Article I – Election of Directors and Officers
Section 1 – At least 30 days prior to the annual meeting, the president shall appoint an elections committee consisting of at least five of the immediate past presidents and chaired by the immediate past president. The Elections Committee shall conduct the annual election of the club in accordance with the terms of this Article I, including acting as judge in any dispute.
Section 2 - The Elections Committee shall cause a letter to be sent to all members meeting the qualifications set forth in this Article I, 30 days before the annual meeting, giving the members the option of removing their names from contention for either vice president or the Board of Directors, or both. Those members who are otherwise qualified and who do not remove themselves from consideration shall be included in a first ballot to be sent to the membership by mail, personal delivery or electronic mail, ten (10) days thereafter. This ballot shall be divided into three parts –
(a) Those who meet the qualifications to be nominated as vice president and who have not removed themselves from contention for vice president.
(b) Those who meet the qualifications to be nominated for election to the Board of Directors, have previously served on the Board of Directors for a full one-year term and have not removed themselves from contention for election to the board; and
(c) Those who meet the qualifications to be nominated for election to the Board of Directors, have not previously served on the Board of Directors for a full one-year term and have not removed themselves from contention for election to the board.
The committee shall establish a deadline for the members to respond to the mailed ballot. All ballots received prior to the deadline will be counted by the Elections Committee. The four receiving the most votes pursuant to Section 2(a) above will be the candidates for vice president. The six receiving the most votes pursuant to Section 2(b) above will be candidates for the Board of Directors in “Group 1”. The eight receiving the most votes pursuant to Section 2(c) above will be candidates for the Board of Directors in “Group 2”. Qualified Members may be included as candidates for both the Board of Directors and for vice president.
Section 3 – Qualifications.
(a) Vice President. Candidates for vice president shall be active or corporate active members in good standing with the Club, not currently on a leave of absence and who have not previously served as President of this club. In addition, at the time of nomination, the member shall have completed one full term as a member of the Board of Directors of the club, shall have attended or made up 80% or more of the meetings of the club during the current and immediately preceding Rotary years and shall have been a member of the Club for not less than thirty six consecutive months.
(b) Board of Directors. Candidates for the Board of Directors shall be active or corporate active members in good standing with the Club, not currently on a leave of absence and who have not previously served as President of this club. In addition, at the time of nomination, the member shall have attended or made up 70% or more of the meetings of the club during the current Rotary year.
Section 4 – At the regular meeting immediately preceding the annual meeting of the club, the report of the Elections Committee shall be made to the club and a sample ballot furnished each member for study. This report and sample ballot shall be printed in the issue of the Rotarizonian for that week or otherwise provided to each member by mail or electronic mail no less than one week prior to the annual meeting of the club. The sample ballot will include the names of those members nominated pursuant to Section 2 of this Article.
Section 5 – At the annual meeting of the club, a first ballot shall be passed carrying the names of the four nominees for vice president. On the ballot for vice president, the nominee receiving a majority of votes cast shall be declared elected vice president and president elect for the ensuing year. If no nominee receives a majority of the votes cast, a runoff between the two nominees receiving the most votes shall be conducted and the nominee receiving a majority of the votes cast shall be declared vice president and president-elect for the ensuing year.
A second ballot shall be for electing the Board of Directors. This ballot shall contain the names of the 14 nominees divided into Group 1 and Group 2 pursuant to Article I, Section 2, of these bylaws. If the person elected vice president pursuant to the first paragraph of this section also appears on the ballot for the Board of Directors in Group 1, the Elections Committee shall advise the members present at the annual meeting to not cast a ballot for said person and the number of nominees in Group 1 shall be 5. Votes cast on the ballot for the Board of Directors for the winner of the election for vice president shall be ignored by the Elections Committee.
The three nominees in Group 1 and the four nominees in Group 2 receiving the highest number of votes shall be declared elected to the Board of Directors. In the event of a tie, which would make more than the stated number elected from either group, those tying for last place shall draw lots for the position on the Board of Directors.
Section 6 – The Board of Directors may at its discretion, change the above method of election, except that no change shall be made in the composition of the Board of Directors.
Section 7 – The Board of Directors-elect shall meet within one week after the annual meeting and shall elect from the club membership, a secretary, a treasurer and a sergeant-at-arms, who when so elected shall become members of the board; provided however, if any such officer had been elected to the Board of Directors at the annual meeting, a vacancy or vacancies shall be deemed to exist on the board and new board member(s) selected as provided in Section 8 of this Article.
Section 8 – A vacancy on the Board of Directors or any office, except in the case of a vacancy in the office of vice president, shall be filled by the remaining members of the board. In case of a vacancy in the office of vice president, the Board of Directors shall establish a special election by ballot to be held at a regular weekly meeting of the club with such provisions for a nominating committee and advance notice to members as the Board of Directors shall deem adequate under the circumstances.
Article II – Board of Directors
The governing body of the club shall be the Board of Directors, composed of the president, immediate past president, vice president, secretary, treasurer, sergeant-at-arms, and seven additional directors.
Article III – Duties of Officers
Section 1 – President. It shall be the duty of the president to preside at meetings of the club and Board of Directors and to perform such duties as ordinarily pertain to the office.
Section 2 – Vice President. It shall be the duty of the vice president to preside at meetings of the club and Board of Directors in the absence of the president and to perform such other duties as ordinarily pertain to the office.
Section 3 – 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 Rotary International, including the semi-annual reports of membership, which shall be made to the Secretary of Rotary International, the monthly report of attendance at the club meetings which shall be made to the district governor promptly following the last meeting of the month, and perform such other duties as usually pertain to the office.
Section 4 – Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club at its annual meeting and at any other time required by the Board of Directors. Upon retirement from office the treasurer shall turn over to the successor or to the president all funds, books of accounts and any other club property in the treasurer’s possession.
Section 5 – Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for this office and such other duties as may be prescribed by the president or Board of Directors.
Article IV – Meetings
Section 1 – Annual Meeting. The annual meeting of this club shall be held not later than December 31st of each year, at which time the election mandated by Article I shall take place.
Section 2 – The regular weekly meetings of this club shall be held as follows: at noon on Friday of each week provided that the Board of Directors may change the day, cancel or otherwise amend the meeting schedule in accordance with the constitution of this club.
Section 3 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.
Section 4 – Regular meetings of the Board of Directors shall be held each month. Special meetings of the Board of Directors shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, due notice having been given.
Section 5 – A majority of the board members shall constitute a quorum of the board of directors.
Article V – Fees and Dues
Section 1 – The admission fee shall be fixed annually, or more frequently as conditions may necessitate, by the Board of Directors, and shall be paid before an applicant can qualify as a member.
Section 2 – Membership dues shall be fixed annually, or as conditions may necessitate, by the Board of Directors. The dues shall be payable quarterly in advance on the first day of July, October, January, and April of each year.
Article VI – Method of Voting
The business of the organization shall be transacted by viva voice vote except the election of the president, vice president and seven directors which shall be by ballot, as provided in Article I.
Article VII – Committees
The president shall, subject to the approval of the Board of Directors, appoint any committees that are deemed necessary for the administration of club affairs and community endeavors. The president shall be, ex-officio, a member of all standing and special committees and, as such, shall have all the privileges of membership thereon.
Article VIII – Duties of Committees
Each committee shall transact such business as designated to it by the president or the Board of Directors. Except where special authority is given by the Board of Directors, such committees shall not take final action until a report has been made to the board and approved by them.
Article IX – Leave of Absence
Upon written application to the Board of Directors, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending the meetings of the club for a period not to exceed six months at any one time. Such leave of absence, in the case of illness, military service in the time of war or national emergency, or other reasons that the Board of Directors determines to be appropriate, may be further extended at the discretion of the board. During a leave of absence, dues of excused members shall be determined by the Board of Directors.
Article X – Finances
Section 1 – The treasurer shall cause all funds of the club to be deposited in a bank or banks to be approved by the Board of Directors.
Section 2 – All bills shall be paid by checks only, signed by any two of the following officers: President, Vice President, Treasurer and Secretary. A Review, performed by a certified public accountant shall be made each year of all of the club’s financial transactions.
Section 3 – Officers having charge or control of funds shall give bond as may be required by the Board of Directors for the safe custody of the funds of the club, cost to be borne by the club.
Section 4 – The fiscal year of this club shall extend from July 1 to June 30 and for the collection of membership dues shall be divided into four quarterly periods, payable on July 1, October 1, January 1, and April 1.
Section 5 – Prior to the beginning of each fiscal year the newly elected Board of Directors shall prepare, or cause to be prepared, a budget of estimated income and estimated expenditures for the year, which shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.
Article XI – Method of Electing Members
Section 1 – The name of a newly proposed member, having been proposed by a member in good standing, shall be submitted to the Board of Directors through the secretary, on the proposal form.
The Board of Directors shall refer the proposal to the classification committee, which shall consider the eligibility of the proposed member with respect to qualification for membership as set forth in the Constitution of this club and with respect to classifications filled or unfilled and the proposed classification proper or improper and shall return the proposal, together with the classification information, to the Board of Directors.
The Board of Directors shall review the action of the classification committee and sustain or reject its decision. The Board may return it to the classification committee for further consideration and action.
If the classification committee has reported favorably upon the newly proposed member and the Board of Directors has sustained the action, the proposer shall be notified by the secretary and shall secure the oral or written permission of the proposed member to publish the name of the proposed new member.
After this is secured the secretary shall notify each member of the club by means of the club weekly publication, giving the name of the proposed candidate, the firm represented and the classification under which he or she is being considered for membership.
A five-day period shall be allowed during which any member objecting to the election of the proposed member may notify the Board of Directors in writing.
If no objection is received in such period the proposed member shall be considered elected.
If any objections have been filed within the five-day period, the board shall consider the same at any regular or special meeting of the board and vote on the proposed member. The board may then, by not less than a two-thirds majority vote of the members present and voting elect the proposed member. Failure of the proposed member to receive a favorable vote as herein provided shall constitute rejection.
Upon the election of a proposed member, the secretary shall inform the proposer, who shall have the proposed member complete and sign the regular form of application. The proposer shall then submit the duly executed application form and dues payment to the secretary, at which time the proposed member shall have all the privileges and obligations of membership.
If a proposal for membership is rejected as hereinbefore provided, the proposer shall be notified by the secretary, and the proposal terminated.
Section 2 – Honorary Members. The names of proposed candidates for honorary membership shall be submitted to the Board of Directors in writing, no signed application being required.
Article XII – Resolutions and Subscriptions
Section 1 – No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the Board of Directors. Such resolutions or motions, if offered at a club meeting, shall be referred, without discussion, to the board, which after having given consideration to the matter, may submit its recommendations to the club. Having received the recommendations of the board, the club may then proceed to take such action as may seem proper to the majority.
Section 2 – Any appeal to the club, or to its members as Rotarians, for charitable or other subscriptions shall be handled in accordance with the procedure prescribed in Section 1 of this Article.
Article XIII – Visiting Rotarians
Visiting Rotarians will always be welcome at meetings of the club.
Article XIV – Order of Business
Meeting call to order
Pledge and Song
Introduction of visiting Rotarians and guests
Reading of correspondence and announcements by Secretary
Committee reports or announcements by committee chairs and others
Article XV – Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and the bylaws of Rotary International.