SANTA ROSA WEST  
ROTARY CLUB
BY-LAWS

Proposed Amendments  Constitution

ARTICLE I

Election of Directors and Officers

Section 1 C Nominations and Elections. At a regular meeting one month prior to the annual meeting, the presiding officer shall ask for nominations by members of the club for vice-president (president-elect), secretary, treasurer, and five members of the board of directors. The nominations may be presented by the nominating committee or by members from the floor, by either or by both. If there are multiple nominations duly made for the same position, they shall be placed on a ballot in alphabetical order under each office. The election shall then be held at the annual meeting. Each member shall have one vote for each office and may vote for no more than five directors. The candidates for vice-president (president-elect), secretary, and treasurer receiving a majority of the votes on the first or repeated ballots shall be declared elected to their respective offices. The candidates for director receiving the largest majority of the votes shall be declared elected as directors. If less than the required number recieve a majority, those who have a majority are elected, and all other candidates remain on the ballot for the necessary repeated balloting.

Section 2- Terms of Office. Each officer elected under provisions of Section 1 shall be elected for a term of one year, except the vice-president who shall serve one year as vice-president and then automatically succeed to the office of president the next year without further nomination or election. Each director shall be elected for a term of two years.

Section 3C Board of Directors. The president, the officers and directors elected under provisions of Section 1, the five directors whose terms continue on the board and, the immediate past president shall constitute the board of directors. The offices of secretary and treasurer are separate offices to be filled by two separate members.

Section 4C Vacancies on the Board of Directors or Officers of the Club. A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.

Section 5C Vacancies for Officers-Elect or Directors-Elect. A vacancy in the position of any officer or director elected but not yet installed for an ensuing term shall be filled by action of the remaining members of the board of directors elected for that term.

ARTICLE II

The governing body of this club shall consist of the ten (10) directors, the president, vice-president (president-elect), secretary, treasurer and the immediate past president.

ARTICLE III

Section 1CPresident. 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 2CVice-President (President-elect). It shall be the duty of the vice-president of the club to preside at meetings of the club and board in the absence of the president and to perform such other duties as ordinarily pertain to his office. The vice-president as president-elect shall also automatically succeed to the office of president during the next Rotary year.

Section 3C Secretary. It shall be the duty of the secretary to:

(a) keep the records of membership, and act as the central coordinator of all membership data and updates;

(b) record the attendance at meetings;

(c) see that all notices are duly given in accordance with the provisions of these by-laws, and send out notices of meetings of the club, board (including tentative meeting agendas and Treasurer's report), and committees;

(d) record and preserve the minutes (including notices) of such meetings;

(e) make the required reports to Rotary International, including (1) the semi-annual reports of membership, which shall be made to the general secretary of Rotary International on January 1st and July 1st of each year, (2) the report of changes of membership, which shall be made to the general secretary of Rotary International, (3) 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;

(f) collect and remit to Rotary International subscriptions to the ROTARIAN;

(g) record, maintain, and report each member's contributions to the Rotary Foundation and the Rotary Endowment;

(h) attend the annual District assembly and all workshops that pertain to the duties of the office, and attend the monthly meeting of the Sonoma County Association of Rotary Clubs;

(i) exhibit at all reasonable times to any officer or director of the club on request, the by-laws and the minutes of proceedings and other records of the club; and

(j) perform such other duties as may be requested by the President or the board as usually pertain to the office.

Section 4 CTreasurer. It shall be the duty of the treasurer to:

(a) have charge and custody of, and be responsible for, all funds of the club;

(b) receive and give receipt for, monies due and payable to the club from any source whatsoever;

(c) disburse or cause to be disbursed the funds of the club;

(d) keep and maintain adequate and correct accounts of the club's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

(e) exhibit at all reasonable times on request, the books of account and financial records to any officer or director of the club;

(f) render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and the financial condition of the club;

(g) prepare or cause to be prepared, and certify or cause to be certified, the financial statements to be included in any required reports;

(h) attend the annual District assembly, and all workshops pertaining to the office; and

(i) perform such other appropriate duties as may be requested or assigned by the president or the board as pertain to his or her office.

Upon his or her retirement from office he shall turn over to his successor or to the president all funds, books of accounts or any other club property in his or her possession.

Section 5C Immediate Past President. It shall be the duty of the immediate past president to chair the Nominating Committee and the Past Presidents Advisory Committee and to chair meetings of the club or board in the absence of the president and vice-president.

ARTICLE IV

Section 1C Annual Meeting. An annual meeting of this club shall be held on the first Monday of December in each year at which time the election of officers and directors to serve for the ensuing year shall take place.

