The Rotary Club of Burlington Central Ontario

THE ROTARY CLUB OF BURLINGTON CENTRAL ONTARIO

Club By-laws

(September, 2009)

BY-LAWS OF THE ROTARY CLUB

OF BURLINGTON CENTRAL, ONTARIO

MEMBERS, DIRECTORS AND OFFICERS
A Member of the Club is a Rotarian who continues to fulfill all of the requirements for membership in the Club and Rotary International including the payment of all dues and fees.
The governing body of this Club shall be a Board of Directors the members of which shall be elected by the members of the Club at the Annual General Meeting. The Board of Directors shall consist of Eleven (11) members of the Club, Five (5) of which shall be Officers of the Club, elected to the offices of President, President Elect/Vice President, Past President/Vice President, Secretary and Treasurer and Six (6) of which shall be elected as Directors at large without office.
The Officers of the Club shall be as follows:

President;

President Elect/Vice President;

Past President/Vice President;

Treasurer;

Secretary;

Sergeant at Arms.

1.4.Election of Officers and Directors shall take place, except as stated in Article 3.6 herein, as follows:

The Board of Directors shall appoint a nominating committee no later than the August Board meeting of each year. The Nominating Committee shall be composed of seven (7) Club members, one (1) of whom shall be a Past President of this Club, one (1) of whom shall be the President Elect, one (1) of whom shall be the Current President of the Club and four (4) of whom shall be Members with no less than four (4) years membership in the Club, are not currently members of the Board of Directors or a Past President of this Club and at least two (2) of whom shall have been past members of the Board of Directors. No person shall be eligible for service on the Nominating Committee for more than two consecutive years.

The names of the members of the Nominating Committee shall be announced to the Club no later than the end of August, and shall be published in the Club Bulletin.

The Nominating Committee shall elect a Chair from among its members.

The Nominating Committee shall prepare a slate of nominations of Members who are willing to stand for election for the positions of officers and directors of the Club that will become vacant at the end of the Rotary year. The nominations shall be announced by the first regular Club meeting in October. Members shall be advised that additional nominations may be made in accordance with the provisions of these by-laws. Additional nominations, duly proposed and seconded by Members, of a Member or Members who are willing to stand for election to the vacant positions may be made in writing at any time prior to the end of the third regular meeting in October, after which no additional nominations may be made. A list of nominations shall be announced at the last regular meeting of the Club in October. Notice of all nominations received shall be given to all Club Members in writing either by publication in the Club newsletter or by special notice. Such notification shall be delivered, e-mailedor mailed not later than the last day of October.
The election of Officers and At-large Directors shall be conducted at a regular meeting of the Club in November. This meeting shall be the Annual General Meeting of the Club. If there is only one nominee for any office, that person shall be declared elected by acclamation.
The election of Officers and At-Large Directors shall be by secret ballot (except for the case of election by acclamation in accordance with subsection c above). The election shall be conducted by the Chair of the Nominating Committee or, in the absence of the Chair, by such other member of the Committee as determined by the Committee. Other than in the case of a tie, the Chair of the Nominating Committee, or such other members of the Committee who conducts the election, shall not vote.
The Nominating Committee shall publish the rules governing an election in the Club Bulletin at least two weeks prior to the date of the meeting at which an election is to be conducted.

Campaigning, canvassing or electioneering by or on behalf of any candidate is not permitted. If candidates become aware of any such activities on their behalf, they shall immediately express their disapproval to those so engaged, and shall instruct them to terminate such activities.

Where a Club Member is unable to attend a meeting at which an election is to be conducted, the Member shall, on request to the Club Secretary, be given a ballot and an envelope identified only with a number. The Member shall return his or her marked ballot to the Club Secretary in the envelope provided. On election day the Club Secretary shall deposit the ballot(s) in the ballot box, and will advise the Chair of the Nominating Committee of the name or names of the Members on whose behalf he or she has deposited ballots in the ballot box so that they will be counted as having voted.
The Nominating Committee shall appoint three (3) scrutineers who are not members of the Committee, to count the ballots and to report to the Club Members the names of those individuals who were elected to the various positions.

In the case of a tie, the scrutineers shall, before reporting to the Club Members, so advise the Chair of the Nominating Committee, who shall then cast the deciding ballot.

Following the report of the scrutineers, the Chair of the Nominating Committee shall advise the Club Members that he/she would entertain a motion that the ballots be destroyed.
A vacancy on the Board of Directors or any office shall be filled by resolution of the Board until the end of the Rotary year.
A vacancy in the position of any officer elect or director elect shall be filled, by resolution of the Board of Directors on the recommendation of the Board of Directors Elect, until the end of the next Rotary year.
Officers and Directors shall be elected for a term of two years and may be re-elected for an additional term. No Officer or Director shall serve more than two consecutive terms. Notwithstanding the above, Officers serving in the capacity of President, President Elect/Vice President or Past President/Vice President shall be elected to a one year term and may serve on the Board for two or more consecutive terms.

MEETINGS OF BOARD OF DIRECTORS

All Members of the Club shall be entitled to attend Board meetings, but may not vote on any matter. From time to time the Board of Directors will be dealing with matters of privilege and confidentiality and in these instances the Board may elect to deal with such topics “In Camera”.

DUTIES OF OFFICERS
President: It shall be the duty of the President to preside at meetings of the Club and Board of Directors and to perform such duties as ordinarily pertain to this office and as prescribed by Rotary International and the Club membership from time to time.
Past President/Vice President: It shall be the duty of the Past President/Vice President to preside at meetings of the Club and Board of Directors in the absence of the President and to perform such duties as ordinarily pertain to these offices and as prescribed by Rotary International and the Club membership from time to time.
President Elect/Vice President: It shall be the duty of the President Elect/Vice President to preside at meetings of the Club and Board of Directors in the absence of the President and Past President/Vice President and to perform such duties as ordinarily pertain to these officers and as prescribed by Rotary International and the Club membership from time to time.
Secretary: It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the Club, Board and Committees, record and preserve the minutes of such meetings, make the required reports to RI, including the semi-annual reports of membership which shall be made to the general secretary of RI on January 1st and July 1st of each year, and including prorated reports to the general secretary on October 1st and April 1st of each active, senior active and past service member who has been elected to membership in the Club since the start of the July or January semi-annual reporting period, the report of changes in membership, which shall be made to the general secretary of RI, the monthly report of attendance at the Club meetings which shall be made to the district governor immediately following the last meeting of the month, collect and remit to RI subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to his/her office.
Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the Club at least three times per annum including an annual report, and at such times as deemed necessary by the Board of Directors. The Treasurer shall perform such duties as usually pertain to the office. Upon expiration of the term of office the Treasurer shall immediately transfer all bank papers, deposit certificates, books and such other documents and papers relevant to the office to the Treasurer’s successor or the President
Sergeant-at-Arms:

a)The President Elect/Vice President shall at a date prior to June 1, submit for approval to the Board Elect the name of the President Elect/Vice President’s recommendation for Sergeant-at-Arms.

b)The duties of the Sergeant-at-Arms shall be such as are usually prescribed to the office and such other duties as may be prescribed by the President from time to time.

c)The Sergeant-at-Arms shall not by virtue of the office alone, be a member of the Board of Directors, although a Director at-large may also be the Sergeant-at-Arms.

4. MEETINGS

4.1.An annual meeting of this Club shall be held on either the second or third Thursday of December as prescribed by the Board of Directors.

4.2.The regular weekly meeting of this Club shall be held on Thursday at 7:15 a.m. Due notice of changes in or cancellations of a regular meeting shall be announced at least one week prior to the change.

4.3.All Members excepting an honorary member (or Member excused by the Board of Directors of this Club, pursuant to article VII section 3. of the standard Rotary Club constitution) of this Club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the Member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this Club or at any other Rotary Club.

4.4.A simple majority of Members of the Club shall constitute a quorum at the annual, specially convened or regular meetings.

4.5.Regular meetings of the Board shall be held at least once per month at the call of the President. The President may call a special Board meeting on at least 12 hours notice. Where two or more members of the Board request a meeting such meeting will be called with due notice being served.

