Constitution & bylaws 2019

 
2019 Constitution of the Rotary
E-Club of District 9650
 


TABLE OF CONTENTS

ARTICLE 1.     Definitions.

ARTICLE 2.     Name ………………………………………………..1

ARTICLE 3.     Purposes………………………………………….1

ARTICLE 4.     Locality of the Club………………………. 2

ARTICLE 5.     Object……………………………………………… 2

ARTICLE 6.     Five Avenues of Service……………….. 2

ARTICLE 7.     Meetings ……………………………………….. 3

Section 1.        Regular Meetings…………………………. 3

Section 2.        Annual Meeting…………………………….. 4

Section 3.        Board Meetings…………………………….. 4

ARTICLE 8.     Membership…………………………………… 4

Section 1.        General Qualifications………………….. 4

Section 2.        Types………………………………………………… 4

Section 3.        Active Members…………………………….. 4

Section 4.        Satellite Club Members………………… 4

Section 5.        Prohibited Dual Memberships……………….. 4

Section 6.        Honorary Membership…………………… 4

Section 7.        Exceptions…………………………………………. 5

ARTICLE 9.     Club Membership Composition…………………. 5

Section 1.        General Provisions………………………………. 5

Section 2.        Diverse Club Membership……………………. 5

ARTICLE 10.        Attendance…………………………………………… 5

Section 1.        General Provisions…………………………………… 5

Section 2.        Extended Absence While Working at a Distance………6

Section 3.        Absence Because of Other Rotary Activities…………… 6

Section 4.        RI Officers’ Absences…………………….. 7

Section 5.        Excused Absences…………………………. 7

Section 6.        Attendance Records……………………. 7

Section 7.        Exceptions……………………………………… 7

ARTICLE 11.        Directors and Officers and Committees…………………. 8

Section 1.        Governing Body………………………………… 8

Section 2.        Authority…………………………………………… 8

Section 3.        Board Action Final………………………….. 8

Section 4.        Officers……………………………………………… 8

Section 5.        Election of Officers…………………………. 8

Section 6.        Governance of a Satellite Club of This Club…………… 9

Section 7.        Committees……………………………………… 9

ARTICLE 12.        Dues……………………………………………. 10

ARTICLE 13.        Duration of Member………………… 10

Section 1.        Period………………………………………………. 10

Section 2.        Automatic Termination…………………. 10

Section 3.        Termination Non-payment of Dues………….. 10

Section 4.        Termination Non-attendance……………… 11

Section 5.        Termination — Other Causes…………………. 11

Section 6.        Right to Appeal, Mediate, or Arbitrate Termination.. 11

Section 7.        Board Action Final………………… 12

Section 8.        Resignation…………………………….. 12

Section 9.        Forfeiture of Property Interest…………….. 12

Section 10.     Temporary Suspension………………….. 12

ARTICLE 14.    Community, National, and International Affairs. 13

Section 1.        Proper Subjects…………….. 13

Section 2.        No Endorsements……………………….. 13

Section 3.        Non-Political……………………… 13

Section 4.        Recognizing Rotary’s Beginning…………… 13

ARTICLE 15.        Rotary Magazines………………….. 14

Section 1.        Mandatory Subscription…………….. 14

Section 2.        Subscription Collection……………… 14

ARTICLE 16.        Acceptance of Object and Compliance with Constitution and Bylaws……………. 14

ARTICLE 17.        Arbitration and Mediation……………….. 14

Section 1.        Disputes…………………………….. 14

Section 2.        Date for Mediation or Arbitration…………… 14

Section 3.        Mediation………………………….. 14

Section 4.        Arbitration………………………. 15

Section 5.        Decision of Arbitrators or Umpire…………. 15

ARTICLE 18.        Bylaws…………………………………… 15

ARTICLE 19.        Amendments…………………………… 15

Section 1.        Manner of Amending…………………. 15

Section 2.        Amending Article 2 and Article 4………….. 15

2019 CONSTITUTION OF THE ROTARY E-Club of District 9650

ARTICLE 1.   Definitions

ARTICLE 2.   Name
This organisation shall be the Rotary E-Club of District 9650
(Member of Rotary International).

ARTICLE 3.   Purposes

This club shall be a non-profit corporation.

The purposes of this club are to:

  • pursue the Object of Rotary;
    • carry out successful service projects based on the five Avenues of Service;
    • contribute to the advancement of Rotary by strengthening membership;
    • support The Rotary Foundation; and
    • develop leaders beyond the club level.

