Section 1: At the regular meeting on the third Wednesday
of October, the
presiding officer shall call for nominating committee to read to the
club the
list of nominees chosen by it. Immediately following the reading,
the
presiding officer shall call for nominations from the floor.
All nominations
shall be placed alphabetically on the ballot for the election of officers,
which shall be presented to the members at the regular meeting for
the
election of officers, which shall be the third Wednesday in December.
The
candidates receiving a majority of votes for each respective office
shall be
declared duly elected. Any individual elected to one of the six
directors'
positions shall be ineligible to serve again in such capacity at the
conclusion of the elected term until one full term has intervened.
The officers and directors to be elected shall be vice-president/president
elect, and two directors, the directors to be elected for three year
terms.
The two candidates for director receiving a majority of the votes shall
be
declared elected as directors. The vice president/president elect
elected in
such balloting shall serve as a member of the board as vice
president/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. Newly elected directors shall assume office the first
of July
following said balloting.
Section 2: The president, vice president/president elect,
immediate past
president, and the directors so elected, as well as the secretary and
treasurer shall constitute the board of directors. Within one
week after
election the board of directors-elect shall meet and may appoint a
member
sergeant-at-arms.
Section 3: A vacancy in the board of directors or any office
shall be filled
by action of the remaining members of the board.
Article II
Board of Directors
Section 1: The governing body of this club shall be the
board of directors
consisting of eleven members of this club, namely, six directors elected
in
accordance with Article I, Section 1 of these by-laws. Other
members
constituting the board of directors are the president, the
vice president/president elect, the immediate past president, the secretary
and the treasurer.
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 and to perform such duties as ordinarily
pertain to the office of president.
Section 2: Vice President/President Elect. It shall
be the duty of the vice
president/president elect 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 this 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, to record and preserve
the minutes
of such meetings, to make the reports of membership which shall be
made to the
general secretary of Rotary International on January 1st and July 1st
of each
year, the report of changes in membership, which shall be made to the
general
secretary of Rotary International, the monthly report of attendance
at the
club meetings which shall be made to the district governor immediately
following the last meeting of the month, to collect and remit to Rotary
International subscriptions to the Rotarian and to perform such other
duties
as usually pertain to the office of secretary.
Section 4: 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. Upon retirement from office, the treasurer shall turn
over to a
successor or to the president, all funds, books of accounts or any
club
property possessed by the treasurer at the time of retirement from
office.
Section 5: Sergeant-At-Arms. The duties of the sergeant-at-arms
shall be
such as are usually prescribed for the office and such other duties
as may be
prescribed by the president or the board.
Section 6: Executive Secretary. The club secretary may,
with the approval of
the board of directors, employ an executive secretary, who shall be
paid at an
annual rate to be established annually by the board of directors payable
the
last day of each month. The executive secretary shall assist
the officers of
the club by performing such functions within their areas of responsibility
as
directed, and any other duties that may be assigned.
Article IV
Meetings
Section 1: Annual Meeting. An annual meeting of this
club shall be held on
the third Wednesday in December, in each year, for the election of
vice
president/president elect, and two directors to serve the ensuing
year.
Section 2: The regular weekly meetings of this club shall
be held on
Wednesdays at 12:05 p.m. Due notice of any changes in, or canceling
of the
regular meeting, shall be given to all members of the club.
Section 3: One third of the membership shall constitute
a quorum at the
annual and regular meetings of this club.
Section 4:
*1 Regular meetings of the board of directors shall be held
the second
Wednesday of each month, time and place to be determined by the president.
*2 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.
Article V
Fees and Dues
Section 1: The admission fee shall be established annually
by the board of
directors and shall be paid before the applicant can quality as a member.
Section 2: The membership dues shall be established
annually by the board
of directors.
Article VI
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.
Article VII
Committees
Section 1: a. The president shall, subject to
the approval of the board,
appoint the following standing committees:
Club Service Committee
Vocational Service Committee
Community Service Committee
International Service Committee
b. The president shall, subject to the approval of the board,
also appoint
such other committees as he/she may deem necessary for particular phases
of
Club Service, Vocational Service, Community Service, and International
Service.
c. The club Service committee, Vocational Service Committee, and
Community
Service Committee and the International Service Committee shall each
be the
responsibility of at least one director in charge, and committees within
the
purview of such committees additionally appointed by the president
shall
consist of a chairperson or co-chairpersons and not less than two {2)
other
members named by the president from the membership.
d. The president shall, subject to the approval of the board,
appoint
committees that in their charge cover at the minimum the following
phases of
club service: Attendance, Club Membership Development, Program,
Public
Relations and Vocational Service, as well as committees charged with
Rotary
Information and Long Range Planning and shall appoint any other committees
that he may deem necessary for the internal administration of club
affairs.
e. Where feasible and practicable in the appointment of club committees,
there should be provision for continuity of membership.
f. The committees charged with Rotary Information and Rotary Foundation
shall
consist of a minimum of three members.
g. The committee charged with the magazine shall, wherever feasible,
include
the editor of the club publication and a local newspaper or advertising
member
of the club.
h. The president shall also appoint one member of the board who
shall be
responsible for all club service activities appointed on particular
phases of
club service.
i. The president shall be ex officio a member of all committees.
j. Each committee shall transact such business as is delegated
to it in the
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, such committees shall not take action until a report has been
made to
the board and approved by the board.
Article VIII
Duties of Committees
Note: As the president may see fit to rename committees containing
duties as
enumerated below, the required duties are listed for the committee
charged
with the responsibility, and the sub committee or committees encompasses
the
committee(s), regardless of name, charged with the duty as enumerated.
All
committees for the Board year serve at the pleasure of the president
and the
board of directors, and remain responsible to the president and the
board.
Section 1: Club Service. Devise and carry into
effect plans which will
guide and assist the members of the club in discharging their responsibilities
in matters relating to club service. The chairpersons of committees
charged
with club service shall be responsible for regular meetings of such
committees
and shall report to the board on all club service activities within
the
purview of such committees.
Section 2: Community Service. Devise and carry into effect
plans which will
guide and assist the members of this club in discharging their
responsibilities in their community relationships. The chairpersons
of
committees charged with community service shall be responsible for
community
service activities of the club and shall supervise and coordinate the
work of
their particular committees.
Section 3: International Service. Devise and carry into
effect plans which
will guide and assist members of this club in discharging their
responsibilities in matters relating to international service shall
be
responsible for the international service activities of the club and
shall
supervise and coordinate the work of their particular committees.
Section 4: Vocational Service. Devise and carry into effect
plans which will
guide and assist the members of this club in discharging their
responsibilities in their vocational relationships and in improving
the
general standards of practice in their respective vocations.
The
chairpersons of committees charged with vocational service shall be
responsible for the vocational service activities of the club and shall
supervise and coordinate the work of their particular committees.
Section 5: Committee Responsibilities.
a. Attendance. Devise means for encouraging attendance at
all Rotary
meetings -- including attendance at district conferences, intercity
meetings,
regional conferences, and international conventions by all club members.
Especially encourage attendance at regular meetings of this club and
attendance at regular meetings of other clubs when unable to attend
meetings
of this club; keep all members informed on attendance requirements;
promote
better incentives for good attendance; and seek to ascertain and remove
the
conditions that contribute to unsatisfactory attendance.
b. Club Bulletin. Endeavor, through the publishing
of a weekly club
bulletin, to stimulate interest and improve attendance, announce the
program
of the forthcoming meeting, relate highlights of the previous meeting,
promote
fellowship, contribute to the Rotary education of all members, and
report news
of the club, its members and of the worldwide Rotary program.
c. Fellowship Activities Committee. Promotes acquaintance
and friendship
among the members, participation by members in organized Rotary recreational
and social activities, and does such work in pursuance of the general
object
of the club as may be assigned by the president or the board.
d. Magazine. The committee charged with the magazine
shall consist of a
minimum of three members in accordance with Article VII, Section 1,
g.
Stimulates reader interest in The ROTARIAN; sponsors a magazine month;
arranges for brief monthly reviews of the magazine on regular club
programs;
encourages the use of the magazine in the induction of new members;
secures
international service and other special subscriptions for libraries,
hospitals, schools and other reading rooms; sends news items and photographs
to the editor of the magazine and in other ways makes the magazine
of service
to club members and non Rotarians.
e. Membership Development. Reviews continually the club
roster of filled and
unfilled classifications and takes positive action to initiate and
present to
the board the names of suitable persons to fill unfilled classifications.
f. Program. Prepares and arranges the program for the regular
and special
meetings of the club.
g. Public Relations. Devises and carries into effect, plans
(1) to give the
public general information about Rotary, its history,
object, and scope;
and (2) secures proper publicity for the club.
h. Rotary Information. Devises and carries into effect plans
(1) to give
prospective members information about the privileges and responsibilities
of
membership in a Rotary club, (2) to give the members, especially the
new
members, adequate understanding of the privileges and responsibilities
of
members, (3) to give the members information about Rotary, its history,
object, scope, activities, and (4) to give the members information
as to
developments in the administrative operation of Rotary International.
i. Long Range Planning. Designs, develops and implements
a strategic
Long Range plan for the club. Designs, develops and implements
a board
training program.
j. Ad Hoc. As appointed by the president and approved by
the board of
directors, ad hoc committees assume such duties as required by the
president
and board of directors.
