BYLAWS of ROTARY INTERNATIONAL DISTRICT 5470

PREAMBLE: The actions of Rotary International District 5470 (“District”) are governed by the Rotary International Constitution (“RIC”), Rotary International Bylaws (“RIB”), the Rotary Code of Policies (“RCP”), the Standard Rotary Club Constitution (“SRCC”) and the laws of the state of Colorado (“CRS”), collectively referred to as the Governing Documents. Items set forth in these Bylaws that are contained in the above Governing Documents will so indicate. Supplemental items included by the District are in italics. Where any provision of these Bylaws is not in conformity with the Governing Documents,the Governing Documents shall prevail at all times. Any discrepancies noted or interpreted will be immediately brought to the attention of the District Governor in writing.

I. PURPOSE

The purpose of this document is to provide district procedures of administration and operation established by district resolutions adopted and remaining in effect for the guidance and assistance of current and future district and club officers.

II.CLUBS

  1. Administration.

The administration of the clubs shall be under the general supervision of the board of Rotary International (“RI”). Supervision of the clubs will be by the District Governorunless otherwise directed by the board. (RIC, Article 8, Section 2.)

  1. Club Reports.

Each club shall certify to the RI boardin a manner prescribed by the board the number of its members on 1 July and on 1 January in each year or on such other dates as established by the board. (RIB 18.020.)

  1. Unusual Activities.

Where a club proposes to engage in an unusual activity which is likely to involve liability on the part of the club, such activity should be separately incorporated from the club itself. (RCP 2.070)

  1. Legal and Insurance Counsel.

Clubs should obtain the advice of legal counsel and liability insurance counsel with respect to the need for protection against liability resulting from club projects and activities through the incorporation of clubs or its activities. Clubsin the U.S. and its territories and possessions must participate in the club and district general liability insurance program administered by RI. (RCP 2.080.)

  1. Clubs and Politics.

RI and its member clubs must refrain from issuing partisan political statements. Rotarians likewise are prohibited from adopting statements with a view to exerting any corporate pressure on governments or political authorities. However, it is the duty of Rotarians within their clubs to keep under review political developments in their communities and throughout the world, insofar as they affect their service to their vocations and their communities as well as the pursuit of the Rotary objective of world understanding and peace. They also are expected to seek reliable information through balanced programs and discussions so that each club member can reach his or her own conclusions after a fair collective examination of the issues. Outside of their clubs, individual Rotarians are to be active in as many legally constituted groups and organizations as possible in order to promote through exemplary dedication, the awareness of the dignity of humankind and respect of human rights of the individual. (RCP 2.90) (See also RCP 33.040.1 Use of Rotary Name for Political Means.)

  1. Club Programs: Issues of Public Interest.

A club may properly discuss public questions of interest to its members provided that, when such questions are controversial, both sides are adequately presented. No corporate action shall be taken on any pending controversial public measure. (RCP 7.030.2.)

  1. Failure to Comply With Youth Protection Laws.

Upon obtaining information that a club has failed to address an allegation against a member in connection with a Rotary-related youth program for violating applicable law regarding the protection of youth, the board may suspend or terminate the membership of the club in accordance with RI Bylaws section 3.030.5. (RCP 2.110.2.)

  1. Prohibition of Mandatory Contributions to The Rotary Foundation.

The Rotary Foundation has developed on the basis of voluntary contributions. Contributions to the Foundation shall not be a condition of membership, and any reference implying such condition of membership shall not appear on the membership application card. Clubs are prohibited from enacting a bylaw that makes contributions to the Foundation a condition of membership. Any reference to such contributions on membership identification cards is not authorized. (RCP 020.2)

  1. Use of Directories.

No member of a Rotary club shall use the official directory or any other database or list of names compiled in connection with a Rotary-related project or activity for commercial purposes. The official directories of RI, its districts and clubs, as well as any other database or list of names compiled in connection with a Rotary-related project or activity shall not be made available by Rotarians or by clubs or districts for the purpose of circularization. This applies to directories in electronic and printed formats. (RCP 11.10.6 & 11.20.4.19)

  1. Club and District Directories.

Any club or district publishing a directory shall publish in that directory a notice to the effect that the directory is not for distribution to non-Rotarians nor may it be used as a commercial mailing list.(RCP 11.010.7.)

  1. Annual Financial Statements.

Any unofficial Rotary program, group, or entity using the word “Rotary” in its name or requesting support or participation from Rotarians, Rotary clubs, and/or Rotary districts is requested to submit an annual financial statement showing revenues and expenditures during the past Rotary year, and a statement of funds on hand at the time of the report, to its members and participants, and to the general secretary upon request, by 1 October in each year. In lieu of submitting reports to members and participants, this annual statement may be posted on any website existing for the organization and shall remain on the website until the report for the following year is posted. (RCP 11.010.8.)

  1. Qualifications to Serve as Club President.

A candidate for the office of president shall have served as a member of (said) club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of the requirement. The president-elect shall attend the district President-Elect Training Seminar (“PETS”) and the District Training Assembly (“DTA”) unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect. If the president-elect does not attend the PETS and the DTA and has not been excused by the governor-elect or, if so excused, does not send a designated club representative to such meetings, the president-elect shall not be able to serve as club president. In such event, the current president shall continue to serve until a successor who has attended a PETS and DTA or training deemed sufficient by the governor-elect has been duly elected. (SRCC Article 13 Section 5 (c)).

It shall be the responsibility of each club to cover the cost of attendance of the president-elect. The registration fee for PETS shall be based upon the previous year’s PETS registration fees. An additional cost based upon inflation or otherwise shall be borne by the club. The assessment shall be divided into two equal installments and will be included with each semi-annual dues billing to each club. Failure to pay the assessments will carry the same penalty as nonpayment of dues.

  1. Club and District Liability Insurance
  1. Maintenance of Liability Insurance.

Each club shall maintain liability insurance for its activities as appropriate for its geographic region. (RCP 72.050.1)

  1. Mandatory Participation in Liability Insurance Program for Clubs in the U.S.

a)RI will maintain a policy of general liability and directors and officers/employment practices liability insurance, with limits deemed appropriate by the general secretary, protecting RI and clubs and districts located in the U.S. and its territories and possessions. Each club in these regions must participate in the program.

b)The general secretary shall have authority to negotiate participation in the program on either a primary or an excess basis with clubs that have unique insurance risks, including but not limited to clubs that possess all of the following risks:

• Permanent, full-time employees;

• Ownership of real property with substantial acreage;

• Services provided to persons with physical and mentaldisabilities on this real property.

c)Each club covered by this policy will be billed annually an amount sufficient to pay for the insurance coverage and related administrative expenses. The amount billed each club will be based on membership statistics stated in the semiannual reports. The general secretary may vary the amount billed to clubs in different areas within these regions based on independent actuarial studies.

d)The general secretary will develop appropriate policies and procedures for implementing and administering the policy, including mechanisms for communicating with clubs and districts regarding their participation. (RCP 72.050.2.)

e)All Rotary Clubs in the district are members of Rotary International District 5470 (RCP 17.020.2)

III.DISTRICT

  1. District Corporation.District 5470 is a Colorado Non-Profit Corporation incorporated July 22, 2005.
  1. The directors of the District shall include the current district governor, (President and chairman of the board of directors) the district governor-elect (Vice-President) and Treasurer and Secretary and the most recent past district governor who has served in our District, and such other Rotarians, if any, as may be determined by the district governor. The District may elect such other officers as required by local law and as provided for in its corporate documents. (RCP 17.020.2)There shall be at least seven (7) directors to include the five (5) ex-officio directors and two (2) at large directors who shall serve at the pleasure of the district governor.(RCP 17.020.1) The board of directors and officers of the district corporation shall be limited to Rotarians who are members of clubs in the district. (RCP 17.020.1(8).)
  1. The governor shall report to the clubs annually on the status of the District incorporation. (RCP 17.020.1 (11).)
  1. A governor shall provide the Rotary International Board immediate notice of any dissolution or other change in the status of the District incorporation. (RCP 17.020.4.)
  1. Tax Status of District.

District 5470…must utilize Rotary International’s 501 (c) (4) group tax exemptions. (RCP 17.020.3.)

  1. District Organization and Administration.
  1. District Leadership Plan.

The District will…develop and adopt a District Leadership Plan in conformity with the then current Manual of Procedure. (RCP 17.030)

2. District Committees.

District committees are charged with carrying out the goals of the district asformulated by the governor with the advice of the assistant governors. The governor-elect, governor, and immediate past district governor should work together to ensure continuity of leadership and succession planning. The governor-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. Committees shall be appointed to address on-going administrative functions, as follows:

Membership Attraction and Engagement

New Club Development

Finance

District Programs (Youth Exchange, Rotaract, Rotary Community Corps, Rotary Fellowship, Rotary Friendship Exchange, RYLA)

Public Image

District Conference

The Rotary Foundation

RI Convention Promotion

District Training

Service, including club, community, international, youth and vocational services, alumni and membership benefits

Legislation

Administration and Management

District Service

Youth Service

Additional district committees are appointed when they serve a specific function as identified by the governor and the district leadership team. (RCP 17.030.3.)

Information on the specific purpose, duties and responsibilities, additional qualifications and additional training requirements for committees other than those specified herein can be found at RCP 17.030.2, District Guidance documents, and as determined by the governor.

