Rotary InternationalSan Luis Obispo de TolosaBy-Laws... Rotary Club Of San Luis Obispo de Tolosa CLUB BY - LAWS BOARD OF DIRECTORS APPROVED ON MAY 03, 2011 APPROVED BY THE ROTARY CLUB OF SAN LUIS OBISPO ON MONTH, DATE, 2011 Version 4.0 <> month date, 2011
2Article IElection of Directors and OfficersSection 1 - At a regular meeting, one month prior to the annual meeting, the PresidingOfficer shall ask for nominations by members of the Club for President-Elect, Vice-President, Secretary, Treasurer, Sergeant-At-Arms, and six members of the Board ofDirectors. The nominations may be presented by a nominating committee or by membersfrom the floor, by either or by both, as the Club may determine. If it is determined tohave a nominating committee, such committee shall be appointed as the Club maydetermine. Such committee shall present its slate no later than the last regular meeting ofNovember and then ask for nominations from the floor. The nominations duly made shallbe placed on a ballot in alphabetical order under each office and shall be voted for at theannual meeting. The candidates for President Elect, Vice-President, Secretary, Treasurer,and Sergeant-At-Arms receiving the majority of the votes shall be declared elected totheir respective offices. The six candidates for Director receiving a majority of votes shallbe declared elected as Directors. The President Elect elected in such balloting shall serveas a member of the Board for the subsequent Rotary Year and shall assume office asPresident on the first day of July immediately following his/her year of service asPresident Elect. The current President shall assume office as Past President and Directoron the first day of July immediately after his/her year of service as President.Section 2 - The seven (7) Officers and six (6) Directors, so elected, shall constitute thethirteen (13) Board of Directors.Section 3 – A vacancy, in the office of President, shall be filled by the President Elect.The Vice President (President Elect Nominee) shall move up to the position of PresidentElect. A vacancy in the Board of Directors or any office (except President or PastPresident) shall be filled by action of the remaining members of the Board. A vacancy inthe office of Past President shall be filled by the Board by the next, most current, PastPresident available and able to serve.Article IIBoard of DirectorsSection 1 - The governing body of this Club shall be the Board of Directors consisting ofthirteen members of the Club, namely, six Directors elected in accordance with Article I,Section 1 of these by-laws along with the President, President Elect, Vice-President,Secretary, Treasurer, Sergeant-At-Arms and the immediate Past President.Section 2 - Seven (7) or more Board members shall constitute a quorum.
3Section 3 - The Directors positions shall follow Rotarys "Avenues" of service byincluding Director of Club Service, Vocational Service, Community Service,International Service and New Generations, thus reflecting the elements of the Object ofRotary. The sixth Director position shall be identified, as directed, by the President Electduring formation of his/her Rotary Year.Article IIIDuties of OfficersSection 1 - President. It shall be the duty of the President to preside at meetings of theClub and Board and to perform such other duties as ordinarily pertain to his/her office.The President retains the option of appointing the Presiding Officer from the line of clubPast Presidents in his/her absence.Section 2 – President Elect. It shall be the duty of the President Elect to preside atmeetings of the Club and Board in the absence of the President and to perform such otherduties as ordinarily pertain to his/her office.Section 3 - Vice-President. It shall be the duty of the Vice-President to preside atmeetings of the Club and Board in the absence of the President and President Elect andperform such other duties as ordinarily pertain to his/her office.Section 4 - Secretary. It shall be the duty of the Secretary to keep the records ofmembership, record the attendance at meetings, send out notices of meetings of the Club,record and preserve the minutes of such meetings, make the required reports to RotaryInternational (including the semi-annual reports of membership) which shall be made tothe General Secretary of Rotary International on January 1st and July 1st of each year.Prorated reports shall be made to the general secretary on October 1st and April 1st ofeach active member who has been elected to membership in the Club since the start of theJuly or January semi-annual reporting period. The report of changes in membership shallbe made to the General Secretary of Rotary International. The monthly report ofattendance at Club meetings shall be made to the District Governor immediatelyfollowing the 1st meeting of the month. The Secretary shall collect and remit to RotaryInternational subscriptions to The Rotarian, and perform such other duties as usuallypertain to his/her office.Section 5 - Treasurer. It shall be the duty of the Treasurer to provide an accounting of allclub funds at the monthly board meeting, and at any other time upon demand by theBoard and to perform such other duties to his/her office. Upon his/her retirement fromoffice he/she shall turn over to his/her successor or to the President all funds, books ofaccounts, or any other Club property in his/her possession.
4Section 6 - Sergeant-At-Arms. The duties of the Sergeant-At-Arms shall be assigned bythe President.Article IVMeetingsSection 1 - The regular weekly meetings of this Club shall be held on Wednesday at noon(exact time to be set by the board). Due notice of any changes in or canceling of theregular meeting shall be given. All members excepting an Honorary Member (ormembers excused by the Board of Directors of this Club) must be counted as present orabsent, 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 otherRotary Club.Section 2 - The annual meeting shall be held no later than the second regular meeting inDecember. One-third of the membership shall constitute a quorum at the annual andregular meetings of this Club. (AN ANNUAL MEETING FOR THE ELECTION OF OFFICERS SHALL BEHELD NOT LATER THAN 31 DECEMBER – PURSUANT TO ARTICLE VI, SECTION 2 OF THE STANDARDROTARY CLUB CONSTITUTION)Section 3 - Regular meetings of the Board shall be held monthly at a time and location asdetermined by the Board. Special meetings of the Board shall be called by the President,whenever deemed necessary, or upon the request of two (2) members of the Board, duenotice having been given.Article VFees and DuesSection 1 - The admission fee shall be determined by the Board of Directors and be paidbefore the applicant can qualify as a member.Section 2 - The membership dues shall be determined annually by the Board of Directorsand is payable the first day of July or upon induction into the Club.