In so far as the provisions of the law of the State of New South Wales, under which the club is incorporated, and of Australia, shall permit, the club shall operate in a manner consistent with the constitution and by-laws of Rotary International.

This incorporated association shall have the authority to adopt such bylaws as may be consistent with the purposes enumerated herein and consistent with the law of the State of New South Wales and of Australia.

ARTICLE 4.   Locality of the Club

The locality of this club is: Online throughout Australia but based in Rotary District 9650

ARTICLE 5.   Object

The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:

First.           The development of acquaintance as an opportunity for service;

Second.      High ethical standards in business and professions, the recognition of the worthiness of all useful occupations, and the dignifying of each Rotarian’s occupation as an opportunity to serve society;

Third.          The application of the ideal of service in each Rotarian’s personal, business, and community life;

Fourth.        The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.

ARTICLE 6.   Five Avenues of Service

Rotary’s five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.

  1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.
  2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations.  The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles and lending their vocational skills to club-developed projects in order to address the issues and needs of society.
  3. Community Service, the third Avenue of Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
  4. International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.
  5. Youth Service, the fifth Avenue of Service, recognizes the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.

ARTICLE 7.   Meetings

    • Day and Time.  This club shall hold a regular weekly meeting on the day and time set in the bylaws.
    • Method of Meeting.  Attendance may be in person, by telephone, online, or through an online interactive activity.  An interactive meeting shall be considered to be held on the day that the interactive activity is posted.
    • Change of Meeting.  For good cause, the board may change a regular meeting to any day between the preceding and following regular meetings, to a different time of the regular day, or to a different place.
    • Cancellation.  The board may cancel a regular meeting for these reasons:
      • a holiday, or during a week that includes a holiday;
      • in observance of the death of a member;
      • an epidemic or a disaster that affects the whole community; or
      • an armed conflict in the community.

The board may cancel up to four regular meetings a year for causes not listed here, but may not cancel more than three consecutive meetings.

  • Satellite Club Meeting (When Applicable).  If provided in the bylaws, a satellite club shall hold regular weekly meetings at a day, time, and place decided by its members.  The day, time, and place of the meeting may be changed in a way similar to that provided for the club’s regular meetings in section 1(c) of this article.  A satellite club meeting may be cancelled for the reasons in section 1(d) of this article.  Voting procedures shall be as provided in the bylaws.
    • Exceptions.  The bylaws may include provisions that are not in accordance with this section.  A club, however, must meet at least twice per month.
    • An annual meeting to elect officers and present a mid-year report, including current year income and expenses, together with a financial report on the previous year, shall be held before 31 December, as provided in the bylaws.
    • A satellite club shall hold an annual meeting of its members before 31 December to elect officers for the satellite club.

Within 60 days after all board meetings, written minutes should be available to all members.

ARTICLE 8.   Membership

This club shall be composed of adult persons who demonstrate good character, integrity, and leadership; possess good reputation within their business, profession, and/or community; and are willing to serve in their community and/or around the world.

This club shall have two types of membership, active and honorary.  Clubs may create other types in accordance with section 7 of this article.  These members are reported to RI as either active or honorary.

A person who possesses the qualifications in article 5, section 2 of the RI constitution may be elected as an active club member.

Members of a satellite club of this club shall also be members of this club until the satellite club is admitted to RI membership as a Rotary club.

No member shall simultaneously

  • belong to this and another club other than a satellite of this club, or
    • be an honorary member in this club.

This club may elect honorary members for terms set by the board, who shall:

  • be exempt from paying dues;
    • not vote;
    • not hold any club office;
    • not hold classifications; and
    • be entitled to attend all meetings and enjoy all other privileges in the club, but have no rights or privileges in any other club, except to visit without being a
    • Rotarian’s guest.

The bylaws may include provisions that are not in accordance with article 8, sections 2 and 4 – 6.

ARTICLE 9.   Club Membership Composition

Each member shall be classified in accordance with the member’s business, profession, occupation, or community service.  The classification shall describe the principal and recognized activity of the member’s firm, company, or institution, the member’s principal and recognized business or professional activity, or the nature of the member’s community service activity.  The board may adjust a member’s classification if the member changes positions, professions, or occupations.

This club’s membership should represent a cross section of the businesses, professions, occupations, and civic organizations in its community, including age, gender, and ethnic diversity.

