Constitutionof Rotary International
UNOFFICIAL DRAFT OF CHANGES PASSED BY 2013 COUNCIL ON LEGISLATI0N
This version of the Standard Rotary Club Constitution is an UNOFFICIAL EDIT based on the unofficial results of the Council on Legislation as recorded by Rotary District 6950 Delegate, PDG Tim Schuler. These changes are to take effect July 1, 2013, and the official version will be published by Rotary International. Official Changes will be noted on the RI Website or the new Manual of Procedure (2013). Clubs are encouraged, however, to begin the process of amending their Club Constitutional Documents based on these notations.
The MOP page references are to the 2010 MOP, andother than the first page, may not be accurate
Article 1 Definitions
As used in the constitution and bylaws ofRotary International,unless the context otherwiseclearlyrequires,thewordsinthisarticleshall havethefollowingmeanings:
1.Board: The Board of Directors of Rotary International.
2.Club: A Rotary club.
3.Member: A member, other than anhonorary member, of a Rotary club.
4.Year: The twelve-month period whichbeginsonthefirstdayofJuly.
5.RI:Rotary International.
6.Governor:A governor of a Rotary district.
Article 2 Name and Description
The name of this organization shall be Rotary International.RIistheassociationofclubs throughouttheworld.
Article 3 Purposes
The purposes of RI are:
(a)To support the clubs and districts of RI in their pursuit of programs and activities thatpromotetheObject ofRotary;
(b)To encourage, promote, extend, andsuperviseRotarythroughouttheworld;
(c)To coordinate and generallydirect the activities ofRI.
Article 4Object
TheObjectofRotaryistoencourageandfoster the ideal ofserviceasabasisofworthy enterprise and, in particular,toencourageandfoster:
First. The development of acquaintance asan opportunity for service;
Second. High ethical standards in business andprofessions;the recognition of the worthinessofallusefuloccupations;andthedignifyingofeachRotarian'soccupationas an opportunity to serve society;
Third. TheapplicationoftheidealofserviceineachRotarian'spersonal,business, and community life;
Fourth.The advancement of internationalunderstanding,goodwill,andpeacethrough a world fellowship of business and professional persons united in the ideal ofservice.
Article5Membership
Section 1How Constituted. The membership of RI shall consist of clubs which continuetoperformtheobligationsassetforthinthisconstitutionandthebylaws.
Section 2Compositionof Clubs.
(a)Aclubshallbecomposedofactive members each of whomshall be an adult person of good character and good business, professional and/or community reputation,
(1)engaged asa proprietor, partner, corporate officer, ormanager of any worthy and recognized business or profession; or
(2)holding any important position inany worthy and recognized business orprofession or any branch oragencythereofandhaveexecutive capacity with discretionary authority; or
(3)having retired fromany position listedinsub-subsection(1)or(2)ofthis subsection; or
(4)being a community leader who has demonstrated through personal involvement in community affairs a commitment to service and the Object of Rotary; or
(5)havingthestatusofRotaryFoundation alumnus as defined by the board
(6)having interrupted employment or having never worked in order to care for children or to assist their spouse in their work.
andhaving his or her place ofbusiness or residencelocatedinthelocalityoftheclub orthesurroundingarea.Anactivemember moving fromthe locality of the club or thesurroundingareamayretainmembershipintheclubwherethemember'sboard grantssuchpermissionandsaidactivemembercontinuestomeetallconditionsof club membership.
(b)Each club shall have a well-balanced membership in which no one business, profession or type of community servicepredominates.Theclub shall not elect a person to active membership froma classificationiftheclubalready has five or more members fromthat classification, unless the club has more than 50 members, in which case the club may elect a person to active membership in a classification solongasitwillnotresultintheclassification making up more than 10 percent of the club's active membership. Members who areretiredshallnotbeincludedin the total number of members in a classification.The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board,shallnotprecludeelection to active membership evenifthe election results inclubmembershiptemporarily exceeding the above limitations.If a member changes classification, the club may continuethemember'smembershipunderthe new classification notwithstanding these limitations.
(c)The bylaws of RI may provide for activemembershipandhonorarymembershipin clubs and shall prescribe the qualifications for each.
