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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 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.  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 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. 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 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 due invoices will be sent by the 5th of June and will have a due date of August 15th.  Invoices paid from August 16th to August 31st may be subject to a late fee.  The late fee amount will be determined each year at the time the membership due fees are reviewed and/or updated.  Invoices paid September 1st or after will be considered a new membership and a new application will need to be completed.  Members will receive no less than three notifications of unpaid dues through ClubRunner. 

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 Relations
​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.

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 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. General practice is for this to be provided at the annual meeting in December.
Section 6 — The fiscal year is 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 is at a reduced 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. 

Article 11 Method of Electing Members

Section 1  A member shall provide a candidate’s membership application to the Board or any member of the membership committee.
Section 2  The sponsoring member shall act on good faith that the candidate encompasses the purpose of promoting high ethical standards in 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  Once an application is received, the President will announce the name of the prospective member to the club at no less than two club meetings.
Section 4  If no member of the club submits a written objection including reasons for the objection, to the Board within seven days after the club’s second notification 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 5  If the decision of the Board is favorable, the prospective member is invited to join the club, educated about Rotary and membership requirements.
Section 6  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 7  The club may elect honorary members proposed by the Board.
Section 8  All communication required by these bylaws, including meeting notices, may be sent electronically.  

Article 12 Power to Suspend or Expel Members

Section 1  The Board of Directors 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 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
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 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 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: