Club By-Laws
(Including Revisions of 11/9/89 and Amendments of 12/10/92, 10/27/94, 6/27/96, 9/30/99, 2/7/02, 11/20/03 and 1/18/13)
Article I. Election of Directors and Officers
Section 1 ‑ At a regular meeting one month prior to the annual meeting, nominations shall be presented by a nominating committee. The nominating committee shall consist of the most recent (and available) past presidents. The nominating committee shall present names of four candidates for four positions on the board of directors for two years beginning on the succeeding July 1. Any number of additional nominations may be made from the floor, with the concurrence of the individual/s so nominated, at the meeting when the committee nominations are announced.. These nominations shall be placed on a ballot, or elected by voice vote if there are only four candidates, and voted for at the annual meeting. The four candidates securing the highest number of votes shall be declared elected. (As amended 9/30/99)
Section 2 ‑ The four newly elected directors and the four hold over directors elected the previous year shall meet within one week of the annual meeting to elect the following officers:
(1) a president, chosen from among the four newly elected board members, shall serve as vice‑president for the year commencing on the first day of July next following election as president and shall assume office as president on the first day of July immediately following his year of service on the board as vice-president;
(2) a secretary, treasurer, and sergeant‑at‑arms, any and all of whom may or may not be chosen from among the elected board members, and if not, shall become official members of the board. These officers shall serve for one year commencing on the day of July following election.
Section 3 ‑ Vacancy in the board of directors or any office shall be filled by action of the remaining members of the board. If a board member misses four consecutive meetings of the board without a valid excuse he shall be removed from the board and replaced by action of the remaining members of the board.
Section 4 ‑ 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.
Article II. Board of Directors
Section 1 ‑ The governing body of this club shall be the board of directors consisting of the eight directors elected in accordance with Article I, Section 1 of these by-laws and all other officers.
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 his office.
Section 2 ‑ 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 his 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, record and preserve the minutes of such meetings, make the required reports to Rotary international, including the semi-annual 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 club meetings which shall be made to the district governor immediately following the last meeting of the month, remit to Rotary international subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to his office. It shall also be the duty of the secretary to advise the club bulletin editor of all changes in club membership, including approved membership proposals, new members, resignations, and deaths for timely inclusion in the bulletin.
Section 4 ‑ TREASURER. The duties of the treasurer shall be those customary to the office, including but not limited to:
(a) Depositing all club funds in a bank or other financial institution to be named by the board of directors; '
(b) Investing funds in excess of required working capital from time to time in a manner approved by the board of directors;
(c) Writing checks in payment of bills, expenses and other obligations of the club as authorized by the board of directors;
(d) Preparing quarterly statements of dues and other charges to members, based on membership and attendance data supplied by the secretary;
(e) Preparing reports at each regular meeting of the board of directors showing significant transactions and, at the first meeting of each quarter, detailed reports of financial condition and results of operations for the quarter and for the year to date, including comparisons with the approved budget;
(f) Prepare and submit an annual report to the club;
(g) Prepare in July of each year a budget of revenues and expenses for the new fiscal year, after appropriate consultation with committee chairmen and officers, for approval by the board of directors;
(h) Prepare tax returns and other reports required by government authorities; and
(i) Upon his retirement from office he shall turn over to his successor or to the president all funds, books of accounts and any other club property in his possession.
Section 5 – SERGEANT-AT-ARMS. The duties of the sergeant-at-arms shall be such as are usually prescribed for his office and such other duties as may be prescribed by the president or the board.
Article IV. Meetings
Section 1‑ ANNUAL MEETING. An annual meeting of this club shall be held on the second Thursday in December in each year. At this meeting the election of four directors, as provided in Article I, Section 1, shall take place.
Section 2‑ The regular meetings of this club shall be held on Thursday at 12:15 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.
Section 4 ‑ Regular meetings of the board of directors shall be held as the board of directors may determine. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, 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 $50 to be paid before the applicant can qualify for membership. For an applicant who has been a former member in another club the admission fee is $30. A former member of this club shall not be required to pay a second admission fee.
Section 2‑ Membership dues are $30 per quarter payable on the first day of each calendar quarter. The dues include the amounts set by Rotary International for Rotary International dues and subscription to THE ROTARIAN magazine and by Rotary International District 6250 for District dues. From each quarterly dues payment, $3 per member will be reserved for the purpose of paying the expenses of club members attending Rotary International events at the sole discretion of the board. No expenses will be paid or reimbursed without prior approval of the board, and the board may carry forward from year to year a reserve balance to be used in future years. The quarterly billings will also include provision for a voluntary contribution of $4.00 per quarter for the Madison West Rotary Foundation, Inc. of which $2.00 per annum are forwarded to Rotary International District 6250 and held in escrow until such time as the board requests all or part of such funds for its contribution to the Rotary Foundation of Rotary International. (Amended June 27, 1996 and November 20, 2003).
