BYLAWS OF THE ROTARY CLUB OF WINDSOR INC.
Rule 1 – Definitions
Definitions of words used in these Bylaws are identical to those definitions which appear in article 1 of the constitution of this club.
Rule 2 – Board of Directors
The Board of Directors shall be the governing body of this club pursuant to article 10 of the constitution and shall consist of five directors elected in accordance with rule 3, section3, of these bylaws, the president, vice-president, president-elect, secretary, treasurer, the immediate past president and any other members elected pursuant to rule 3 of these bylaws.
Rule 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. Within one week after the election of the board of directors-elect, the president shall appoint a member of the club to act as sergeant-at-arms. 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.
Rule 4 – Duties of Officers
Section 1 – President. 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 pertain to the office of president.
Section 2 – President-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 3 – Immediate 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 4 – Vice-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 pertain to the office of vice-president.
Section 5 – Secretary. It shall be the duty of the secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club, board and committees, record and preserve the minutes of such meetings, make the required reports to RI, including the semiannual reports of membership, which shall be made to the general secretary of RI on 1 January and 1 July of each year, and including prorated reports to the general secretary on 1 October and 1 April of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period, the report of changes in membership, which shall be made to the general secretary of RI, the monthly report of attendance at club meetings, which shall be made to the district governor immediately following the last meeting of the month, collect and remit to RI subscriptions to THE ROTARIAN and/or ROTARY DOWN UNDER, and perform such other duties as usually pertain to the office of secretary.
Section 6 – Treasurer. 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 7 – Sergeant-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.
Rule 5 – Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held during the month of November in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.
Section 2 – The regular weekly meetings of this club shall be held on each Wednesday at a time determined by the members of the club.
Due notice of any changes in or cancelling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused by the board of directors of this club, pursuant to article 9, section 3(b) of the club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club or, as otherwise provided in the club constitution, article 9, sections 1 and 2.
Section 3 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
Section 4 – Meetings of the board shall be held monthly, the day and time for the ensuing year being determined by the board at its first meeting. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) members of the board, due notice having been given.
Section 5 – A majority of the board members shall constitute a quorum of the board.
Rule 6 – Fees and Dues
Section 1 – The admission fee shall be determined annually by the board and shall be paid before an applicant can qualify as a member, 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.
Rule 7 – Method of Voting
The business of this club shall be transacted by viva voce vote except the election of officers and directors which shall be by ballot if more than one nomination is received for the respective positions. The board may determine that a specific resolution be considered by ballot rather than viva voce vote.
Note: Viva voce vote is defined as when club voting is conducted by vocal assent.
Rule 8 – Avenues of Service
The Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service and New Generations (Youth) Service. This club will be active in each of the Avenues of Service.
Rule 9 – Committees
Club committees are charged with carrying out the annual and long-range strategic goals of the club. The president-elect, president and immediate past-president should work together to ensure continuity of leadership and succession planning. When feasible, and to ensure consistency, committee members should be appointed to the same committee for three years. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and for conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows –
Membership: This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
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.
Service Projects: This committee should develop and implement educational, humanitarian and vocational projects that address the needs of our community and communities in other countries.
Rotary Foundation: This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and programme participation.
Administration: This committee should conduct activities associated with the effective operation of the club.
Rule 10 – Duties of Committees
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.
Rule 11 – Leave of Absence
Upon written application to the board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time not exceeding twelve (12) months.
(Note: While such leave of absence does operate to prevent a forfeiture of membership, it does not operate to give the club credit for the member’s attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorised under the provisions of article 9, section 3(b) of the constitution of the Rotary Club of Windsor Inc. is not computed in the attendance record of the club.)
Rule 12 – Finances
Section 1 – The treasurer shall deposit all funds of the club in a bank to be named by the board. The club fund shall be divided into two separate parts, one in respect of club operations and one in respect of charitable/service projects.
Section 2 – All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be drawn and signed by any two of the president, secretary, treasurer and public officer. A thorough audit by a certified public accountant or other qualified person shall be made once each year of all the club’s financial transactions.
Section 3 – Officers having charge or control of funds shall give bond as may be required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.
Section 4 – 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 5 – At the beginning of each fiscal year the board shall prepare or cause to be prepared a budget of estimated income and estimated expenditure for the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board. The budget shall be prepared in two parts, one in respect of club operations and one in respect of charitable/service projects.
Section 6 – All accounts shall be presented to, and passed for payment at a board meeting and full details of all such approvals shall be entered in the minute book