Section 2C Weekly Meetings. The regular weekly meetings of the clubs shall be held on Monday at 12:15 P.M. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

Section 3C Quorum. One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 4C Board of Directors Meetings. Regular meetings of the board shall be held on the second Tuesday of each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, due notice having been given.

Section 5C Quorum of the Board of Directors. A majority of the board members shall constitute a quorum of the board.

Section 6- Attendance at Board Meetings. Each member of the Board is expected to attend each regular and special meeting of the Board of Directors. A board member shall be considered to have forfeited his or her board position if the secretary records two (2) consecutive unexcused absences from a meeting. Excused absences must be requested of the President in advance of the meeting, and may be granted or denied at the discretion of the president.

ARTICLE V

Section 1C Admission Fee. The admission fee shall be $60 to be paid before the applicant can qualify as a member. In addition, each member shall pay an initiation fee of $100 immediately upon induction into the club which the club shall contribute to The Rotary Foundation, and which, at the election of the new member, may be applied in the name of the new member to commence a Paul Harris Sustaining Membership.

Section 2- Dues and Fines. The annual membership dues are one hundred fifteen dollars ($115) and are payable each July first. Included within the dues is the subscription cost for The Rotarian. In addition, cumulative annual fines of one hundred dollars ($100) shall be assessed upon each member by the president during the Rotary year.

ARTICLE VI

The business of this club shall be transacted by voice vote except that a secret ballot shall be conducted for contested officer or director elections.

ARTICLE VII

Section 1 Creation of Committees and Their Membership.

(a) The president shall, subject to the approval of the board, appoint the following standing committees:

Club service committee,

Vocational service committee,

Community service committee,

International service committee.

(b) The president shall, subject to the approval of the board, also appoint such committees on particular phases of club service, vocational service, community service, and international service as hereinafter provided in these by-laws and he or she may deem necessary.

(c) The club service committee, vocational service committee, the community service committee, and the international service committee shall each consist of a chairperson, who shall be named by the president from the membership of the board, and of not less than two (2) other committee members from the general membership of the club.

(d) The president shall be ex officio a member of all committees and, as such shall have all the privileges of membership thereon.

(e) Each committee shall transact such business as is delegated to it in the by-laws 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 to the board and approved by the board.

(f) Should the president deem it necessary, he or she may appoint one or more committees dealing with various aspects of youth activities, which, depending on their respective responsibilities, may be under any, or all, of the vocational service, community service, or international service committees. Where feasible and practicable in the appointment of such committees, there should be provisions 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.

(g) There shall also be such other standing committees constituted or appointed as hereinafter expressly set forth.

(h) No member shall be eligible to serve on the same committee for more than two successive years, except as otherwise specifically provided in these by-laws.

Section 2. Club Service Committee.

(a) The chairperson 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.

(b) The Club Service committee shall consist of the chairperson of the Club Service Committee and the chairpersons of all committees appointed on particular phases of club service. The chairperson shall supervise and coordinate the work of all committees appointed on particular phases of Club Service.

(c) The president shall, subject to the approval of the board, appoint the following committees on particular phases of club service:

Attendance committee,

Club Bulletin committee,

Fellowship committee,

Magazine committee,

Membership committee,

Membership Development committee,

Program committee,

Public relations committee.

Appoint one member each year to the following committees:

Classifications committee,

Rotary information committee.

(d) Where feasible and practical in the appointment of club committees, there should be provision for the 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.

(e) The classifications and Rotary information committees shall each consist of three members , one member of each committee to be appointed each year for a term of three years.

The first appointment made under this provision shall be as follows: Three members; one member for a term of one year; one member for a term of two years; one member for a term of three years.

(f) The magazine committee shall, when feasible, include the editor of the club publication and a local newspaper or advertising member of the club.

Section 3- Nominating Committee. This committee shall be chaired by the most immediate past club president who is still an active member and shall be composed of the five most recent past presidents of the club that are still active members. The nominating committee shall propose at least one candidate for election for each office and open position on the board of directors. The nominating committee shall make its report to the club at least one month before the annual meeting.

Section 4- Audit and Finance Committee. This committee shall conduct a thorough audit of all financial transactions of the club annually and more frequently as may be recommended by the committee or requested by the board. The committee shall report the financial condition of the club to the membership annually, and shall provide recommendations to the board of directors regarding internal controls, financial operations, and financial reports as often as appropriate. The committee shall consist of three members at least two of which are in the accounting or banking classification. The president shall appoint the three committee members and designate the chairperson each year; provided, however, that at least one member should be reappointed to provide for continuity in membership, and the tenure of members may exceed two years.

