Bylaws

Bylaws of the Rotary Club of West Palm Beach, Florida

 

Article I Definitions
1. Board: The Board of Directors of this club.
2. Director: A member of this club's Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period that begins on 1 July.

Article 2 Board
The governing body of this club shall be the board consisting of five (5) members of this club, namely, the president, past-president, president-elect (or president-nominee, if no successor has been elected), secretary, and treasurer. At the discretion of the board, also added can be six (6) directors (two (2) of each class) elected in accordance with article 3, section 1 of these bylaws, and the immediate past president.
Article 3 Election of Directors and Officers
Section 1 – At 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, past-president, secretary, treasurer, and six (6) directors.
The nominations may be presented by a nominating committee or by members from the floor, by either or by both as a club may determine. If it is determined to use a nominating committee, such committee shall be appointed as the club may determine. 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 six (6) candidates serving as directors receiving a majority of the votes shall be declared elected as directors. The candidate for president elected in such balloting shall be the president-nominee and serve as a director for the year commencing on the first day of July following the election, and shall assume office as president on 1 July immediately following that year.
The president-nominee shall take the title of president-elect on 1 July in the year prior to taking office as president.
Section 2 – The officers and directors, so elected, together with the immediate past president shall constitute the board.
Section 3 – A vacancy in the board or any office shall be filled by the remaining directors following the nomination process in Section 1 above.
Section 4 – A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining directors-elect as described in Section 1 above.

Article 4 Duties of Officers
Section 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.
Section 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. Approval and selection of guest speakers.
Section 3 – Secretary. It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of 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 1 January and 1 July of each year, which shall include per capita dues for all members and prorated dues for active members who have
been elected to membership in the club since the start of the July or January semiannual reporting period; report changes in membership; 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.
Section 4 – 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 demand by the board, and to perform other duties as pertains 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 5 – 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. The duties of the sergeant-at-arms are fulfilled by any member of the club who volunteers to assume those duties at a particular meeting.
Section 6 – Past-president. Leads the committee to select the next team of incoming officers. Provides continuity and mentoring to incoming president.

Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held on the regular meeting day two weeks prior to the date of the annual District Conference of the Rotary District, at which meeting the election of officers and directors shall be held, the elected officers and directors to take office on the first day of July succeeding their election.
Section 2 – The regular weekly meetings of this club shall be held on Tuesdays at 12 noon.
Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused pursuant to the standard Rotary club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least sixty (60) percent of the time at regular weekly meetings, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, Article 9, Sections 1 and 2.
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 Thursday prior to the first Tuesday of each month.
Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.
Section 5 – A majority of the directors shall constitute a quorum of the board.

Article 6 Fees and Dues
Section 1 – The admission fee shall be $200 to be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, article 11.
Section 2 – The membership dues shall be determined and approved by the board at the time of budget preparation (outlined in Article 12) and communicated to the club at the following business meeting. Dues are payable quarterly in advance of 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 subscription to the RI official magazine.

Article 7 Method of Voting
All business of this club shall be transacted by viva voce* vote except the election of officers and directors, which shall be by ballot. The board may determine that a specific resolution be considered by ballot rather than by viva voce vote. (Note: Viva voce vote is defined as when club voting is conducted by vocal assent.
Article 8 Four Avenues of Service
The four Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, and International Service. This club will be active in each of the four Avenues of Service.

Article 9 Committees
Club committees are charged with carrying out the annual and long-range goals of the club based on the four Avenues of Service. The president-elect, president, and immediate past president should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three years to ensure consistency. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs, and conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows:
· Membership Committee – This committee is responsible for developing and implementing a comprehensive plan for the recruitment and retention of members.
· International Project Committee – This committee shall develop and implement plans to provide support and assistance to a project that a Rotary club in another country is sponsoring and that needs assistance.
· Community Service Committee – This committee shall provide support and assistance to a local charitable cause that is funded by the club’s Charity Fund. This support and assistance will come in the form of providing manpower, and coordinating and organizing all aspects of the project.
· Fellowship Committee – This committee shall provide opportunities for networking by designing and organizing social activities outside of our regular weekly meeting.
· The Rotary Foundation Committee - This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
Additional ad hoc committees may be appointed as needed.
(a) The president shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership therein.
(b) Each committee shall transact its business as is delegated to it in these 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 and approved by the board.
(c) Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the board on all committee activities.
Article 10 Duties of Committees
The duties of all committees shall be established and reviewed by the president for his or her year. In declaring the duties of each, the president shall reference to appropriate RI materials. The service projects committee will consider the Avenues of Vocational Service, Community Service, and International Service when developing plans for the year.
Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the president elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals, and
plans for presentation to the board in advance of the commencement of the year as noted above.
Article 11 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 period of six (6) months. The member is still responsible for International and District dues. At the approval of the board, an additional six (6) months may be granted. (Note: 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 absence authorized under the provisions of the Standard Rotary Club Constitution is not computed in the attendance record of the club.)
Article 12 Finances
Section 1 – Prior to the beginning of each fiscal year, the board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the board. A budget will be prepared for the club and other budget will be prepared for the club’s Charitable Fund.
Section 2 – The treasurer, or his or her designee, shall deposit all club funds in a bank, named by the board.
Section 3 – All bills shall be paid by the treasurer, or his or her designee, only when approved by one other officer or director.
Section 4 – A thorough review/audit of all financial transactions by a qualified person shall be made once each year.
Section 5 – The fiscal year of this club shall extend from 1 July to 30 June, and for the collection of members' dues shall be divided into two (2) semiannual periods extending from 1 July to 31 December, and from 1 January to 30 June. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.
Article 13 Method of Electing Members
Section 1 – A membership application (membership proposal form) completed by a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, through the club secretary. A transferring or former member of another club may be proposed to active membership by the former club. The applicant shall be kept confidential except as otherwise provided in this procedure.
Section 2 – The board shall ensure that the applicant meets all the classification and membership requirements of the standard Rotary club constitution.
Section 3 – The board shall approve or disapprove the applicant within 20 days of its submission and shall notify the applicant within 30 days of his/her application submission, through the club secretary, of its decision.
Section 4 – If the decision of the board is favorable, the applicant shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership,
Section 5 – If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within seven (7) days following publication of information about the applicant, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be
considered to be elected to membership.
If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the applicant, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.
Section 6 – Following the election, the president shall arrange for the new member's induction, membership card, and new member Rotary literature. In addition, the president or secretary will report the new member information to RI and the president may assign a member to assist with the new member's assimilation to the club as well as assign the new member to a club project or function.
Section 7 – Timely payment of dues is the sole responsibility of the member (and not his or her employer), and  acknowledges same on their membership application.
Section 8 – The club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the board.
Article 14 Resolutions
The club shall not consider any resolution or motion to commit the club on any matter until the board has considered it. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion

Article 15 Order of Business
Meeting called to order.
Introduction of visitors.
Sgt. At Arms Report (Not at monthly Business Meeting).
Correspondence, announcements, and Rotary information.
Committee reports, if any.
Any unfinished business.
Any new business.
Address or other program features (Not at monthly Business Meeting).
Adjournment.
Article 16 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 provided 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
standard Rotary club constitution and with the constitution and bylaws of RI.
Revised July 2009