Green Valley (Henderson) Rotary

Section 1. The governing body of this club shall be the Board, consisting of a minimum of two (2), but no more than twelve (12) members of this club. If possible, the Board shall consist of four (4) Directors elected in accordance with Article 3, Section 1 of these Bylaws, in addition to the six (6) Officers, i.e. President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President.

Article 3. Election of Directors

Section 1. At a regular meeting one month prior to the meeting for election of Officers, the Presiding Officer shall ask for nominations by the members of the club for President, President-Elect, Vice President, Secretary and Treasurer and four (4) directors. The nominations may be presented by a nominating committee, by members from the floor (either or both), as the club may determine. If it is determined to have a nominating committee, such committee shall be appointed in a manner as the club may establish. The nominations duly made shall be placed on a ballot in alphabetical order under each office, and shall be voted to their respective offices. The candidate for the position of "Director" receiving the majority of the votes shall be declared elected as "Director." The candidate for President-Elect in such balloting shall serve as an Officer for the year commencing on the first (1st) day of July next following the election. The President-Elect shall then assume the office as President on the first (1st) of July immediately following that year. The Vice President shall take the title of President-Elect upon election of a successor.

Section 2. The Officers and Directors so elected, together with the Immediate Past President shall constitute the Board. Within one week after their election, the Directors-Elect shall meet and elect some member of the club to act as Sergeant-At-Arms.

Section 3. A vacancy in the Board or any office shall be filled by action of the remaining Directors/Officers.

Section 4. A vacancy in the position of any Officer and/or Director-Elect shall be filled by action of the remaining Directors/Officers-Elect.

Article 4. 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.

Section 2. President-Elect. It shall be the duty of the President-Elect to serve as a Director 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; prepare reports as required for RI and the District, including the semi-annual reports of membership on January 1^st and July 1^st of each year, and pro-rated reports on October 1^st and April 1^st of each active member who has been elected to membership in the Club since the start of the July or January semi-annual reporting period; report changes in membership; provide the monthly attendance report, which shall be made to the District Governor within fifteen (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 bookkeeping records of the club, accounting for its funds annually, and at any other time upon demand by the Board, obtaining necessary documentation/information from the Financial Secretary, and to perform other duties as usually pertain to the office of Treasurer. Upon retirement from office, the Treasurer shall provide to the incoming Treasurer or President all, bookkeeping and/or financial records, books of accounts or any other club property.

Section 6. Financial Secretary. It shall be the duty of the Financial Secretary to have custody of the Club's funds, including, but not limited to, the bank check books and deposits. The Financial Secretary shall make checks as determined payable by the Board; arrange deposits of funds to the Club's account as provided to him by members, third-parties, Board members and the like; provide copies of checks/deposits to the Treasurer on a monthly basis; as well as perform other duties as pertains to the position of Financial Secretary. Upon retirement from this position, the Financial Secretary shall provide to the incoming Financial Secretary or President all books of accounts. The position of Financial Secretary is not a Board position; however the Financial Secretary may also be elected as a Director.

Section 7. Sergeant-At-Arms. The duties of the Sergeant-At-Arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the President or the Board. The position of Sergeant-At-Arms is not a Board position; however the Sergeant-At-Arms may also be elected as a Director.

Article 5. Meetings.

Section 1. Annual Meeting. An annual meeting of this club shall be held on the second (2nd) regular meeting in December, at which time the election of Officers and Directors to serve for the ensuing year shall take place.

Section 2. Regular Meetings. Regular weekly meetings of this club shall be held at a time and place to be designated by the Board. Due notice of any changes in or canceling of the regular weekly meeting shall be given to all members of the Club. All members in good standing in this Club, except an Honorary Member or a member excused pursuant to Article 8, Sections 3 and 4 of the Rotary Club Constitution, shall be counted as "present" or "absent" on the day of the regular weekly meeting, and attendance must be evidenced by the member's being present for at least sixty percent (60%) of the time devoted to the regular meeting, either at this Club or at any other Rotary Club, or as otherwise provided in the Rotary Club Constitution, Article 8, Sections 1 and 2.

Section 3. Quorum. A simple majority of the Club membership shall constitute a "quorum" at the annual and regular weekly meetings.

Section 4. Board Meetings. Regular meetings of the Board shall be held on a "to be announced" basis, and preferably each month. There shall be no less than six (6) meetings of the Board in any given Year. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) Directors or Officers, due notice having been given.

Section 5. Quorum of the Board of Directors. A simple majority of the Directors and Officers shall constitute a "quorum" of the Board.

Article 6. Fees and Dues.

Section 1. The admission fee shall be ONE HUNDRED AND NO/100 DOLLARS ($100.00), to be paid before the applicant can qualify as a member.

Section 2. The membership dues shall be ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) per annum, payable quarterly on the first (1^st) of July, October, January and April, with the understanding that such annual dues shall include meeting meals, member's RI and District dues, Sustaining Member allotment of $100.00 per annum, and other requirements as deemed necessary by the Board. The amount of the membership dues may be increased or decreased as deemed necessary by the Board, but by no more than ten percent (10%) of the then current dues at any one time.

Article 7. Method of Voting.

Section 1. The business of this Club shall be transacted by viva voce vote, except for the election of Officers and Directors, which shall be by written ballot. The Board may determine that a specific resolution be considered by ballot, rather than by viva voce vote.

Article 8. Committees.

Section 1. Club committees are charged with carrying out the annual and long-range goals and objectives of the Club based on Rotary's four (4) Avenues of Service. The President, President-Elect, Vice President and Immediate Past President shall work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for at least three (3) years to ensure consistency. The President-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. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows:

a. Membership: This committee should develop and implement a comprehensive plan for the recruitment and retention of Club members.

b. Public Relations: This committee should develop and implement plans to provide the public with information about Rotary and to promote this Club's service projects and activities

c. Club Administration: This committee should conduct activities associated with the effective operation of the club.

d. Service Projects: This committee should develop and implement educational, humanitarian and vocational projects that address the needs of the local community and communities in other areas and countries.

e. Rotary Foundation: This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and program participation. Additional ad hoc committees may be appointed as needed.

Section 2. The President shall be an ex officio member of all committees, and, as such, shall have the privileges of membership thereon.

Section 3. Each committee shall transact its business as is delegated to it in these Bylaws and such additional business as may be referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been made and approved by the Board.

Section 4. 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. Duties of Committees.

Section 1. The duties of all committees shall be established and reviewed by the President for his or her year. In declaring the duties of each, the President shall refer to appropriate RI materials. The service project committee will consider vocational, community and international service avenues when developing plans for the year.

Section 2. Each committee shall have a specific mandate, clearly-defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the President-Elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals and plans for presentation to the Board in advance of the commencement of the year as noted above.

Article 10. Leave of Absence.

Section 1. Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted, excusing a member from attending the meetings of the club for a specified length of time, however such leave shall not exceed six (6) months. The Board, in its discretion, may excuse certain dues associated with membership, including those dealing with payment of meeting meals and the Sustaining Member's allotment of $100.00 per annum. At no time, however, can the dues associated with RI and District, be excused by the Board, and thus, must be paid by the member granted the leave of absence.

Article 11. Finances.

Section 1. Prior to the beginning of each fiscal year, the Board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board. The budget shall be divided into two separate parts: Club Operations and Charitable/Service Operations.

Section 2. The Financial Secretary (or the Treasurer) shall cause to be deposited all Club funds in a bank as named by the Board. The Club funds shall be divided into two separate parts: Club Operations and Service Projects.

Section 3. All bills shall be paid by the Financial Secretary (or the Treasurer), or any other authorized Officer, only when approved by two other Officers or Directors.

Section 4. A thorough review of all financial transactions by a qualified persona shall be made once each year.

Section 5. Officers having charge or control of Club funds may serve without giving a bond. Should a bond be required by the Board for the safe custody of the funds of the Club, the cost of the bond shall be borne by the Club.

Section 6. The fiscal year of this Club shall extend from July 1^st to June 30^th, and for the election of members' dues shall be divided into four (4) quarterly periods extending from July 1^st to September 30^th, October 1^st to December 31^st, January 1^st to March 31^st, and April 1^st to June 30^th. The payment of per capita dues and RI official magazine subscriptions shall be made on July 1^st and January 1^st of each year on the basis of membership of the Club on those dates.

Article 12. Method of Electing Members.

Section 1. The name of a prospective member, proposed by an active member of the Club, shall be submitted to the Board in writing, through the Club Secretary. A transferring or former member of another Rotary Club may be proposed to active membership by the former Club. The proposal shall be kept confidential except as otherwise provided in this procedure.

Section 2. The Board shall ensure that the prospective member meets all the classification and membership requirements of the Rotary Club Constitution.

Section 3. The Board shall approve or disapprove the proposal within thirty (30) days of its submission, and shall notify the prospective member through the Club Secretary 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 required 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.

Section 6. If any such objection has been filed with the Board, it shall vote on this matter in 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 7. Following the election, the President shall arrange 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.

Section 8. The Club may elect, in accordance with the Rotary Club Constitution, Honorary Members proposed by the Board.

Article 13. Resolutions.

Section 1. 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. Order of Business.

Section 1. Club meetings shall be conducted in an orderly fashion following an agenda to be determined by the Club President. At a minimum the agenda should include the following:

Meeting called to Order
Introduction of visitors
Announcements and Rotary information
Any old or unfinished business
Any new business
Address or other program features
Adjournment

Article 15. Amendments.

Section 1. These Bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds (2/3) vote of all members present, provided that notice of such proposed amendment shall have been mailed (including, but not limited to electronic mail transmission) to each member at least seven (7) days before such meeting. No amendment or addition to these Bylaws can be made which is not in harmony with the Rotary Club Constitution and with the Constitution and Bylaws of RI.