Section 5- Fundraising Committee. This committee shall devise and carry into effect plans which will raise funds for the club's activities in the local and international communities and permit the club to carry out those goals which require financial contributions. The chairperson of this committee where feasible and practicable shall be a member of the board and shall report to the board upon the committee activities.

Section 6- Projects Committee. This committee shall receive and evaluate solicitations and suggestions for the distribution of funds for all service projects of the club. The committee shall develop and recommend guidelines and priorities for the distribution of funds for service projects for the approval of the board, including new club appropriations to the Scholarship Fund. The committee shall consist of the director from each of the four avenues of service, i.e., Club Service, Vocational Service, Community Service, and International Service. The president shall designate one of the directors as the chairperson. Serving ex-officio may be the president, vice-president, and the immediate past president. The vice-president-elect may also serve as a non-voting member.

Section 7- Past Presidents Advisory Committee. The immediate past president shall chair this committee composed of all past presidents of the West Santa Rosa Rotary Club. The committee shall meet at least twice annually and on call of the current club president, the immediate past president-chair, or any two past presidents. The committee will perform an advisory role for the current club president and board of directors on matters pertaining to the club and its activities. In no way shall the authority and/or responsibility of the current president and the board of directors be impaired or impeded by the advice and actions of this committee.

Section 8- World Community Service Committee. In recognition of the long term nature of the projects and inter-club relationships involved in World Community Service activities, the World Community Service Committee shall maintain and promote the club's investments in this area. The president shall appoint a chairperson each year and ensure there are at least three members of the committee. The tenure of committee members may exceed two years.

ARTICLE VIII

Section 1C Club Service Committee. This 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. The chairperson or chairpersons of the Club Service committee shall be responsible for regular meetings of the committee and shall report to the board on all Club Service activities.

(a) Attendance Committee. This committee shall devise means for encouraging attendance at all Rotary meetingsCincluding attendance at district conferences and International Conventions by all club members. This committee shall especially encourage attendance at regular meetings of this club and attendance at regular meetings of other clubs when unable to attend meetings of this club; keep all members informed on attendance requirements; promote better incentives for good attendance; and seek to ascertain and remove the conditions that contribute to unsatisfactory attendance.

(b) Classifications Committee. This committee shall as early as possible, but no later than August 31 of each year make a classification survey of the community; shall compile from the survey a roster of filled and unfilled classifications, applying the classification principle; shall review, where necessary, existing classifications represented in the club; and shall counsel with the board on all classifications problems.

(c) Club Bulletin Committee. This committee shall endeavor, through the publishing of a weekly club bulletin, to stimulate interest and improve attendance, announce the program of the forthcoming meeting, relate highlights of the previous meeting, promote fellowship, contribute to the Rotary education of all members, publish from time to time the names of potential new members for general membership review, and report news of the club, its members, and the worldwide Rotary program.

(d) Fellowship Activities Committee. This committee shall promote acquaintances and friendship among the members, promote participation by members in organized Rotary recreational and social activities, and do such work in pursuance of the general object of the club as may be assigned by the president or the board.

(e) Magazine Committee. This committee shall stimulate reader interest in THE ROTARIAN and/or REVISTA ROTARIAN; sponsor a magazine month; arrange for brief monthly reviews of the magazine on regular club programs; encourage the use of the magazine in the introduction of new members; provide a copy of the magazine for non-Rotarian speakers; secure international service and other special subscriptions for libraries, hospitals, schools and other reading rooms; send news items and photographs to the editor of the magazine and in other ways make the magazine of service to the club members and non-Rotarians.

(f) Membership Committee. This committee shall consider all proposals for membership from the personal side and shall thoroughly investigate the character , business, social and community standing and general eligibility of all persons proposed for membership and shall report their decisions on all applications to the board.

(g) Membership Development Committee. This committee shall review continually the club roster of filled and unfilled classifications and shall take positive action to initiate and present to the board the names of suitable persons to fill unfilled classifications.

(h) Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the club.

(i) Public Relations Committee. This committee shall devise and carry into effect, plans (1) to give the public generally information about Rotary, its history, object and scope; and (2) to secure proper publicity for the club.

(j) Rotary Information Committee. This committee shall devise and carry into effect plans (1) to give prospective members information about the privileges and responsibilities of membership in a Rotary club, (2) to give the members, especially the new members, adequate understanding of the privileges and responsibilities of members, (3) to give the members information about Rotary, its history, object, scope, activities, (4) to review the dues and fee structure and financial costs in joining Rotary, and (5) to give the members information as to developments in the administrative operation of Rotary International.

Section 2C Vocational Service Committee. 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 vocational relationships and in improving the general standards of practice in their respective vocations. The chairperson 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 3C Community Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibility in their community relationships. The chairperson 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 4C International Service Committee. 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 chairperson 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

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 he or she attends a regular meeting of some other club, the excused member must be regarded as absent except that absence authorized under provision of Art. VII,

Sec. 3 of the West Santa Rosa Club Constitution is not computed in the attendance record of the club.)

Section 1C Deposit of Funds. The treasurer shall deposit all funds of the club in some bank or other depository to be named by the board.

Section 2C Payment of Bills and Audit. All bills shall be presented to the Secretary upon signed vouchers and paid by the Treasurer only by checks signed by any two officers. All expenditures shall have been previously included within the annual budget or individually authorized by the board. A thorough audit shall be conducted by the Audit and Finance Committee at least once each year, or more frequently upon request of the board, of all the club's financial transactions. The board may at its discretion also refer the audit to a certified public accountant or other qualified person.

Section 3C Bond. 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 4C Fiscal Year. The fiscal year of this club shall extend from July 1st to June 30th.

Section 5C Budget. Prior to the beginning of each fiscal year, the treasurer shall prepare a preliminary budget with the president-elect which shall include estimated income and estimated expenditures for the oncoming Rotary year. The budget will be presented to the board at its July meeting for discussion and adoption. The adopted budget shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.

ARTICLE XI

Section 1C Active members (including additional active members).

(1) The name of a prospective member, proposed by an active, senior active, or past service member of the club or by the membership development committee, shall be submitted to the board in writing, through the club secretary. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure.

(2) The board shall request the classifications committee to consider and report to the board on the eligibility of the proposed member from the standpoint of classification, and shall request the membership committee to investigate and report to the board on the eligibility of the proposed member from the standpoint of character, business and social standing, and general eligibility.

(3) The board shall consider and approve or disapprove the recommendations of the classifications and membership committees and shall then notify the proposer, through the club secretary, of its decision.

(4) If the decision of the board is favorable, the proposer, together with one or more members of the Rotary Information committee, shall inform the prospective member of the purposes of Rotary and of the privileges and responsibilities of membership in the club, following which the prospective member shall be requested to complete and submit an application for membership and to give his or her permission for his or her name and proposed classification to be published to the club in its weekly bulletin.

(5) If no written objection to the proposal, stating reasons, is received by the board from any member of the club within ten (10) days following publication of the name of the prospective member, the prospective member, upon payment of the admission fee, as prescribed in Article V of these by-laws, shall be considered to be elected to membership. The ten day publication period is deemed to begin on the Saturday of the week in which the weekly bulletin is published and distributed.

If any written objection has been filed with the board, the board shall consider that objection at any regular or special meeting of the board and shall ballot on the proposed member. If not to exceed four negative votes are cast by the members of the board in attendance at such regular or special meeting, the proposed member, upon payment of the prescribed admission fee, shall be considered to be elected to membership.

Following the member's election to membership as herein provided, the club secretary shall issue a membership card to the member and shall report his or her name to the General Secretary of Rotary International.

Section 2C Senior Active, Past Service, and Honorary Members. The name of the proposed candidate for any one of three kinds of membership shall be submitted to the board of directors 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 proposal may be considered at any regular or special meeting of the board and that the board may at its discretion waive any of the steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member. If not to exceed four negative votes are cast by the members of the board in attendance at the regular or special meeting, the proposed member shall be considered duly elected , provided, however, that any active member of this club who has all the qualifications for the senior active membership as set forth in the constitution of this club, or any past service member of this club who had been an active member of this club and who at the time he ceased to be an active member in this club had the qualifications 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 or election to such senior active membership being required.

ARTICLE XII

Section 1C 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.

Section 2- Subscriptions. Any appeal to the club, or to its members as Rotarians, for charitable or other subscriptions, shall be handled in accordance with the procedure prescribed in Section 1 of this Article.

ARTICLE XIII

Section 1- Order of Business:

Meeting called to order.

Introduction of visiting Rotarians.

Introduction of guests of Rotarians.

Correspondence and announcements.

Committee reports if any.

Any unfinished business.

Any new business.

Member recognition.

Address or other program feature.

Adjournment.

Section 2- Rules of Procedure. Except as otherwise expressly provided in these by-laws, the club Constitution, the Constitution and By-laws of Rotary International, or the provisions of law, the conduct of all business meetings of the club shall be governed by Robert's Rules of Order, as such rules may be revised from time to time.

ARTICLE XIV

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 mailed to each member at least ten 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 Rotary International.