Article 2:   Board

The governing body of this club shall be the Board consisting of fifteen (15) members. Six Officers; president, vice-president, president-elect, secretary, treasurer, immediate past president, and nine Committee Directors; Club Service, Vocational Service, Community Service, International Service, New Generations, RI Foundation, Fund Raising, Public Relations, and Membership.

Article 3 A:   Appointment of Committee Directors

Upon election, the President-elect shall appoint members of the club to serve the vacant Committee Directors commencing the following 1 July who shall have responsibilities for club activities in the areas of Club Service, Vocational Service, Community Service, International Service, New Generations, RI Foundation, Fund Raising, Public Relations & Membership. Each Committee Director shall serve for a two-year period. The intent is to have half the Committee Directors rotate every year to maintain continuity of leadership.

Article 3 B: Election of Officers

Section 1 – In the early fall, the Nominating Committee, consisting of the Past President, President, and President Elect, shall request and accept recommendations from the membership and submit a slate of Officers for the annual election.

Section 2 – The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting (Article 5). The candidates for president, vice-president, secretary, treasurer, president-elect and immediate past president receiving a majority of the votes shall be declared elected to their respective offices. The candidate for president-elect in such balloting shall serve as a member of the Board for the year commencing on the first day of July next following the election, and shall assume office as president on 1 July immediately following that year.

Section 3 – If an Officer position becomes vacant, the Nominating Committee shall submit recommendations to the Board, which will vote for the replacement to complete the term of office.

Section 4 – A vacancy in the position of any Committee Director shall be filled by the President, and the remaining term completed.

Article 4 A: Duties of Officers

Section 1 – President. It shall be the duty of the president to preside at meetings of the club and the board and to perform other duties as ordinarily pertain to the office of president. The President also has the ability to create ad-hoc committees for specific purposes.

Section 2 – President-Elect. It shall be the duty of the president-elect to serve as a member of the board of directors of the club and to perform such other duties as may be prescribed by the president or the board.

Section 3 – Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and the board in the absence of the president and to perform other duties as ordinarily pertain to the office of vice-president.

Section 4 – Secretary. It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of club, board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, which shall include per capita dues for all members and prorated dues for active members who have been elected to membership in the club since the start of the July or January semiannual reporting period; report changes in membership; provide the monthly attendance report, which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary.

Section 5 – Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for it to the club annually and at any other time upon demand by the board, and to perform other duties as pertains to the office of treasurer. Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts, or any other club property.

Section 6 – Past President. It shall be the duty of the immediate past president to serve as a member of the Board of Directors, provide liaison with the Woodinville Rotary Charitable Foundation and to perform other duties as ordinarily pertain to the office.

Article 4 B: Duties of Committee Directors

Section 1 – Director-Club Service. The director for Club Service shall assume responsibility for club meeting arrangements, facilities, programs and special events.

Section 2–Director-Vocational Service. The director for Vocational Service shall be responsible for all programs that fall under the theme of Education, Literacy, and Scholarship. This includes recommending scholarships for distribution at local high schools and colleges located within the greater Woodinville service area. Committees will be formed to conduct or monitor the selection of scholarship recipients. This Director will be our liaison, and if possible a board member/Trustee, to the Northshore Scholarship Foundation.

Section 3—Director-Community Service. The director of Community Service shall identify programs and organizations in the greater Woodinville community for the club to support financially and through stewardship.

Section 4—Director-International Service. The director for International Service shall encourage club members to identify educational or humanitarian programs that address the needs of communities in other countries. The director shall also consider international projects supported by Rotary International and seek potential projects in which the club could work with other clubs, District 5030 and Rotary International to maximize financial support for international projects important to the club.

Section 5—Director-New Generations. The director for New Generations shall develop and implement plans to incorporate the Rotary International fifth avenue of service. The director shall be responsible for such programs as Youth Exchange, Rotary Youth Leadership Assembly (RYLA), Interact, and Rotaract.

Section 6—Director-RI Foundation. The director for Rotary Foundation shall assume responsibility to develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.

Section 7—Director-Fund Raising. The director for Fund-Raising shall assume responsibility for organizing and directing major fund-raising events determined by the club.

Section 8—Director-Public Relations. The director for Public Relations shall develop and implement plans to provide the public with information about Rotary and to promote the club’s service projects and activities

Section 9—Director-Membership. The director for Membership shall assume responsibility for the development and implementation of a comprehensive plan for the recruitment, education and retention of club members.

Article 5:   Meetings

Section 1 – Annual Meeting. An annual meeting of this club shall be held on the second Tuesday of December in each year, at which time the election of officers to serve for the ensuing year shall take place.

