BY-LAWS OF THE ROTARY CLUB OF NAPLES, FLORIDA
ARTICLE I -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. RI: Rotary International.
5. Year: The twelve-month period that begins on July 1.
ARTICLE II -BOARD OF DIRECTORS
Section 1. The governing body of this Club shall be the Board of Directors, elected in accordance with Article III of these By-Laws, plus the immediate Past-President, who shall automatically serve as a member of the Board of a term of one year.
ARTICLE III -ELECTION OF DIRECTORS AND OFFICERS
Section 1. At a regular meeting sixty (60) days prior to the meeting for the election of the Board of Directors, the President shall appoint a nominating committee composed of Himself/Herself, the President-Elect, and three past Presidents, one of whom shall be the immediate past President, who shall serve as chairman of the nominating committee.
At a regular meeting thirty (30) days prior to the meeting for the election of the Board of Directors, the nominating committee shall present the names of 12 members (including the immediate past-President) as candidates for the Board of Directors. Any number of additional nominations may be made by the members in writing to the Chair of the committee 2 weeks prior to the meeting in which the election is held.
The names of all nominees shall be placed upon a ballot in alphabetical order and voted for at the annual meeting. A voice vote of the Club members shall be called for by the President. If a majority of the members present vote in the affirmation, the slate of Directors is elected as presented.
Section 2. The Board of Directors-elect shall confirm from its membership a President, President-elect, vice President, treasurer, and Secretary at least 30 days prior to the beginning of the next Rotary year. The President-Elect shall assume the office of President at the beginning of the new Rotary year.
Section 3. A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board.
Section 4. Vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the Board of Directors elect.
ARTICLE IV - DUTIES OF OFFICERS
Section 1. PRESIDENT. It shall be the duty of the President to preside at meetings of the Club and Board and to perform such other duties as ordinarily pertains to the office of President.
Section 2. PRESIDENT-ELECT. It shall be the duty of the President-elect to serve as a Director and Club Service Chair and to perform such other duties as may be prescribed by the President or the Board.
Section 3. 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 January 1 and July 1 of each year, and prorated reports on October 1 and April 1 of each active member who has 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 4. 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 such other duties as pertain 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 5. IMMEDIATE PAST PRESIDENT. It shall be the duty of the Past President to preside at meetings of the Club and Board in absence of the President and perform other such duties as ordinarily pertain to this office.
ARTICLE V -MEETINGS
Section 1. ANNUAL MEETING. An annual meeting of this Club shall be held on the first Wednesday in December in each year, at which time the election of Directors to serve for the ensuing year shall take place. The annual meeting must be held before the 31st of December in each year.
Section 2. The regular weekly meetings of this Club shall be held on Wednesday at 12:15 P.M. Due notice of any change in or canceling of the regular 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 regular meetings of this Club.
Section 4. The time and place of regular meetings of the Board shall be determined by the current Board of Directors. Special meetings shall be called by the President, whenever deemed necessary or upon request of two members of the Board, due notice having been given.
Section 5. A majority of the Board members shall constitute a quorum of the Board.
ARTICLE VI - FEES AND DUES
Section 1. The admission fee shall be $100.00. This fee may be waived for Rotarians transferring to this Club.
Section 2. The membership dues shall be determined per annum by the Board of Directors.
ARTICLE VII - METHOD OF VOTING
Section 1. The business of this Club shall be transacted by viva voce vote except as otherwise provided by the Board of Directors.
ARTICLE VIII-FOUR AVENUES OF SERVICE
Section 1. The four Avenues of Service are the philosophical and practical framework for the work of this Rotary Club. They are Club Service, Vocational Service, Community Service, and International Service. This Club will be active in each of the four Avenues of Service.
ARTICLE IX-COMMITTEES
Club committees are charged with carrying out the annual and long-range goals of the Club based on the Four Avenues of Service. The President-elect, President, and Immediate Past President should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for two (2) 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:
Membership: This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
Club Public Relations: This committee should develop and implement plans to provide the public with information about Rotary and to promote the Club’s service projects and activities.
Club Administration: This committee should conduct activities associated with the effective operation of the Club.
Service Projects: This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.
The 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.
(a) The President shall be an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.
(b) Each committee shall transact its business as is delegated to it in these by-laws, and such additional business as may be referred to it by the President of 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.
(c) Each chair shall be responsible for regular meetings and activities of the committee, and shall report to the Board on all committee activities.
ARTICLE X -DUTIES OF COMMITTEES
Section 1. The duties of all committees shall be established and reviewed by the President for his or her year(s). In declaring the duties of each, the President shall reference to appropriate RI materials. The service projects committee will consider the Avenues of Vocational Service, Community Service, and International Service 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 XI -LEAVE OF ABSENCE
Section 1. Upon written application to the Board, 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. *Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member’s attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorized under the provisions of article VIII, section 2(b) of the standard Rotary club constitution is not computed in the attendance record of the club.
ARTICLE XII-FINANCES
Section 1. The treasurer shall deposit all funds of the Club in a bank to be named by the Board. The Club funds shall be divided into two separate parts: Club operations and service projects (The Rotary Club of Naples Charitable Foundation).
Section 2. All bills shall be paid only by checks signed by the treasurer and one other authorized officer only when approved by the President. A financial review by a certified public accountant or other qualified person shall be made once each year of the Club’s financial transactions.
Section 3. The fiscal year of this Club shall extend from 1 July to 30 June, and for the collection of members’ dues shall be divided into four quarterly periods. The payment of per capita dues and magazine subscriptions to RI shall be made on 1 July and 1 January of each year on the basis of the membership of the Club on those dates.
Section 4. At the beginning of each fiscal year the Board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board.
ARTICLE XIII -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 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 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 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 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 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 By-laws, 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 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 XIV-STAFF
Section 1. The Board may, at its discretion, hire staff to assist Directors, officers, and committee chairs in the course of their duties. The pay rate of staff hired shall be determined by a majority of the Board.
ARTICLE XV-TERRITORIAL BOUNDARIES
The territorial boundaries shall be Mooring Line Drive and 22nd Avenue North from the Gulf of Mexico to Gordon River Bay.
ARTICLE XVI-RESOLUTIONS
No resolution or motion to commit this Club on any matter shall be considered by the Club until it has been considered by the Board. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion.
ARTICLE XVII-ORDER OF BUSINESS
Meeting called to order.
Introduction of visitors.
Correspondence, announcements, and Rotary information.
Committee reports, if any.
Any unfinished business.
Any new business.
Program features.
Adjournment.
The President shall have the authority to adjust the order of business at any meeting
ARTICLE XVIII-AMENDMENTS
These By-laws 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 provided to each member at least ten (10) days before such meeting. No amendment or addition to these By-laws can be made which is not in harmony with the Club constitution and with the constitution and By-laws of RI.
As unanimously approved by the general membership at the regular meeting held Wednesday, August 5, 2009.
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