ARTICLE 10.                Attendance

Each member should attend this club’s regular meetings, or its satellite club’s regular meetings, and engage in this club’s service projects, events, and other activities.  A member shall be counted as attending a regular meeting if the member:

  • is present in person, by telephone, or online for at least 60 percent of the meeting;
    • is present but called away unexpectedly and later presents to the board satisfactory evidence that leaving was reasonable;
    • participates in the regular online meeting or interactive activity posted on the club’s website within one week after its posting; or
    • makes up the absence in any of the following ways within the same year:
      • Attends at least 60 percent of the regular meeting of another club, a provisional club, or a satellite of another club;
      • Is present at the time and place of a regular meeting or satellite club meeting of another club for the purpose of attending, but that club is not meeting at that time or place;
      • Attends and participates in a club service project or a club-sponsored community event or meeting authorized by the board;
      • Attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned;
      • Participates through a club website in an online meeting or interactive activity;
      • Attends a regular meeting of a Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club,
      • Rotary Community Corps, or Rotary Fellowship; or
      • Attends an RI convention, a council on legislation, an international assembly, a Rotary institute, any meeting convened with the approval of the RI board of directors or the RI president, a multizone conference, a meeting of an RI committee, a district conference, a district training assembly, any district meeting held at the direction of the RI board, any district committee meeting held by direction of the governor, or a regularly announced intercity meeting of clubs.

If a member works on a distant assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment replaces attendance at the regular meetings of the member’s club, if the two clubs agree.

An absence does not require a make-up if, at the time of the meeting, the member is:

  • Traveling with reasonable directness to or from one of the meetings specified in sub-subsection (1)(c)(7);
    • Serving as an officer or member of an RI committee or as a TRF trustee;
    • Serving as the special representative of the governor in forming a new club;
    • On Rotary business in the employ of RI;
    • Directly and actively engaged in a district-sponsored, RI-sponsored, or TRF- sponsored service project in a remote area, where making up attendance is impossible; or
    • Engaged in Rotary business duly authorized by the board, which precludes attendance at the meeting.

An absence shall be excused if the member is a current RI officer or a Rotarian partner of a current RI officer.

A member’s absence shall be excused if:

  • The board approves it for reasons, conditions, and circumstances it considers good and sufficient.  Such excused absences shall not last longer than 12 months.  However, if a leave is taken for medical reasons, follows the birth or adoption of a child, or takes place during foster care of a child, the board may extend it beyond the original 12 months.
    • The sum of the member’s age and years of membership in one or more clubs is 85 years or more, the member has been a Rotarian for at least 20 years, the member has notified the club secretary in writing of a desire to be excused from attendance, and the board has approved.

When a member whose absences are excused under subsection 5(a) of this article does not attend a club meeting, the member and the absence shall not be included in the attendance records.  If a member whose absences are excused under section 4 or subsection 5(b) of this article attends a club meeting, the member and the attendance shall be included in this club’s membership and attendance figures.

The bylaws may include provisions not in accordance with article 10.

ARTICLE 11.                Directors and Officers and Committees

The governing body of this club is the board, as provided in the bylaws.

The board has general control over all officers and committees and, for good cause, may declare any office vacant.

In all club matters, the decision of the board is final, subject only to an appeal to the club.  However, when the board decides to terminate membership, the member, according to article 13, section 6, may appeal to the club, request mediation, or request arbitration.  An appeal to reverse a board decision requires a two-thirds vote of the members present at a regular meeting specified by the board, provided that a quorum is present, and the secretary has given notice of the appeal to each member at least five days before the meeting.  The club’s action on an appeal is final.

The club officers shall be a president, the immediate past president, a president-elect, a secretary, and a treasurer and may also include one or more vice-presidents, all of whom shall be members of the board.  The club officers may also include a sergeant-at-arms, who may be a member of the board, if the bylaws provide.  Each officer and director shall be a member in good standing of this club.  Club officers shall regularly attend satellite club meetings.