(d)Incountrieswheretheword"club"has an inappropriate connotation, Rotary clubs, withtheapprovaloftheboard,willnotbe obliged to use it in their names.
Section 3RatificationofConstitution and Bylaws.Everyclubgrantedacertificateof membershipinRIandacceptingthesame thereby accepts, ratifies, and agrees to be boundinallthings,notcontrarytolaw,bythisconstitutionandthebylawsofRI,and amendments thereto, andto faithfullyobservetheprovisionsthereof.
Section 4Exceptions.Notwithstanding any other provisionofthis constitution or of thebylawsofRIorthestandardclubconstitution,theboard,asapilotproject,may admit into membership or permit the reorganization of up to2001,000clubs with provisions in their constitutions not in accordance withthis constitution andbylawsofRI.Such pilotprojectmayextendforaperiodnotexceedingsixyears.Upontheconclusionof any such pilot project, the constitutions ofall clubs admitted into membership or permittedtoreorganize shallbethe standard clubconstitutionasineffect at that time.
Article 6 Board of Directors
Section 1How Constituted. The board of directors shall benineteeninnumber.The president of RI shall be a member and chairman of the board. The president-elect of RIshall be a member of theboard.Seventeen directorsshall be nominated and elected in accordancewiththeprovisionsofthebylaws.
Section 2Powers.The affairs and funds of RI shallbe under the direction and control ofthe board in conformity with this constitution and the bylaws and the Illinois General Not-for-Profit Corporation Act of 1986, andanyamendmentsthereto.Inexercising suchdirectionandcontroloverthefundsofRI, the board may, as fixed by the budget or budgetsprovidedforinthebylaws,expendinanyfiscalyearthecurrentincome and such amount fromthe general surplus fundas may be necessary to accomplish the purposes of RI. The board shall report tothenextconventionastothespecial conditionsunderwhichexpenditureshavebeen made fromthe surplus.The board shall atnotime incuranindebtednessinexcessofthethennetassetsofRI.
Section 3Secretary.ThegeneralsecretaryofRIshall be secretary of the board and shallhavenovoteintheproceedingsthereof.
Article 7 Officers
Section 1Titles. TheofficersofRIshallbepresident,president-elect,vice-president, treasurer, other directors, general secretary, district governors, and the president, immediate past president, vice-president andhonorary treasurer of RI in Great Britain and Ireland.
Section 2How Elected.The officers of RI shall be nominated and elected as provided in the bylaws.
Article 8 Administration
Section 1TheclubslocatedinGreatBritain,Ireland, the Channel Islands, and the Isle of Man shall comprise an administrative territorial unit of RI which shall be known as "RotaryInternationalinGreat Britain and Ireland" whose powers, purposes, andfunctionsshallbethoseset forthinthearticles ofconstitution ofRI in Great Britain andIreland, as approved by the council on legislationandintheconstitutionandbylawsof RI.
Section 2The administration of clubs shall beunder general supervision of the board together with one or other of the following formsof direct supervision, which shall be at all times in conformity with the provision ofthis constitutionand the bylaws:
(a)Supervisionofaclubbytheboard.
(b)Supervisionofclubsbyagovernorinaconstituteddistrict.
(c)Such supervision, as may be deemed advisablebytheboardandapprovedbythe councilonlegislation.
(d)Supervisionofclubsin Great Britain, Ireland, the ChannelIslands,andtheIsleof Man by RI in Great Britain and Ireland.
Section 3RI and clubsare encouraged to computerize their business operations to speed up and economize the operation of the Rotary organization.
Article 9 Convention
Section 1Time and Place.AconventionofRIshallbeheld annually within the last threemonthsofthefiscalyear,atatime and place to be determined by the board, subjecttochangebytheboardforgoodcause.
Section 2Special Conventions.In case of emergency, special conventions may be called by the president with the approval ofa majority of the members of the board.
Section 3Representation.
(a)Inanyconvention,eachclubshallbeentitledtoberepresentedbyatleastone delegate. Any club with a membership of more than fifty (50) shall be entitled to be represented by an additional delegate for each additional fifty of its members or majorfractionthereof.Forthispurpose, representation shall be determined on the basisofmembershipintheclubon31Decemberimmediatelyprecedingthe convention.Aclubmayauthorizeadelegateto cast one or more of the votes to which the club is entitled.
