Bylaws

Bylaws of the Rotary Club of Floyd

Approved September 2007

1. DEFINITIONS

1.1. Board.  As used in these Bylaws, the word “Board” shall refer to the Board of Directors of this Club.

1.2. Club.  As used in these Bylaws, the word “Club” shall refer to the Rotary Club of Floyd County.

1.3. Director.  As used in these Bylaws, the word “Director” shall refer to a member of this Club’s Board of Directors.

1.4. Member.  As used in these Bylaws, the word “Member” shall refer to a member, other than an honorary member, of this Club.

1.5. Rotary International.  As used in these Bylaws, the abbreviation “RI” shall refer to Rotary International.

1.6. Rotary Year.  As used in these Bylaws, the phrase “Rotary Year” shall refer to the twelve month period that begins on July 1.

2. MEMBERSHIP

2.1. Method of Electing Members.

2.1.1. The name of a prospective member, proposed by an active member of the club, shall be submitted to the Board through the Club secretary.

vA transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure.

2.1.2. The Board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary Club Constitution.

2.1.3. The Board shall approve or disapprove the proposal within 30 days of its submission, or as soon thereafter as reasonably practical, and shall notify the proposer, through the Club secretary, of its decision.  If the decision of the Board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form.

2.1.4 After the prospective member has signed the membership proposal, the prospective member’s name and proposed classification shall be announced to the Club at a regular meeting of Members as soon thereafter as reasonably practical.  At a regular meeting of Members as soon as reasonably practical subsequent to the aforesaid announcement, the Club shall vote on whether to elect the prospective member to the membership of the Club.

2.1.5. The Club may also elect honorary members in accordance with these Bylaws and the standard Rotary Club Constitution.

2.2. Fees and Dues.

2.2.1. The admission fee shall be $15 to be paid before the applicant can qualify as a member.

2.2.2. The membership dues shall be set by the Board and payable quarterly on the first day of July, October, January, and April, with the understanding that a portion of each quarterly payment shall be applied to each Member’s RI and district dues, Rotary insurance and legislative fees, subscription to the RI official magazine, and meals.

2.3. Leave of Absence. Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending the meetings of the Club for a specified period of time.  Such leave of absence shall operate to prevent a forfeiture of membership; however, such leave of absence does not give the Club credit for the Member’s attendance, except as provided in the standard Rotary Club Constitution.

3. MEETINGS OF MEMBERS

3.1. Regular Meetings.  The regular meetings of Members shall be held weekly at such place as the Board may set and give notice thereof to the Members.  As provided in the standard Rotary Club Constitution, the board may cancel a regular meeting if it falls on a legal holiday.

3.2. Annual Meeting.  The annual meeting of Members, for the election of Officers and Directors and transaction of such other business as may come before the meeting, shall be held on such date as the Board may designate from time to time, before December 31 of the Rotary Year or as soon thereafter as reasonably practical, and shall be held at the same time, day of the week, and location as that set for regular meetings of Members.

3.3. Quorum and Voting.  One-third (1/3) of the number of Members shall constitute a quorum for the transaction of business at any annual or regular meeting of Members.  Except as otherwise specifically provided in these Bylaws, the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members.

3.4. Order of Business.  The suggested order of business at a meeting of the Members is as follows: (a) meeting called to order, invocation, pledge of allegiance, and recitation of the Rotary four-way test; (b) introduction of visitors; (c) correspondence and announcements; (d) committee reports, if any; (e) old business; (f) new business; (g) program; (h) adjournment.

4. OFFICERS AND DIRECTORS

4.1. Officers.  The Officers shall consist of a President, President-Elect, Vice-President, Secretary, Treasurer, and Sergeant-At-Arms.  The duties of the Officers are as follows:

4.1.1. President.  It shall be the duty of the President to preside at meetings of the Club and the Board and to perform other duties as ordinarily pertain to the office of President.

4.1.2. President-Elect.  It shall be the duty of the president-elect to serve as a Director and to perform such other duties as may be prescribed by the President or the Board.

4.1.3. Vice-President.  It shall be the duty of the Vice-President to preside at meetings of the Club and the Board in the absence of the President, to arrange for programs at membership meetings, and to perform other duties as ordinarily pertain to the office of Vice-President.

4.1.4. Secretary.  It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of the Club, Board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on January 1 and July 1 of each year, and prorated reports on October 1 and April 1 of each active Member who has been elected to membership in the club since the start of the July or January semiannual reporting period; provide the monthly attendance report, which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of Secretary.