    • Terms of Officers other than President.  Each officer shall be elected as provided in the bylaws.  Except for the president, each officer takes office on 1 July immediately following election and serves for the term of office or until a successor is elected and qualified.
    • Term of President.  A president-nominee shall be elected as provided in the bylaws, at least 18 months but not more than two years before the day of taking office as president.  The nominee becomes president-elect on 1 July in the year before taking office as president.  The president takes office on 1 July and serves a period of one year.  When a successor is not elected, the current president’s term is extended for up to one year.
    • Qualifications of President.  A candidate for president must be a member of this club for at least one year before being nominated, unless the governor determines that less than a full year satisfies this requirement.  The president-elect shall attend the presidents-elect training seminar and the training assembly unless excused by the governor-elect.  If excused, the president-elect shall send a club representative.  If the president-elect does not attend the presidents-elect training seminar and the training assembly and has not been excused by the governor-elect or, if excused, does not send a club representative to these meetings, the
    • president-elect shall not serve as club president.  The current president then shall continue to serve until the election of a successor who has attended a presidents- elect training seminar and training assembly or training deemed sufficient by the governor-elect.
    • Satellite Club Oversight.  This club shall provide general oversight and support of a satellite club as deemed appropriate by the board.
    • Satellite Club Board.  For day-to-day governance, a satellite club shall have an annually elected board, drawn from its members and comprising the officers of the satellite club and four to six other members as the bylaws shall provide.  The highest officer of the satellite club shall be the chair, and other officers shall be the immediate past chair, the chair-elect, the secretary, and the treasurer.  The satellite board shall be responsible for the day-to-day organization and management of the satellite club and its activities, in accordance with Rotary rules, requirements, policies, aims, and objectives, under the guidance of this club.  It shall have no authority within, or over, this club.
    • Satellite Club Reporting Procedure.  A satellite club shall annually submit to the president and board of this club a report on its membership, activities, and programs, accompanied by a financial statement and audited or reviewed
    • accounts, for inclusion in this club’s reports for its annual general meeting and any other reports that may, from time to time, be required by this club.

This club should have the following committees:

  • Club Administration;
    • Membership;
    • Public Image;
    • Rotary Foundation; and
    • Service Projects.

The board or president may appoint additional committees as needed.

ARTICLE 12.                Dues

Every member shall pay annual dues as prescribed in the bylaws.

ARTICLE 13.                Duration of Membership

Membership shall continue during the existence of this club unless terminated as provided below.

    • Exceptions.  Membership shall automatically terminate when a member no longer meets the membership qualifications, except that when a member moves from the locality of this club or the surrounding area, but continues to meet all conditions of club membership, the board may:
      • Allow a member to remain in this club; or
      • Grant a special leave of absence, not to exceed one year, to enable the member to visit and become known to a club in the new community.
    • Rejoining.  When a member in good standing has their membership terminated as described in subsection (a), that person may apply for membership again, under the same or another business, profession, occupation, community service, or other classification.
    • Termination of Honorary Membership.  Honorary membership shall automatically terminate at the end of the term of membership set by the board, unless extended.  The board may revoke an honorary membership at any time.
    • Process.  Any member who fails to pay dues within 30 days after they are due shall be notified in writing by the secretary.  If the dues are not paid within 10 days after the notification, the board may terminate membership, at its discretion.
    • Reinstatement.  The board may reinstate the former member to membership if the former member requests and pays all debts to this club.
    • Attendance Percentages.  A member must:
      • attend or make up at least 50 percent of regular club meetings or satellite club meetings; engage in club projects, events, and other activities for at least 12 hours in each half of the year; or achieve a proportionate combination of both; or
      • attend at least 30 percent of this club’s regular meetings or satellite club meetings or engage in club projects, events, and other activities in each half of the year (assistant governors, as defined by the RI board of directors, shall be excused from this requirement).

A member who fails to attend as required may be terminated unless the board consents to the non-attendance for good cause.

  • Consecutive Absences.  Non-attendance may be considered a request to terminate membership in this club, if a member fails to attend or make up four consecutive regular meetings, unless otherwise excused by the board for good and sufficient reason or pursuant to article 10, sections 4 or 5.  After the board notifies the member, the board, by a majority vote, may terminate the member’s membership.
    • Exceptions.  The bylaws may include provisions not in accordance with article 13, section 4.
    • Good Cause.  The board may terminate the membership of any member who ceases to have the qualifications for club membership or for any good cause by a vote of at least two-thirds of the board members present and voting, at a meeting called for that purpose.  The guiding principles for this meeting shall be article 8, section 1; The Four-Way Test; and the high ethical standards of a Rotarian.
    • Notice.  Before the board acts under subsection (a) of this section, the member shall be given at least 10 days’ written notice and an opportunity to respond in writing to the board.  Notice shall be delivered in person or by registered letter to the member’s last known address.  The member has the right to appear before the board to state his or her case.
    • Notice.  Within seven days after the board’s decision to terminate or suspend membership, the secretary shall notify the member in writing.  Within 14 days after the notice, the member may give written notice to the secretary of an appeal to the club or a request for mediation or arbitration.  The procedure for mediation or arbitration is provided in article 17.
    • Appeal.  In the event of an appeal, the board shall set a date for the hearing at a regular club meeting held within 21 days after receipt of the notice of appeal.  At least five days’ written notice of the meeting and its special business shall be given to every member.  Only members shall be present when the appeal is heard.  The action of the club is final and binding on all parties and shall not be subject to arbitration.

Board action shall be final if no appeal to this club is taken and no arbitration is requested.

A member’s resignation from this club shall be in writing, addressed to the president or secretary.  The board shall accept the resignation unless the member owes debt to this club.

Any person whose club membership is terminated in any manner shall forfeit all interest in any funds or other property of this club if, under local laws, the member acquired any right to them upon joining the club.

  • Section 10.    Temporary Suspension.

Notwithstanding any provision of this constitution, if in the opinion of the board:

  • credible accusations are made that a member has refused or neglected to comply with this constitution, or is guilty of conduct unbecoming a member or harmful to the club; and
    • those accusations, if proved, constitute good cause for terminating the membership of the member; and
    • no action should be taken on the membership of the member, pending the outcome of a matter or an event that the board believes should properly occur first; and
    • it is in the best interests of the club to temporarily suspend the member without a vote on the member’s membership and to exclude the member from attendance at meetings and other club activities and from any club office or position;

the board may, by at least a two-thirds vote, temporarily suspend the member for a reasonable period up to 90 days and with any other conditions the board sets.  A suspended member may appeal the suspension or may request mediation or arbitration as provided in section 6 of this article.  During the suspension, the member shall be excused from attendance requirements.  Before the suspension ends, the board must either move to terminate the suspended Rotarian or reinstate the Rotarian to full regular status.

ARTICLE 14.                14 Community, National, and International Affairs

Any public question involving the welfare of the community, the nation, and the world is a proper subject of fair and informed discussion at a club meeting.  However, this club shall not express an opinion on any pending controversial public measure.

This club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate.

    • Resolutions and Opinions.  This club shall neither adopt nor circulate resolutions or opinions and shall not take action dealing with world affairs or international policies of a political nature.
    • Appeals.  This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.

The week of the anniversary of Rotary’s founding, 23 February, is World Understanding and Peace Week.  During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and throughout the world.

ARTICLE 15.                Rotary Magazines

Unless this club is excused by the RI board of directors, each member shall subscribe to an official magazine.  Two Rotarians who reside at the same address may subscribe jointly to an official magazine.  The subscription fee shall be paid on the dates set by the board for the payment of per capita dues for the duration of membership in this club.

The subscription fee shall be collected by this club from each member in advance and remitted to RI or to the office of a regional publication as determined by the RI board of directors.

ARTICLE 16.                Acceptance of Object and Compliance with Constitution and Bylaws

By paying dues, a member accepts the principles of Rotary expressed in its object and agrees to comply with and be bound by the club constitution and bylaws.  On these conditions alone is a member entitled to the privileges of this club.  Each member shall be subject to the terms of the club constitution and bylaws whether or not the member has received copies of them.

ARTICLE 17.                Arbitration and Mediation

Any dispute between any current or former member(s) and this club, any club officer, or the board, except a decision of the board, shall, upon a request to the secretary by any disputant, be resolved by either mediation or arbitration.

Within 21 days after receipt of the request, the board shall, in consultation with the disputants, set a date for the mediation or arbitration.

The procedure for mediation shall be:

  • recognized by an appropriate authority with national or state jurisdiction; or
    • recommended by a competent professional body whose recognized expertise covers alternative dispute resolution; or
    • recommended in documented guidelines determined by the RI board or TRF Trustees.

Only Rotarians may be mediators.  The club may ask the governor or the governor’s representative to appoint a mediator with appropriate mediation skills and experience.