(b)Itshallbetheduty of each club to be representedateachconventionofRIeither by one of its own members as a delegateor by proxy and to vote on each proposal submitted for determination.
Section 4Delegates-at-Large.Each officer and each past president of RI, still holding membershipinaclub,shall bea delegate-at-large.
Section 5Electors and Voting.The duly accredited delegates, proxy holders, and delegates-at-large shall constitutethevotingbodyoftheconventionandshallbeknown as electors.Voting shall beas provided in the bylaws.
Article10CouncilonLegislation
Section 1Purpose.The council on legislation shallconstitutethelegislativebodyof RI.
Section 2Time and Place. Thecouncilonlegislationshallconvenetrienniallyin April,May,orJune,butpreferablyinApril.Theboardwilldeterminethedateand placeofthemeeting,providedthat,exceptforcompelling financial or other reasons as determined by a two-thirds vote of the entireboard, the meeting shallbeheldinthevicinityoftheRIworldheadquarters.
Section 3Procedures.Thecouncilshallconsider and act upon proposals which are dulysubmittedtoit,andits actionshallbesubjectonlytoactionbyclubsasprovidedin the bylaws of RI.
Section 4Membership.Themembershipofthecouncilshall be as provided in the bylaws.
Section 5ExtraordinaryMeetingtoAdopt Enactments and Resolutions.Theboard,by a 90 percent vote of the entire board, may determine that an emergency exists, such that anextraordinarymeetingofthecouncilonlegislationisrequiredinordertoadopt legislation.Theboardwilldeterminethetime and place for such a meeting and specify itspurpose.Suchameetingmayconsiderandactonlyuponlegislationproposedbythe board related to the emergency for which themeetingiscalled.Legislationtobe considered at such meetings is not subjecttothe submissiondeadlinesandprocedures specified elsewhere in the constitutional documents of RI, except that those procedures shallbe followedtotheextentthattimepermits.Anyaction of such a meeting of the councilshallbesubjectthereaftertoactionbythe clubs as provided in section 3 of this article.
Section 6Adopted Resolution.Withinoneyearoftheconclusionofthecouncilon legislation,theboardshallnotifyallgovernorsofanyboardactiontakeninregardto resolutionsadoptedbythecouncil.
Article11Dues
EveryclubshallpaysemiannuallytoRI,percapitaduesasprovidedinthebylaws.
Article 12Foundation
Section 1ThereshallbeaFoundationofRItobe established and operated in accordance with the provisions of the bylaws of RI.
Section 2All gifts, devises, or bequests ofmoney or property or incometherefrom received by RI and any surplus funds of RIas may be authorized by the convention shall become the property of the Foundation.
Article13MembershipTitleandInsignia
Section 1 – Active Members. Every activemember of a club shall be known as aRotarian,andshallbeentitledtowearthe emblem, badge, or other insignia of RI.
Section 2 – Honorary Members. Every honorary member of a club shall be known as an Honorary Rotarian, and shall be entitled to wear the emblem, badge, or other insignia of RI as long as that member holds honorary membership in the club.
Article14Bylaws
Bylawsnotinconsistentwiththisconstitutionembodyingadditionalprovisionsforthe governmentofRI,shallbeadopted,andmay be amended by thecouncilonlegislation.
Article 15 Interpretation
ThroughoutthisconstitutionandthebylawsofRI,andthestandardclubconstitutionthe following rules of constructionshallapply:Thewords"shall," "is," and "are" are mandatory, and the words "may" and "should"arepermissive.Pronounsofeitherthe masculineorfemininegendershallincludetheothergender.Theterminology"mail," "mailing," and "ballot-by-mail" will include utilization of electronic mail (e-mail) and internettechnologytoreducecostsandincreaseresponsiveness.
Article16Amendments
Section 1Circumstances.This constitution may be amended only by a two-thirds vote of those present and votinginthecouncilonlegislation.
Section 2Who May Propose.Amendments to this constitution may be proposed only by a club, by a district conference, by the generalcouncil RIBI Boardor theconference of RI in Great Britain and Ireland, by thecouncilonlegislation,orbytheboardinaccordance withtheprocedurescontainedinthebylaws.
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