Constitution of the Rotary
Club of Alamo Heights
(November 26, 2002)
The bylaws of Rotary International provide that each club
admitted to membership in RI shall adopt this prescribed standard
club constitution.
Article 1 Definitions
As used in this constitution, unless the context otherwise
clearly requires, the words in this article shall have the
following meanings:
1. Board: The Board of Directors of this club.
2. Bylaws:
The bylaws of this club.
3. Director: A member of this club’s
Board of Directors.
4. Member: A member, other than an honorary
member, of this club.
5. RI: Rotary International.
6. Year: The twelve-month period
which begins on 1 July.
Article 2 Name
The name of this organization shall be the Alamo Heights Rotary
Club (Member of Rotary International).
Article 3 Locality of the Club
The locality of this club is as follows (Approved by RI in
1987):
That portion of Bexar County beginning at the intersection
of San Pedro Avenue (US Hwy 281N) and Bitters Road; thence
south along San Pedro to NW Loop 410; thence east along NW
Loop 410 and NE Loop 410 to McCullough Avenue; thence south
along McCullough Avenue to East Hildebrand Avenue; then east
along East Hildebrand Avenue to North New Braunfels Avenue;
thence north along North New Braunfels Avenue to Burr Road;
thence east along Burr Road to Harry Wurzbach Highway; thence
northerly along Harry Wurzbach Highway to Rittiman Road; thence
east along Rittiman Road to IH 35; thence northeasterly along
IH 35 to Walzem Road; thence northwesterly along Walzem Road
to Austin Highway; thence southwesterly along Austin Highway
to Perrin Beitel Road; thence north and northeasterly along
Perrin Beitel Road to Nacogdoches Road; thence Northeasterly
along Nacogdoches Road to O’Conner Road; thence northwesterly
along O’Connor Road to Stahl Road; thence southwesterly
along Stahl Road to Classen Road; thence northwesterly along
Classen Road to Bulverde Road; thence southwesterly along Bulverde
Road and Jones-Maltsberger Road to Thousand Oaks Drive; thence
west along Thousand Oaks Drive to Henderson pass; thence southwesterly
to Brook Hollow to Heimer Road; thence south along Heimer Road
to Bitters Road; thence northwesterly along Bitters Road to
San Pedro Avenue the place of beginning.
Article 4 Object
The Object of Rotary is to encourage and foster the ideal
of service as a basis of worthy enterprise and, in particular,
to encourage and foster:
First.The development of acquaintance as an opportunity
for service;
Second.High ethical standards in business and professions;
the recognition of the worthiness of all useful occupations;
and the dignifying of each Rotarian’s occupation as an
opportunity to serve society;
Third.The application of the ideal of service in each
Rotarian’s personal, business, and community life;
Fourth.The advancement of international understanding,
goodwill, and peace through a world fellowship of business
and professional persons united in the ideal of service.
Article 5 Meetings
Section 1 Regular Meetings.
(a) Day and Time. This club shall hold a regular meeting
once each week on the day and at the time provided in the bylaws.
(b) Change of Meeting. For good cause, the board may
change a regular meeting to any day during the period commencing
with the day following the preceding regular meeting and ending
with the day preceding the next regular meeting, or to a different
hour of the regular day, or to a different place.
(c) Cancellation. The board may cancel a regular meeting
if it falls on a legal holiday or in case of the death of a
club member, or of an epidemic or of a disaster affecting the
whole community, or of an armed conflict in the community which
endangers the lives of the club members. The board may cancel
not more than four regular meetings in a year for causes not
otherwise specified herein provided that this club does not
fail to meet for more than three consecutive meetings.
Section 2 Annual Meeting. An annual meeting
for the election of officers shall be held not later than 31
December as provided in the bylaws.
Article 6 Membership
Section 1 General Qualifications. This club
shall be composed of adult persons of good character and good
business and professional reputation.