  • Mediation Outcomes.  The outcomes or decisions agreed to by the disputants after mediation shall be recorded and copies given to each party, the mediator or mediators, and the board.  A summary statement acceptable to the parties shall be prepared for the information of the club.  Any disputant, through the president or secretary, may call for further mediation if a party has retracted significantly from the mediated position.
    • Unsuccessful Mediation.  If mediation is requested but is unsuccessful, any disputant may request arbitration, as provided in section 1 of this article.

In the event of a request for arbitration, each disputant shall appoint a Rotarian as an arbitrator and the arbitrators shall appoint a Rotarian as an umpire.

The decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and not be subject to appeal.

ARTICLE 18.                Bylaws

This club shall adopt bylaws that are consistent with the RI constitution and bylaws, with the rules of procedure for an administrative territorial unit, where established by RI, and with this constitution, to give additional provisions for the government of this club.  The bylaws may be amended as they provide.

ARTICLE 19.                Amendments

Except as provided in section 2 of this article, this constitution may be amended only by a majority vote of those voting at the council on legislation.

Article 2, Name, and article 4, Locality of the Club, may be amended at any regular club meeting, if a quorum is present, by at least a two-thirds vote of all voting members.  Notice of the proposed amendment shall be given to each member and the governor at least 21 days before the meeting.  The amendment shall be submitted to the RI board of directors and becomes effective only when approved.  The governor may offer an opinion to the RI board of directors about the proposed amendment.

 
RECOMMENDED ROTARY CLUB BYLAWS 2019 ROTARY E-Club of
District 9650
 

TABLE OF CONTENTS

ARTICLE 1.     Definitions………………………………………. 1

ARTICLE 2.     Board………………………………………………. 1

ARTICLE 3.     Elections and Terms of Office……………………. 2

ARTICLE 4.     Duties of the Officers…………. 2

ARTICLE 5.     Meetings………………………………………. 3

ARTICLE 6.     Dues…………………………………………. 3

ARTICLE 7.     Method of Voting……………………………… 3

ARTICLE 8.     Committees……………………………………… 4

ARTICLE 9.     Finances……………………………………….. 4

ARTICLE 10.        Method of Electing Members……………. 4

ARTICLE 11.        Amendments…………………………………. 5

Bylaw 12     Resolutions……………………………………… 5

Bylaw 13     Associations Incorporation Act 2009 (NSW) (“the Act”) and other Legislation……. 5

Bylaw 16     Charitable Fundraising Act 1991 (NSW) (“the Fundraising Act”)……………………………….. 8

RECOMMENDED ROTARY CLUB BYLAWS 2019

Bylaws of the Rotary E-Club of District 9650

Club bylaws supplement the Standard Rotary Club Constitution and establish common club practices.  The bylaws in this document are recommendations.  Customize them to reflect your club’s practices and confirm that they are not in conflict with the RI Constitution and Bylaws, the Standard Rotary Club Constitution (except where permitted), and the Rotary Code of Policies.  Articles that your club is required to include are noted below.

These bylaws have been modified from those recommended by RI and have been changed by this club to meet its own conditions and some of the requirements of the laws of NSW, on the basis that such changes are not out of harmony with the club’s constitution or with the constitution and bylaws of Rotary International.

    1. The 12-month period that begins on 1 July

The governing body of this club is its board of directors, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, and treasurer.

The Standard Rotary Club Constitution requires a club’s bylaws to include article 2.  The officers listed above are required to be members of the club board.  Your club’s board may have additional members, such as the vice president, the president-nominee, sergeant-at-arms, or other directors.  If your club has satellite clubs, list their club board members in this article, also.

  1. One month before elections, members nominate candidates for president, vice president, secretary, treasurer, and any open director positions.  The nominations may be presented by a nominating committee, by members from the floor, or both.
  2. The candidate who receives a majority of the votes for each office is declared elected to that office.
  3. If any officer or board member vacates his or her position, the remaining members of the board will appoint a replacement.
  4. If any officer-elect or director-elect vacates a position, the remaining members of the board-elect will appoint a replacement.
  5. The terms of office for each role are:

President — one year with an additional term of one year when the successor has not been elected.

Vice President —  one year but variable

Treasurer —  one year but variable

Secretary —  one year but variable

Director —  one year but variable

The Standard Rotary Club Constitution requires that your club’s bylaws specify an election process.  If a nominating committee is used, include details of how it is appointed.  The term of office for a club president is specified as one year in the Standard Rotary Club Constitution.

