ROTARY CLUB OF THE HOWE OF FIFE BYLAWS D R A W N U P B Y S T R A T E G I C P L A N N I N G C O M M I T T E E C H A I R M A N S A N D Y D A V I S M E M B E R S B A R B A R A A C H E S O N, P A U L F U R N I S S, R O D D Y G R E I G, R O G E R G U Y, A N D R E H A W R Y L I W, D A V E R O B E R T S D A T E O F L A S T U P D A T E : 30 M AY 2 0 1 7 These bylaws have been distilled from the Recommended Rotary Club Bylaws issued by Rotary International and the latest version of the Standard RIBI Club Bylaws. There are significant differences between the two, with RIBI being generally more prescriptive. Differences and omissions reflect the administrative and operational requirements of this Club and are consistent and in harmony with the Standard Club Constitution. Meetings on Tuesday 5.45 for 6.15 at The Village Inn, Cupar Road, Pitlessie, Fife, KY15 7SU T: 01337 830595 www.rotaryhoweoffife.org
Bylaw 1 Interpretation & Definitions The following rules of construction shall apply throughout these bylaws: The words shall, is and are are mandatory, and the words may and should are permissive. Pronouns of either the masculine or feminine gender shall include the other gender. Bylaw 2 Council The governing body of this Club is the Council consisting of the President, Immediate Past President, President-Elect, President-Nominee, Secretary, Treasurer and the Club Member responsible for Strategic Planning. Bylaw 3 Election of Officers and Council Members Clause 1 At a regular meeting one month prior to the Club Elections, the President or presiding officer will give out the nominations for the posts of President, President-Elect, President-Nominee, Secretary and Treasurer. The nominations will have been drawn up by the Club s nominating committee, who will have obtained the prior consent of any nominee. The nominating committee is presided over by the President, and comprises the President, Immediate Past President, President-Elect, President-Nominee, Secretary and Treasurer. It is normal for there to be no more than a single nomination for each post, especially if that post is a continuity 1 one. That fact notwithstanding, a vote shall be held and the presiding officer shall also ascertain whether there are any votes against a particular nominee. In the event of there being more than one nomination for any post, the nominations shall be placed on a ballot in alphabetical order under each office. Those candidates receiving a majority of the votes shall be declared elected to their respective offices. In the event that any nominee is voted down, the presiding officer is to seek further nominations from those members present for that office and hold another vote. Clause 2 The Secretary and Treasurer shall be elected annually, but shall not serve more than five consecutive years where practicable. This period excludes any period served in filling a casual vacancy. Clause 3 A vacancy in the Council or any office shall be filled by action of the remaining Council members. Bylaw 4 Duties of Officers Clause 1 President The President shall preside at meetings of the Club and Council and perform other duties as outlined in his Job Description. Clause 2 Immediate Past President The Immediate Past President shall serve on Council and perform such other duties as may be prescribed by the President or Council. Clause 3 President-Elect The President-Elect shall preside at meetings of the Club and Council in the absence of the President and perform other duties as outlined in his Job Description. Clause 4 President-Nominee The President-Nominee shall perform duties as outlined in his Job Description. 1 The posts of President-Elect and President are continuity posts in that the President-Nominee is expected to follow that progression following his election. The Secretary and Treasurer are expected to serve a minimum of three years to provide continuity. 2
Clause 5 Secretary The Secretary shall perform the duties outlined in his Job Description. Clause 6 Treasurer The Treasurer shall perform the duties outlined in his Job Description. Bylaw 5 Meetings Clause 1 Annual Meeting An annual meeting of this Club is held during the month of November 2 to: a. Elect Officers to serve for the ensuing year. b. Approve the examined accounts for the previous 12-month period. c. Nominate elected members of the District Council for the ensuing year and propose a Rotarian from the District for submission to the District Council for selection as District Governor. d. Select candidates for the offices of President and Honorary Treasurer of the Association (RIBI) for nomination at the RIBI Annual Conference. Clause 2 Annual General Meeting The Annual General Meeting of this Club is held in April to: a. Review the status of and elect any honorary members. b. Receive annual reports from the Council and committees of the Club for the current Rotary year. c. Receive the treasurer s report and proposed budget for the Club account and determine the subscription for the ensuing Rotary Year. d. Appoint a person or persons to examine the Club s annual accounts. e. Elect one representative (and substitute) of the Club on the District Council, and one additional representative (and substitute) for every 25 or major fraction thereof of its active members. Should