4.1.5. Treasurer.  It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Club annually and at any other time upon request by the Board, and to perform other duties as pertains to the office of Treasurer.  All bills shall be paid by the Treasurer or other authorized Officer only after approved by two other Officers or Directors.  The Treasurer shall present a written report, setting forth a list of receipts, disbursements, and account balances, to the Members at a regular meeting at least once quarterly.  Upon retirement from

office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts, and all other Club property.

4.1.6. Sergeant-at-Arms.  The duties of the Sergeant-at-Arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the President or the Board.

4.2. Board of Directors.

4.2.1. The business of the Club shall be managed under the direction of the Board, and, except as otherwise expressly provided by law, the standard Rotary Club Constitution, or these Bylaws, all of the powers of the Club shall be vested in such Board.

4.2.2. The Board shall prepare a budget of estimated income and expenditures for the Rotary Year, which shall stand as the limit of expenditures for the stated purposes, unless otherwise ordered by action of the Board.  The budget shall be split into two separate parts: one for club operations and one for charitable/service operations.

4.2.3. The members of the Board shall consist of ten (10) Members of this Club, specifically, the President, President-Elect, Vice-President, Secretary, Treasurer, the immediate past president, and four (4) other Members.

4.2.4. The immediate past president shall automatically serve as an ex-officio member of the Board, without the necessity of being elected; and, if the immediate past president fails or ceases to so serve, his failure to serve shall not constitute a vacancy on the Board.

4.3. Election of Officers and Directors.

4.3.1. Officers and Directors shall be elected by the Members at the annual meeting of Members.  Officers and Directors shall hold their offices until the end of the Rotary Year for which they were elected or until their successors are elected, whichever is later.

4.3.2. Nominations for the election of Officers and Directors may be made by the Board, by a nominating committee appointed by the Board, and by individual Members.

4.3.3 Any Officer or Director may be removed from office summarily with or without cause at any regular meeting of the Members by an affirmative vote of a majority of all Members.  Vacancies may be filled by the Members at any regular meeting of the Members.

4.4. Meetings of Directors.

4.4.1. Meetings.  Meetings of the Board may be called by the President or a majority of the Directors, and shall be held at such times and at such places as the person or persons calling the meetings shall designate.  Meetings of the Board may also be held via telephone or conference call, so long as all of the Directors on the telephone or conference call can hear and talk to each other at the same time, and Directors on such a conference call shall be deemed present for purposes of constituting a quorum and voting on resolutions.

4.4.2. Quorum and Voting.  A majority of the number of Directors shall constitute a quorum for the transaction of business.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

4.4.3. Notice of Meetings.  The Secretary or other officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by mail, messenger, facsimile, telephone, or in person of all meetings of the Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board.  Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting.  Notice is deemed properly given when received by the person to whom it is directed.

4.4.4. Written Consent of Members of the Board of Directors.  Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting and without prior notice, if all members of the Board consent thereto in writing and the writing or writings are filed with the Club minutes.

5. COMMITTEES

5.1. The President may form various committees at his or her discretion.  The President shall serve as an ex-officio member of all committees and may appoint the chairmen and members for each committee so constituted.  The duties of all committees shall be established and reviewed by the President for his or her Rotary Year.

5.2. The following is a basic committee structure that is recommended, but not mandatory:

5.2.1. Membership.  This committee should develop and implement a comprehensive plan for the recruitment and retention of members.

5.2.2. Public Relations.  This committee should develop and implement plans to provide the public with information about Rotary and to promote the Club’s service projects and activities.

5.2.3. Club Administration.  This committee should conduct activities associated with the effective operation of the Club.

5.2.4. Service Projects.  This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.

Rotary Foundation.  This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and program participation.

MISCELLANEOUS PROVISIONS

Amendment of Bylaws.  These bylaws may only be amended at any regular meeting of Members, by a majority vote of all Members, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting.  No amendment or addition to these bylaws may be made that is not in harmony with the standard Rotary Club Constitution and with the constitution and bylaws of RI.5.25. Rotary Foundation.  This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and program participation.

6. MISCELLANEOUS PROVISIONS

6.1. Amendment of Bylaws. These bylaws may only be amended at any regular meeting of Members, by a majority vote of all Members, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to these bylaws may be made that is not in harmony with the standard Rotary Club Constitution and with the constitution and bylaws of RI.