Article Vl. Method of Voting
The business of this club shall be transacted by voice vote or ballot.. Cumulative voting for directors shall not be permitted.
Article VII. Committees
Section 1 ‑ Apart from the club and board of director meetings, the ongoing activities of Madison West Rotary shall be organized and conducted by standing committees of club members working in the four service avenues of Rotary: Club Service, Community Service, Vocational Service, and International Service.
Section 2 ‑ Standing committees for the ensuing Rotary year are to be appointed by the President-elect not later than June 1, subject to approval by the incoming board of directors, and after members are given an opportunity to express participation interests. Care shall be taken to provide an appropriate combination of continuity and rotation in the membership of each committee.
Section 3‑ The proposed committee structure shall be based upon the continuing and new programs and activities planned for the year, growing out of past board actions and with due consideration to suggestions emanating from PETS (the Tri-district President-elect training seminar) and the District Governor Nominee.
Section 4 ‑ Each standing committee shall include a member of the board, ex officio, for liaison between committees and the board of directors.
Section 5 ‑ The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.
Section 6 ‑ The president, subject to ratification by the board, may appoint special committees on an ad hoc basis as needed.
Article VIII. Duties of Committees
Section 1 ‑ Each committee shall begin the year by reviewing its primary goals, adopting an action plan, estimating its budget needs, and submitting this planning document to the board for approval. Each committee shall transact such business as is delegated to it in the bylaws or included in the committee action plan as approved by the board, 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 or authorize expenditures until a report has been made to and approved by the board.
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. If leave is granted for four weeks or longer meal charge will not be made for weeks granted. (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 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. VIII, Sec. S (c) or (d) of the standard club constitution is not computed in the attendance record of the club.)
Article X. Finances
Section I ‑ 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 check signed by the treasurer upon vouchers signed by any two officers. A thorough audit shall be made once each year of all the club's financial transactions.
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 four quarterly periods corresponding to the calendar quarters. 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 semi-annual 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 – ACTIVE MEMBERS
(1) The name of a prospective member, proposed by an active member of the club or by the membership development committee, 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.
(2) The board shall request the classification committee to consider and report to the board on the eligibility of the proposed member from the standpoint of classification, and shall request the membership committee to investigate and report to the board on the eligibility of the proposed member from the standpoint of character, business and social standing, and general eligibility.
(3) The board shall consider and approve or disapprove the recommendation of the classifications and membership committees and shall notify the proposer, through the club secretary, of its decision.
(4) If the decision of the board is favorable, the proposer, together with one or more members of the Rotary information committee, shall inform the prospective member of the purpose of Rotary and of the privileges and responsibilities of membership in the club, following which the prospective member shall be requested to complete and submit an application for membership and to give his permission for his name and proposed classification to be published to the club.
(5) If no written objection to the proposal, stating reasons, is received by the board from any member of the club within ten days following publication of the name of the prospective member, the prospective member, upon payment of his admission fee, as prescribed in Article V. of these by‑laws, shall be considered elected to membership. If any objection has been filed with the board, it shall consider the same at any regular or special meeting of the board and shall ballot on the proposed member. If not to exceed one negative vote is cast by the members of the board in attendance at such regular or special meeting, the proposed member, upon payment of the prescribed admission fee, shall be considered elected to membership. Following the member's election to membership as herein provided, the club secretary shall issue a membership card to the member and shall report his name to the general secretary of Rotary International.
(6) The member shall be formally introduced as a new member at a regular meeting of the club.
Section 2 –HONORARY MEMBERS. The name of a proposed candidate for honorary membership shall be submitted to the board of directors in writing and the election shall be in the same form and manner as prescribed for the election of an active member provided, however, that such proposal may be considered at any regular meeting of the board and that the board may at its discretion waive any steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member. If not more than one negative vote is cast by the members of the board in attendance at the regular or special meeting, the proposed member shall be considered duly elected.
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 call to order
Introduction of visiting Rotarians and guests
Correspondence and announcements
Committee reports if any
Any unfinished business
Any new business
Address or other program feature
Adjournment
Article XIV. Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two‑thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed or hand delivered 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 the constitution and by‑laws of Rotary International.
Article XV. Interpretation
Throughout these by‑laws, pronouns of the masculine gender shall be construed to include the feminine.
Article I. Election of Directors and Officers
Section 1 ‑ At a regular meeting one month prior to the annual meeting, nominations shall be presented by a nominating committee. The nominating committee shall consist of the most recent (and available) past presidents. The nominating committee shall present names of four candidates for four positions on the board of directors for two years beginning on the succeeding July 1. Any number of additional nominations may be made from the floor, with the concurrence of the individual/s so nominated, at the meeting when the committee nominations are announced.. These nominations shall be placed on a ballot, or elected by voice vote if there are only four candidates, and voted for at the annual meeting. The four candidates securing the highest number of votes shall be declared elected. (As amended 9/30/99)
Section 2 ‑ The four newly elected directors and the four hold over directors elected the previous year shall meet within one week of the annual meeting to elect the following officers:
(1) a president, chosen from among the four newly elected board members, shall serve as vice‑president for the year commencing on the first day of July next following election as president and shall assume office as president on the first day of July immediately following his year of service on the board as vice-president;
(2) a secretary, treasurer, and sergeant‑at‑arms, any and all of whom may or may not be chosen from among the elected board members, and if not, shall become official members of the board. These officers shall serve for one year commencing on the day of July following election.
Section 3 ‑ Vacancy in the board of directors or any office shall be filled by action of the remaining members of the board. If a board member misses four consecutive meetings of the board without a valid excuse he shall be removed from the board and replaced by action of the remaining members of the board.
Section 4 ‑ 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.
Article II. Board of Directors
Section 1 ‑ The governing body of this club shall be the board of directors consisting of the eight directors elected in accordance with Article I, Section 1 of these by-laws and all other officers.
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 his office.
Section 2 ‑ 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 his 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, record and preserve the minutes of such meetings, make the required reports to Rotary international, including the semi-annual 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 club meetings which shall be made to the district governor immediately following the last meeting of the month, remit to Rotary international subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to his office. It shall also be the duty of the secretary to advise the club bulletin editor of all changes in club membership, including approved membership proposals, new members, resignations, and deaths for timely inclusion in the bulletin.
Section 4 ‑ TREASURER. The duties of the treasurer shall be those customary to the office, including but not limited to:
(a) Depositing all club funds in a bank or other financial institution to be named by the board of directors; '
(b) Investing funds in excess of required working capital from time to time in a manner approved by the board of directors;
(c) Writing checks in payment of bills, expenses and other obligations of the club as authorized by the board of directors;
(d) Preparing quarterly statements of dues and other charges to members, based on membership and attendance data supplied by the secretary;
(e) Preparing reports at each regular meeting of the board of directors showing significant transactions and, at the first meeting of each quarter, detailed reports of financial condition and results of operations for the quarter and for the year to date, including comparisons with the approved budget;
(f) Prepare and submit an annual report to the club;
(g) Prepare in July of each year a budget of revenues and expenses for the new fiscal year, after appropriate consultation with committee chairmen and officers, for approval by the board of directors;
(h) Prepare tax returns and other reports required by government authorities; and
(i) Upon his retirement from office he shall turn over to his successor or to the president all funds, books of accounts and any other club property in his possession.
Section 5 – SERGEANT-AT-ARMS. The duties of the sergeant-at-arms shall be such as are usually prescribed for his office and such other duties as may be prescribed by the president or the board.
Article IV. Meetings
Section 1‑ ANNUAL MEETING. An annual meeting of this club shall be held on the second Thursday in December in each year. At this meeting the election of four directors, as provided in Article I, Section 1, shall take place.
Section 2‑ The regular meetings of this club shall be held on Thursday at 12:15 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.
Section 4 ‑ Regular meetings of the board of directors shall be held as the board of directors may determine. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, 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 $50 to be paid before the applicant can qualify for membership. For an applicant who has been a former member in another club the admission fee is $30. A former member of this club shall not be required to pay a second admission fee.
Section 2‑ Membership dues are $30 per quarter payable on the first day of each calendar quarter. The dues include the amounts set by Rotary International for Rotary International dues and subscription to THE ROTARIAN magazine and by Rotary International District 6250 for District dues. From each quarterly dues payment, $3 per member will be reserved for the purpose of paying the expenses of club members attending Rotary International events at the sole discretion of the board. No expenses will be paid or reimbursed without prior approval of the board, and the board may carry forward from year to year a reserve balance to be used in future years. The quarterly billings will also include provision for a voluntary contribution of $4.00 per quarter for the Madison West Rotary Foundation, Inc. of which $2.00 per annum are forwarded to Rotary International District 6250 and held in escrow until such time as the board requests all or part of such funds for its contribution to the Rotary Foundation of Rotary International. (Amended June 27, 1996 and November 20, 2003).
Article Vl. Method of Voting
The business of this club shall be transacted by voice vote or ballot.. Cumulative voting for directors shall not be permitted.
Article VII. Committees
Section 1 ‑ Apart from the club and board of director meetings, the ongoing activities of Madison West Rotary shall be organized and conducted by standing committees of club members working in the four service avenues of Rotary: Club Service, Community Service, Vocational Service, and International Service.
Section 2 ‑ Standing committees for the ensuing Rotary year are to be appointed by the President-elect not later than June 1, subject to approval by the incoming board of directors, and after members are given an opportunity to express participation interests. Care shall be taken to provide an appropriate combination of continuity and rotation in the membership of each committee.
Section 3‑ The proposed committee structure shall be based upon the continuing and new programs and activities planned for the year, growing out of past board actions and with due consideration to suggestions emanating from PETS (the Tri-district President-elect training seminar) and the District Governor Nominee.
Section 4 ‑ Each standing committee shall include a member of the board, ex officio, for liaison between committees and the board of directors.
Section 5 ‑ The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon.
Section 6 ‑ The president, subject to ratification by the board, may appoint special committees on an ad hoc basis as needed.
Article VIII. Duties of Committees
Section 1 ‑ Each committee shall begin the year by reviewing its primary goals, adopting an action plan, estimating its budget needs, and submitting this planning document to the board for approval. Each committee shall transact such business as is delegated to it in the bylaws or included in the committee action plan as approved by the board, 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 or authorize expenditures until a report has been made to and approved by the board.
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. If leave is granted for four weeks or longer meal charge will not be made for weeks granted. (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 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. VIII, Sec. S (c) or (d) of the standard club constitution is not computed in the attendance record of the club.)
Article X. Finances
Section I ‑ 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 check signed by the treasurer upon vouchers signed by any two officers. A thorough audit shall be made once each year of all the club's financial transactions.
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 four quarterly periods corresponding to the calendar quarters. 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 semi-annual 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 – ACTIVE MEMBERS
(1) The name of a prospective member, proposed by an active member of the club or by the membership development committee, 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.
(2) The board shall request the classification committee to consider and report to the board on the eligibility of the proposed member from the standpoint of classification, and shall request the membership committee to investigate and report to the board on the eligibility of the proposed member from the standpoint of character, business and social standing, and general eligibility.
(3) The board shall consider and approve or disapprove the recommendation of the classifications and membership committees and shall notify the proposer, through the club secretary, of its decision.
(4) If the decision of the board is favorable, the proposer, together with one or more members of the Rotary information committee, shall inform the prospective member of the purpose of Rotary and of the privileges and responsibilities of membership in the club, following which the prospective member shall be requested to complete and submit an application for membership and to give his permission for his name and proposed classification to be published to the club.
(5) If no written objection to the proposal, stating reasons, is received by the board from any member of the club within ten days following publication of the name of the prospective member, the prospective member, upon payment of his admission fee, as prescribed in Article V. of these by‑laws, shall be considered elected to membership. If any objection has been filed with the board, it shall consider the same at any regular or special meeting of the board and shall ballot on the proposed member. If not to exceed one negative vote is cast by the members of the board in attendance at such regular or special meeting, the proposed member, upon payment of the prescribed admission fee, shall be considered elected to membership. Following the member's election to membership as herein provided, the club secretary shall issue a membership card to the member and shall report his name to the general secretary of Rotary International.
(6) The member shall be formally introduced as a new member at a regular meeting of the club.
Section 2 –HONORARY MEMBERS. The name of a proposed candidate for honorary membership shall be submitted to the board of directors in writing and the election shall be in the same form and manner as prescribed for the election of an active member provided, however, that such proposal may be considered at any regular meeting of the board and that the board may at its discretion waive any steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member. If not more than one negative vote is cast by the members of the board in attendance at the regular or special meeting, the proposed member shall be considered duly elected.
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 call to order
Introduction of visiting Rotarians and guests
Correspondence and announcements
Committee reports if any
Any unfinished business
Any new business
Address or other program feature
Adjournment
Article XIV. Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two‑thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed or hand delivered 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 the constitution and by‑laws of Rotary International.
Article XV. Interpretation
Throughout these by‑laws, pronouns of the masculine gender shall be construed to include the feminine.