BYLAWS
OF ROTARY CLUB OF ALAMO HEIGHTS, TEXAS
(Merging
amendments 8 June 61-12 March 71-13 May 80-12 July 94-28
March 95-8 August 95-9 July 96- 26 November 02-14 September
04, and 19 September 06)
Article
I Election of Directors and Officers
Section
1 - At a time at least sixty days prior to the Annual Meeting,
the President shall name a chairman of the Nomination Committee,
along with four other club members to serve on the committee.
After the committee is named, the committee shall prepare,
from a list of eligible members, a slate of twelve candidates
for election to the Board of Directors. Nominees may include
otherwise eligible members of the nominating committee. At
least two weeks prior to the Annual Meeting, the twelve nominees
shall be presented to the membership at a regular meeting.
Prior to that meeting, the names of the nominees shall be
published in the official weekly publication of the Club.
At such regular meeting, one or more ballots shall be cast,
if necessary, and the eight nominees receiving the highest
number of votes shall be declared elected. (04)
Section
2 - The newly elected Board of Directors shall act as a
nominating committee and shall nominate one eligible member
for each of the offices of President-Elect, Vice President,
and Treasurer/Secretary. Nominations for the offices of
President-Elect and Treasurer/Secretary may be from the
newly elected Board of Directors or from the club membership.
Nominations for the office of Vice President shall be only
from the newly elected Board of Directors. Nominations
of the Board shall be announced at the Annual Meeting,
and at this meeting nominations for all offices shall be
open from the floor. Nominations from the floor may be
members of the newly elected Board of Directors or from
the membership at large. Nominees for all offices shall
meet the requirements specified in Sections 7 and 8 of
this Article (80-95-02)
Separate
ballots shall be cast by the membership for each office.
The nominee receiving a majority
vote shall be elected. If a majority vote is not obtained,
the two nominees with the
greatest number of votes shall participate in a runoff ballot.
(80)]
Section
3 - No director shall succeed himself in office after serving
two consecutive terms in office by election by the membership
of the club, other than the newly elected President-Elect.
Section
4 - Only those who have been members of the Alamo Heights
Rotary Club for twelve months prior to nomination shall be
eligible for election to the Board of Directors.
(80)
Section
5 - No President shall succeed himself in office after serving
one term upon due election by the membership. (80)
Section
6 - The Board of Directors shall consist of the eight elected
members, the newly elected President Elect, should he/she
be elected from the membership outside of the newly elected
Board, the President, and the immediate Past President. (80-95-02)
Section
7 - Nominations for the office of President-Elect shall be
restricted to members meeting the following qualifications:
(Numbered 1 & 2, below)
1.The
member shall have completed two full years membership in
the Alamo Heights Rotary Club at the time the member takes
office as President. (80)
2.The
member must have served at least one year on the Board of
Directors at the time of nomination, or be a member of the
Board of Directors at the time of nomination. (80)
3.All
nominees for the office of President-Elect shall be in attendance
at the Annual Meeting at which election for the office of
President occurs and shall, before balloting, state intention,
if elected, to attend the District Conference and District
Assembly. (80)
- Section
8 - Nominees for the office of Vice President shall have
been duly and legally elected members of the Board of Directors
for the forthcoming Rotary year. (71)
Section
9 – (Deleted-02)
Section
10 - The Sergeant-at-Arms, not a member of the Board unless
an elected Director, shall be appointed by the Board of Directors-Elect.
(94-95-06)
Section
11 - A vacancy in the Board of Directors or any office shall
be filled by action of the remaining members of the Board.
(95)
Section
12 - A vacancy in the position of any officer-elect or director-elect
shall be filled by action of the remaining members of the
Board of Directors-Elect. (95)
Article
II Board of Directors
The
governing body of this club shall be the Board of Directors,
elected in accordance with Article I of these bylaws. (02)
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 other duties
as ordinarily pertain to the office of President.
Section
2 - President-ElectIt
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 – Vice President. It
shall be the duty of the Vice President to preside at meetings
of the club and Board in the absence of the President and
to perform such other duties as ordinarily pertain to the
office of Vice President.
Section
4 - Executive Secretary. The
Executive Secretary is a paid position filled by an individual
hired by the Board of Directors. The individual filling
the position of Executive Secretary may be but need not
be a member of the Alamo Heights Rotary Club. It
shall be the duty of the Executive 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 January 1st and
July 1st 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 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 the 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 perform such other duties as usually pertain to the
office of Secretary. The Executive Secretary will be present
at, but will have no vote at, board meetings. The Board
of Directors will maintain an up to date copy of a list
of duties and responsibilities of the Executive Secretary.
In the event the Executive Secretary is unable to temporarily
perform the appropriate duties, the President, with Board
approval, will appoint one or more club members to accomplish
the necessary duties. If the position is vacated,
the Board will be responsible for hiring a replacement.
(02)
Section
5 – Treasurer/Secretary. 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 accounts or any other club property. To meet requirements
of the standard RI Constitution, the individual designated
as Treasurer, an active member of the club, will also be
designated as the Secretary; however, all functions of
the Secretary will be performed by the club’s Executive
Secretary (see Section 4, above) (02)
Section
6 - 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.
Article
IV Meetings
Section
1 - The Annual Meeting of this club shall be held during
the month of November or December in each year as determined
by the Board of Directors, at which time the election of
officers to serve for the ensuing year shall take place.
(02)
Section
2 - The regular weekly meetings of this club shall be held
on Tuesday at noon. 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 by the Board of Directors of this club, pursuant
to Article VII, Section 2 of the standard Rotary club constitution)
in good standing in this club, on the day of its 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.
(02)
Section
3 - One-fourth of the active membership shall constitute
a quorum at the annual and regular meetings of this club.
(02)
Section
4 - Regular scheduled meetings of the Board of Directors
shall be held at least once
a month at a time and place at the discretion of the Board
of Directors. Special meetings may be called by the President
or by any two Board members, 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 $75.00 to be paid before the
applicant can qualify as a member.
Section
2 - The membership dues shall be $240.00 per annum, payable
semiannually on the first day of July and of January, with
the understanding that this includes the cost of each member’s
subscription to THE ROTARIAN magazine. (94-04)
Section
3 - New members shall pay for the remaining months of the
six-month period at the rate of $20.00 per month. (94-04)
Article
VI Method of Voting
The
business of this club shall be transacted by viva
voce except the election of officers and directors,
which shall be by ballot. Voting
will take place at meetings only when there is a quorum
present. No proxy votes are authorized. All matters
requiring a vote will be decided by a simple majority vote,
unless specified otherwise in these by-laws. In the
event of a tie vote, the item in question is considered
rejected. (02)
Article
VII Committees (06)
Section
1 – Four Avenues of Service. The four Avenues of Service
are the philosophical and practical framework for the work
of this Rotary Club. They are Club Service, Vocational
Service, Community Service, and International Service. This
club will be active in each of the four Avenues of Service.
Section
2 – Club committees are charged with carrying out the
annual and long range goals of the club based on the four
Avenues of Service. 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 chairs and members
to fill vacancies and conducting planning meetings prior
to the start of his/her year as president. The following
standing committees are established:
-
Membership. This committee develops and implements
a comprehensive plan for recruiting and retention of members
and conducts activities to support those efforts.
-
Public Relations. This committee develops and implements
a plan to provide the public with information about Rotary
and to promote the club’s service projects and activities.
-
Club Administration. This committee conducts activities associated
with the effective operation of the club.
-
Service Projects. This committee develops and implements
educational, humanitarian, and vocational projects that address
the needs of our community and communities in other countries.
-
Rotary Foundation. This committee develops and implements
plans to support the Rotary Foundation through financial
contributions and program participation.
Section
3 - Ad hoc committees may be appointed as needed to conduct
club activities. These committees will normally be placed
under the supervision of one of the chairs of the standing
committees described in Section 2, above. The president-elect
will identify no later than May 1 before assuming office
as president the ad hoc committees to be in effect during
his/her year and the standing committee that will supervise
each ad hoc committee’s activities. The president-elect
may establish ad hoc committees that will report directly
to the president or board. With the assistance of the Club
Administration Chair, the list of committees will be distributed
to the membership to afford them the opportunity to express
their interests in serving on specific committees.
Section
4 - The president shall be an ex officio member of all committees
and, as such, shall have the privileges of membership thereon.
