BYLAWS OF THE ROTARY CLUB OF CHAPEL HILL
(Amended July 17, 2012)
(Amended April 2017)
Article 1 Definitions
- Board: The Board of Directors of this club
- Director: A member of this club’s Board
- Member: A member, other than an honorary member, of this Club
- RI: Rotary International
- Rotary Year: The twelve-month period that begins on 1 July
- SRCC: The Standard Rotary Club Constitution prescribed by RI, which is the Constitution of this club.
Article 2 Board
The governing body of this club shall be the Board, consisting of the President, President-Elect, Secretary, Treasurer, immediate past president, plus 4 additional Directors, elected in accordance with article 3, section 1, of these by-laws.
Article 3 Election of Directors and Officers
Section 1 –Procedures for nomination and election. Each Rotary Year officers and directors are elected by the Members. The President-Elect shall be elected at an Annual Meeting held not later than December 31, in order to comply with section 2 of Article V and section 5(b) of Article IX of the SRCC which requires that the club’s president be elected not less than 18 months prior to the day of taking office. Such election of a President-Elect shall constitute the election of the club’s President for the Rotary Year commencing the second July 1following such election. All officers and directors for the next Rotary Year other than the President and President-Elect shall be elected at the same time as the President-Elect or as soon thereafter as possible, but in no event later than the date of their induction into office. Officers and directors so elected shall be inducted into office at the regular meeting preceding July 1 in order to take office on July 1 for the Rotary Year commencing on that date. As soon as practicable after his or her election, the newly elected but not yet incumbent President-Elect shall commence the process of developing a slate of officers and directors for the Rotary Year. As soon as practicable after being installed in office as President-Elect, the incumbent President-Elect shall finalize such slate in collaboration with the then current President and the past president. Those three individuals shall constitute a Nominating Committee with the incumbent President-Elect acting as its Chair. The Nominating Committee’s slate of nominees shall include: President-Elect; Secretary; Treasurer; Assistant Treasurer; sergeant-at-arms; and nominees for each director to be elected by the Members. Nominees for President-Elect, Secretary and Treasurer shall, upon election to such offices, automatically be elected as Directors. At a regular meeting held at least one month prior to the meeting at which an election shall be held, the Nominating Committee shall present to the Members its nominees. At such meeting, any Member may nominate from the floor additional nominees. The slate of the Nominating Committee plus any persons nominated from the floor shall constitute all the nominees to be submitted to a vote of the Members. Nominees who receive a majority of the votes cast by Members present and voting, a quorum being present, shall be declared elected. These duly elected officers and directors, along with the President-Elect who shall become President and the then current President who shall automatically become a director in his or her capacity as immediate past president, shall be inducted into office at the regular meeting preceding the next July 1 succeeding their election. Officers and directors so inducted shall take office on said July 1 and hold office until their successors shall have been elected and qualified.
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. Should the current President vacate the office during his or her period of service, this position shall be filled by the elected but not yet incumbent President-Elect, If this is not possible, such a vacancy shall be filled by action of the incumbent board.
Article 4 Duties of Officers
Section 1-President. The president shall be the chief executive officer of the club, and it shall be the duty to the president to form the agenda for each Board meeting; preside at meetings of the club and the board; establish a strategic plan at the beginning of his/her term with the agreement of the board to guide the club’s activities throughout the year; and perform all duties and have all powers ordinarily incident to the office of president.
Section 2- President-Elect. The president-elect shall be the successor to the president, and it shall be the duty of the president-elect to serve as a director; temporarily assume the duties of the president in the president’s absence; take responsibility for the weekly Club invocation; prepare as necessary and appropriate for an orderly succession to the presidency; and perform such other duties as may be prescribed by the president or the board.
Section 3- Secretary. It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of club assemblies and annual meetings and board meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on January 1 and July 1 of each year, prorated reports on October 1 and April 1 of each active Member who has been elected to membership in the club since the start of the July or January semiannual reporting period, and changes in membership; provide the monthly attendance report which shall be made to the district governor within 15 days of the last meeting of the month; check bills from the host facility for accuracy against membership records in collaboration with the Treasurer; prepare membership packets for new members; ensure new members are recorded on the District website; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary.
Section 5- Treasurer. It shall be the duty of the treasurer to have custody of all funds of the club, including its bank account and its accounts with the Triangle Community Foundation, and supervise the receipt and disbursement of all moneys of the club. The treasurer shall account to the board at least once each fiscal quarter, or more frequently if requested by the president, with respect to such funds. The treasurer shall also: report to the Members at least annually on such funds; prepare or cause to be prepared the club’s annual tax return; provide to each Member in the first calendar quarter of each year a writing stating the amount such Member may deduct on the prior year’s tax return in respect of the club’s contributions to the Triangle Community Foundation; ensure the accuracy of all host facility bills; and perform such other duties as may pertain to the office of Treasurer as set forth in Article 11 of these by-laws or otherwise..
Section 6- Assistant Treasurer. It shall be the duty of the assistant treasurer to become familiar with the duties of the treasurer, temporarily perform the duties of the treasurer in the treasurer’s absence, collect and deposit all Member dues, and to perform such other duties pertaining to the office of treasurer as may be prescribed by the president or the board.
Section 7- Sergeant-at-Arms. It shall be the duty of the sergeant-at-arms to act as a “greeter” of all guests at meetings of the club, providing name tags, collecting meal fees and providing make up authorizations to guest Rotarians. The sergeant-at-arms is responsible for maintaining proper decorum at meetings and such other duties as may be prescribed by the president or the board.
Section 8 – Past President. It shall be the duty of the past president to orient the new president and board to their duties; advise on changes required to ensure the smooth and effective running of the Club; and lead the annual Club fundraiser.
Article 5 Meetings
Section 1- Annual Meeting. An annual meeting of this club shall be held not later than December 31 in each year.
Section 2- Regular Meetings. The regular weekly meetings of this club shall be held on Tuesday commencing at 6:15 P.M., unless notice to the contrary is supplied to the Members, except that the club shall not meet during the week before or the week after Christmas and during or following certain other holidays or major events, such as Fourth of July. Due notice of any change in or canceling of a regular meeting shall be given to all Members of the club and to the host facility by the Secretary.
Section 3- Attendance. All Members other than Members excused pursuant to article 8, sections 3 and 4 of the club’s constitution (which shall be the standard Rotary club constitution), must be counted as present or absent at all meetings of the club, and attendance must be evidenced by the Member’s being present for at least 60 percent of the time devoted to the meeting, either at this club or at any other Rotary club, or as otherwise provided in article 8, sections 1 and 2 of the club’s constitution. A Member on leave of absence not attending a meeting of the club or another club, while not in violation of Members’ attendance requirements, shall be recorded as absent from the meeting. The Board may use its discretion in enforcing this rule of attendance.
Section 4- Quorum at meetings of the club. One-third of the membership shall constitute a quorum at the annual and at regular meetings of this club.
Section 5- Meetings of the Board. Regular meetings of the Board shall be held at least monthly commencing immediately following the regular meeting of the club or as the Board may determine commencing at such other time. Special meetings of the board shall be called by the president, whenever deemed necessary by the president or upon the request of two other directors, with due notice to be given to each director.
Section 6- Board action without a meeting or by telephone or through the internet. The Board may act without a meeting if, prior to or subsequent to such action, each Director shall consent in writing to such action, including a writing transmitted by electronic means, such written consents to be filed with the minutes of the proceedings of the club. Directors may also participate in a meeting of the Board by means of a telephone conference call by which all persons participating are able to hear one another or through an internet enabled meeting where all persons participating are able to send and receive all communications among all participants.
Section 7. Quorum at Meetings of the Board. A majority of the directors shall constitute a quorum at any meeting of the board.
Section 8. Club Assemblies. In order to ensure that all members are updated on major board actions and important activities at District/Rotary International level, a club assembly shall be held at least twice yearly at the discretion of the president and board.
Article 6 Fees and Dues
Section 1- Induction Fee. The induction fee shall be $50.00 to be paid before the applicant can qualify as a Member.
Section 2. Membership Dues. The membership dues shall be $245 per quarter, payable at least quarterly, except that for Members whose attendance is excused pursuant to Article 8, section 2(b) of the club’s constitution dues shall be $65 per quarter plus $25 per meeting attended during the month, with the understanding that RI fees, District fees, and a mandatory subscription to the RI official magazine shall be paid out of the monthly dues of each Member. Members granted Leave of Absence pursuant to Article 10 of these by laws shall be charged an amount equal to $65 per quarter in addition to $25 to cover cost of meal per meeting attended during the LOA. Fees can be waived at the discretion of the Board of Directors. The status of LOA members and members whose dues are in arrears of more than two months will be reviewed quarterly by the board to decide on additional actions needed, including whether they should be retained as members of the Club.
Article 7 Method of Voting
The business of this club may be transacted by vocal assent vote except the election of officers and directors which shall be by hand count or ballot.
Article 8 Four Avenues of Service
The Four Avenues of Service are the philosophical and practical framework for the work of this club in pursuing the Rotary goal of service above self. The club will be active in each of the four Avenues of Service under the direction of the Service Director who shall be a member of the club’s board of directors as provided in Article 3, section 1 of these by-laws.
Article 9 Committees
Section 1- Club Committees and other Appointments. Club committees are charged with carrying out the annual and long-range goals of the club. The president, president-elect and the immediate past president are charged with working together to ensure continuity of leadership and succession planning. The president-elect is responsible for appointing committee members to fill vacancies and conducting planning meetings prior to the start of the year in office in cooperation with the officers-elect, board-elect and committee-elect members. Standing committees (which may consist of one or more individuals, depending on the level of responsibility and the tasks to be accomplished) should be appointed as follows:
- Membership
This committee should develop and implement a comprehensive plan for the recruitment, retention and maximizing atttendance of members.
- Club Service
This committee should develop and implement plans to identify and support one or more club service projects, local and/or international.
- The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
- Fundraising
This committee should plan for and implement one or more fundraising events to support the club’s service project(s).
- Publicity
This committee will update the club website and ensure that significant club activities are appropriately publicized.
Additional ad hoc committees may be appointed as needed. Also, the president and president-elect shall assure that through committee appointments or the appointment of individuals having the responsibility, the following activities will be undertaken: invocation scheduling; RYLA; classification; UNC-CH scholarship awards; drug and alcohol abuse essay contest; ambassadorial scholars; UNC-CH Rotaract liaison; social events with other clubs.
Section 2- Committee Organization and Procedures. The president shall be ex officio a member of all committees and shall designate committee chair persons. Each committee shall transact the business delegated to it in these by-laws 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, committees shall not take action without having first informed the president or the board.
Section 3- Avenues of Service and the Committees. The Directors of each committee shall establish clearly defined goals and action plans 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 goals and action plan recommendations in respect of Avenues of Service and committee activities for presentation to the board at the beginning of his/her year in office as president.
Article 10 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 meetings of the club for a specified length of time. LOAs will be reviewed by the Board at least bi-annually.
Article 11 Finances
Section 1-Deposit of Funds. All funds of the club shall be deposited by or under the direction of the Treasurer in a bank account in the name of the club. A separate line item in the budget will be established for service projects. This service project line item will be protected for exclusive use to support service projects, and its use must be approved by the Board. The President can authorize the expenditure of up to $500 per annum from the fund for service-related purposes without prior Board approval. Deposits into the Fund may come from member voluntary contributions and club fundraisers. Deposits from member dues revenues can also be made with the approval of the Board. Contributions to the service fund will not be tax deductible.
Section 2-Payment of bills. All financial obligations of the club shall be paid by checks written on the club’s bank account and signed by the Treasurer or other officer of the club so authorized. The Treasurer shall maintain a record of deposits and withdrawals from the club’s bank account, including copies of invoices paid and sources of deposits made. A through audit of the club’s receipts and expenditures shall be made annually by a qualified person who need not be a certified public accountant.
Section 3 – Fiscal Year. The fiscal year of the club shall be from July 1 to June 30. The payment of per capita dues and magazine subscriptions to RI shall be made on July 1 and January 1 of each fiscal year on the basis of the membership of the club on those dates.
Section 4 – Budget. As soon as practicable after the beginning of the fiscal year the Board shall cause to be prepared a budget of estimated income and expenditure for the fiscal 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.
Section 5-Quarterly billing and contributions to the Triangle Community Foundation Non-endowed Advised Fund and Club service projects fund. The Treasurer shall render to each Member on a quarterly basis an invoice covering dues payable quarterly in advance, unpaid fees for guests, special assessments, etc., and credits for make-ups. The invoice shall also contain a voluntary option for members who choose to make a contribution to either the Triangle Community Foundation or to Club service projects. Each calendar year the Treasurer shall, on behalf of Members, deposit in the club’s Non-endowed Advised Fund at the Triangle Community Foundation the amount from Members collected voluntarily for this purpose. At the discretion of the Board of Directors, any shortfall in the amount collected may be made up from dues revenue. As soon as practicable following the end of each calendar year, the Treasurer shall deliver to each Member a statement showing the amount of the Member’s charitable contributions made during such calendar year to the Triangle Community Foundation.) Contributions to Club service projects are not tax deductible.
Article 12 Method of Electing Members
Section 1- Proposing a New Member. Prospective new members may be proposed by any Member. The proposal shall be submitted to the board in writing or by email through the club secretary. A transferring or former member of another club may also be proposed by the former club. Consideration should be given to maintaining the confidentiality of the proposal until after the board has acted as provided in Section 2 of this Article. Proposed new members should be invited to attend one or more club meetings so that they understand the workings of the club and members become acquainted with them.
Section 2- Board action. The board shall ensure that the proposal meets all the classification and membership requirements of the club’s constitution, which is the standard Rotary constitution. The board shall approve or disapprove the proposal within 30 days of its submission, and the president shall notify the proposer, through the club secretary, of its decision.
Section 3- Soliciting the Interest of the Proposed New Member. If the decision of the board is favorable, the prospective new member shall be informed of the purposes of Rotary and the privileges and responsibilities of membership, and his or her interest in becoming a member shall be solicited. The prospective new member shall be requested The prospective new member shall be requested to sign the membership proposal form, informed of the amount of dues and other relevant expectations of members, and asked.to permit his or her name and proposed classification to be published to the club.
Section 4- Member Objection Procedure. The name of, and pertinent information about, the proposed new member shall be published to the club by email or at the next club meeting. If no written objection to the proposal, stating reasons, is received by the board from any member within seven days following such publication, then the proposed new member is approved for membership. If a proper objection is filed with the board, it shall consider the objection and vote on admission of the proposed new member at its next meeting. If the board votes to approve the proposed new member for membership notwithstanding the objection, the proposed new member is approved for membership.
Section 5-Induction into Membership. Following approval for membership, the President shall arrange for and conduct before the club an induction ceremony, welcoming the new member into membership. The secretary shall report the new member information to RI, prepare a new member pack for the new member, and ensure that the new member’s badge is ordered and he/she is given access to relevant club and district websites. The membership director shall undertake to assure proper assimilation of the new member into the activities of the club. A classification talk by new members shall be scheduled following member induction.
Section 6- Honorary Members. The club may elect or remove honorary members proposed by the board in accordance with provisions contained in the club’s constitution.
Article 13 Resolutions
The club shall not consider any resolution or motion to commit the club on any matter until the board has considered it and reported its recommendation to the club.
Article 14 Amendments
These by-laws may be amended by a two-thirds vote of members present at a meeting of members, or by a two-thirds vote of directors then in office at a meeting of the board, provided that notice of such proposed amendment shall have been mailed by regular mail or email to each member or each director, as the case may be, at least 10 days before the meeting at which the proposed amendment shall be voted upon. Changes to the bylaws must be communicated to all members of the club within 15 days of the change. All provisions of the club’s by-laws shall be in harmony with the constitution and by-laws of RI.
Approved by Board of Directors, 11 April 2017