Section 2 –Weekly meetings of this club shall be held on Tuesday at 7 a.m.

Due notice of any changes in or canceling of the weekly meeting shall be given to all members of the club.

Section 3 – One-third of the membership shall constitute a quorum at the annual and weekly meetings of this club.

Section 4 – Board meetings shall be held monthly as scheduled by the President. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) Board Members, due notice having been given.

Section 5 – The Board, providing that each member has access to electronic transmission capabilities, may conduct club business through a vote via electronic transmission. When notice of intent to conduct club business is given by electronic transmission, such notice shall be deemed to be delivered when sent.

Section 6 – A majority of the officers and directors, either in person or by written proxy, shall constitute a quorum of the board.

Section 7 – A simple majority is sufficient to pass Board actions.

Article 6:   Fees and Dues

Section 1 – The admission fee shall be as determined by the Board. Individuals who have maintained Rotary membership elsewhere, and who desire to transfer to the Rotary Club of Woodinville, will not be charged a transfer or admission fee.

Section 2 – The membership dues & fees shall be as determined by the Board per annum, payable monthly upon receipt of an invoice.

Section 3 – Additional fees and charges for special events and for meeting costs shall be established by the Board of Directors and included in notices of payments due.

Section 4 – Member payment is due in full within 30 days of receipt.

Article 7:   Method of Voting

The business of this club shall be transacted by viva voce* vote except the election of officers and directors, which shall be by ballot. The board may determine that a specific resolution be considered by ballot rather than by viva voce vote.

Article 8:   Leave of Absence

Upon written application to the President, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time. While under the status of leave, the member’s financial obligation to the club shall be limited to payment of RI quarterly dues. The preferred leave of absence for Woodinville Rotary will be for a period of six months at which time the member is required to either apply for a six-month extension or notify the club of the member’s decision to resign from the club due to unforeseen circumstances.

Article 9:   Finances

Section 1 – Prior to the beginning of each fiscal year, the President Elect shall prepare a budget of estimated income and expenditures for club operations for the following year which will be submitted to the Board for approval.

Section 2 – The treasurer shall deposit all club funds in a bank, named by the board.

Section 3 – All bills shall be paid by the Treasurer, or other authorized Officer, only when approved by one other Officer.

Section 4 – The annual tax return shall be prepared by a Certified Public Accountant (CPA).

Section 5 – Officers having charge or control of club funds shall give bond as required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.

Article 10:   Method of Electing Members and Honorary Members

Section 1 – The name of a prospective member, proposed by an active member of the club, shall be submitted to the board through the director for Membership.

Section 2 – The board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution.

Section 3 – The board shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer, through the director for Membership, of its decision.

Section 4 – If the decision of the board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification to be published to the club.

Section 5 – If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.

If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.

Section 6 – Following the election, the president shall arrange with the club secretary and the director for Membership for the new member’s induction, membership card, and new member Rotary literature. In addition, the president or secretary will report the new member information to RI and the president will assign a member to assist with the new member’s assimilation to the club as well as assign the new member to a club project or function.

Article 11: Termination of Membership for Non-Payment of Dues and Fees

Section 1 – The Club recognizes that circumstances can create financial difficulties for members, and it is the intention of the Club to retain its members.

Section 2 – Invoices from the Club or the Club’s Foundation must be paid with 30 days

Section 3 – It is the member’s responsibility to notify the President if circumstances prevent the timely payment of financial obligations to the Club, and to obtain a Board approved repayment arrangement which will result in the payment of past-due amounts owed to the Club or Foundation

Section 4 – Failure to pay or to obtain a Board approved re-payment plan will result in the termination of membership. Termination does not obviate the duty to pay all dues and sums owed to the Rotary Club of Woodinville and/or the Woodinville Rotary Club Foundation through the date of termination.

Section 5 – The elected Officers will review monthly member account receivables and will initiate corrective action, if deemed necessary.

Article 12: Binding

Authority to bind the club is granted solely to Officers of the club.  In other words, only Officers of the club have the authority to bind the club in ways which would include but not be limited to:  signing contract, performing contractual obligations, making charitable contributions.

Article 13: Resolutions

The club shall not consider any resolution or motion to commit the club on any matter until the board has considered it. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.

Article 14:   Amendments

These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed and/or sent electronically to each member at least ten (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the standard Rotary club constitution and with the constitution and bylaws of RI.

DATED this      day of         , 2011.

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President
ATTEST:

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Vice President

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Secretary

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Treasurer

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President-elect

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Past President