  1. The president presides at club and board meetings.
  2. The immediate past president serves as a director on the club board.
  3. The president-elect prepares for his or her year in office and serves as a director.
  4. The vice president presides at club and board meetings when the president is absent.
  5. A director attends club and board meetings.
  6. The secretary keeps membership and attendance records.
  7. The treasurer oversees all funds and provides an annual accounting of them.
  8. The sergeant-at-arms maintains order in club meetings.

See Rotary club leader manuals for details on the roles of club officers.

  1. An annual meeting of this club is held no later than 31 December to elect the officers and directors who will serve for the next Rotary year.
  2. This club meets as follows:  On-line each second and fourth Thursdays of the month

Reasonable notice of any change or cancellation of the regular meeting will be given to all club members.

Rotarians can make up for an absence by using the online recording of the meeting or at any other Rotary club within the same Rotary year.

  • Board meetings are held as required following a normal meeting on-line.  Special meetings of the board are called with reasonable notice by the president or upon the request of two directors.

The Standard Rotary Club Constitution requires club bylaws to include article 5, section 2.

Annual club dues are $260.  They are paid as follows: Annually or bi-annually as negotiated

Annual club dues include RI per capita dues, a subscription to The Rotarian or Rotary Down Under, district per capita dues, club fees, and any other Rotary or district per capita assessment.

RI semi annual dues are $34.50 per half year in 2020-2021, $35.00 per half year for 2021-2022, and $35.50 per half year for 2022-2023

The Standard Rotary Club Constitution requires club bylaws to include article 6.

The business of this club is conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot.  The board may also provide a ballot for a vote on some resolutions.

  1. Club committees coordinate their efforts to achieve the club’s annual and long- term goals.  Each club should have, as a minimum, the committees listed in article 11, section 7, of the Standard Rotary Club Constitution, namely Club Administration, Membership, Public Image, Rotary Foundation; and Service Projects Committees.
  2. The president is an ex officio member of all committees and, as such, has all the privileges of membership.
  3. Each committee’s chair is responsible for the regular meetings and activities of the committee, supervises and coordinates its work, and reports to the board on all committee activities.
  4. Before each fiscal year starts, the board prepares an annual budget of estimated income and expenditures.
  5. The treasurer deposits club funds in a financial institution or institutions designated by the board, divided into two accounts: one for club operations and one for service projects.
  6. Bills are paid by the treasurer or another authorized officer and approved by two other officers or directors.
  7. A qualified person conducts a thorough annual review of all financial transactions.
  8. Club members will receive an annual financial statement of the club. The annual meeting for the election of officers includes the club’s mid-year financial report with current and previous year income and expenses.
  9. The fiscal year is from 1 July to 30 June.
  10. A member proposes a candidate for membership to the board, or another club proposes one of its transferring or former members.
  11. The board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.
  12. If the board approves the candidate’s membership, the prospective member is invited to join the club.

A process to address objections raised by current members may also be included here.

These bylaws may be amended at any regular club meeting.  Changing the club bylaws requires sending written notice to each member 10 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change.  Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.

Bylaw 12        Resolutions

  • Any resolutions or motions to commit the club to any position or action shall first be reviewed and approved by the Board.  If resolutions or motions are first offered at a club meeting, they shall be sent to the Board without discussion.
  • A resolution is passed by this club as a special resolution if:
    • at a meeting of the club of which notice has been given to the members no later than 21 days before the date on which the meeting is held; or
    • in such other manner as the Secretary as defined in the Act may direct,

it is supported by at least three-quarters of the votes cast by members of the club present at the meeting who, under the club’s rules, are entitled to vote on the proposed resolution, and is otherwise made in compliance with section 39 of the Act.

  • A special resolution shall be required by the club:
    • Upon a voluntary winding up;
    • In a distribution of surplus property or
    • Upon cancellation of incorporation.