Section 2 Kinds. This club shall have two kinds
of membership, namely: active and honorary.
Section 3 Active Membership. A person possessing
the qualifications set forth in article 5, section 2 of the
RI constitution may be elected to active membership in this
club.
Section 4 Transferring or Former Rotarian. A
member may propose to active membership a transferring member
or former member of a club, if the proposed member is
terminating or has terminated such membership in the former
club due to no longer being engaged in the formerly assigned
classification of business or profession within the locality
of the former club or the surrounding area. The transferring
or former member of a club being proposed to active membership
under this section may also be proposed by the former club.
The classification of a transferring or former member of a
club shall not preclude election to active membership even
if the election results in club membership temporarily exceeding
the classification limits.
Section 5 Dual Membership. No person shall simultaneously
hold active membership in this and another club. No person
shall simultaneously be a member and an honorary member
in this club. No person shall simultaneously hold active membership
in this club and membership in a Rotaract club.
Section 6 Honorary Membership.
(a) Eligibility for Honorary Membership. Persons
who have distinguished themselves by meritorious service in
the furtherance of Rotary ideals and those persons considered
friends of Rotary for their permanent support of Rotary’s
cause may be elected to honorary membership in this club. The
term of such membership shall be as determined by the board.
Persons may hold honorary membership in more than one club
(b) Rights and Privileges. Honorary members
shall be exempt from the payment of admission fees and dues,
shall have no vote, and shall not be eligible to hold any office
in this club. Such members shall not hold classifications,
but shall be entitled to attend all meetings and enjoy all
the other privileges of this club. No honorary member of this
club is entitled to any rights and privileges in any other
club, except for the right to visit other clubs without being
the guest of a Rotarian.
Section 7 Holders of Public Office. Persons
elected or appointed to public office for a specified time
shall not be eligible to active membership in this club under
the classification of such office. This restriction shall not
apply to persons holding positions or offices in schools,
colleges, or other institutions of learning or to persons who
are elected or appointed to the judiciary. Members who are
elected or appointed to public office for a specified period
may continue as such members in their existing classifications
during the period in which they hold such office.
Section 8 Rotary International Employment. This
club may retain in its membership any member employed
by RI.
Article 7 Classifications
Section 1 General Provisions.
(a) Principal Activity. Each member shall be classified
in accordance with the member’s business or profession.
The classification shall be that which describes the principal
and recognized activity of the firm, company, or institution
with which the member is connected or that which describes
the member’s principal and recognized business or professional
activity.
(b) Correction or Adjustment. If the circumstances
warrant, the board may correct or adjust the classification
of any member. Notice of a proposed correction or adjustment
shall be provided to the member and the member shall be allowed
a hearing thereon.
Section 2 Limitations. This club shall not elect
a person to active membership from a classification if the
club already has five or more members from that classification,
unless the club has more than 50 members, in which case, the
club may elect a person to active membership in a classification
so long as it will not result in the classification making
up more than 10 percent of the club’s active membership.
Members who are retired shall not be included in the total
number of members in a classification. The classification of
a transferring or former member of a club shall not preclude
election to active membership even if the election results
in club membership temporarily exceeding the above limitations.
If a member changes classification, the club may continue
the member’s membership under the new classification
notwithstanding these limitations.
