president, the immediate past president, a president-elect, and a secretary, and may include one or more vice-presidents, all of whom shall be members of the board. The club officers shall also include a treasurer and may include a sergeant-at-arms, all of whom may be members of the board as the bylaws shall provide. Club officers shall regularly attend satellite club meetings.

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. A candidate for the office of president shall have served as a member of this club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of this requirement. The president-elect shall attend the district presidents-elect training seminar and the district training 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 training 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 training assembly or training deemed sufficient by the governor-elect has been duly elected.

Section 6Governance of a Satellite Club of This Club (When Applicable). A satellite club shall be located in the same locality as this club or in the surrounding area.

(a) Satellite Club Oversight. This club shall provide such general oversight and support of a satellite club as is deemed appropriate by the board.

(b) Satellite Club Board. For the day-to-day governance of a satellite club, it shall have its own annually elected board drawn from its members and comprising the officers of the satellite club and four to six other members as the bylaws shall provide. The highest officer of the satellite club shall be the chairman and other officers shall be the immediate past chairman, the chairman-elect, the secretary and the treasurer. The satellite board shall be responsible for the day-to-day organisation and management of the satellite club and its activities in accordance with Rotary rules, requirements, policies, aims and objectives under the guidance of this club. It shall have no authority within, or over, this club.

(c) Satellite Club Reporting Procedure. A satellite club shall, annually, submit to the president and board of this club a report on its membership, its activities and programs, accompanied by a financial statement and audited accounts, for inclusion in this club’s reports for its annual general meeting and such other reports as may, from time to time, be required by this club.

Article 11 – Admission Fees and Dues

Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article 7, section 4(a) or any former member of this club who rejoins this club, shall not be required to pay a second admission fee. A Rotaractor who ceased to be a member of Rotaract within the preceding two years, who is accepted into membership of this club, shall not be required to pay an admission fee.