5Article VIMethod of VotingThe business of this Club shall be transacted by voice vote except the election of officersand directors, which shall be by written ballot. The Board may decide that a voice votebe considered by ballot on a specific item. The Board also retains the option to direct thata vote be transacted by e-mail, the club’s website or other electronic means.Article VIICommitteesThe Club Service Director and the President shall, subject to the approval of the Board,appoint Standing Committees as appropriate. The President shall be an ex-officiomember of all Committees and as such, shall have all the privileges of membershipthereon. Each Committee shall transact such business as may be referred to it by thePresident or the Board. Except where special authority is given by the Board, suchCommittees shall not take action until a report has been made to the Board and approvedby the Board.Article viiiFinancesSection 1 - The Treasurer shall deposit all funds of the Club in some insured depositoryto be named by the Board.Section 2 - All bills shall be paid only by checks (paper or electronic) issued by theTreasurer and signed by two officers or directors duly authorized by the Board ofDirectors. The Club Treasurer shall not be so authorized.Section 3 - The fiscal year of this Club shall extend from July 1st to June 30th. Thepayment of per-capita dues and magazine subscriptions to Rotary International shall bemade on July 1st and January 1st of each year on the basis of the membership of the Clubon those dates.Section 4 - At the beginning of each fiscal year the Board shall prepare or cause to beprepared a budget of estimated income and estimated expenditures for the year. Saidbudget, once approved, shall stand as the limit of expenditures for each respectivepurpose unless otherwise ordered by action of the Board.
6Section 5 – With the Boards approval, the Treasurer may engage a service or person(s) todo the day to day work that is necessary to keep current with the accounting needs of theClub. The Treasurer may also engage a CPA to audit some or all of our financial books,if directed by the Board, and to ensure that the tax reports are done properly and on time.Article IXMethod of Electing MembersSection 1 - Active Members(1) The name of a prospective member, proposed by an active member of the Club or bythe membership development committee, shall be submitted to the Board in writing. Saidproposal shall be kept confidential except as otherwise provided in this procedure.(2) The Board shall request the classification committee to consider and report to theBoard on the eligibility of the proposed member from the standpoint of classification, andshall request the membership committee to investigate and report to the Board on theeligibility of the proposed member from the standpoint of character, business and socialstanding and general eligibility.(3) The Board shall consider and approve or disapprove the recommendations of theclassification and membership committees and shall then notify the prospect, through theMembership Development Chair, of the decision.(4) The prospective member shall be requested to complete and submit an application formembership and to give his/her permission for publication as a prospective member.(5) If no written objection to the proposal, stating reasons, is received by the Board fromany member of the Club within ten (10) days following publication of the name of theprospective member, the prospective member, upon payment of his/her admission fee asprescribed in Article V of these by-laws, shall be considered to be elected to membership.Any written objection(s) to membership shall be thoroughly reviewed by the Board ofDirectors. The Board of Directors will call for a vote on the prospective member uponcompletion of adequate review of the situation. Assuming a quorum is present, a simplemajority of the Board will determine if the prospective member is allowed membership.(6) If the decision of the Board is favorable, the prospect, together with one or moremembers of the Rotary Information Committee, shall inform the prospective member ofthe purposes of Rotary and of the privileges and responsibilities of membership.
7(7) Following the member’s election to membership as provided herein, the ClubSecretary shall add the new member’s name to the Club roster and shall report his/hername to the General Secretary of Rotary International.(8) The member shall be formally inducted and introduced as a new member at a regularmeeting of the Club.Section 2 - Honorary Members. The name of a proposed candidate shall be submitted tothe Board of Directors in writing and the election shall be in the same form and manneras prescribed for an active member provided, however, that such proposal may beconsidered at any regular or special meeting of the Board and that the Board at itsdiscretion may waive any of the steps as set forth in Section 1 of this Article and proceedto ballot on the proposed member.Article XContinuing ResolutionsThe Continuing Resolutions are the policies of the Club and expand on the R. I.Constitution and the Club’s Bylaws herein. At the beginning of each Rotary Year, theincoming President, shall update the Club’s Continuing Resolutions, to bring them intoline with his/her years plan. All annual items that should be updated shall be changed toreflect the policies for the coming year. The completed Continuing Resolutions shall besubmitted to the Board for approval at the first Board meeting of the Rotary Year. TheContinuing Resolutions will continue in effect until a Board approves a replacement.Article XIResolutionsNo resolution, or motion to commit this Club on any matter, shall be considered by theClub, until it has been considered by the Board. Such resolution(s) or motion(s), ifoffered at a Club meeting, shall be referred to the Board without discussion. Theexception is Article XII below.
8Article XIIAmendmentsThese by-laws may be amended at any regular meeting (A QUORUM BEING ONE THIRD OFMEMBERSHIP PRESENT) of the Club. The vote may also be via e-mail or the web site. At aregular Club meeting two thirds of those present must vote, by written ballot, to acceptthe amendments. If vote is by electronic means, two thirds of the vote must accept theamendments. Notice of such proposed amendment shall have been mailed, e-mailed orposted on club web site, to each member at least ten days before such meeting. Noamendment or addition to these by-laws can be made which is not in harmony with theClub’s approved R. I. Constitution.The above by-laws (VERSION 4.0 – month date, 2011) were reviewed and approved by theRotary Club of San Luis Obispo de Tolosa by a vote of the regular membership on theClub’s web site._____ _________________________________ month date, 2011 Doug Dalton, Secretary Date_______________________________________ month date, 20111 Jeff Buckingham, President Date