  1. Records.

The outgoing governor shall pass on to his or her successor any and all information, including all relevant records, documents, and financial information, to assist the incoming governor in carrying out the duties of governor no later than 30 days after the end of the Rotary year. (RCP 17.050.)

D.District Finance Committee.

1. Purpose:

The district finance committee shall safeguard the assets of the district fund by reviewing and studying the amount of the per capita levy and necessary expenses of district administration, and shall prepare an annual report on the status of the district’s finances for the district training assembly.

2. Structure:

The district treasurer shall serve as ex-officio member of the committee.

3. Additional Qualifications of Members:

a) Preference should be given to those with previous service as club treasurer.

b) Preference should be given to accounting/finance as a component of their vocation or profession.

4. Duties and Responsibilities:

a) Prepare a budget of district expenditures in cooperation with the district governor to be submitted to the clubs at least four weeks prior to the district training assembly and approved at a meeting of incoming club presidents at said assembly.

b) Review and recommend the amount of per capita levy to be approved.

c) Assure that proper records of income and expenditures are kept.

d) Prepare a yearly financial report to be presented at the district training assembly.

e) A member of the committee, preferably the treasurer, shall,together with the district governor, be a signatory on the bankaccount(s) of the district fund. Two authorized signatures will be necessary for any withdrawal in excess of $1000. The bank account shall be heldin the name of the district. (RCP 17.030.2 (C)

IV.DISTRICT FUND

A. Establishment of a District Fund

The RI bylaws provide for the establishment of a District Fund for financing district sponsored projects and the administration and development of Rotary. Care must be taken to ensure that (1) per capita levy approval is sought in accordance with the RI bylaws, (2) the funds are not under the control of a single individual, and (3) an annual statement and report of income and expenditure is presented to the following district conference as well as to the clubs. Any person who fails to fulfill financial requirements, including improperly administrating the district fund or failing to comply with subsection 16.060.4., shall be prohibited from holding any RI office or district office until financial irregularities are resolved within the district. (Enactment 16-89)(RCP 16.061)

B. Operation of a District Fund

A district finance committee shall be set up to review and study the necessary expenses of district administration. The governor shall appoint one member to serve one (1) year, one to serve two (2) years, and one to serve three (3) years, and thereafter, each succeeding year, the governor in office shall appoint one Rotarianfor a period of three (3) years to fill the vacancy. Cooperating with the governor, this committee shall prepare a budget of district expenditures which shall be submitted to the clubs at least four (4) weeks prior to the district training assembly and approved at a meeting of the incoming club presidents at such district training assembly. The amount of any per capita levy on clubs for a district fund should be decided in accordance with the RI Bylaws.

One member of the district finance committee, named by the governor, shall act as treasurer and keep proper records of income and expenditure of the fund. The fund shall be held in a bank account in the name of the district and be supervised by the governor jointly with another member of the district finance committee, who should preferably be the treasurer when available. The governor must supply an annual statement and report of the district finances to each club in the district by 1 October following the completion of his/her year of service as governor. The annual statement and report shall be reviewed by a qualified accountant or a district audit committee and shall include details as prescribed by RI Bylaws section 16.060.4. This annualstatement and report, shall be presented for discussion and adoption at the next district meeting to which all clubs are entitled to send a representative and for which 30 days’ notice has been given that the statement of the district finances will be presented for adoption, or if no such meeting is held, by the following district conference.

The district (by a majority of votes at the district conference or through ballot-by-mail) may decide the operation of the district fund in another manner, provided it meetsthe requirement as mentioned under “Establishment of a District Fund.” In the absence of any decision of the district, the manner of operation of the district fund asmentioned hereinabove will apply.

Where funds are raised for a specific purpose such as a joint district youth exchange, a budget of expenditure shall be prepared and submitted to the governorand the finance committee for approval, and this shall then be included as aseparate item in the financial report submitted to the district training assembly or conference by the finance committee. It is essential to maintain a separate bank account for such funds and to have the chair of the joint youth exchange committee or such other committee as may be involved as one of the signatories.

The district Youth Exchange Committee shall prepare and distribute a report to the district governor, the District Finance Committee and all clubs on a semi-annual basis.

When appropriately established, payment of the per capita levy is mandatory on all clubs of a district. The Board of Directors of RI may, upon receipt of certification from the governor that a club has failed for more than six months to pay such levy, suspend the services of RI to the club while the levy remains unpaid. (RIB16.060.3.)

V.MEETINGS

The Rotary Code of Policies, Article 20 outlines the District meetings, requirements and guidelines. The governor shall plan, promote, and preside at all official district meetings except as otherwise expressly provided. (RCP 20.0)

The District Board meeting shall be at the call of the District Governor or Governor Elect. Meetings may be held by phone, in person or by e-mail in person or by proxy.

VI.NOMINATIONS AND ELECTIONS OF GOVERNORS