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Bylaws

Article 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: The minimum number of participants who must be present when a vote is taken: One third of the club’s members for club decisions. A majority of the directors for club board decisions.
  5. RI: Rotary International.
  6. Year: The twelve-month period that begins on 1 July.
  7. QBOL: Accounting Software - Quickbooks Online
  8. MOU: Memorandum of Understanding
  9. PETS: President Elect Training Seminar
  10. DTS: District Training Seminar
  11. RLI: Rotary Leadership Institute
  12. RYE: Rotary Youth Exchange
  13. JTCC: John Tyler Community College

Article 2   Board

The governing body of this club shall be the board consisting of NINE members of this club, all with voting rights, namely, the president, immediate past president, president-elect, president-nominee, executive secretary, secretary, executive treasurer OR treasurer, sergeant-at-arms plus 1 director elected in accordance with article 3, section 1 of these bylaws.

Article 3  Election of Directors and Officers

Section 1 – At a regular meeting one month prior to the meeting for election of officers, the chairperson of the nominating committee shall ask for nominations by members of the club for officers due for election or re-election depending upon term limits-president, president-elect, president-nominee, immediate past president, executive secretary, secretary, executive treasurer OR treasurer, sergeant-at-arms and 1 director. Multiple nominations for a particular position shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. The candidates receiving a majority of the votes shall be declared elected to their respective offices. The candidate for director receiving a majority of the votes shall be declared elected as a director. The candidate for president elected in such balloting shall be the president-elect. The president-nominee shall take the title of president-elect on the first day of July next following the election, and shall serve as an officer during that year.  On 1 July immediately following that year, the president-elect shall assume office as president.

Section 2 – A vacancy in the board or any office shall be filled by action of the remaining directors.

Section 3 – A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining directors-elect.

Article 4  Duties, Training  and Qualifications of Officers

Training is provided by the club and district prior to officer changeover and approved related expenses are covered by the club. The club supports all minimum RI and District requirements including Pre-PETs, PETS, DTS and Membership and Foundation seminars, and in addition requires that the president completes the three part RLI program before assuming the office of president.

A summary of duties is provided for each officer position.

Section 1 – President. The president shall have been a Rotarian for a minimum of 3 years prior to assuming the office of president. It shall be the duty of the president to preside at meetings of the club and the board and to perform other duties as ordinarily pertain to the office of president.

Section 2 – 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 3 – President-elect.The president-elect shall have been a Rotarian for a minimum of 2 years prior to assuming the office of president-elect. It shall be the duty of the president-elect to identify and supervise the club’s District Grant MOU and application through to closure, and to preside at meetings of the club and the board in the absence of the president and to serve as a director and to perform such other duties as may be prescribed by the president or the board.

Section 4 – President Nominee. The president-nominee shall have been a Rotarian for a minimum of 1 year prior to assuming the office of president-nominee and shall have served the club in a leadership role. It shall be the duty of the president-nominee to organize the club’s weekly programs, including speakers, and to perform such other duties as may be prescribed by the president or the board.

Section 5 – Executive Secretary and Secretary. The executive secretary shall have been a Rotarian for a minimum of 5 years with experience of all club officer positions. The position can be held for a period of 2-4 years and can be renewed after the initial period in annual increments. The executive secretary has primary responsibility for the club’s secretarial function. Responsibilities include the mailbox and collection and distribution of incoming correspondence, communication with the membership, the maintenance of membership records; recording and reporting attendance at meetings; recording and preserving the minutes of such meetings; reporting as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year and such duties as usually pertain to the office of secretary. Dues shall include per capita dues for all members, including RI official magazine subscriptions, and prorated dues for active members who have been elected to membership in the club since the start of the July or January semiannual reporting period. Reporting includes changes in membership and providing the monthly attendance report which shall be made to the District 7600 website within 15 days of the last meeting of the month. The executive secretary agrees the responsibilities to be delegated with the secretary and is responsible for the associated supervision and training, including but not limited to the taking of board minutes.

Section 6 –Executive Treasurer OR Treasurer. The office holder shall be fluent with the club’s accounting software, QBOL, and the need to separate operational and charitable funds. The position of executive-treasurer can be held for a period of 2-4 years and can be renewed after the initial period in annual increments. It shall be the duty of the office holder to have custody of all funds, accounting for those funds to the club annually and at any other time upon demand by the board, and to perform other duties as pertain to the position including the annual renewal of State Corporation Commission Certification. Upon retirement, the office holder shall turn over to the incoming office holder or to the president all funds, books of accounts, or any other club property. The office holder shall be responsible for ensuring the timely annual filling of the appropriate IRS 990 EZ returns by 15th November each year for:

501 (C) (4): The Rotary Club of James River (Richmond)- EIN 65-1282922

501 (C) (3): The Rotary Club of James River (Richmond) Foundation- EIN 81-1800541

Section 7 – Sergeant-at-Arms. The sergeant-at-arms is responsible for organizing and supervising the front desk roster, the security and maintenance of the club’s inventory and the maintenance of order at club meetings. Other duties shall be such as are usually prescribed for such office and/or as may be prescribed by the president or the board.

Section 8 – Directors-at- large. Duties shall be prescribed by the president.

Article 5   Meetings

Section 1 Club Assemblies. A club assembly shall be held on the 3rd Wednesday of every month for the membership to discuss club business, including in particular the club’s service calendar.

Section 2 – Annual Meeting.  The election of officers and directors to serve for the ensuing year shall take place annually at the December Club Assembly.

Section 3 Weekly Meetings and Order of Business. The regular weekly meetings of this club shall be held on Wednesday at 7.30 am. Meetings will automatically be canceled when schools are closed or open late due to severe weather conditions. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused pursuant to the standard Rotary 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 standard Rotary club constitution. The agenda will be:

  • Meeting called to order.
  • Introduction of visitors.
  • Correspondence, announcements, and Rotary information.
  • Committee reports if any.
  • Any unfinished business.
  • Any new business.
  • Address or other program features.

Section 4 – Board Meetings. Regular meetings of the board shall be held on the second Tuesday of each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.

Written minutes should be prepared for all club board meetings and be made available to members before the next scheduled board meeting.

Article 6   Fees and Dues

The board will determine fees and dues and advise the membership by no later than 30 days prior to the start of each new Rotary year on 1st July.

Section 1 – Any new member fees and dues shall be paid before an applicant can qualify as a member.

Section 2 – Membership dues shall be payable annually on the first day of July, with the understanding that a portion of each payment shall be applied to each member’s subscription to the RI official magazine and membership.

Article 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.  The board may determine that a specific resolution be considered by ballot rather than by viva voce vote.

  (Note: Viva voce vote is defined as when club voting is conducted by vocal assent.

Article 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 Youth (New Generations)Service. This club will be active in each of the Avenues of Service.

Article 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, committee members should be appointed to the same committee for three years to ensure consistency. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs, and conducting planning meetings prior to the start of their year in office.  It is recommended that chairs have previous experience as a member of the committee.

(a) The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.

(b) Each committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action until a report has been made and approved by the board.

(c) 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.

Standing and ad hoc committees should be appointed as follows:

Section 1 - Membership. This committee should develop and implement a comprehensive plan for the recruitment and retention of members and supervise the club’s Ignite 400 program and Member Binder.

Section 2 - 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. Permanent club projects include our website and facebook pages, brochure and activity photographs.

Section 3 - Administration. This committee should conduct activities associated with the effective operation of the club. Permanent club projects include our programs.

Section 4 - Service. This committee should develop and implement projects embracing all 5 Avenues of Service and which address the club, humanitarian and educational needs of its community and communities in other countries.

Section 4(a) - Club and Vocational. Permanent club projects include our weekly bulletins, care and concern, front desk, Rotary Action Groups and Rotary Fellowships and club educational programs.

Section 4(b) - Community Service. This committee should develop and implement projects referencing the 6 Areas of Focus and which address the humanitarian and educational needs of its community. Responsibilities include the annual identification of suitable District Grant projects.

Section 4(c) - International. This committee should develop and implement international projects referencing the 6 Areas of Focus and which address the humanitarian and educational needs of overseas communities. This committee should develop and implement plans to foster and maintain relationships with sister clubs and identify and steward global grants in which the club decides to engage.

Section 4(d) - Youth. This committee should develop and implement plans to foster and maintain relationships with Rotaract and Interact Clubs. Responsibilities include the annual identification of suitable candidates for RYLA and our JTCC scholarship..

Section 4(e)Social. This committee is responsible for the club’s social program including monthly suppers.

Section 4(f) District Awards. This sub-committee should develop and implement plans to ensure that the service activities of the club, including volunteer hours, are properly recorded and that appropriate submissions are presented to district in a timely manner to ensure qualification for RI Presidential Citations and district awards. Activities include recording projects and volunteer hours at “My Rotary.”

Section 5 – Nominating. This committee should identify candidates for club officer and board positions, and draft a proposed slate of incoming appointees for consideration by the members at the club’s December assembly.

Section 6 - Steering. This ad hoc committee should meet as needed to assess the club’s commitment to the Five Avenues of Service.

Section 10 - The Rotary Foundation. This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.

Article 10   Duties of Committees

The duties of all committees shall be established and reviewed by the president for his or her year. In declaring the duties of each, the president shall reference appropriate RI materials, the Avenues of Service and the Areas of Focus 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 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 as noted above.

Article 11 Membership Requirements and Categories including Leave of Absence

The only mandatory qualifications for membership are that Rotarians must be adults who have demonstrated good character, integrity and leadership, have a good reputation in their business, profession and community, and are willing to serve in their community and around the world

Section 1 - Active Membership. Active membership is by invitation from a current Rotarian, to professionals or businesspersons working in diverse areas of endeavor. Minimum standards of attendance are expected. A meeting may be attended in person or online using video/audio links and attendance credits may be earned in multiple ways including attending service events, completing readings, attending board meetings, volunteering/participating in leadership with an approved community organization  (examples would include 501 C 3s board service, youth sports coaching, scouting, and free clinics.

Section 2 - Honorary Membership.Honorary membership is conferred by election of a Rotary Club to people who have distinguished themselves by meritorious service in the furtherance of Rotary ideals. Honorary membership is granted only in exceptional cases. Honorary members are exempt from the payment of admission fees and dues. They have no voting privileges and are not eligible to hold any office in the club. Honorary membership is time limited and terminates automatically at the end of each Rotary year. It may be extended for an additional period and/or may be revoked at any time.

Section 3 - Associate Membership.Associate Membership is a category designed for those who have not been a member of Rotary before but have an interest in the ideals of Rotary. It allows an individual to become associated and acquainted with a club, its members, its programs and projects, and the expectations of club membership with the intent of becoming an active member within six months of admission to the club.

Section 4 -Corporate Membership. The intent of the corporate membership category is to increase the club’s ability to attract and retain a qualified and diverse professional base within the community. Corporate Membership allows a corporation or company in the club’s area to become a member of the club and to appoint a primary member. Up to three additional members of staff may be appointed as designees to attend club meetings, serve on projects, vote on club matters and serve as club officers or on club committees

Section 5 - Leave of Absence. A member in good standing who has paid their dues, setting forth good and sufficient cause may request that the board grant a leave of absence from attending club meetings for no longer than twelve(12) months.

Section 6Dual Membership. Active members of a Rotaract Club can also be active members of a Rotary Club.

Article 12   Finances

Section 1 – Annual Budget. Prior to the beginning of each fiscal year, the board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the board.  The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.

Section 2 – Bank Deposits. The treasurer or executive treasurer shall deposit all club funds in a bank, named by the board.

Section 3 – All payments made by the treasurer or executive treasurer should be requested and/or authorized by at least one other board member of the club not being the treasurer or executive treasurer. Payments of $500 and above require board approval. 

Section 4  – Internal Audit. At least once every calendar quarter (March, June, September, December), the immediate past president should verify and confirm to the board that the deposited account funds are consistent with the reported balance sheet totals and that appropriate separation between operational and charitable funds is being maintained.

Section 5 – Financial Audit. A thorough review of all financial transactions by a qualified person shall be made once each year. If necessary, a tax professional/tax attorney will be hired to ensure our compliance with annual IRS filings at the end of our Fiscal Year.

Section 6 – Bonds. Officers having charge or control of club funds shall give bond as required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.

Section 7 – Fiscal Year. 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 8 - Financial Reporting. The treasurer or executive treasurer shall provide the board with monthly Profit and Loss Reports and Balance Sheets Rotary year to date split between operational(501 C 4) and (501 C 3) charitable funds. The Profit and Loss Reports should include comparisons with budgeted figures and appropriate notes covering variations. Balance sheet totals should be supported by confirmed reconciled actual bank balances.

Section 9 – Disclosure. Club members will receive digital copies of the club’s annual financial statements.

Article 13  Method of Electing Members

Section 1 – The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, through the club executive secretary. A transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure.

Section 2 –  Prior to the consideration by the board of a formal proposal, two members of the board will meet with the prospective member to discuss the purposes of Rotary and the privileges and financial and volunteer obligations of membership and identify any of the prospective member’s particular areas of service interest.

Section 3 –  The only mandatory qualifications for membership are that Rotarians must be adults who have demonstrated good character, integrity and leadership; have a good reputation in their business, profession and community; and are willing to serve in their community and around the world.

Section 4 – The board shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer, through the club secretary, of its decision.

Section 5 – If the decision of the board is favorable, the prospective member shall be informed , following which he or she shall be requested to complete and sign the standard RI membership proposal form Parts A and B and to permit his or her name and proposed classification to be published to the club.

Section 6 – If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of any admission fee and dues(if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.

If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of any admission fee and dues (if not honorary membership), shall be considered to be elected to membership.

Section 7 – Following election, the president shall arrange for the new member's induction, membership badge, and new member Rotary literature. In addition, the president or executive secretary will report the new member information to RI and the president will assign a member to assist with the new member's assimilation to the club as well as formally assign the new member to a club project or function.

    The clubs orientation program should be completed within the new member’s first 90 days and includes online registration and familiarity with both district and RI websites

Section 8 – The club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the board.

Article 14   Resolutions

The club shall not consider any resolution or motion to commit the club on any matter until the board has considered it.  Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.

Article 15   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 (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the standard Rotary club constitution, the constitution and bylaws of RI and the Rotary Code of Policies.

 

Rev. 2/13/17

 

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