4.6.A simple majority of Board members shall constitute a quorum at meetings of the Board.

5. FEES AND DUES

5.1.An admission fee recommended by the Board of Directors and adopted by the membership in an annual, special or regular meeting duly constituted shall be paid before a proposed member will be accepted into Club membership.

5.2.Membership annual dues shall be as recommended by the Board of Directors from time to time and adopted by the membership in an annual, special or regular meeting of the Club. Dues are payable on or before July 1 annually and will include a subscription to the Rotarian magazine. The Board in its discretion may resolve that in general or special cases dues may be payable semi-annually on July 1, and January 1. The Board in its discretion may resolve to pro-rate Membership Dues for new members. Non-payment of annual dues will result in forfeiture of membership, pursuant to the Constitution of the Club.

6. METHOD OF VOTING

The business of this Club shall be transacted by “viva voce” vote except the election of Officers and Directors and a vote on a major project, which shall be by secret ballot. A major project is one that requires significant financial commitment, usually over more than one year, and involves the Club in special fundraising activities. Such projects are likely to involve but are not restricted to, a commitment of $100,000 or more. Approval of a major project requires a vote in favour by at least two thirds of the votes cast. Approval of business transacted by:"viva voce” vote requires a vote in favour by a simple majority of members present.

AVENUES OF SERVICE

7.1.The President shall, subject to the approval of the Board, appoint members to the following Standing Committees:

Club Service

Youth Service

Membership Service

Vocational Service

Community Service

International Service

In addition, the President shall, subject to the approval of the Board, identify Sub-Committees on key phases of the various avenues of service.

7.2A member of the Board of Directors shall chair each of the Standing Committees.

7.3Where feasible and practical in the appointment of Club Committees, there shall be provisions for continuity of membership, either by appointing one or more members for a second term or by appointing one or two members to a two year term. Committee Chairmen will not be eligible for service on the same Committee for a period in excess of two years except in special circumstances and where specifically approved by the Board of Directors.

7.4Continuity being especially important in the Classification, Membership Development, and Rotary Information Sub-Committees, at least One (1) member of these Sub-Committees may be appointed each year to serve for a period of more than one year.

7.5The President shall be ex officio, a member in all Committees and such, will enjoy all the privileges of such membership.

7.6Each Standing Committee, Chaired by a Director, or a Sub-Committee acting under such a Director, shall transact such business as is delegated to it by these by-laws and other such business/responsibilities that may be referred to it from time to time by the President or the Board of Directors.

7.7Directors or their Standing Committees or their Sub-Committees shall not take action in any matter which requires an expenditure greater than approved by their budget; or which would involve any Rotary Club other than the Rotary Club of Burlington Central, without prior approval of the Board of Directors.

DUTIES OF DIRECTORS

8.1Director of Community Service: The Director or Community Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in their community relationships. The Community Service Committee shall be responsible for all community service activities of the Club.

8.2Director of International Services: The Director of International Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in matters relating to International service. The International Service Committee shall be responsible for all international service activities of the Club.

8.2Director of Membership Service: The Director of Membership Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in servicing the growth and development of the members and the membership of the Club. The Membership Service Committee shall be responsible for all membership service activities of the Club.

8.4Director of Club Service: The Director of Club Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in matters relating to Club service and administration of the Club. The Club Service Committee shall be responsible for all club service activities of the Club.

8.5Director of Youth Service: The Director of Youth Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in matters relating to Youth. The Youth Service Committee shall be responsible for all youth service activities of the Club.

8.6Director of Vocational Service: The Director of Vocational Service, through the Standing Committee to which the Director has been appointed, shall devise and carry into effect plans which will guide and assist the Members of this Club in discharging their responsibilities in matters relating to vocational service. The Vocational Service Committee shall be responsible for all vocational service activities of the Club.

LEAVE OF ABSENCE

Upon written application to the Board of Directors, setting forth good and sufficient cause, leave of absence may be granted excusing a Member from attending Club meetings for a specified period. The Board of Directors may grant leave of absence without written application in cases of serious illness or prolonged sickness. Except for absences due to serious illness or prolonged sickness, the Club must report the Member absent for attendance purposes.