By-Laws

ROTARY CLUB OF BARRIE-KEMPENFELT

Bylaws, February 2018 

Article 1 – Definitions

1. Board:                The club’s Board of Directors
2. Director:                A member of the club’s Board of Directors
3. Officers:                Include: Past-President, President, President-Elect, Treasurer, Secretary
4. Member:                A member of the club, other than an honorary member
5. Quorum:                The minimum number of participants who must be present when a vote is taken:

One-third of club’s members for club decisions and a majority of the directors for club board decisions

6.  RI:                Rotary International
7.  Fiscal Year:        The 12-month period that begins July 1

Article 2  - Election of Directors and Officers

Section 2.1 -  At a regular meeting at least one month prior to the annual meeting, the President shall advise the members that nominations for the following year’s Board of Directors should be forwarded to the nomination committee. The nominating committee may be appointed by the Board but would normally consist of the Past-President, President and President-Elect.  The nominating committee will receive all nominations.  In addition, it will review current membership to propose members for all positions of the Board.  

If there are no multiple nominations for Board positions, a slate of Directors and Officers will be presented at the annual meeting.  Before calling a vote on the slate of nominations there shall be a further call for nominations from the floor at the annual meeting.  

If there are no multiple nominations, for any Board position there will be a vote on the slate presented.

If there are multiple nominations for any Board position all nominations for the position shall be placed alphabetically on a ballot and voted on.  The President shall appoint someone not currently on the Board or a nominee to act as scrutineer to advise members of the outcome of the vote.

The President-elect elected shall serve as an ex-officio member of the Board as President-Elect for the year commencing on the first day of July following the election, and shall automatically and without further vote assume office as President on the first day of July the year immediately following.

Section 2.2 - The Officers and Directors, so elected, together with the past-President and President shall constitute the Board of Directors for the following fiscal year.

Section 2.3 - A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board.

Section 2.4 - A vacancy in the position of any Officer-elect or Director-elect shall be filled by action of the remaining members of the Board of Directors-elect.

Article 3 - Board of Directors 

Section 3.1 - Number.  The governing body of the club shall be the Board of Directors consisting of ten  (10) members of the club, namely, the President, Past-President, and eight (8) directors elected in accordance with Article 2, Section 2.1, of these Bylaws, three of which shall be the President-elect, Secretary and Treasurer.

Section 3.2 – Responsibilities.  The responsibilities of the Board shall be as follows:

1. Governance of the club and oversight of activities of the committees.
2. Set budgets and goals for committees.
3. Once budgets and goals are set and provided by the Board to the committees, the Board shall review, recommendations of committees and adopt, modify or reject recommendations at its sole discretion.

Section 3.3 - Terms.  Terms are one year unless renewed at the discretion of the Board.  Three directors must retire each  year and no director’s term can exceed five consecutive years.

Article 4 - Duties of Officers and Directors

Section 4.1 - President.  It shall be the duty of the President to preside at meetings of the club and Board and to perform such other duties as are prescribed by the rules and regulations of Rotary International and the RI Constitution and as would ordinarily be the responsibility of the office of President. The President shall, in consultation with the Board, determine the agendas for Board meetings, club meetings and club assemblies. Club assemblies shall be called at the discretion of the President in consultation with the Board for the following purposes:

1. To present reports by Board members,
2. To discuss major issues or decisions,
3. To obtain feedback,
4. To provide opportunities for the education of the membership,
5. To provide motivation to the membership.

Assemblies may be held in place of a regular club meeting or at a different time and day, as the President shall determine in consultation with the Board.  An assembly shall count as a make-up if it is held at a time other than a regular meeting time.

While assemblies are called at the discretion of the President, every effort shall be made to hold 4 Assemblies per year. Upon retirement, the retiring President shall turn over to the incoming President (President-Elect) all notes and records relating to the President’s term.

Section 4.2 - President-elect.  It shall be the duty of the President-elect to serve as a member of the Board of Directors of the club and to perform such other duties as may be prescribed by the President or the Board.  

Section 4.3 – Past-President.  It shall be the duty of the past-President to preside at meetings of the club and Board in the absence of the President and to perform such other duties as would ordinarily be the responsibility of the office of Past-President.

Section 4.4 - Secretary.  It shall be the duty of the Secretary to send out notices of Board meetings,  preserve and make available to the membership the minutes of such meetings, perform the duties prescribed by  the RI Constitution, including but not limited to: making the required reports to RI, including the semi-annual reports of membership, reporting changes in membership, monthly reporting of attendance at the club meetings to the District Governor, and perform such other duties as would ordinarily be the responsibility of the Secretary.  Upon retirement, the retiring Secretary shall turn over to the incoming Secretary all notes and records relating to the Secretary’s term.

Section 4.5 - Treasurer.  It shall be the duty of the Treasurer to have custody of all funds, books of account for the club at its annual meeting and at any other time upon request by the Board and to perform such other duties would ordinarily be the responsibility of the Treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President, all funds, books of accounts or any other club property.  In addition, the Treasurer shall monitor the progress of the club’s long-term commitments and collect members’ donations in an effort to maintain 100% member participation in the Rotary Foundation.

Section 4.6 – Directors.  It shall be the duty of Directors of committees to chair monthly meetings for their respective committee as described in Article 8 and to represent the Board.

Article 5 - Meetings

Section 5.1 - Annual Meeting.  An annual meeting of the club shall be held on the first Wednesday of December in each year, at which time the election of Officers and Directors to serve for the ensuing year shall take place.

Section 5.2 – Regular Meetings.  The regular weekly meetings of the club shall be held on Wednesdays at 7:15 a.m.  Notice of any changes in or canceling of the regular meeting shall be given to all Members of the club.  

Section 5.3 – Board Meetings. Regular meetings of the Board shall be held on the third Tuesday of each month unless determined otherwise by the President.  Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board, notice having been given.

Article 6 - Fees and Dues

Section 6.1 - The one-time initiation fee shall be set annually by the Board.

Section 6.2 - The membership dues shall be established by the Board annually as part of the budget-approval process. The annual fee shall, in principal, cover the cost of RI and District dues, insurance premiums, The Rotarian Magazine and other costs directly attributable to individual membership in the club or participation of the club in District 7010 or RI.

Article 7 - Method of Voting

The business of the club, Board or committee, as the case may be, shall be transacted by show of hands unless a secret ballot is requested by any member of the Club, Director or Officer, in which case voting shall be by secret ballot. At the club level, voting may be by proxy. A proxy shall be submitted on paper or by email to the Secretary 48 hours before the vote.  At the Board and committee levels, proxy voting shall not be allowed.  The President shall not have a vote except in the event of a tie vote.

Article 8 – Committees

Section 8.1 – Committees 

(a)        The President shall, subject to the approval of the Board, appoint the following standing committees:

• Membership and Public Relations
• Club Administration
• Ways and Means
• Community and International  Service
• New Generations

2. The President shall, in consultation with the committee chairs, appoint members of the club to any of such committees.
3. The President may, subject to the approval of the Board, appoint such ad hoc committees as the President shall deem necessary.
4. The President, Secretary and Treasurer shall be ex officio members of all committees and, as such, shall have all the privileges of membership thereon.
5. Throughout the year the President should ensure that each committee is actively engaged in the club.
6. Each committee shall transact such business as is delegated to it in the bylaws and such additional business as may be referred to it by the President or the Board.  Except where special authority is given by the Board, such committees shall not take action until a report has been made to the Board and approved by the Board.
7. No committee shall incur total expenses greater than that approved by the Board without Board approval.
8. Where feasible and practicable in the appointment of such committees, effort should be made to ensure continuity of the membership through succession planning.

Section 8.2 - Club Administration Committee

Role:  This committee is responsible for the day to day operation of the Club and may organize social events throughout the year.  

Section 8.3 - Ways and Means Committee

Role:  Fund-raising in support of our community and international work.

Section 8.4 - Membership and Public Relations Committee

Role:  Developing new and existing members. This committee is further responsible to promote all activities of the club including community work and fundraisers.

Section 8.5 - Community and International Service

Role: Disbursing of publicly raised funds both locally and internationally.

Section 8.6 – New Generations

Role: Promoting and supporting all youth related initiatives as well as promote progression from Interact to Rotaract to Rotary as applicable.

Article 9 - Finances

Section 9.1 - The Treasurer shall deposit all funds of the club in a bank to be named from time to time by the Board.

Section 9.2 - All bills shall be paid only by cheques signed by the Treasurer and one other authorized Officer upon the submission of vouchers. A formal audit or detailed account review shall be performed when required by law or when deemed necessary by the Board.

Section 9.3 - Officers having charge or control of funds shall give such bond as may be required by the Board for the safe custody of the funds of the club, the cost of bond to be borne by the club.

Section 9.4 – At the beginning of each fiscal year the Board, with input from the committee Directors, shall prepare or cause to be prepared a budget of income and expenditures for each committee for the upcoming year, which when presented by the Board shall stand as the limit of expenditures for each committee, unless otherwise authorized by the Board.

Section 9.5 - The Board, with the approval of the club, may make financial commitments beyond the term of the current Board only with a majority vote of the members and as long as quorum has been met. The membership of the club must be provided with no fewer than 2 weeks’ notice of the nature and extent of the financial commitment  proposed to be made by the Board.

Section 9.6 – The Community and International Service committee shall have the authority to make donations of amounts up to and including $1,000.00 provided that the committee’s donation budget is not thereby exceeded. Donations which are in excess of $1,000.00, or which cause the committee’s donation budget to be exceeded, shall be approved by the Board.

Article 10 - New Members

New Members may be proposed by members through the Membership and Public Relations Committee in accordance with the policy manual with final approval/rejection of the Board.

Article 11 – Membership

Section 11.1 - Members are expected to participate in club committees and events and to attend weekly meetings.  Refer to the Policy Manual for details of attendance requirements.

Section 11.2 – Leave of Absence

A leave of absence may be granted when written request is submitted to the club Secretary.  The request will be brought to the Board and final decision will be communicated to the member within 1 week following the next Board meeting.

Section 11.3 – Revoking a Membership

If the behaviour of a member is deemed to be unbecoming of a Rotarian, at the discretion of the Board, then measures shall be taken to investigate, counsel and follow-up, which may lead to resolution.  If no resolution is reached, the membership may be revoked.  If, in the view of the Board, a membership should be terminated or suspended in accordance with the RI Constitution, notice shall be provided to the member in accordance with the RI Constitution and the decision of the Board, subject to any rights of appeal, mediation or arbitration shall be final and binding on the member.

Article 12 - Resolutions

Section 12.1 - No resolution or motion to commit the club on any matter shall be reviewed by the club until it has been considered by the Board.  Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion.

Section 12.2 – A member holding a grievance about a decision or direction shall provide his or her grievance in writing to the club Secretary and will be brought to the Board for consideration at the next Board meeting.  Subject to the RI Constitution, the final decision will be communicated to the member within 1 week following the next Board meeting.

Article 13 - Amendments

These Bylaws may be amended at any regular meeting, a Quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment, shall have been mailed or emailed to each Member at least ten days before such meeting.  No amendment or addition to these Bylaws can be made which is inconsistent with RI constitution.

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