Article 8 Attendance
Section 1 General Provisions. Each member should
attend this club’s regular meetings. A member shall be
counted as attending a regular meeting if the member is present
for at least 60 percent of the meeting, or is present and is
called away unexpectedly and subsequently produces evidence
to the satisfaction of the board that such action was reasonable,
or makes up for an absence in any of the following ways:
(a)14 Days Before or After the Meeting. If, within
fourteen (14) days before or after the regular time for that
meeting, the member
(1) attends at least 60 percent of the regular meeting of
another club or of a provisional club; or
(2) attends a regular meeting of a Rotaract or Interact club,
Rotary Community Corps, or Rotary Fellowship or of a provisional
Rotaract or Interact club, Rotary Community Corps, or Rotary
Fellowship; or
(3) attends a convention of RI, a council on legislation,
an international assembly, a Rotary institute for past and
present officers of RI, a Rotary institute for past, present,
and incoming officers of RI, or any other meeting convened
with the approval of the board of directors of RI or the president
of RI acting on behalf of the board of directors of RI, a Rotary
multizone conference, a meeting of a committee of RI, a Rotary
district conference, a Rotary district assembly, any district
meeting held by direction of the board of directors of RI,
any district committee meeting held by direction of the district
governor, or a regularly announced intercity meeting of Rotary
clubs; or
(4) is present at the usual time and place of a regular meeting
of another club for the purpose of attending such meeting,
but that club is not meeting at that time or place; or (5)
attends and participates in a club service project or a club-sponsored
community event or meeting authorized by the board; or
(6) attends a board meeting or, if authorized by the board,
a meeting of a service committee to which the member is assigned;
or
(7) participates through a club Web site in an interactive
activity requiring an average of 30 minutes of participation.
When a member is outside the member’s country of residence
for more than fourteen (14) days, the time restriction shall
not be imposed so that the member may attend meetings in another
country at any time during the travel period, and each such
attendance shall count as a valid make-up for any regular meeting
missed during the member’s time abroad.
(b)At the Time of the Meeting. If, at the time of the
meeting, the member is
(1) traveling with reasonable directness to or from one of
the meetings specified in sub-subsection (a) (3) of this section;
or
(2) serving as an officer or member of a committee of RI,
or a trustee of The Rotary Foundation; or
(3) serving as the special representative of the district
governor in the formation of a new club; or
(4) on Rotary business in the employ of RI; or
(5) directly and actively engaged in a district-sponsored
or RI- or Rotary Foundation-sponsored service project in a
remote area where making up attendance is impossible; or (6)
engaged in Rotary business duly authorized by the board which
precludes attendance at the meeting.
Section 2 Extended Absence on Outposted Assignment. If
a member will be working on an outposted assignment for an
extended period of time, attendance at the meetings of a designated
club at the site of the assignment will replace attendance
at the regular meetings of the member’s club, provided
there is a mutual agreement between the two clubs.
Section 3 Excused Absences. A member’s
absence shall be excused if
(a) the absence complies with the conditions and under circumstances
approved by the board. The board may excuse a member’s
absence for reasons which it considers to be good and sufficient.
(b) the aggregate of the member’s years of age and years
of membership in one or more clubs is 85 years or more and
the member has notified the club secretary in writing of the
member’s desire to be excused from attendance and the
board has approved.
Section 4 RI Officers’ Absences. A member’s
absence shall be excused if the member is a current officer
of RI.
Section 5 Attendance Records. Any member whose
absences are excused under the provisions of sections 3 or
4 of this article shall not be included in the membership figure
used to compute this club’s attendance nor shall such
absences or attendances be used for that purpose.
Article 9 Directors and Officers
Section 1 Governing Body. The governing body
of this club shall be the board constituted as the bylaws may
provide.
Section 2 Authority.The board shall have general
control over all officers and committees and, for good cause,
may declare any office vacant.
Section 3 Board Action Final. The decision of
the board in all club matters is final, subject only to an
appeal to the club. However, as to a decision to terminate
membership, a member, pursuant to article 11, section 6, may
appeal to the club, request mediation, or request arbitration.
If appealed, a decision of the board shall be reversed only
by a two-thirds vote of the members present, at a regular meeting
specified by the board, provided a quorum is present and notice
of the appeal has been given by the secretary to each member
at least five (5) days prior to the meeting. If an appeal is
taken, the action taken by the club shall be final.
Section 4 Officers. The club officers shall
be a president, a president-elect, and one or more vice-presidents,
all of whom shall be members of the board, and a secretary,
a treasurer, and a sergeant-at-arms, who may or may not be
members of the board as the bylaws shall provide.
