THE ROTARY CLUB OF BURLINGTON CENTRAL ONTARIO
Club By-laws
(February, 2010)
BY-LAWS OF THE ROTARY CLUB
OF BURLINGTON CENTRAL, ONTARIO
1. MEMBERS, DIRECTORS AND OFFICERS
1.1. A Member of the Club is a Rotarian who continues to fulfill all of the requirements for membership in the Club and Rotary International including the payment of all dues and fees.
1.2. The governing body of this Club shall be a Board of Directors the members of which shall be elected by the members of the Club at the Annual General Meeting. The Board of Directors shall consist of Eleven (11) members of the Club, Five (5) of which shall be Officers of the Club, elected to the offices of President, President Elect/Vice President, Past President/Vice President, Secretary and Treasurer and Six (6) of which shall be elected as Directors at large without office.
1.3. The Officers of the Club shall be as follows:
President;
President Elect/Vice President;
Past President/Vice President;
Treasurer;
Secretary;
Sergeant at Arms.
1.4. Election of Officers and Directors shall take place, except as stated in Article 3.6 herein, as follows:
a. The Board of Directors shall appoint a nominating committee no later than the August Board meeting of each year. The Nominating Committee shall be composed of seven (7) Club members, one (1) of whom shall be a Past President of this Club as Chair, one (1) of whom shall be the President Elect, one (1) of whom shall be the Current President of the Club and four (4) of whom shall be Members with no less than four (4) years membership in the Club, are not currently members of the Board of Directors or a Past President of this Club and at least two (2) of whom shall have been past members of the Board of Directors. No person shall be eligible for service on the Nominating Committee for more than two consecutive years.
The names of the members of the Nominating Committee shall be announced to the Club no later than the end of August, and shall be published in the Club Bulletin.
The Nominating Committee shall elect a Chair from among its members.
b. The Nominating Committee shall prepare a slate of nominations of Members who are willing to stand for election for the positions of officers and directors of the Club that will become vacant at the end of the Rotary year. The nominations shall be announced by the first regular Club meeting in October. Members shall be advised that additional nominations may be made in accordance with the provisions of these by-laws. Additional nominations, duly proposed and seconded by Members, of a Member or Members who are willing to stand for election to the vacant positions may be made in writing at any time prior to the end of the third regular meeting in October, after which no additional nominations may be made. A list of nominations shall be announced at the last regular meeting of the Club in October. Notice of all nominations received shall be given to all Club Members in writing either by publication in the Club newsletter or by special notice. Such notification shall be delivered, e-mailed or mailed not later than the last day of October.
c. The election of Officers and At-large Directors shall be conducted at a regular meeting of the Club in November. This meeting shall be the Annual General Meeting of the Club. If there is only one nominee for any office, that person shall be declared elected by acclamation.
d. The election of Officers and At-Large Directors shall be by secret ballot (except for the case of election by acclamation in accordance with subsection c above). The election shall be conducted by the Chair of the Nominating Committee or, in the absence of the Chair, by such other member of the Committee as determined by the Committee. Other than in the case of a tie, the Chair of the Nominating Committee, or such other members of the Committee who conducts the election, shall not vote.
e. The Nominating Committee shall publish the rules governing an election in the Club Bulletin at least two weeks prior to the date of the meeting at which an election is to be conducted.
Campaigning, canvassing or electioneering by or on behalf of any candidate is not permitted. If candidates become aware of any such activities on their behalf, they shall immediately express their disapproval to those so engaged, and shall instruct them to terminate such activities.
f. Where a Club Member is unable to attend a meeting at which an election is to be conducted, the Member shall, on request to the Club Secretary, be given a ballot and an envelope identified only with a number. The Member shall return his or her marked ballot to the Club Secretary in the envelope provided. On election day the Club Secretary shall deposit the ballot(s) in the ballot box, and will advise the Chair of the Nominating Committee of the name or names of the Members on whose behalf he or she has deposited ballots in the ballot box so that they will be counted as having voted.
g. The Nominating Committee shall appoint three (3) scrutineers who are not members of the Committee, to count the ballots and to report to the Club Members the names of those individuals who were elected to the various positions.
In the case of a tie, the scrutineers shall, before reporting to the Club Members, so advise the Chair of the Nominating Committee, who shall then cast the deciding ballot.
h. Following the report of the scrutineers, the Chair of the Nominating Committee shall advise the Club Members that he/she would entertain a motion that the ballots be destroyed.
1.5 A vacancy on the Board of Directors or any office shall be filled by resolution of the Board until the end of the Rotary year.
1.6 A vacancy in the position of any officer elect or director elect shall be filled, by resolution of the Board of Directors on the recommendation of the Board of Directors Elect, until the end of the next Rotary year.
1.7 Officers and Directors shall be elected for a term of two years and may be re-elected for an additional term. No Officer or Director shall serve more than two consecutive terms. Notwithstanding the above, Officers serving in the capacity of President, President Elect/Vice President or Past President/Vice President shall be elected to a one year term and may serve on the Board for two or more consecutive terms.
2. MEETINGS OF BOARD OF DIRECTORS
All Members of the Club shall be entitled to attend Board meetings, but may not vote on any matter. From time to time the Board of Directors will be dealing with matters of privilege and confidentiality and in these instances the Board may elect to deal with such topics “In Camera”.
3. DUTIES OF OFFICERS
3.1. President: It shall be the duty of the President to preside at meetings of the Club and Board of Directors and to perform such duties as ordinarily pertain to this office and as prescribed by Rotary International and the Club membership from time to time.
3.2. President Elect/Vice President: It shall be the duty of either the President Elect/Vice President or the Past President/Vice President to preside at meetings of the Club and Board of Directors in the absence of the President and to perform such duties as ordinarily pertain to these offices and as prescribed by Rotary International and the Club membership from time to time.
3.3. Past President/Vice President: It shall be the duty of either the Past President/Vice President or the President Elect/Vice President to preside at meetings of the Club and Board of Directors in the absence of the President and and to perform such duties as ordinarily pertain to these officers and as prescribed by Rotary International and the Club membership from time to time.
3.4. 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 RI, including the semi-annual reports of membership which shall be made to the general secretary of RI on January 1st and July 1st of each year, and including prorated reports on October 1st and April 1st of each active, senior active and past service member who has been elected to membership in the Club since the start of the July or January semi-annual reporting period, the report of changes in membership, which shall be made to the RI website, the monthly report of attendance at the Club meetings which shall be made to the district website immediately following the last meeting of the month, collect and remit to RI subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to his/her office.
3.5. Treasurer: The Treasurer shall be responsible for the funds of the Club and reporting on same to the Club at least three times per annum including an annual report, and at such times as deemed necessary by the Board of Directors. The Treasurer shall perform such duties as usually pertain to the office. Upon expiration of the term of office the Treasurer shall immediately transfer all bank papers, deposit certificates, books and such other documents and papers relevant to the office to the Treasurer’s successor or the President.
3.5.1. From time to time the Board shall appoint another Club member who is financially competent, to conduct periodic reviews of the financial records and regular financial statements as well as the annual year-end financial statements.
- APPOINTMENTS
4.1 Sergeant-at-Arms:
a) The President Elect/Vice President shall at a date prior to June 1, submit for approval to the Board Elect the name of the President Elect/Vice President’s recommendation for Sergeant-at-Arms.
b) The duties of the Sergeant-at-Arms shall be such as are usually prescribed to the office and such other duties as may be prescribed by the President from time to time.
c) The Sergeant-at-Arms shall not by virtue of the office alone, be a member of the Board of Directors, although a Director at-large may also be the Sergeant-at-Arms.
4.2 Archivist
The President shall submit for approval to the Board the name of an Archivist to maintain records of Club events, activities, photographs, reports and Policies and Procedures. This record is preferably maintained in an electronic format. - MEETINGS
5.1. An annual meeting of this Club shall be held at a regular meeting of the Club in November as prescribed by the Board of Directors.
5.2. The regular weekly meeting of this Club shall be held on Thursday at 7:15 a.m. Due notice of changes in or cancellations of a regular meeting shall be announced at least one week prior to the change.
5.3. All Members excepting an honorary member (or Member excused by the Board of Directors of this Club, pursuant to article VII section 3. of the standard Rotary Club constitution) of this Club, on the day of the regular meeting, must be counted as present or absent, 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 other Rotary Club.
5.4. A simple majority of Members of the Club shall constitute a quorum at the annual, specially convened or regular meetings.
5.5. Regular meetings of the Board shall be held once per month at the call of the President. The President may call a special Board meeting on at least 12 hours notice. Where two or more members of the Board request a meeting such meeting will be called with due notice being served.
5.6. A simple majority of Board members shall constitute a quorum at meetings of the Board.
- FEES AND DUES
6.1. An initiation fee recommended by the Board of Directors and adopted by the membership in an annual, special or regular meeting duly constituted shall be paid before a proposed member will be accepted into Club membership.
6.2. Membership annual dues and an annual donation to The Rotary Foundation shall be as recommended by the Board of Directors from time to time and adopted by the membership in an annual, special or regular meeting of the Club. Dues and The Rotary Foundation donation are payable on or before July 1 annually. The Board in its discretion may resolve that in general or special cases dues may be payable semi-annually on July 1, and January 1. The Board in its discretion may resolve to pro-rate Membership Dues for new members. Non-payment of annual dues and/or The Rotary Foundation donation will result in forfeiture of membership, pursuant to the Constitution of the Club.
7. METHOD OF VOTING
The business of this Club shall be transacted by “viva voce” vote except the election of Officers and Directors and a vote on a major project, which shall be by secret ballot. A major project is one that requires significant financial commitment, usually over more than one year, and involves the Club in special fundraising activities. Such projects are likely to involve but are not restricted to, a commitment of $100,000 or more. Approval of a major project requires a vote in favour by at least two thirds of the votes cast. Approval of business transacted by "viva voce” vote requires a vote in favour by a simple majority of members present.
8. AVENUES OF SERVICE