Section
5 - Each committee shall transact its business as 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.
Section
6 – Each chair shall be responsible for regular meetings
and/or activities of the committee, shall supervise and coordinate
the work of the committee, and shall report to the board
on all committee activities. The chairs of the five committees
described in Section 2, above are not voting members on the
board of directors unless they have been elected or appointed
to the board as described in Article I.
Article
VIII Duties of Committees (06)
Section
1 - The duties of all committees shall be established and
reviewed by the president for his/her year. In declaring
those duties, the president shall make reference to appropriate
RI materials. The Service Projects committee will consider
vocational service, community service, and international
service when developing plans for the year. The president-elect
will prepare a written Committee Organization, Duties, and
Responsibilities document that contains an organizational
chart for all committees and a summary description of the
duties, responsibilities and goals for each committee.
Section
2 – Each committee shall have a specific mandate, clearly
defined goals, requested budget, 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 recommendations for club committees, mandates,
goals, and plans for presentation to the board in advance
of the commencement of his/her year in office. This
will normally be accomplished during a joint board meeting
of the current and incoming boards conducted in June of each
year.
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 forfeiture
of membership; it does not operate to give the club credit
for a members attendance. Unless he attends a regular meeting
of some other club, the excused member must be recorded as
absent except that absence authorized under the provision
of Art. VII. Sec. 2(b) of the Standard Rotary Club Constitution
is not computed in the attendance record of the club.) (02)
Article
X Finances
Section
1—The treasurer shall deposit all funds of the club
in some bank to be named by the board.
Section
2— All bills shall be paid only by checks signed by
the treasurer or other individual(s) authorized by the Board
of Directors based on vouchers signed by authorized club
members (normally the committee chairpersons of the major
standing committees in Article VII (06)) for those areas
of expenditure they have been given responsibility and for
budget items previously approved by the Board. The Executive
Secretary may sign vouchers for miscellaneous expenses not
within the area of responsibility of other club members. The
Board of Directors will periodically review and change, if
appropriate, the dollar amount of checks that may be written
with only one signature. 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.
(02)
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
July 1st to
June 30th,
and for the collection of members’ dues shall be
divided into two (2) semiannual periods extending from
July 1st to
December 31st,
and from January 1st to
June 30th.
The payment of per capita dues and magazine subscriptions
to Rotary International shall be made on July 1st and
January 1st of
each year on the basis of the membership of the club on
those dates.
(Note:
Magazine subscriptions for members joining during a semiannual
period are payable upon invoice from the Secretariat)
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.
Article
XI 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 Executive Secretary. A transferring or former
member of another club may be proposed to active membership
by the former club. 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 the classification
(does not apply to Honorary members) and membership requirements
of the club constitution. Additionally, the election
of honorary membership will be used solely as a distinction
for meritorious service in furtherance of Rotary ideals and
will be conferred only in exceptional circumstances. The
Board will specify the term the honorary membership is valid
(date or event). Only individuals meeting the following criteria
may be considered for honorary membership in this club:
(a)
Outstanding individuals who for professional, business, or
other circumstance cannot accept active membership in this
club.
(b)
Outstanding Alamo Heights Rotarians who for health/financial
circumstance cannot continue active membership.
Section
3. The board shall approve or disapprove the proposal and
shall notify the proposer, through the Executive 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, following
which the prospective member shall be requested to sign the
membership proposal form and to permit his or her name and
proposed classification (only for active members) to be published
to the club.
Section
5. If no written objection to the proposal, stating reasons,
is received by the board from any active member of the club
within seven days following publication of information about
the prospective member, that person, upon payment of the
admission fee (if active membership), as prescribed by 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 (if active membership), shall be considered to be elected
to membership.
Section
6. Following the election, the President shall arrange for
the induction of the new member; the Executive Secretary
shall report the new member to RI, provide appropriate literature
for presentation at the induction, and assign a member (preferably
the new member’s proposer) to assist in the assimilation
of the new member. (02)
Article
XII Resolutions
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
reports if any.
Any
unfinished business.
Any
new business.
Address
or other program features.
Adjournment.
Article
XIV Amendments
These
by-laws 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 with the Constitution
and By-laws of Rotary International.
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