Section 5 Election of Officers.
(a)Terms of Officers other than President. Each officer
shall be elected as provided in the bylaws. Except for the
president, each officer shall take office on 1 July immediately
following election and shall serve for the term of office or
until a successor has been duly elected and qualified.
(b) Term of President. The president shall be elected
as provided in the bylaws, not more than two (2) years but
not less than eighteen (18) months prior to the day of taking
office and shall serve as president-nominee upon election.
The nominee shall take the title of president-elect upon the
election of a successor. The president shall take office on
1 July and shall serve a period of one (1) year or until a
successor has been duly elected and qualified.
(c) Qualifications. Each officer and director shall
be a member in good standing of this club. The president-elect
shall attend the district presidents-elect training seminar
and the district assembly unless excused by the governor-elect.
If so excused, the president-elect shall send a designated
club representative who shall report back to the president-elect.
If the president-elect does not attend the presidents-elect
training seminar and the district assembly and has not been
excused by the governor-elect or, if so excused, does not send
a designated club representative to such meetings, the president-elect
shall not be able to serve as club president.
Article 10 Admission Fees and Dues
Every member shall pay an admission fee and annual dues as
prescribed in the bylaws, except that any transferring or former
member of another club who is accepted into membership of this
club pursuant to article 6, section 4 shall not be required
to pay a second admission fee.
Article 11 Duration of Membership
Section 1 Period. Membership shall continue
during the existence of this club unless terminated as hereinafter
provided.
Section 2 Automatic Termination.
(a) Membership Qualifications. Membership shall automatically
terminate when a member no longer meets the membership qualifications,
except that
(1) the board may grant a member moving from the locality
of this club or the surrounding area a special leave of absence
not to exceed one (1) year to enable the member to visit and
become known to a Rotary club in the new community if the member
continues to meet all conditions of club membership;
(2) the board may allow a member moving from the locality
of this club or the surrounding area to retain membership if
the member continues to meet all conditions of club membership.
(b) How to Rejoin. When the membership of a member
has terminated as provided in subsection (a) of this section,
such person, provided such person’s membership was in
good standing at the time of termination, may make new application
for membership, under the same or another classification. A
second admission fee shall not be required
(c) Termination of Honorary Membership. Honorary membership
shall automatically terminate at the end of the term for such
membership as determined by the board. However, the board may
extend an honorary membership for an additional period. The
board may revoke an honorary membership at any time.
Section 3 Termination — Non-payment of Dues. (a)Process. Any
member failing to pay dues within thirty (30) days after the
prescribed time shall be notified in writing by the secretary
at the member’s last known address. If the dues are not
paid on or before ten (10) days of the date of notification,
membership may terminate, subject to the discretion of the
board. (b) Reinstatement. The board may reinstate the
former member to membership upon the former member’s
petition and payment of all indebtedness to this club. However,
no former member may be reinstated to active membership if
the former member’s classification is in conflict with
article 7, section 2.
Section 4 Termination — Non-attendance. (a)Attendance
Percentages. A member must (1) attend or make up at least
60 percent of club regular meetings in each half of the year;
(2) attend at least 30 percent of this club’s regular
meetings in each half of the year.
If a member fails to attend as required, the member’s
membership shall be subject to termination unless the board
consents to such non-attendance for good cause.
(b)Consecutive Absences. Unless otherwise excused by
the board for good and sufficient reason or pursuant to article
8, sections 3 or 4, each member who fails to attend or make
up four consecutive regular meetings shall be informed by the
board that the member’s non-attendance may be considered
a request to terminate membership in this club. Thereafter,
the board, by a majority vote, may terminate the member’s
membership.
Section 5 Termination — Other Causes.
(a)Good Cause. The board may terminate the membership
of any member who ceases to have the qualifications for membership
in this club or for any good cause by a vote of not less than
two-thirds of the board members, at a meeting called for that
purpose.
(b)Notice. Prior to taking any action under subsection
(a) of this section, the member shall be given at least ten
(10) days’ written notice of such pending action and
an opportunity to submit a written answer to the board. The
member shall have the right to appear before the board to state
the member’s case. Notice shall be by personal delivery
or by registered letter to the member’s last known address.
(c)Filling Classification. When the board has terminated
the membership of a member as provided for in this section,
this club shall not elect a new member under the former member’s
classification until the time for hearing any appeal has expired
and the decision of this club or of the arbitrators has been
announced.
Section 6 Right to Appeal, Mediate, or Arbitrate
Termination.
(a) Notice. Within seven (7) days after the date of
the board’s decision to terminate membership, the secretary
shall give written notice of the decision to the member. Within
fourteen (14) days after the date of the notice, the member
may give written notice to the secretary of the intention to
appeal to the club, request mediation, or to arbitrate as provided
in article 15.
(b) Date for Hearing of Appeal. In the event of an
appeal, the board shall set a date for the hearing of the appeal
at a regular club meeting to be held within twenty-one (21)
days after receipt of the notice of appeal. At least five (5)
days’ written notice of the meeting and its special business
shall be given to every member. Only members shall be present
when the appeal is heard.
(c) Mediation or Arbitration. The procedure utilized
for mediation or arbitration shall be as provided in article
15.
(d) Appeal. If an appeal is taken, the action of the
club shall be final and binding on all parties and shall not
be subject to arbitration.
(e) Decision of Arbitrators or Umpire. If arbitration
is requested, the decision reached by the arbitrators or, if
they disagree, by the umpire shall be final and binding on
all parties and shall not be subject to appeal.
(f) Unsuccessful Mediation. If mediation is requested
but is unsuccessful, the member may appeal to the club or arbitrate
as provided in subsection (a) of this section.
Section 7 Board Action Final. Board action shall
be final if no appeal to this club is taken and no arbitration
is requested.
Section 8 Resignation. The resignation of any
member from this club shall be in writing, addressed to the
president or secretary. The resignation shall be accepted by
the board if the member has no indebtedness to this club.
Section 9 Forfeiture of Property Interest. Any
person whose club membership has been terminated in any manner
shall forfeit all interest in any funds or other property belonging
to this club.
Article 12 Community, National, and International Affairs
Section 1 Proper Subjects. The merits of any
public question involving the general welfare of the community,
the nation, and the world are of concern to the members of
this club and shall be proper subjects of fair and informed
study and discussion at a club meeting for the enlightenment
of its members in forming their individual opinions. However,
this club shall not express an opinion on any pending controversial
public measure.
Section 2 No Endorsements. This club shall not
endorse or recommend any candidate for public office and
shall not discuss at any club meeting the merits or demerits
of any such candidate.
Section 3 Non-Political.
(a) Resolutions and Opinions. This
club shall neither adopt nor circulate resolutions or opinions,
and shall not take action dealing with world affairs or international
policies of a political nature.
(b) Appeals. This club shall not direct
appeals to clubs, peoples, or governments, or circulate letters,
speeches, or proposed plans for the solution of specific international
problems of a political nature.
Section 4 Recognizing Rotary’s Beginning. The
week of the anniversary of Rotary’s founding (23 February)
shall be known as World Understanding and Peace Week. During
this week, this club will celebrate Rotary service, reflect
upon past achievements, and focus on programs of peace, understanding,
and goodwill in the community and throughout the world.
Article 13 Rotary Magazines
Section 1 Mandatory Subscription. Unless,
in accordance with the bylaws of RI, this club is excused by
the board of directors of RI from complying with the provisions
of this article, each member shall, for the duration of membership,
subscribe to the official magazine or to the magazine approved
and prescribed for this club by the board of directors of RI.
The subscription shall be paid in six (6) month periods for
the duration of membership in this club and to the end of any
six (6) month period during which membership may terminate.
Section 2 Subscription Collection. The subscription
shall be collected by this club from each member semiannually
in advance and remitted to the Secretariat of RI or to the
office of such regional publications as may be determined by
the board of directors of RI.
Article 14
Acceptance of Object and Compliance with Constitution and
Bylaws
By payment of an admission fee and dues, a member
accepts the principles of Rotary as expressed in its object
and submits to and agrees to comply with and be bound by the
constitution and bylaws of this club, and on these conditions
alone is entitled to the privileges of this club. Each member
shall be subject to the terms of the constitution and bylaws
regardless of whether such member has received copies of them.
Article 15 Arbitration and Mediation
Section 1 Disputes.Should any dispute,
other than as to a decision of the board, arise between any
current or former member(s) and this club, any club officer
or the board, on any account whatsoever which cannot be settled
under the procedure already provided for such purpose, the
dispute shall, upon a request to the secretary by any of the
disputants, either be resolved by mediation or settled by arbitration.
Section 2 Date for Mediation or Arbitration. In
the event of mediation or arbitration,
the board shall set a date for the mediation or arbitration,
in consultation with disputants, to be held within twenty-one
(21) days after receipt of the request for mediation or arbitration.
Section 3 Mediation. The procedure for such
mediation shall be that recognized by an appropriate authority
with national or state jurisdiction or be that recommended
by a competent professional body whose recognized expertise
covers alternative dispute resolution or be that recommended
by way of documented guidelines determined by the board
of Rotary International or the trustees of The Rotary Foundation.
Only a member of a Rotary club may be appointed as mediator(s).
The club may request the district governor or the governor’s
representative to appoint a mediator who is a member of a Rotary
club and who has appropriate mediation skills and experience.
(a) Mediation Outcomes. The outcomes or decisions agreed
between the parties as a result of mediation shall be recorded
and copies held by each party, the mediator(s), and one copy
given to the board and to be held by the secretary. A summary
statement of outcomes acceptable to the parties involved shall
be prepared for the information of the club. Either party through
the president or secretary may call for further mediation if
either party has retracted significantly from the mediated
position.
(b) Unsuccessful Mediation. If mediation is requested
but is unsuccessful, any disputant may request arbitration
as provided in section 1 of this article.
Section 4 Arbitration. In the event of a request
for arbitration, each party shall appoint an arbitrator and
the arbitrators shall appoint an umpire. Only a member of a
Rotary club may be appointed as umpire or as arbitrator.
Section 5 Decision of Arbitrators or Umpire. If
arbitration is requested, the decision reached by the
arbitrators or, if they disagree, by the umpire shall be final
and binding on all parties and shall not be subject to appeal.
Article 16 Bylaws
This club shall adopt bylaws not inconsistent with the constitution
and bylaws of RI, with the rules of procedure for an administrative
territorial unit where established by RI, and with this constitution,
embodying additional provisions for the government of this
club. Such bylaws may be amended from time to time as therein
provided.
Article 17 Interpretation
Throughout this constitution, the terminology “mail,” “mailing,” and “ballot-by-mail” will
include utilization of electronic mail (e-mail) and Internet
technology to reduce costs and increase responsiveness.
Article 18 Amendments
Section 1 Manner of Amending. Except as provided
in section 2 of this article, this constitution may be amended
only by the council on legislation in the same manner as is
established in the bylaws of RI for the amendment of its bylaws.
Section 2 Amending Article 2 and Article 3. Article
2 (Name) and article 3 (Locality of the Club) of the constitution
shall be amended at any regular meeting of this club, a quorum
being present by the affirmative vote of not less than two-thirds
of all voting members present and voting, provided that notice
of such proposed amendment shall have been mailed to each member
at least ten (10) days before such meeting, and provided further,
that such amendment shall be submitted to the board of directors
of RI for its approval and shall become effective only when
so approved. |