any of the elected representatives be unable to attend a meeting of the District Council, the President may appoint further substitute representatives, whose names shall be communicated to the secretary of the district council in writing before the commencement of that meeting. f. Approve proposed changes to the Club Constitution and Bylaws. g. Adopt the updated Strategic Plan. Clause 3 Extraordinary General Meeting An extraordinary general meeting may be convened by the Council, and shall be convened at any time by the Secretary on written request signed by at least 10% of the membership of the Club, with a minimum of five members. At least three days written notice of such meeting shall be given to all members of the Club. Clause 4 Weekly Meetings The regular weekly meetings are held on Tuesday at 5.45 for 6.15 pm. Due notice of any changes in or cancellation of the regular meeting shall be given to all members of the Club. Clause 5 Quorum One-third of the membership shall constitute a quorum at all meetings of this Club. 2 Article 5, Section 2 of the Club Constitution requires the annual meeting for the election of officers to be held not later than 31 December. 3
Clause 6 Council Regular meetings of Council are to be held. Special meetings of Council may be called by the President, whenever deemed necessary, or on the request of two council members, due notice of one week having been given. Clause 7 Quorum of Council One third of the total members of the Council shall constitute a quorum, except for the two occasions noted here. 3 Bylaw 6 Fees and Dues The membership fees and dues are to be set at the AGM. Admission fees for new members are payable pro rata according to the remaining months in the year following admission to membership. The annual subscription shall include such sums as may be due to RI, RIBI and Rotary District 1010. It shall be payable either yearly in advance on 1st July or semi-annually on 1st July and 1st January. Bylaw 7 Method of Voting The business of this Club shall be transacted by show of hands vote except for the election of officers, which shall be by ballot if there are more nominations than vacancies. a. Council may determine that a specific resolution be considered by ballot rather than by show of hands. b. Any member granted excused absence as provided for under Article 7 of the Club Constitution may vote by proxy only for the purpose of electing officers at the Annual General Meeting of the Club or at any special or extraordinary general meeting of the club called for that purpose. Any proxy, to be valid, shall be in writing and 1) given to another member of the Club, and 2) recorded with the Club Secretary, in each case, not less than three days before the meeting at which it is to be used. Bylaw 8 Committees and Areas of Responsibility The President, President-Elect, President-Nominee and Immediate Past President should work together to ensure continuity of leadership and succession planning. Club Administration is the specific area of responsibility of the President-Elect who oversees all non-committee activities associated with the effective operation of the Club. Club committees are charged with carrying out the annual and long-range strategic goals of the Club as detailed in the Strategic Plan. The Strategic Planning Member is responsible for this and he reports to the Officers of the Club. 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: The Rotary Foundation This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and programme participation. Membership This committee should develop and implement a comprehensive plan for the recruitment and retention of members. 3 In cases under Article 10 Section 5a. of the Club Constitution or Bylaw 10 Clause 2a. two-thirds must be present. 4
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. Service Projects This area of the Club s activities is overseen and coordinated by the President-Nominee. Individual committees should develop and implement educational, humanitarian, and vocational projects that address the needs of the local community and communities in other countries. Additional ad hoc committees may be appointed as needed. The President and Secretary shall be ex officio members of all committees. 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 Council. Except where special authority is given by Council, committees are not to take action until a report has been made and approved by Council. 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 Council on all committee activities. Bylaw 9 Finance Clause 1 Budget The Treasurer is to prepare a budget of estimated income and expenditures for the following year at the AGM. Clause 2 Bank Accounts The Treasurer shall deposit all Club funds in a bank, named by the Council. The Club funds shall be divided into two separate parts: Club and Charity. Clause 3 Annual Accounts a. The Club s annual accounts shall be examined by a professional accountant or by two other persons 4 appointed at the preceding annual general meeting. b. A copy of the examined annual accounts shall be given to each member at least ten days before the meeting convened for the purpose of the approval and acceptance thereof (vide Bylaw 5, Clause 1). c. The Club President shall confirm in writing to the district treasurer within six months of the end of the accounting period that the Club s accounts and trust accounts have been properly prepared and examined. Clause 4 Fiscal Year 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 semi-annual periods extending from 1 July to 31 December and from 1 January to 30 June. Bylaw 10 Method of Electing Members Clause 1 Active Membership a. Any member of the Club except an honorary member may propose for membership any person who has the qualifications as specified in the Club Constitution. 4 It is recommended that where two other persons are carrying out the examination they have some financial knowledge. 5