Article IX
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.
Note: 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 authorized
under the provisions of the standard club constitution, adopted October
25,1995, is not computed in the attendance record of the club.
Article X
Finances
Section 1: The treasurer shall deposit all funds of the club in
some
financial institution or investment fund to be named by the board.
Section 2: All bills shall be paid only by checks signed by the
executive
secretary, secretary, treasurer, president, or vice president/president
elect.
Checks shall require the signature of any two of the above named
officers.
A thorough audit by a certified public accountant or other qualified
person(s)
shall be made each year of the financial transactions of the club,
said audit
to be formally reported to the board of directors.
Section 3: Officers or paid staff members having charge of control
of funds
shall give bond as may be required by the board for the safe custody
of the
club funds. Cost of the bond shall be borne by the club.
Section 4: The fiscal year of this club shall extend from July
1st to June
30th. The collection of members' dues shall be in periods as
established by
the board of directors.
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 expenditures
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.
There may be placed in the regular fiscal year budget an item for a
reserve
fund, not to exceed $500.00, such money to be used for contribution
requests,
providing such request have the approval of the board of directors.
Contributions shall be made to organizations only.
All contributions which have not been provided for in the budget as
either a
continuing item, or as a reserve item, shall require approval by the
board of
directors.
Article XI
Method of Electing Members (For All Kinds of Membership)
Section 1: The name of a prospective member, proposed by
an active, senior
active, or past service member of the club, shall be submitted to the
board in
writing through the club secretary. The proposal for the time
being shall be
kept confidential except as otherwise provided in this procedure.
Section 2: The board shall ensure that the proposal meets all
the
classification and membership requirements of the club constitution.
Section 3: 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 4: If the decision of the board is favorable, the prospective
member
shall be informed of the purposes of Rotary and of the privileges and
responsibilities of membership (including the kind of membership
proposed),
following which the prospective member shall be required to sign the
membership proposal form and to permit his or her name and proposed
classification (is active membership) to be published to the club.
Section 5: 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 the admission fee (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 the admission fee (of not honorary membership),
shall
be considered to be elected to membership.
Section 6: Following such election, the president shall arrange
for the new
member's induction and further orientation, and the club secretary
shall issue
a membership card to the member and shall report such action to Rotary
International.
Article XII
Resolutions
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.
Such
resolutions or motions if offered at a club meeting, shall be referred
to the
board without discussion.
Article XIII
Order of Business
Meeting called to order
Introduction of visiting Rotarians.
Correspondence and announcements.
Committee report, if any.
Any unfinished business.
Any new business.
Address or other program feature.
Adjournment.
Article XIV
Indemnification Clause
The Rotary Club of Alamogordo, Incorporated will indemnify and defend
each
director, officer and member of a Board Committee or Special Committee
of the
corporation, and their heirs, legal representatives and assigns, against
expense, costs and liabilities reasonably incurred in connection with
any
cause of action, suit or proceeding in which the indemnity is involved
or
made party to be reason of the indemnitee's office or position with
the Rotary
Club of Alamogordo, Incorporated. This right of indemnification
will not
extend to matters as to which the indemnitee is adjudged to have been
guilty of
actual negligence or misconduct in the performance of duty to the corporation.
This right of indemnitee shall be entitled as a matter of law and will
include
reimbursement of any amount and expenses paid or incurred in settling
any such
action, suit or proceedings when such settlement has been approved
by the
Board.
Article XV
Amendments
These by-laws may be amended at any regular meeting, a quorum being
present,
by a two-third vote of all members present, provided that notice of
such
proposed amendments shall have appeared in writing in the club bulletin
the
preceding week. No amendment or addition to these by-laws can
be made which
is not in harmony with the club constitution and with the constitution
and
by-laws of Rotary International
These by-laws were amended and accepted by a vote of the directors of
the
Alamogordo Rotary Club on October 18, l995 and by the Club membership
on
October 25,l995. Since then the document was made gender neutral
and minor
grammatical errors have been corrected. The document was reviewed
by the
directors on February 19, 2001 and considered to still be appropriate.
These by-laws were previously accepted by the membership on October
25,
1995. They have since been made gender neutral and minor grammatical
corrections were made. They were reviewed by the Alamogordo Rotary
Club
directors and approved on March 19, 2001 without club membership review
as it
was considered that no significant changes had been made.
Signed 3/19/2001
-------------------------------------
Jimmie D. Randall, President
Signed 3/19/2001
-------------------------------------
Ed Cole, Executive Secretary