Bylaw 13        Associations Incorporation Act 2009 (NSW) (“the Act”) and other Legislation

  • Register of Members
    • The public officer of the club must establish and maintain a register of members of the club specifying the name and postal or residential address of each person who is a member of the club together with the date on which the person became a member.
    • The register of members shall be kept in New South Wales:
      • at the main premises of the club, or
      • if the club has no premises, at the club’s official address.
    • The register of members must be open for inspection, free of charge, by any member of the club at any reasonable hour.
    • A member of the club may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
    • If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
    • A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
      • the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the club or other material relating to the club, or
      • any other purpose necessary to comply with a requirement of the Act or the Regulation.
  • Members’ Liabilities.  The liability of a member of the club to contribute towards the payment of the debts and liabilities of the club or the costs, charges, and expenses of the winding up of the club is limited to the amount, if any, unpaid by the member in respect of membership of the club as required by Bylaw 6 of these bylaws.
  • Notice.  Except if the nature of the business proposed to be dealt with at any meeting of the club requires a special resolution, seven (7) days prior notice of the time, date and place of all general meetings of the club shall be given to members by publication in the weekly club bulletin and details shall be included of the nature of the meeting, and of any notices of motion therefor, that may have been delivered to the secretary.
  • Notice of Special Resolutions.  A notice required under Bylaw 12, Section 3 above must include the terms of the resolution and a statement to the effect that the resolution is intended to be passed as a special resolution.
  • Postal and Proxy Votes.  No postal or proxy votes are permitted on any resolution considered at a general meeting.
  • Public Officer.  For the purpose of the Act and the Regulation, the secretary of the club shall also be the public officer unless the Board by resolution appoints some other person to that position.
  • Custody & Inspection of Books
    • Except as otherwise provided by these bylaws, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the club.
    • The following documents must be open to inspection, free of charge, by a member of the club at any reasonable hour:
      • records, books and other financial documents of the club,
      • the Constitution and these bylaws,
      • minutes of all Board and committee meetings and general meetings of the club.
    • A member of the club may obtain a copy of any of the documents referred to in this subclause on payment of a fee of not more than $1 for each page copied.
  • Service of Notices
    • For the purpose of these bylaws, a notice may be served on or given to a person:
      • by delivering it to the person personally, or
      • by sending it by pre-paid post to the address of the person, or
      • by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice, or
      • in the case of a member of the club, except for a special resolution, by publication in the weekly club bulletin.
    • For the purpose of these bylaws, a notice is taken, unless the contrary is proved, to have been given or served:
      • in the case of a notice given or served personally, on the date on which it was received by the addressee, and
      • in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
      • in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which it was sent produces a report indicating that the notice was sent on a later date, on that date, and
      • in the case of a notice published in the weekly club bulletin, on the day of meeting for which the bulletin was produced.
  • Application of Assets and Income.  The assets and income of the club shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to the club or members except as bona fide remuneration for services rendered or reimbursement for expenses incurred on behalf of the club.
  • Winding Up.  In the event of the club being dissolved, the amount which remains after such dissolution and the satisfaction of all debts and liabilities, shall be paid and applied by the Board in accordance with their powers to any fund, institution or authority which has similar objects and which has rules prohibiting the distribution of its assets and income to its members; and in accordance with the Act.
  • Financial Year.  The financial year of the club is:
    • the period of time commencing on the date of incorporation of the club and ending on the following 30 June, and
    • each period of 12 months after the expiration of the previous financial year of the club, commencing on 1 July and ending on the following 30 June.
  • Sources of funds.  The funds of the club shall be derived from admission fees (if any), annual membership dues, donations, fund raising activities undertaken by the club and any other sources as the Board may determine.

Bylaw 16        Charitable Fundraising Act 1991 (NSW) (“the Fundraising Act”)

  • Application.  This bylaw applies while the club holds an authority to fundraise for a charitable purpose under the Fundraising Act.
  • Compliance.  The club shall comply with such of the provisions of the Fundraising Act and the regulations thereunder as are applicable to it.
  • Conflict of Laws.  Where any conflict arises between the provisions of the constitution or bylaws of the club and the Fundraising Act and the regulations thereunder, the latter shall apply.
  • Complaints and Grievances; Mechanism For.  In the event of a complaint being made by a member of the public or a grievance received from an employee of the club:
    • The secretary shall, within seven (7) days from the date of receiving the complaint or grievance, appoint a time and place where a representative of the club and the complainant shall meet for the purpose of attempting to resolve the complaint.  The time for such meeting shall not be more than fourteen (14) days from the receipt of the complaint by the club.
    • Where the representative of the club and the complainant cannot reach a satisfactory resolution of the complaint or grievance the parties shall, within seven (7) days from the date of such meeting, submit the complaint or grievance to an independent person to be agreed or in the absence of agreement to be nominated by the governor of Rotary International District 9650.  The decision of the independent person so agreed upon or appointed shall be final and binding upon the parties.  Each party shall bear its own costs.