b. Membership of the Club is by invitation only, at the discretion of the members. The administration of this process shall be the responsibility of the Secretary on behalf of Council. c. The Club may not limit membership in the club on the basis of gender, race, colour, creed, national origin or sexual orientation or impose any condition of membership. d. The procedure for election to active membership shall be in the following sequence: 1) The name of a prospective member, proposed by an active member of the Club, shall be submitted to Council in writing through the Secretary. A transferring or former member of another club may be proposed to active membership by the former club. 2) Council shall ensure that the proposal meets the membership requirements of the Club Constitution. 3) Council shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer, through the Secretary, of its decision. 4) If the decision of Council is favourable, the President is to arrange an informal meeting with the proposer and the prospective member. The President will ascertain that the prospective member is aware of the purposes of Rotary and of the privileges, responsibilities and costs of membership, and will complete a formal proposal for membership on the RIBI official form. The completed form will be delivered to the Secretary. 5) The Secretary is to promulgate information about the prospective member to all Club members (other than honorary) who then have seven days in which to submit written objection to the proposal, stating reasons, to Council. 6) If no such written objection is received by Council from any member of the Club, the prospective member, upon payment of the admission fee as prescribed in these bylaws, shall be considered to be elected to membership. 4) If any such objection has been filed with Council, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee shall be considered to be elected to membership. 5) Following the election, the Secretary shall arrange for the new member's induction, membership card, and new member Rotary literature. In addition, the Secretary will report the new member information to RI and the President will instruct the Chair of the Membership committee to oversee the new member's assimilation to the Club as well as assign the new member to a club committee. Clause 2 Honorary Membership a. Any person having the qualifications specified in Article 6, Section 6 of the Club Constitution may be proposed for honorary membership by Council provided such proposal is supported by not less than two-thirds of the members of Council. The name of the proposed honorary member shall then be submitted to the next AGM or to a special meeting convened for the purpose of considering that proposal. If the proposal receives the support of not less than two-thirds of those present and entitled to vote then the person so proposed shall be declared to be elected immediately upon acceptance as hereinafter provided. b. The Secretary shall, in writing, invite the person so elected to accept honorary membership and at the same time explain the conditions of honorary membership as set forth in Article 6 Section 6 and Article 10, Section 2c. of the Club Constitution. This communication to the person elected shall be the first intimation of the possibility of honorary membership. If the offer of honorary membership is accepted, the President shall 6
make appropriate arrangements for introducing the honorary member at a regular meeting of the Club. Bylaw 11 Resolutions No resolution or motion to commit the Club on any matter of public policy or any appeal to the Club for charitable or other subscriptions shall be discussed by the Club until it has been considered by Council. If offered at a Club meeting, such items shall be referred to Council without discussion before a decision is reached by the Club with whom the ultimate decision shall rest, provided always that such policy is not contrary to the general policy of RIBI. Bylaw 12 Order of Business Meeting called to order. Introduction of visitors. Grace. Meal. Loyal Toast. Toast to other Heads of State represented. Correspondence, announcements, and Rotary information. Address or other programme features. Committee reports if any. Other Club business. Visits to other clubs. Final Toast. Adjournment. Bylaw 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 given to each member at least ten days before such meeting. Bylaw 14 Dissolution of the Club In the event that the dissolution of the Club becomes a possibility, Council members should refer to By-law 12 of the Standard RIBI Club By-laws. 7