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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 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.  In the event that the President is not able to attend a club meeting, any Past President may preside over that meeting. 
Section 2  Immediate Past President. The Immediate Past President shall serve as a Director. In the event the President is not able to preside at a Board meeting, the Immediate Past President may run the meeting.
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 maintain membership information, attendance records and Board meeting minutes.
Section 6  Treasurer. The Treasurer shall oversee all funds and provide accounting of these funds, as provided in Article 9.
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 and also provide an accounting of club finances. 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. Reasonable notice of any change or cancellation of a monthly board meeting shall be given to all board members.  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
Membership dues shall consist of RI per capita dues, subscription fees to the 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 on an annual basis. Membership dues invoices will be sent by 30 April and will have a due date of 15 June.  Invoices paid after 1 July may be subject to a late fee.  The late fee amount will be determined each year at the time the membership fees are reviewed and/or updated. Members may elect to pay their dues in two installments with a service fee, and shall receive no less than three notifications of unpaid dues.  
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:
​​Club Administration
​​Public Image
​Rotary Foundation
Service Projects
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.
Section 6 – All social media accounts and club web pages used by the club or any committee shall have, at a minimum, two active members acting as administrators.
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 three parts: club operations, foundation projects & grant projects. 
Section 3  Bills are paid by the Treasurer as needed if they are within the scope of the annual approved budget.  Bills outside the scope of the budget 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 at the annual meeting in December, along with a mid-year report for the current Rotary year.
Section 6 — The fiscal year runs from 1 July through 30 June.  
Article 10 Types of Membership
Section 1  Active/General.  These members enjoy all the benefits, opportunities, and responsibilities of Rotary, including making motions at meetings, holding an office in the club, and voting on matters that come before the club.  They are required to pay annual dues as set by the club.
Section 2  Family/Associate.  In lieu of the Active/General membership described in Section 1 above, a club member may opt for a family membership status.  This would allow the primary member’s spouse or significant other to join the club with full membership rights.  This membership has a reduced rate for membership dues for the second individual.  Annual dues for a family membership are reviewed annually to ensure the cost of the second membership is at least covering all RI expenses and dues. 
Section 3 – Business/Corporate Membership.  Allows members of that organization to enjoy all the benefits as set forth is Section 1 above, allowing for a change of members during the fiscal year.  Only one designated member will be allowed to hold office, make motions or vote on matters relating to the club.
Section 4 – Honorary.  An honorary member shall enjoy all the benefits of participating in Rotary meetings and club activities.  They shall have no rights to make a motion, vote or hold office and will not be required to pay annual dues.
Article 11 Method of Electing Members
Section 1  A member or another club shall provide a candidate’s membership application or transfer request to the Board or the membership committee.
Section 2  The sponsoring member or club shall act on good faith that the candidate encompasses the purpose of promoting high ethical standards in their business and profession, fosters the ideal of community service and recognizes the positive change implemented through involvement in community and international service projects, that enrich and foster world peace and cultural understanding. 
Section 3  The board approves or rejects the candidate’s membership application within 30 days and notifies the proposing member 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.
Section 5  A membership dues invoice will be sent to the new member within 20 days and payment will be due within 45 days of that notice.
Section 6  The club may elect honorary members as proposed by the Board.
Section 7  All communication required by these bylaws, including membership and meeting notices, may be sent electronically.  
(Section 4 regarding objections to a membership was removed and Section numbers realigned.  It was removed as there is a provision to forfeit, suspend or expel a member.)
Article 12 Power to Suspend or Expel Members
Section 1  The Board shall have the power by the affirmative vote of the majority members of the Board to forfeit membership of any member, and to expel any member, for any conduct on his/her part which is likely, in its opinion, to injure the welfare or character of the club. 
Section 2  The Board may suspend or terminate the membership of any club member who has misused funds from the Club or the Rotary Foundation or who otherwise has breached the stewardship policies of the Rotary Foundation. 
Article 13 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 14 Dissolution  (Changed font color and size)
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 of 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 member, officer or director of the club. 
Article 15 Amendments
These Bylaws may be amended at any regular club meeting.  Changing the club bylaws requires that written notice, either physically or electronically, be sent to each member 21 days before said 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 on the date indicated below: