Bylaws of the Rotary Club of Martinsburg*

Article I Election of Directors and Officers

Section 1At a regular meeting one month prior to the meeting for election of officers, the presiding officer shall ask for nominations by members of the club for president, vice-president, secretary, treasurer, and two (2) members of the board of directors.  Nominations will be presented by a nominating committee and by members from the floor.  The nominating committee, shall be chaired by the president-elect. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. The candidates for president, vice-president, secretary, and treasurer receiving a majority of the votes shall be declared elected to their respective offices.  The two (2) candidates for director receiving a majority of the votes shall be declared elected as directors. The president elected in such balloting shall serve as a member of the board as president-elect for the year commencing on the first day of July next following the election, and shall assume office as president on the first day of July immediately following the year of service on the board as president-elect.

Section 2 — The officers and directors, so elected, together with the immediate past president shall constitute the board of directors. Within one week after their election, the board of directors- elect shall meet and elect some member of the club to act as sergeant-at-arms, who will also serve as an officer of the club.

Section 3 — A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.

Section 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 II Board of Directors

The governing body of this club shall be the board of directors consisting of thirteen (13) members of this club, namely, six (6) directors elected in accordance with article I, section 1, of these bylaws, the president, vice-president, president-elect, secretary, treasurer, sergeant-at-arms, and the immediate past president.

Article III Duties of Officers

Section 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 ordinarily pertain to the office of president.

Section 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, to preside at meetings in the absence of the president, to chair the nominating committee, and to perform such other duties as may be prescribed by the president or the board.

Section 3 Vice-President.  It shall be the duty of the vice-president to chair the program committee and to perform such other duties as ordinarily pertain to the office of vice-president.

Section 4 Secretary.  It shall be the duty of the secretary to keep the records of the 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 the RI, including the semiannual 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 to the general secretary on 1 October and 1 April of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period, the report of changes in membership, which shall be made to the general secretary of RI, the monthly report of attendance at the club meetings, which shall be made to the district governor within 15 days of the last meeting of the month, collect and remit to RI subscription to THE ROTARIAN, and perform such other duties as usually pertain to the office of secretary.

Section 5 Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board and to perform such other duties as pertain to the office of 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.

Section 6 Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and such other duties as may be prescribed by the president or the board.

Article IV  Meetings

Section 1 Annual Meeting. An annual meeting of this club shall be held on the second Thursday in December of each year, at which time the election of officers and directors to serve for the ensuing year shall take place.**

Section 2 — The regular weekly meetings of this club shall be held on Thursday at noon.  Due notice of any changes in or canceling of the regular meeting shall be given to all member of the club. All members excepting an honorary membership (or member excused by the board of directors of this club, pursuant to article VIII, section 2 (b) of the standard Rotary club constitution) in good standing in this club, in 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, or as otherwise provided in the standard Rotary club constitution, article VIII, section1.

Section 3 — One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 4 — Regular meetings of the board shall be held on the first Tuesday of each month at noon. 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, due notice having been given.

Section 5 — A majority of the board members shall constitute a quorum of the board.

Article V Fees and Dues

Section 1 — The admission fee shall be determined by the board to be paid before the applicant can qualify as a member.

Section 2 — The membership dues shall be determined by the board per annum, payable quarterly on the first days of July, October, January and April, with the understanding that each semiannual payment shall be applied to each member’s subscription to THE ROTARIAN magazine.***

Article VI Method of Voting

The business of this club shall be the transacted by viva voce (living voice, i.e., word of mouth) vote except the election of officers and directors, shall be by ballot.  In the event there is urgent business that cannot wait until the next meeting, an electronic vote can be taken after allowing for 48 hours of discussion, also via electronic media.

Section 1 — Voting by Electronic Media

a)   Rules

1.   Votes by electronic media must be deemed as too urgent to wait for next scheduled meeting.

2.   All participants must have access to the necessary equipment for participation in the e- vote. (If any participants do not have access, an e-vote cannot be taken.)

3.  The chair shall develop the time frame for the e-vote.

4.   A minimum of 48 hours notice shall be provided to all participants via electronic media by the chair. Such notice shall include the motion and supporting documentation for the e-vote.

5.   A second is not necessary for the motion to be considered.

6.   No secondary motions may be made.

7.   Each new main motion must be made in a separate, new electronic message with no other message thread included.

8.   New motions in a new message thread may be introduced while there is another motion currently being debated. No more than three (3) main motions can be considered at one time.

b)   Opening a Question for Consideration

1.   The chair shall assign a number to the motion and shall include the number in the subject line. (Example: Motion 1.)

2.   The subject line must include the word “Motion.”

3.   The first line of the message must begin with “It is moved to (or that)…” If the motion comes from a specific officer or committee member “(name of officer) moves to (or that)…”

c)    Debate

1.   Members shall use “Reply All” in all messages.

2.   Members may respond at will, that is, without seeking recognition from the chair.

3.   The chair shall include the time frame/deadline for the debate no less than 24 hours.

4.   The chair shall close debate by asking, “Are you ready for the question on Motion 1?”  in the subject line.

d)   Vote

1.   The chair shall put the question to a vote by restating the pending question and requesting the members to vote now. The word “vote” shall be in the subject line. (Example: Motion 1Vote)

2.   The chair shall include the time frame/deadline for the vote no less than 24 hours or until all members have responded.

3.   Members shall state, “I vote yes,” or “I vote no” in the first line of the response and use “Reply All”.

4.   The secretary shall tally the votes and report the result of the vote to the participants, including the number of votes cast for and against the motion.

5.   The chair shall announce the results of the vote.

6.   The chair shall either state the next pending motion and open debate or shall declare the thread on “Motion (number)” closed.

e)   Secretary’s Records and Minutes

1.   The secretary (or committee member so designated) shall compile and maintain the complete thread of the motion and its disposition.

2.   The secretary (or committee member so designated) shall prepare minutes of the vote and shall present the minutes at the next regular meeting for approval.

3.   Any member shall have the right to request a copy of the message thread of a motion.

Sample Minutes of an E-Vote

On October 15, 2009, at 2:45 p.m. CST, Catherine Luther, president of the Wittenburg District LWML, e-mailed to all members of the Board of Directors. Motion 1: To allow grant recipient #23 Peace Lutheran Church to redirect their grant funds to build a pre-school instead of an elementary school. E-mail debate continued until October 21, 2009, at 4 p.m. The chairman put the question to an e-vote at 5 p.m. on October 21, 2009. The vote closed at 5 p.m. on October 23, 2009. By a vote of 7 in favor and 1 opposed, the motion was approved.

Suzy Structure

Secretary

Article VII Committees

Section 1

a)   The president shall, subject to the approval of the board, appoint the following standing committees:

1.   Club Service committee

2.   Vocational Service committee

3.   Community Service committee

4.   International Service committee

5.   New Generations Service committee

b)   The president shall, subject to the approval of the board, also appoint such committees on particular phases of the club service, vocational service, community service and international service as deemed necessary.

c)    The club service committee, vocational service committee, community service committee, and international service committee shall each consist of a chairman, who shall be named by the president from the membership of the board, and not less than two (2) other members.

d)   The president shall be ex officio a member of all committees and, as such, shall have all of the privileges of membership thereon.

e)   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.

f)     The president may appoint one or more committees dealing with various aspects of youth activities, which, depending on their respective responsibilities, may be under any, or all, of the vocational service, community service, or international service committees. Where feasible and practicable in the appointment of such appointing one or more members for a second term or by appointing one or more members to a two-year term.

Section 2 Club Service Committee.

a)   The chairman of the club service committee shall be responsible for all club service activities and shall supervise and coordinate the work of all committees appointed on particular phases of club service.

b)   The club service committee shall consist of the chairman of the club service committee and the chairmen of all committees appointed on particular phases of club service.

c)    The president shall, subject to the approval of the board, appoint the following committees on particular phases of club service:

  • Attendance committee
  • Club bulletin committee
  • Fellowship committee
  • Magazine committee
  • Membership development committee
  • Program committee
  • Public relations committee

Appoint one member each year to the following committees:

  • Classifications and Rotary Information committee

d)   The president shall appoint the president-elect or vice-president to oversee and coordinate the work of the classifications, membership, membership development and Rotary information Committees.

e)   Where feasible and practicable in the appointment of club committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term.

f)     The classifications and Rotary information committees shall each consist of three (3) members, one member of each committee to be appointed each year for a term of three (3) years. The first appointments made under this provision shall be as follows: one member for a term of one year; one member for a term of two (2) years; one member for a term of three (3) years.

g)   The magazine committee shall, wherever feasible, include the editor of the club publication and a local newspaper or advertising member of the club.

Section 3 Community Service Committee

a)   The chairman of the community service committee shall be responsible for all community service activities and shall supervise and coordinate the work of all committees appointed on particular phases of community service. This committee shall be responsible for service in the areas of human development, community development, environmental protection and partners in service.

b)   The community service committee shall consist of the chairman of the community service committee and the chairmen of all committees appointed on particular phases of community service.

Article VIII Duties of Committees

Section 1 Club Service Committee. This committee shall devise and carry into effect plan which will guide and assist the members of this club in discharging their responsibilities in matters relating to club service. The chairman of the club service committee shall be responsible for regular meetings of the committee and shall report to the board on all club service activities.

a)   Attendance committee. This committee shall devise means for encouraging attendance at all Rotary meetings — including attendance at district conferences, inter-city meetings, regional conferences, and international conventions by all club members. This committee shall especially encourage attendance at regular meetings of this club and attendance at regular meetings of other clubs when unable to attend meetings of this club; keep all members informed on attendance requirements; promote better incentives for good attendance; and seek to ascertain and remove the conditions that contribute to unsatisfactory attendance.

b)   Classifications and Rotary Information Committee. This committee shall as early as possible, but no later than 31 August of each year, make a classification survey of the community; shall compile from the survey a roster of filled and unfilled classifications, applying the classification principle; shall review, where necessary, existing classifications, represented in the club; and shall counsel with the board on all classification problems. This committee shall inform prospective members about the privileges and responsibilities of Rotary club membership; keep members informed about the history, object and activities of Rotary on all levels; and oversee the orientation of new members during their first year in the club.

c)    Club Bulletin Committee.  This commit shall endeavor, through the publishing of a weekly club bulletin, to stimulate interest and improve attendance, announce the program of the forthcoming meeting, relate highlights of the previous meeting, promote fellowship, contribute to the Rotary education of all members, and report news of the club, of its members and of the worldwide Rotary program.

d)   Fellowship Activities Committee. This committee shall promote acquaintance and friendship among the members, promote participation by members in organized Rotary recreational and social activities, and do such work in pursuance of the general object of the club as may be assigned by the president or the board.

e)   Magazine Committee. This committee shall stimulate reader interest in THE ROTARIAN; Sponsor a magazine month; arrange for brief monthly reviews of the magazine on regular club programs; encourage the use of the magazine for non-Rotarian speakers; secure international service and other special subscriptions for libraries, hospitals, schools and other reading rooms; send news items and photographs to the editor of the magazine and in other ways make the magazine of service to the club members and non-Rotarians.

f)     Membership Committee. This committee shall consider all proposals for membership from the personal side and shall thoroughly investigate the character, business, social and community standing, and in general eligibility of all persons proposed for membership and shall report their decisions on all applications to the board.

g)   Membership Development Committee. This committee shall review continually the club roster of filled and unfilled classifications and shall take positive action to initiate and present to the board the names of suitable persons to fill unfilled classifications.

h)   Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the club.

i)     Public Relations Committee.  This committee shall devise and carry into effect plans (1) to give the public general information about Rotary, its history, object, and scope; and (2) to secure proper publicity for the club.

j)     Audit Committee. This committee shall monitor and review the clubs financial transactions at quarterly meetings. The committee shall be comprised of one member who is a certified public accountant and two additional members.

Section 2 Vocational Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations. The chairman of this committee shall be responsible for the vocational service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of vocational service.

Section 3 Community Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in their community relationships. The Chairman of this committee shall be responsible for the community service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of community service, including:

a)   Human Development – Guide and assist the members of this club in dealing within the community with the welfare of human beings of all kinds throughout the whole span of like by providing assistance and support to those in need.

b)   Community Development – Guide and assist the members of this club in working to make the community a better place to live by improving the physical condition of the community and its facilities.

c)    Environmental Protection – Guide and assist the members of this club in monitoring and improving the quality of the community’s environment.

d)   Partners in Service – Guide and assist the members of this club in building relationships with other Rotary-sponsored organizations within the community and in cooperation with them in service.

Section 4 International Service Committee.  This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in matters relating to international service.  The chairman of this committee shall be responsible for the international service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of international service.

Article IX Leave of Absence

Upon written application to the board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time.****

Article X Finances

Section 1 — The treasurer shall deposit all funds of the club in some bank to be named by the board.

Section 2 — All bills up to $1,000 shall be paid by debit card or checks signed by the treasurer upon vouchers signed by any officer. All bills over $1,000 shall be paid by debit card or checks signed by the treasurer upon vouchers signed by two officers. The audit committee shall review the clubs financial transactions on a quarterly basis.

Section 3 — The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members’ dues shall be divided into two (2) semiannual periods extending from July 1st to

December 31st, and from January 1st to June 30th. The payment of per capita dues and magazine subscriptions to RI shall be made on July 1st and January 1st of each ear on the basis of the membership of the club on those dates.^

Section 4 — At the beginning of each fiscal year the president-elect shall prepare or cause to be prepared a budget of estimated expenditures for the year, which, having been agreed to by the board, shall stand as the limit of the expenditures for the respective purpose unless otherwise ordered by action of the board.

Article XI  Method for Electing Members

Section 1 — A new member application, fully completed, is submitted to the club secretary. The proposal should be kept confidential (meaning proposed member does not know that they are being proposed).

Section 2 — The secretary presents the application to the board at the next board of directors meeting. The board will then ensure that the proposed member meets all classification and membership requirements.

Section 3 — The board will approve or disapprove the proposal within 30 days of its submission and will notify the proposer, through the club secretary, of their decision.

Section 4 — If the decision of the board is favorable, the prospective member will be asked to sign the membership proposal form and permit his or her name to be published to the club.

Section 5 — Once proposed to the club, (at the next luncheon meeting), if there is no written objection to the proposal, stating reason, within seven (7) days following publication, that member, upon payment of the admission fee, shall be considered elected into membership.

If any objection if filed with the board, the board will vote on the objection at their next board meeting.  If approved despite the objection, the proposed member, upon payment of the admission fee, shall be considered elected into membership.

If the objection stands, the proposer will be notified that the proposed member was turned down for membership.

Section 6 — Following the election, the new member will be required to attend a new member orientation.

Article XII Resolutions

No resolutions or motion to commit this club on any matter shall be considered 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.

Article XIII Order of Business

  • Meeting called to order.
  • Introduction of visiting Rotarians.
  • Correspondence and announcements.
  • Committee reports if any.
  • Any unfinished business.
  • Any new business.
  • Address or other program features.
  • Adjournment.

Article XIV 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 (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the construction and bylaws of RI.

Article XIV Adopted Tuesday, January 15, 2008

On Tuesday, January 15, 2008, the Board of Directors voted to adopt the Rotary International Bylaw dealing with allowing political candidates the right to speak at our club, after they have declared candidacy, as long as the content of their speech is not politically related. We will continue to adhere to the rule that we will not ever endorse a candidate.


Notes:

* These bylaws are recommended only and may be changed by any Rotary club to meet its own conditions, provided such changes are not out of harmony with the club constitution and the constitution and bylaws of Rotary International. If any doubt exists, the proposed changes should be submitted to the general secretary of RI to the consideration of the board of directors of RI.

** Article V, Section 2 of the standard Rotary club constitution provides that “An annual meeting for the election of officers shall be held not later than 31 December. . .”)

*** The subscription price of THE ROTARIAN is US$12.00 per annum.

**** Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member’s attendance.  Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that the absence authorized under the provisions of article VIII, section 2(b) of the standard Rotary club constitution is not computed in the attendance record of the club.

^ Magazine subscriptions for members joining during a semiannual period are payable upon service from the Secretariat.