Club By-Laws

Amended and Restated
Bylaws of the Rotary Club of
Blowing Rock, North Carolina

1. Board of Directors

1.1 Governing Body. The Governing Body of the Club shall be the Board
of Directors which shall have general control over the affairs of the Club and all officers and committees. For good cause, the Board of Directors may declare any office vacant.

1.2 Composition . The Board of Directors shall be comprised of the President, the President-Elect, the Vice President, the Immediate Past President, the Secretary, the Treasurer, the Director of Club Services, the Director of Vocational Services, the Director of Community Services and the Director of International Services, the director of Youth Services,the Director of Communications, the Director of the Foundation and three other directors elected by the members of the Club.

2. Officers

2.1 Officers. The officers of the Club shall be a President, a President-elect, a Vice President, a Secretary, a Treasurer, and a Sergeant-at-Arms.

2.2 Duties of Officers:

2.2.1 President. The President shall preside at meetings of the Club and the Board of Directors and shall perform such other duties as ordinarily pertain to the office of president.

2.2.2 President-elect. The President-elect shall preside at meetings of the Club and the Board of Directors in the absence of the President and shall perform such other duties as may be prescribed by the President or the Board of Directors.

2.2.3 Vice President. The Vice President shall preside at meetings of the Club and Board of Directors in the absence of the President and the President-elect, shall be responsible for programs at meetings of the Club, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

2.2.4 Secretary. The Secretary shall keep the records of membership, record the attendance at meetings, send out notices of meetings of the Club, the Board of Directors and committees, record and preserve the minutes of such meetings, make the required reports to RI, including the semiannual reports of membership, which shall be made to the general secretary of RI on January 1 and July 1 of each year, and including prorated reports to the general secretary 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, 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 within 15 days of the last meeting of the month, collect and remit to RI subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to the office of secretary. The Secretary shall maintain current club meeting times and locations in both the RI and District data bases and web sites.

2.2.5 Treasurer. The Treasurer shall have custody of all funds, accounting for same to the Club annually and at any other time upon demand by the Board of Directors, 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.

2.2.6 Sergeant-at-Arms. The Sergeant-at-Arms shall perform such duties as are usually prescribed for such office and such other duties as may be prescribed by the President or the Board of Directors

3. Election of Officers and Directors

3.1 Nominations of Officers by Nominating Committee. At a Regular Meeting of the Club held at least one month prior to each Annual Meeting the Nominating Committee shall present to the Members one nomination for each of the offices of President, Vice President, Secretary and Treasurer.

3.2 Nominations of Directors by Nominating Committee. At such Regular Meeting next following the adoption of these amended and restated by-laws, the Nominating Committee shall also present to the members the nomination of one member to serve as a director for a one year term, one member to serve as a director for a two year term, and one member to serve as a director for a three year term At each such Regular Meeting thereafter the Nominating Committee shall present one nominee to serve as a director for a three year term.

3.3 Additional Nominations. Additional nominations may be made by any member by delivering to the Secretary or to any member of the Nominating Committee not later than 15 days prior to the Annual Meeting, a nomination in writing, which must include a statement that the nominee has consented to the nomination and signified willingness to serve if elected.

3.4 No Other Nominations. There shall be no nominations other than as herein provided.

3.5 Election. The Officers, other than the Sergeant-at-Arms, and the Director(s) to be elected shall be elected at the Annual Meeting. If there is not more than one nominee for any position to be filled, such nominee shall be declared elected without a vote. If there is more than one nominee for any position, voting for that office shall be conducted by written ballot. The nominee for each position receiving the majority of the votes cast shall be declared elected. If no nominee for an office receives a majority of the votes cast for that office the Board of Directors shall elect one of the nominees for that office to fill the office. The Sergeant-at-Arms shall be elected by the Board of Directors.

4. Terms of Office

4.1 Officers Other than President. Other than the member who is elected President, each officer elected at the Annual Meeting shall take office on July 1 next following such election and shall serve for a term of one year, or until a successor is duly elected and qualified.

4.2 President. The member who is elected President shall serve for a term of one year, commencing on the second July 1 following such member’s election. During the year immediately preceding this term as President, the member who is elected President shall serve as President-elect.

4.3 Director. Subject to the provisions of Section 3.2 relating to the first election of directors after the adoption of these amended and restated By-laws, the director who is elected at the Annual Meeting shall serve for a term of three years beginning on July 1 next following such election or until the director’s successor is duly elected and qualified.

4.4 Sergeant-at-Arms. The Sergeant-at-Arms shall serve at the pleasure of the Board of Directors.

4.5 Vacancies. Vacancies occurring during a term of office shall be filled as follows:

4.5.1 Board of Directors and Officers. The Board of Directors shall appoint a member of the Club to serve the unexpired term of any officer or director whose position becomes vacant.

4.5.2 Directors-elect and Officers-elect. The Board of Directors shall appoint a member of the Club to serve the unexpired term of any officer-elect or director-elect whose position becomes vacant.

5. Meetings of the Club

5.1 Annual Meeting. An Annual Meeting of the Club shall be held on the first Monday in December in each year at such time and place as is designated by the Board of Directors. Due notice of the time and place of the Annual Meeting shall be given to all the members of the Club.

5.2 Regular Meeting. A Regular Meeting of the Club shall be held each Monday at 12 o’clock noon, at such place in Blowing Rock, North Carolina as may be determined from time to time by the Board of Directors. Due notice of any changes in the place of or canceling of the Regular Meeting shall be given to all members of the Club.

5.3 Attendance. All members except an honorary member (or member excused by the Board of Directors of the Club, pursuant to article VIII, section 2(b) of the standard Rotary Club constitution) in good standing in the 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 the Club or at any other Rotary Club, or as otherwise provided in the standard Rotary Club constitution, article VIII, section 1. Members qualified under the RI Rule of 85’s (age and years of Rotary membership added to meet or exceed 85) are not required but are encouraged to attend regularly scheduled meetings. These members are classified as “Exempt” instead of “Active”.

5.4 Quorum. One-third of the members shall constitute a quorum at the Annual and Regular Meetings of the Club.

5.5 Voting. Except as otherwise herein provided, action of the members shall be by majority vote of those members in good standing at a meeting where a quorum is present The business of the Club shall be transacted by viva voce vote except the election of officers and directors, where voting is by ballot as provided in Section 3.5.

5.6 Good Standing. A member shall be deemed to be in good standing if such member’s financial and attendance obligations have been met at the time of the meeting at which a vote is taken.

6. Meetings of the Board of Directors

6.1 Regular Meeting. A Regular Meeting of the Board of Directors shall be held each month on such date and at such time and place as may be determined from time to time by the Board of Directors.

6.2 Special Meetings. Special meetings of the Board of Directors may be called by the President, whenever deemed necessary, and shall be called upon the request of two (2) members of the Board of Directors.

6.3 Notice of Regular Meetings. Notice of Regular Meetings is not required, other than notice of a change in the date, time or place of the Regular Meeting. Such notice shall be given in writing, by E-mail, or in person at least one week prior to such change

6.4 Notice of Special Meetings. Notice of a special meeting of the Board of Directors shall be given in writing, by E-mail, in person, or by telephone at least three days before such special meeting.

6.5 Quorum. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors.

6.6 Voting. Except for the election of members of the Executive Committee as provided in Section 8.1.1 and the approval of amendments to these Bylaws provided in Section 15, actions of the Board of Directors shall be by the affirmative vote of the majority of the directors present at a meeting where a quorum is present.

7. Director of Club Service, Director of Vocational Service, Director of Community Service ,and Director of International Service and Diretor of New Generations Service.

7.1 Nomination. Not later than February 1 of each year, the President-
elect, after consultation with the President shall nominate and submit to the Board of Directors the names of the members who are to serve in such positions commencing on the next following July 1.

7.2 Action By Board of Directors. The Board shall act on these nominations not later than March 1.

7.3 Effect of Board of Directors Action. Nominees who are approved by the Board of Directors shall be deemed to be appointed to their respective positions effective the next following July 1. Should any nominee not be approved by the Board of Directors, the President-elect shall forthwith submit a replacement nominee for prompt action by the Board of Directors.

7.4 Term. The holders of these positions shall serve at the pleasure of the
Board of Directors.

7.5 Vacancy. Should a vacancy occur prior to the effective date of their appointments among the members who have been approved to fill any of such positions, the President-elect shall forthwith submit a replacement nominee for prompt action by the Board of Directors. Any vacancy occurring in any of such positions shall be filled by appointment by the President, subject to the approval of the Board of Directors.

8. Committees

8.1 Executive Committee

8.1.1 Composition. The Executive Committee shall consist of the President, the President -elect, the Immediate Past President and two other members of the Board of Directors elected by a majority of the Board of Directors.

8.1.2 Authority. The Executive Committee may exercise the authority of the Board of Directors on matters requiring action between Board of Directors meetings.

8.1.3 Meetings. Meetings of the Executive Committee shall be held upon call of the President, President-elect or Vice President, provided that at least twenty-four hours notice be given of such meeting. Such notice may be given in writing, by E-mail, or by telephone.

8.1.4 Quorum. Four members of the Executive Committee shall constitute a quorum
.
8.1.5 Voting. Actions of the Executive Committee shall be taken by vote of the majority of the members of the Executive Committee present at a meeting where a quorum is present.

8.1.6 Action Without a Meeting. The Executive Committee may act without a meeting by the unanimous written consent to such action signed by all of the members of the Executive Committee, either before or after the action .

8.1.7 Report of Actions. The Executive Committee shall report its actions to the Board of Directors at the next Board of Directors meeting.

8.2 Standing Committees. The following shall be standing committees: Club Services Committee, Vocational Services Committee, Community Services Committee, International Services Committee and Youth Services Committee.

8.3 Other Committees. The President shall appoint such other committees on particular phases of Club Service, Vocational Service, Community Service, and International Service as deemed necessary and the Chairman of each of such committees.

8.4 Continuity. Where feasible and practicable in the appointment of Club committees, there should be provision for continuity of membership by
reappointing one or more members.

8.5 President a Member Ex Officio. The president shall be ex officio, a member of all committees and, as such, shall have all the privileges of membership thereon.

8.6 Authority. Each committee shall transact such business as may be delegated to it by these By-laws and such additional business as may be referred to it by the President or by the Board of Directors. Except where special authority is given by the Board of Directors, no such committee shall have authority to commit the Club to any financial obligation or course of action.

8.7 Term. Except as provided in Section 7.4, the members of the committees provided by Sections 8.2 and 8.3 shall serve at the pleasure of the President.

8.8 Club Services Committee.

8.8.1 Duties. The Club Services Committee shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in matters relating to Club service.

8.8.2 Composition. The Club Services Committee shall consist of the Director of Club Services, and at least two other members of the Club appointed by the President. The chairmen of all committees appointed on particular phases of Club service shall be members of this committee.

8.8.3 Chairman. The Director of Club Services shall serve as Chair of the Club Service Committee, shall be responsible for all Club service activities, and shall supervise and coordinate the work of all committees appointed on particular phases of Club service.

8.9 Vocational Services Committee

8.9.1 Duties. The Vocational Services Committee shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations.

8.9.2 Composition. The Vocational Services Committee shall consist of the Director of Vocational Services , and at least two other members of the Club appointed by the President. The chairs of all committees appointed on particular phases of vocational services shall be members of this committee.

8.9.3 Chairman. The Director of Vocational Services shall be responsible for all vocational service activities, and shall supervise and coordinate the work of all committees appointed on particular phases of vocational service.

8.10 Community Services Committee

8.10.1 Duties. The Community Services Committee shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in their community relationships.

8.10.2 Composition. The Community Services Committee shall consist of the Director of Community Services and at least two other members of the Club appointed by the President. The chairs of all committees appointed on particular phases of community service shall be members of this committee.

8.10.3 Chairman. The Director of Community Services shall serve as Chair of the Community Services Committee , shall be responsible for all community service activities and shall supervise and coordinate the work of all committees appointed on particular phases of community service.

8.11 International Services Committee

8.11.1 Duties. The International Services Committee shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in matters relating to international service.

8.11.2 Composition. The International Services Committee shall consist of the Director of International Service and at least two other members of the Club appointed by the President. The chairs of all committees appointed on particular phases of international service shall be members of this committee.

8.11.3 Chairman. The Director of International Services shall serve as Chairman of the International Services Committee, shall be responsible for all international service activities and shall supervise and coordinate the work of all committees appointed on particular phases of international service

8.12 Youth Services Committee

8.12.1 Duties. The Youth Services Committee shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in their new generation relationships.

8.12.2 Composition. The Youth Services Committee shall consist of the Director of Youth Services and at least two other members of the Club appointed by the President. The Chairs of all committees appointed on particular phases of youth services shall be members of this committee.

8.12.3 Chair. The Director of Youth Services shall serve as Chair of the Youth Services Committee, shall be responsible for all youth activities, and shall supervise and coordinate the work of all committees appointed on particular phases of youth services.

8.13 Communications Committee

8.13.1 Duties. The Communications Committee shall manage public relations, the club website, the club newsletter and any other communications matters concerning the club and it’s activities.

8.13.2 Composition. The Communications Committee shall consist of the Director of Communications and at least two other members of the Club appointed by the President. The Chairs of all committees appointed on particular phases of communications shall be members of this committee.

8.13.3 Chair. The Director of Communications shall serve as Chair of the Communications Committee, shall be responsible for all communications activities, and shall supervise and coordinate the work of all committees appointed on particular communications activities.

8.14 Foundation Committee

8.14.1 Duties. The Foundation Committee shall manage the Foundation budget, Foundation contributions and serve on the Foundation Disbursement Committee.

8.14.2 Composition. The Foundation Committee shall consist of the Director of the Foundation and at least two other members of the Club appointed by the President. The Chair of all committees appointed on particular matters of the Foundation shall be members of this committee.

8.14.3 Chair. The Director of the Foundation shall serve as Chair of the Foundation Committee, shall be responsible for all Foundation activities, and shall supervise and coordinate the work of all committees appointed on particular Foundation activities

8.15 Nominating Committee. The President, the President-elect, and the Immediate Past President shall be members of the Nominating Committee. In addition, the President may appoint no more than two other members of the Club as members of this committee.

9. Fees and Dues

9.1 Admission Fee. The admission fee shall be determined from time to time by the Board of Directors. This fee shall be paid before the applicant can qualify as a member. This fee shall be waived in the case of a member transferring from another Rotary Club.

9.2 Dues. The membership dues shall be $ 160.00 per year, payable on July 1 of each year with the understanding that six dollars ($6.00) of each semiannual payment shall be applied to each member’s subscription to THE ROTARIAN magazine

10. Leave of Absence

Upon written application to the Board of Directors, setting forth good and sufficient reason, the Board of Directors may grant a leave of absence excusing a member from attending the meetings of the Club for a specified length of time. The Secretary shall maintain records of all Leaves of Absence and shall report this information to the Board of Directors at each Regular Meeting of the Board of Directors

11. Finances

11.1 Deposit of Funds. The Treasurer shall deposit all funds of the Club in a bank to be named by the Board of Directors.

11.2 Disbursements. All bills shall be paid only by checks signed by the Treasurer upon vouchers signed by any two officers.

11.3 Audit or Review. A thorough audit or review by a certified public accountant or other qualified person shall be made as of June 30 each year of all the Club’s financial transactions.

11.4 Bond. Officers having charge or control of funds shall give bond as may be required by the Board of Directors for the safe custody of the funds of the Club, cost of bond to be borne by the Club.

11.5 Fiscal Year. The fiscal year of the Club shall extend from July 1 to June 30.

11.6 Payments to RI. The payment of per capita dues to RI shall be made on July 1 and January 1 of each year on the basis of the membership of the Club on those dates.

11.7 Budget. At the beginning of each fiscal year the Board of Directors 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 of Directors, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board of Directors.

12. Election of Members

12.1 Proposal. The name of a prospective member proposed by an active member of the Club shall be submitted to the Board of Directors in writing, through the Secretary, using the prescribed RI form. A transferring or former member of another Club may be proposed for active membership by the former Club. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure.

12.2 Review by Board of Directors. The Board of Directors shall ensure that the proposal meets all the classification and membership requirements of the Club constitution.

12.3 Action of Board of Directors. The Board of Directors shall approve or disapprove the proposal within 30 days of its submission, and shall notify the sponsor, through the Secretary, of its decision.

12.4 Orientation and Publication. If the decision of the Board of Directors 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 the prospective member’s name and proposed classification to be published to the Club.

12.5 Procedure After Publication to Members. If no written objection to the proposal, stating reasons, is received by the Board of Directors 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), shall be considered to be elected to membership. If any such objection has been filed with the Board of Directors, 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.

12.6 Procedure after Election. Following the election, the president shall arrange for the induction of the new member; the Secretary shall report the new member to RI, and a member shall be assigned to assist in the assimilation of the new member.

13. Resolutions

No resolution or motion to commit the Club on any matter shall be considered by the Club until it has been considered by the Board of Directors. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board of Directors without discussion.

14. Conflict of Interest

A director, or any member requesting the Board of Directors to take any action, shall inform the Board of Directors of any conflict of interest which the director or member has with regard to the matter under consideration. A conflict of interest shall exist if the director or member has a material financial interest in the transaction, or is an officer or director of, or has a financial interest in, the other party to the transaction.

15. Amendments

These bylaws may be amended by a two-thirds vote of the members of the Board of Directors at any meeting where a quorum is present, provided that notice of such proposed amendment shall have been mailed or delivered to each member of the Board of Directors at least ten (10) days before such meeting, and further provided that no amendment or addition to these bylaws can be made which is not in harmony with the Club’s Constitution and with the Constitution and Bylaws of RI. Notwithstanding the foregoing provision, no amendment to these By-laws which would affect the right of the members to elect officers and directors shall be made without the approval of a three-fourths vote of the members present at a Regular Meeting where a quorum is present and without such proposed amendment having been presented at a Regular Meeting of the Club held not less than two weeks prior to the meeting at which action on the proposed amendment is to be taken.

Approved By the Board of Directors – May 12, 2014