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ARTICLE I
Election of Directors and Officers
SECTION I – At a regular meeting six weeks prior to the meeting for elections of officers, the Past President shall designate the Nomination Committee, which shall be comprised of the three immediate past presidents, a member of the current board elected by simple majority of the board, and appointed by the President, such additional members of the club's membership at large as necessary to bring the total number of members to five. The President-Elect shall be a member of Nomination Committee. No member of the Nomination Committee may be considered as a candidate by the Committee.
SECTION 2 – The Nomination Committee shall meet under the direction of the immediate past president and select one member who must have served at least one full term on the Board of Directors to be nominated for the office of president-elect. In addition, the Nomination Committee shall select from among all active members in good standing with this club a member to be nominated for vice-president, one member for secretary, one member for treasurer, one member for Vocational Director, one member for International Director, one member for Community Service Director, and one member for Club Service Director. As part of its nominations process, the Nomination Committee shall make every reasonable step to insure that any members of the club who are interested in serving as an officer or a director are given due consideration in formulating the slate of nominees to be presented to the club for election.
SECTION 3 – At the direction of the Past President, but in any event, not later than one week before the annual meeting, the Nomination Committee shall report to the club the names of those members who have been nominated. In addition, not later than three days prior to the Annual Meeting, additional nominations for any office may be made by submitting to the chairperson of the Nomination Committee, a written nomination, signed by at least five (5) members of the club specifying the name of the member nominated and containing a statement that the nominee has been contacted and has affirmed willingness to serve, if elected.
SECTION 4 – All nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted on at the annual meeting. The candidates for president, vice-president, secretary, and treasurer receiving a majority of the votes for each office shall be declared elected to the respective offices. The candidate for each directorship receiving the most votes shall be declared elected as director. The officers and directors so elected, together with the immediate past president, shall constitute the Board of Directors. The President shall appoint members to all other standing and ad hoc committees of the club.
SECTION 5 – The President elected in such balloting shall serve as a member of the board as President-elect for the year commencing on the first day of July next following his or her election as President, and shall assume office as President on the first day of July immediately following his or her year of service on the board as President-elect, or upon prior vacation of the office of President.
SECTION 6 – A vacancy in the position of any officer or director shall be filled by a simple majority vote of the remaining members of the board.
SECTION 7 – A vacancy in the position of any officer-elect or director-elect shall be filled by a simple majority vote of the remaining members of the board-elect.
ARTICLE II
Board of Directors
The governing body of this club shall be the board of directors, elected in accordance with Article I of these bylaws.
ARTICLE III
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 pertain to his office.
SECTION 2 – President-Elect: It shall be the duty of the president-elect to preside at meetings of the club and board in the absence of the president, to serve as Chair of the Membership Committee and direct club activities relating to membership application and review, to serve as a member of the board of directors of the club and to perform such review, 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 plan and conduct the regular meetings of the club and their presentation of the weekly programs and to perform such other duties as ordinarily pertain to his office.
SECTION 4 – Secretary: It shall be the duty of the secretary to keep the records of membership, record the attendance at board 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 Rotary International, including the semiannual reports of membership, which shall be made to the General Secretary of Rotary International on January 1st and July 1st of each year, and including prorated reports to the general secretary on 1 October and 1 April 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 semiannual reporting period, the report of changes in membership, which shall be made to the General Secretary of Rotary International, collect and remit to Rotary International subscriptions to the Rotarian, and perform such other duties as usually pertain to his office.
SECTION 5 – Treasurer: It shall be the duty of the treasurer to have custody of all funds, accounting for same 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. Upon retirement from office, the treasurer shall turn over to his or her successor or to the president all funds, books of accounts or any other club property in his possession.
ARTICLE IV
Meetings
SECTION 1 – Annual Meetings. An annual meeting of this club shall be held at the third regular meeting of November of each year at which time the election of officers and directors to serve for the ensuing fiscal year (July 1 to June 30) take place.
SECTION 2 – Regular Meeting. The Regular Meeting of the club shall be held each Friday at 7:00 a.m.
Due notice of any changes in or canceling of the regular weekly meeting shall be given to all members of the club.
SECTION 3 – Quorum. A simple majority of the membership shall constitute quorum at the annual and the regular meetings of the club.
SECTION 4 – Board Meeting. The Board Meeting shall be held monthly at such place and time as the President shall direct. Special meetings of the board shall be called by the President whenever deemed necessary, or upon request of two (2) members of the board, due notice having been given.
SECTION 5 – Quorum. A simple majority of the board shall constitute a quorum of the board.
ARTICLE V
Fees and Dues
SECTION 1 – Admission Fee. The admission fees shall be in such amounts as may be fixed from time to time by the board and shall be paid before the applicant can qualify as a member.
SECTION 2 – Membership Dues. The membership dues shall be in such amount as may be fixed from time to time by the board, and payable quarterly, in advance, and the Secretary shall bill the membership accordingly.
SECTION 3 – Collection of Fees and Dues. The board shall adopt policies regarding the timely collection of fees and dues required by this Article.
ARTICLE VI
Method of Voting
The business of this club shall be transacted viva voce vote except the election of officers and directors, which shall be by ballot, unless the president determines an alternative form of voting is necessary or advisable.
ARTICLE VII
Committees
SECTION 1 – The president shall appoint members to serve on the following standing committees:
(a) Club Service Committee
(b) Vocational Service Committee
(c) Community Service Committee
(d) International Service Committee
SECTION 2 – The President shall appoint such other committees and prescribe their duties as the work and projects of the club may require to accomplish its purposes.
SECTION 3 – The President shall be an ex officio member of all committees, except the Nominations Committee.
SECTION 4 – The President of the board may, from time to time, delete or add subcommittees or change the designation of title of the sub-committees as conditions of situations warrant.
SECTION 5 – Each committee shall transact such business as is delegated to it in these bylaws and such additional business as may be referred to it by the President or board. Except where special authority is given by the board, such committees shall not take final action until a report has been made to the board and approved by it.
SECTION 6 – Where feasible and practicable in the appointment of club committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term.
ARTICLE VIII
Duties of Committees
SECTION 1 – Club Service: This committee 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, including attendance, classification, and membership. The Club Service Committee shall be responsible for submitting 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. The chair of the Club Service Committee shall be responsible for the regular meetings of the committee and shall report to the board on all Club Service activities.
SECTION 2 – Vocational Service: This committee shall devise and carry into effect plans which will guide and assist the members of this club in upgrading and improving in their vocational relationships the general standards of practice in their respective vocations. The chair of this committee shall be responsible for the Vocational Service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of Vocational Service.
SECTION 3 – Community Service: This committee 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 chair of this committee shall be responsible for the Community Service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of Community Service.
SECTION 4 – International Service: This committee 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 chair of this committee shall be responsible for the International Service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of International Service.
ARTICLE IX
Leave of Absence
Upon written application to the board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending club meetings for a specified length of time.
ARTICLE X
Finances
SECTION 1 – The Treasurer shall deposit all funds of the club in a bank in the greater Des Moines area to be named by the board.
SECTION 2 – All bills shall be paid only by checks signed by the treasurer. A thorough audit by a certified public accountant or other qualified person shall be made once each year of all the club's financial transactions.
SECTION 3 – Officers having charge or control of funds shall give bond as may be required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.
SECTION 4 – The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members' dues, shall be divided into four (4) quarterly periods. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1, October 1, January 1, and April 1 of each year on the basis of the membership of the club on those dates.
SECTION 5 – At the ending of each fiscal year, the outgoing board shall prepare or cause to be prepared a budget of estimated income and expenditures for the coming year, which having been agreed to by the incoming board, at a joint meeting in June, shall stand as the limit of expenditures for the respective purposes, unless otherwise ordered by action of the board.
ARTICLE XI
Membership
SECTION 1 – New Active Members:
| (a) |
After introducing at least three (3) of the Club's regular meetings, a prospective member's completed application shall be submitted to the President-Elect by a proposing active or senior active member. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure.
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| (b) |
The Classification Committee shall review the application to determine whether the proposed member is eligible from the standpoint of classification. Upon assignment of a classification to the prospective member, the Classification Committee shall cause the proposed member's name and proposed classification to be published in the Club newsletter for a period of seven (7) days.
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| (c) |
During this seven day period any member who has concerns about the proposed member or his or her classification may express his or her concerns about the individual to their Chairman of the Membership Committee on a confidential basis.
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If five (5) or more members inform the Membership Chairman that they oppose the proposed applicant, the application will receive no further consideration and the applicant and proposing member will be informed by the Membership Chairman in strict confidence that the application has been denied.
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| (e) |
If one or more (but less than five) negative votes are received as set forth above, the Membership Committee may consider the information provided in deliberating on whether the proposed applicant is qualified to be invited to join the club.
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| (f) |
If no negative votes are received by the Membership Chairman within seven (7) days after the date that the proposed member's name is published, the Membership Committee shall meet to consider the proposed applicant for membership.
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| (g) |
If approved by the Membership Committee, the prospective applicant will receive notice from the Club President extending him or her an invitation to join the Club.
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| (h) |
The proposed applicant shall have ten (10) days from the date of the letter to accept the invitation to join the Club. In the event that the invitation is not accepted within the ten-day period, the invitation is automatically withdrawn and may be reissued only with the approval of the Membership Committee.
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| (i) |
Following the member's election to membership as herein provided, the club secretary shall report the member's name to the General Secretary of Rotary International, and the member shall be formally introduced as a new member at a regular meeting of the club. |
SECTION 2 – Senior Active, Past Service, and Honorary Members. The name of a proposed candidate for any one of these three kinds of membership shall be submitted to the Membership Committee in writing and the election shall be in the same form and manner as prescribed for the election of an active member provided, however, that such proposal may be considered at any regular or special meeting of the committee. If no more than three (3) negative votes are cast by the members of the committee, the proposed member shall be considered duly elected, provided, however, that any active member or past service member of this club who qualifies for senior active membership as set forth in the constitution of this club shall automatically become a senior active member of this club, no application for election to such senior active membership being required.
SECTION 3 – Attendance at meetings. The board shall adopt policies regarding the implementation of the Club's minimum attendance requirements for members.
SECTION 4 – Member in Good Standing. A member shall be considered to be not in good standing if any of the following conditions exist:
| 1) |
If his or her attendance average is less than 60 percent, including meetings made up at other clubs; or,
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| 2) |
If he or she misses more than four consecutive meetings without make-up; or,
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| 3) |
If he or she is more than seventy-five days delinquent in payment of membership fees or dues; or,
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| 4) |
Any other circumstance, for which the member is responsible, which, in the view of the board, would significantly and adversely reflect on the Club and Rotary International. |
ARTICLE XII
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. The board, after having given consideration to the matter, shall submit its recommendations to the Club. Having received the recommendations of the board, the club may proceed to take such action as may seem proper to the majority.
ARTICLE XIII
Liability of and Indemnification of
Directors, Officers, and Members
SECTION 1 – Liability Limitation. A director, officer or member of this club shall not be liable for the debts or obligations of the club and shall not be personally liable for a claim based upon an act or omission of such director, officer or member performed in the discharge of the individual's duties, except for acts or omissions which involve intentional misconduct or knowing violation of the law or for a transaction from which such individual derives an improper personal benefit.
SECTION 2 – Indemnification. This club shall indemnify any present or former director, officer or member in the manner and in the instances authorized in Section 496A.4A of the Code of Iowa (1987) except references in Section 496.4a to Stockholders shall be deemed to be references to members.
ARTICLE XIV
Order of Business
The President, with the approval of the board, shall establish the order of business to be used in conducting meetings of the Club.
ARTICLE XV
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 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 Club Constitution and with the Constitution and Bylaws of Rotary International. |
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