Bylaws of the Rotary Club of Saginaw
Article 1 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. Quorum:One-third of the club membership; a majority of directors for the Board.
5. RI: Rotary International.
6. Year: The 12-month period that begins on 1 July.
Article 2 Board
The governing body of this club is the Board consisting of the president, immediate past president, president-elect, secretary, treasurer, and four directors.
Article 3 Elections and Terms of Office
Section 1 — One month prior to elections, members may nominate candidates for president-elect, secretary, treasurer, and any open director positions. The nominations may be presented by a nominating committee, by members from the floor, or both.
Section 2 — A nominating committee shall consist of three members appointed by the President for a term of two years.
Section 3 —The candidate who receives a majority of the votes for each office is declared elected to that office.
Section 4 — A vacancy on the Board or any office shall be filled by the remaining members of the Board.
Section 5 — A vacancy of any officer-elect position or director-elect position shall be filled by the remaining members of the Board-elect.
Section 6 — Terms of office for each role are as follows:
President — One year.
President Elect — One year.
Past President — One year.
Treasurer — Three Years.
Secretary — Three Years.
Director — Three Years.
Article 4 Duties of the Board
Section 1 — President. The president shall preside at club and Board meetings.
Section 2 — Immediate Past President. The immediate past president shall serve as a director.
Section 3 — President-elect. The president-elect shall prepare for their year in office and serve as a director.
Section 4 — Director. A director shall attend club and Board meetings.
Section 5 — Secretary. The secretary shall keep membership and attendance records.
Section 6 — Treasurer. The treasurer shall oversee all funds and provide annual accounting of these funds.
Section 7 — Board members may perform additional duties as assigned.
Article 5 Meetings
Section 1 — Annual Meeting. An annual meeting of this club shall be held no later than 31 December to elect the officers and directors who will serve for the next Rotary year. A quorum of one-third of members must be present.
Section 2 — The regular weekly meetings of this club are held on Wednesday at 12 noon. Reasonable notice of any change or cancellation of the regular meeting shall be given to all club members.
Section 3 — Board meetings are held each month. Special meetings of the Board are called with reasonable notice by the president or upon the request of two directors.
Article 6 Fees and Dues
Section 1 — Any admission fee established by RI shall be paid before the applicant can qualify as a member.
Section 2 — Membership dues shall consist of RI per capita dues, subscription fees to The Rotarian or Rotary regional magazine, district per capita dues, club annual dues, and any other Rotary or district per capita assessment. Club annual dues shall be in an amount to be determined by the Board of Directors on a yearly basis. Membership dues shall be payable in accordance with the policies of the club as established by the Board.
Article 7 Method of Voting
The business of this club is conducted by voice vote or show of hands except for the election of officers and directors, which is conducted by ballot. If there are no more candidates than the number to be elected, the election may be held by voice vote. The Board may provide a ballot for a vote on a specific resolution.
Article 8 Committees
Section 1 — Club committees coordinate their efforts in order to achieve the club’s annual and long-range goals. There shall be the following committees:
Section 2 — Additional committees may be appointed as needed.
Section 3 — The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership.
Section 4 — Except where special authority is given by the Board, committees shall not take action until a report has been made and approved by the Board. The president or the Board shall refer additional business to a specific committee as needed.
Section 5 — 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 9 Finances
Section 1 — Prior to each fiscal year, the Board shall prepare an annual budget of estimated income and expenditures. The budget shall be adopted by the board at its first meeting of the Rotary year.
Section 2 — The treasurer shall deposit club funds in financial institution(s) designated by the Board, divided into two parts: club operations and service projects.
Section 3 — Bills are paid by the treasurer or another authorized officer when approved by two other officers or directors.
Section 4 — A thorough annual review of all financial transactions shall be completed by a qualified person.
Section 5 — An annual financial statement of the club shall be provided to club members.
Section 6 — The fiscal year is from 1 July through 30 June.
Article 10 Method of Electing Members
Section 1 — A member shall provide a candidate’s name to the Board. A transferring or former member of another club may also be proposed for membership by the former club. The proposal is kept confidential unless the Board instructs otherwise.
Section 2 — The Board shall ensure that the candidate meets all of Rotary’s membership requirements.
Section 3 — The Board shall approve or reject the candidate’s membership within 30 days and shall notify the proposer of its decision.
Section 4 — If the decision of the Board is favorable, the prospective member is invited to join the club, educated about Rotary and membership requirements, and asked to sign the membership proposal form and to allow his or her name and proposed classification to be conveyed to the club.
Section 5 — If no member of the club submits a written objection including reasons for the objection, to the Board within seven days after the club is notified of the prospective member, that person is considered to be elected to membership. If an objection has been filed with the Board, the club shall vote on this matter at its next meeting. If approved despite the objection, the proposed member is elected to membership.
Section 6 — The club may elect honorary members proposed by the Board.
Section 7 — All communication required by these bylaws, including meeting notices, may be sent electronically.
Article 11 Resolutions
Any resolutions or motions to commit the club to any position or action shall first be reviewed and approved by the Board. If resolutions or motions are first offered at a club meeting, they shall be referred to the Board without discussion.
Article 12 Dissolution
Upon dissolution of the club, the Board, after paying or making provision for payment of all liabilities of the club, including the costs and expenses of such dissolution, shall dispose of all the assets of the club exclusively for the exempt purposes of the club or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board. None of the assets will be distributed to any officer or director of the club.
Article 13 Amendments
These Bylaws may be amended at any regular club meeting. Changing the club bylaws requires that written notice be sent to each member 10 days before the meeting, that a quorum be present for the vote, and that two-thirds of those present and voting support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.
Adopted by the Board of Directors by resolution and vote of all directors on the date below: