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Director-elect Orientation Webinar

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November 06 2018

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Director-elect Orientation Webinar

  1. 1. 1 How to participate in the call: Show or hide your control panel. We will begin with all participants muted and may unmute you during question periods. If you can’t hear or others can’t hear you, select a different mic or speaker option on your computer. Use the chat window to type in questions or report technical difficulties.
  2. 2. 2 Best Practices for Using a Telephone for Webinar • Find a quiet location for your call • Use a corded phone if possible • Do not place your phone on “speaker” setting • Direct your voice toward the phone for best reception • Keep your phone on mute when you are not speaking
  3. 3. 3 Asking Questions • If you have a question please type it into the Chat box. • We will pause at the end of each of the three sections to answer questions.
  4. 4. 4 REMINDER: All attendees will receive a link to the slides and a recording of today’s session via email within 48 hours. The PowerPoint will also be posted on the My Rotary Board Portal in the Orientation 2018-19 folder.
  5. 5. RI DIRECTOR-ELECT ORIENTATION 2018-19ubject Organizer/Presenter: RI Vice-President John Matthews Date: 6 November 2018
  6. 6. Rotary International Responsibilities of the Board
  7. 7. | 7 Office of the General Counsel • General Legal Responsibilities – Legal Compliance, Litigation, Contracts • Corporate Governance • Council on Legislation/Council on Resolutions • Stewardship • Trademark Protection, Licensing • Other
  8. 8. | 8 Rotary International • Not for Profit Corporation, incorporated in the State of Illinois in 1911. • Tax exempt under US Tax Code Section 501(c)4 - “social welfare” organization. • No income taxes on dues revenue, or investment and rental income.
  9. 9. | 9 The Rotary Foundation • Not for Profit Corporation, incorporate in the State of Illinois in 1983 • Tax exempt under US Tax Code 501(c)(3) as a public charity. • Can receive income tax deductible charitable contributions. • Must be operated for charitable or educational purposes.
  10. 10. | 1 0 Section 501(c)(3) vs. Section 501(c)(4) • RI = Section 501(c)(4) Social Welfare Org. • TRF = 501(c)(3) Public Charity • Both are Income Tax Exempt • Public Charities – Contributions are tax deductible in U.S. – Vendors give preferential rates – Expanded partnership/sponsorship opportunities • RI may convert to Section 501(c)(3)
  11. 11. | 1 1 Fiduciary Duties What are the Board’s Fiduciary Duties?
  12. 12. | 1 2 Fiduciary Duties Definition of Fiduciary Duty A fiduciary is one who is entrusted with accountability for an organization’s well-being. A fiduciary duty is the heightened legal obligation placed upon a fiduciary.
  13. 13. | 1 3 Fiduciary Duties Three “Duties” • Duty of Care • Duty of Loyalty • Duty of Obedience
  14. 14. | 1 4 Directors’ Duties Duty of Care A Director must discharge his or her duties: • In good faith. • With the care that an ordinarily prudent person in a like position would exercise in similar circumstances. • In a manner the director reasonably believes to be in the best interests of the organization.
  15. 15. | 1 5 Directors’ Duties Duty of Care • Attend Board Meetings. • Review materials and engage in decision-making process. • Ask questions. • Exercise independent judgment. • Delegate to responsible individuals. • Understand the organization. • Follow up.
  16. 16. | 1 6 Directors’ Duties Duty of Care Prudent delegation is permissible • Staff • Outside Consultants (legal counsel, auditors) • Other Board members
  17. 17. | 1 7 Directors’ Duties Duty of Loyalty • Conflicts of Interest (awareness and disclosure) –Directors submit annual conflict of interest statement • Confidentiality • Serving the interests of Rotary International as a whole, not any constituency, group or individual.
  18. 18. | 1 8 Directors’ Duties Duty of Loyalty Which are you? A representative of your zones? – Bring your zones’ perspective to the Board. – Take positions that are best for Rotary. A representative for your zones? – Advocate for and take positions on behalf of your zones’ interests.
  19. 19. | 1 9 Directors’ Duties Duty of Obedience A Director may not act beyond scope of his or her authority. • Laws of the United States, Illinois. • RI Constitutional Documents.
  20. 20. | 2 0 Directors’ Duties Duty of Obedience What is the authority of a director to act on behalf of Rotary International? None. A director is only one of 19 votes!
  21. 21. Rotary International Responsibilities of the Board
  22. 22. Rotary’s Legislative Process and the Councils
  23. 23. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 3 Learning Objectives Incoming Board members should understand: • The purpose of the Council on Legislation and the Council on Resolutions • The role of the Board at the Councils • The preparation needed for effective participation at the Councils
  24. 24. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 4 Council on Legislation • 1933: Created and meet every year at the Convention • 1954: Begin meeting every two years • 1972: Become official legislative body • 1974: Start meeting every three years • 1977: Start meeting independently of Convention • 2001: Start meeting in Chicago • 2016: Held a separate Council on Resolutions
  25. 25. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 5 Council Cycle Year one: Representatives Year two: Proposed legislation Year three: The Council on Legislation (Council on Resolutions is held each year within this cycle)
  26. 26. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 6 Council on Resolutions
  27. 27. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 7 What is a Resolution? Resolutions Requests of the RI Board or Trustees Do not change RI’s constitutional documents May be submitted directly to the Board as petitions
  28. 28. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 8 Council on Resolutions
  29. 29. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 2 9 Council on Resolutions • Occurs annually, online • Each district’s Council representative participates • Deadline for submitting resolutions is 30 June each year • 2018 COR – 15 October – 15 November 2018 • 2018 COR has 55 resolutions • No official debate or discussion
  30. 30. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 0 Council on Legislation
  31. 31. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 1 Council on Legislation • Triennial meeting to review the constitutional documents of RI • Each district sends one voting member to the Council • Scheduled for 14-18 April 2019 • Held at Hyatt Regency Chicago (new location)
  32. 32. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 2 Legislation • There are two types of legislation: – Enactments: seek to change RI’s constitutional documents • RI Constitution • RI Bylaws • Standard Rotary Club Constitution – Position Statements: submitted by the Board only, do not change RI’s constitutional documents • Deadline was 31 December 2017 • Over 180 enactments for the 2019 COL • 116 items have been published
  33. 33. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 3 Board Items • Currently 26 items have been proposed by the Board • Urgent legislation may be proposed by the Board through 31 December 2018
  34. 34. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 4 Members of the Council
  35. 35. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 5
  36. 36. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 6 Representatives – Voting Members • One representative and alternate per district • Serve from July 2017 to June 2020 • Qualifications: – Past district governor – Member of a Rotary club in the district • In 2019, 78% of representatives were serving for the first time
  37. 37. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 7 Non-voting Members • Chair • Vice chair • Parliamentarian • Secretary (the General Secretary, unless another person is appointed) • Constitution and Bylaws Committee • Members-at-large (COL only) • RI president • President-elect • RI Board of Directors • General Secretary • Rotary Foundation Trustee (elected by the Trustees) • Past RI presidents
  38. 38. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 8 Constitution and Bylaws Committee • Serves as counsel regarding the constitutional documents and legislative procedures • Drafts legislation and resolutions at the Board’s request • 2018-19 members are: – Raju Subramanian, India, Chair – Adrienne Bzura, U.S.A., Vice-chair – Tom Griffin, England, Member – Duncan Conrad, Canada, Member – Robert C. Knuepfer, U.S.A., Liaison Director – Kenneth Schuppert, U.S.A., Liaison Trustee
  39. 39. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 3 9 Board Responsibilities • Non-voting members of the COL and COR • May propose legislation and resolutions • Decides Board positions • Acts as a united Board at the Council • Submits statements of support or opposition on enactments • Presents Board proposals • Speaks when authorized to do so
  40. 40. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 4 0 Board COLAdvisory Committee • Drafts statements of support or opposition on behalf of the Board • Coordinates Board strategy with the RI President • Selected items to be discussed at the Rotary Institutes • 2018-19 members are: – Mark Daniel Maloney, Chair – Robb Knuepfer, Member – David Stovall, Member – Brian Stoyel, Member – Piotr Wygnanczuk, Member
  41. 41. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 4 1 Significant dates for the Councils August-September 2018 Legislation for 2019 COL published 1 October – 15 November 2018 2018 Council on Resolutions By 20 November 2018 COR results posted November 2018 COL registration materials emailed to representatives 14 February 2019 Statements of Support or Opposition due to Rotary March 2019 COL webinar (tentative) 14-18 April 2019 Council on Legislation By 18 June 2019 COL Report of Action and updated constitutional documents published 30 June 2019 Resolutions for 2019 COR due to Rotary 1 October – 15 November 2019 2019 Council on Resolutions
  42. 42. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 4 2 Additional Information • Articles 7, 8, and 9 of the RI Bylaws • The Councils page on Rotary’s website, with links to: – How to Propose Enactments – How to Propose Resolutions – Online resolution certification form – Online legislation certification form • How to Propose Legislation and Representative Training courses in the Learning Center • Council on Legislation workgroup, accessed through your profile on rotary.org • Email: Council_services@rotary.org
  43. 43. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 4 3 Privacy Update • New privacy laws in effect (GDPR in the EU) • Enterprise project to review compliance – Process inventory – Lawful basis – Reviewed policies and notices • Website policy • Policy in the Code of Policies – Records management – Data breach procedures
  44. 44. Intellectual Property Rotary International Director-elect Orientation Jomarie B. Fredericks, Deputy General Counsel, Chief Intellectual Property Counsel 6 November 2018
  45. 45. 45 19.010: “The board shall maintain and preserve an emblem, badge, and other insignia of RI for the exclusive use and benefit of all Rotarians.” Art. XIX, RI bylaws (originally enacted in Art. XVI, 1922 bylaws) Clubs gave authority to RI in the bylaws to preserve and protect the trademarks as early as 1922.
  46. 46. 46 Types of RI Trademarks  Symbols and/or Designs  Words
  47. 47. 47 ROTARY MARKS ROTARY
  48. 48. 48 Trademark & Service Mark Registration  The Rotary Marks are registered in over 77 countries  RI’s ability to protect its rights and use of the Rotary Marks in a particular country is largely dependent on RI’s registered status.
  49. 49. 49 Monitoring Use of Others’ Marks  Track use of same or similar marks by others throughout the world  Prevent loss of trademark protection by opposing other’s use of same or similar marks  Familiar terms such as “escalator,” “zipper” and “aspirin” were once trademarks
  50. 50. 50 Licensing of the Rotary Marks
  51. 51. 51 Licensing System - Merchandise  The RI bylaws prohibit commercial use of the Rotary Marks  One exception is the RI Licensing System  Commercial vendors are Licensees of RI  RI currently has approximately 146 licensed distributors of club supplies in 31 countries  RI licenses software vendors under the Community Marketplace and has 6 club management system vendors and 6 online tool/app vendors
  52. 52. 52 Examples of Licensed Products
  53. 53. 53 Licensing System – Licensing Exceptions/Considerations for Rotary Clubs  Special Board considerations for Rotary clubs include:  Event-specific exception to licensing  Rotary Entity fundraiser license  2005 - new TRF fundraising category added
  54. 54. 54 Royalties  1986-87: $577,134  2009-10: $995,861  2010-11: $991,995  2011-12: $999,424  2012-13: $955,979  2013-14: $950,157  2014-15: $944,212  2015-16: $881,143  2016-17: $873,248  2017-18: $996,653  Royalties increased from several hundred thousand U.S. dollars per year to just under US$1 million per year  Fairly constant –slight increase for the Centennial
  55. 55. 55 Other License Types  Regional Magazine Agreements  Approximately 33 Regional Magazines in addition to The Rotarian  In 2005, formalized former “certification” process  Renewals will be done in 2019  5 year license to use the Rotary Marks and circularize Rotarians • Naming Rights Agreements • Sponsor/Partner Agreements • Trademark License Agreements
  56. 56. 56 19.010: “The board shall maintain and preserve an emblem, badge, and other insignia of RI for the exclusive use and benefit of all Rotarians.” Art. XIX, RI bylaws (originally enacted in Art. XVI, 1922 bylaws)
  57. 57. ROTARY’S LEGISLATIVE PROCESS AND THE COUNCILS | 5 7 QUESTIONS?

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