Alton-Godfrey Rotary
P. O. Box 848, Alton, Illinois 62002
"Service Above Self"
Received Charter No. 851 from Rotary International March 1, 1921

BY-LAWS OF THE ROTARY CLUB OF ALTON-GODFREY
amended March 2016

ARTICLE 1 Election of Directors and Officers

Section 1 - The board shall consist of 9 members elected from its membership.  The board members shall serve for a three-year period with not more than 3 new members elected annually.  No member of this club shall serve on the board as a director more than six consecutive years.  At a regular meeting prior to the election of officers, nominations shall be called for by the presiding officer for candidates for the board of directors; any number of nominations may be made by the members from the floor.  These nominations shall be placed upon a ballot and voted for at the annual meeting and the 3 candidates securing the highest number of votes shall be declared elected.

Section 2 - The nominating committee shall meet prior to the annual meeting and shall nominate the following:

  1. a president who shall serve as a member of the board as president-elect and vice president for the year commencing on the first day of July next following election as president-elect, and shall assume office as president on the first day of July immediately following the year of service on the board as president-elect and vice president;
  2. a secretary and treasurer, either of whom may or may not be members of the board. If not otherwise members of the board, however, the secretary and the treasurer elected at this meeting, when so elected, shall become ex officio members of the board in the year for which they are elected to serve with such responsibilities and privileges of membership thereon as the board may determine.

These nominations shall be placed on a ballot and voted for at the annual meeting and the candidates securing the highest number of votes shall be declared elected.

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 - A 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 2 Board of Directors

The governing body of this club shall be the board of directors, elected in accordance with Article I, Section 1, of these by-laws.

ARTICLE 3 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 the office of president.

Section 2 - Vice President/President-Elect. It shall be the duty of the vice president 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 the office of vice-president/president-elect.

Section 3Secretary/Treasurer. It shall be the duty of the Secretary/Treasurer to monitor and supervise the executive secretary in performing his/her duties or to arrange for someone to assist the Executive Secretary to keep the records of membership, record the attendance at meetings, send out notices of the club, board and committee meetings; record and preserve the minutes of such meetings; and to assist the Executive Secretary to make the required reports to Rotary International, and perform such other duties as usually pertain to the office of secretary. The Secretary/Treasurer shall collect or arrange for the collection of money at club meetings and activities, arrange for filing or file annual tax forms, and to perform such other duties as pertain to the office of Secretary/Treasurer.

Section 4 - Executive Secretary. It shall be the duties of the Executive Secretary to keep club records and provide appropriate information to the officers and Board of Directors of the Alton-Godfrey Rotary Club. The Executive Secretary will be required to have (or develop) a working knowledge of computers and current computer software programs necessary to perform the duties of this office. The Rotary Club Central system shall be installed and utilized where appropriate to the administrative benefit of the Club. The Club will provide a computer and software.

The duties of the Executive Secretary shall be reviewed annually by the Board of Directors.

This job description has two Sections:
• Those tasks which support the Club Secretary
• Those tasks which support the Club Treasurer

Duties to Support the Club Secretary

1) Member Records

A) Maintain general membership records consisting of address' phone numbers, and other miscellaneous items outlined in the Basic Data screen of the Alton-Godfrey Rotary Club database
B) Track and record membership changes, additions, and terminations
C) Track, update, and provide Rotary classifications for new and existing members and obtain concurrence of the Classification Chairman
D) Provide the Paul Harris Fellowship Committee with a periodic list of Paul Harris Fellows
E) The Executive Secretary will check the obituaries in the media and send a memorial upon the death of a member or member of the immediate family. The Executive will send a card upon the death of a former member or member of the immediate family of a former member.

2) Attendance Records

A) Record regular club meeting attendance using worksheets provided by the Club Service director
B) Track, record, and credit make-ups using worksheets provided by the Club Service director
C) Provide associated reports as required by Rotary International, District 6460, and the Board including 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, and including prorated reports to the general secretary on 1 October and 1 April of each 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, 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, collect and remit to Rotary International subscriptions to THE ROTARIAN.
D) Provide periodic reports to the Board of members upon request not meeting attendance requirements

3) Meetings of the Board of Directors

A) Attend all monthly Board meetings
B) Record and distribute meeting minutes by email to board members within one week following the monthly board meeting.
C) Provide copies of the attendance, last meeting minutes, and treasurers report (including special projects summaries) for the Board prior to each monthly meeting or as directed by the president.

4) Mail & Correspondence

    A) Open all mail picked up from the post office and care for those items covered in this outline. Other correspondence should be given to the appropriate officers or committee chairmen in time for action at the weekly meeting and/or monthly Board meeting

    1. Prepare timely correspondence at the direction of the Board and/or Officers and give to the requesting party with a stamped envelope.
    2. The Club will furnish all supplies and postage.

Duties to Support the Club Treasurer

5) Dues

A) Prepare and mail annual dues statements to all active members.
B) Upon receipt of dues payment, make appropriate entries, and make a bank deposit
C) Track payments and provide a report to the monthly Board meeting of those members with outstanding dues
D) Send reminders of dues owed to the club members at the direction of the Board

6) Payment of Bills:

A) The Executive Secretary will open and record all bills at least once a week
B) Write checks and prepare for mailing at least once per week
C) Secure appropriate signature(s) and mail payment

7) Meals

A) Receive weekly from the treasurer, or the treasurer’s designee, all moneys collected and a report including
• Attendance report
• Itemized report of moneys received
• All moneys collected
B) Post funds received and attendance to appropriate software
C) Prepare and deposit the funds

8) Fundraisers

A) Receive all bills and receipts for any fund raising activity from the activity chairman and/or Board member
B) Post information to appropriate bookkeeping or database records
C) Prepare checks for payment and moneys for deposit as outlined in prior Sections.

ARTICLE 4 Meetings

Section 1 - Annual Meeting. An annual meeting for the election of officers of this club shall be held not later than the thirty-first day of December in each year.

Section 2 - The regular weekly meetings of this club shall be held on Monday at 6:00 p.m. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

All members except an honorary member (or member excused by the board of directors of this club, pursuant to Article 8, Section 3 and 4 of the Standard Rotary Club Constitution) in good standing in this 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 fifty (50) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club or activity. Members whose combined years of age and membership exceeding 85 may be excluded from the attendance requirement.

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

Section 4 - Regular meetings of the board shall be held on the 2nd Monday 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 5 - A majority of the board members shall constitute a quorum of the board.

 

ARTICLE 5 Fees and Dues

The membership dues shall be an amount as determined from time to time by the board of directors, payable on the first day of July, with the understanding that a portion of each annual payment shall be applied to each member's subscription to THE ROTARIAN magazine.

ARTICLE 6 Method of Voting

The business of this club shall be transacted by via voice vote except the election of officers and directors which shall be by ballot.

ARTICLE 7   Five Avenues of Service

The five Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service and Youth Service. This club will be active in each of the five Avenues of Service.

ARTICLE 8 Committees

Section 1 - Club committees are charged with carrying out the annual and long-range goals of the club based on the five 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 three 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 members. 

(b) 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. 

(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 its community and communities in other countries.

(e) The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.

Section 2 - Additional ad hoc committees may be appointed as needed.

(a) The president shall be ex officio a 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 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.
(c) 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

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 make reference to appropriate RI materials. The service project committee will consider vocational service, community service and international service avenues when developing plans for the year.

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

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. Vacation is not a sufficient cause, and members are expected to attend weekly Rotary meetings as part of their vacation and exchange club banners.

ARTICLE 11 Finances

Section 1 - The executive secretary shall deposit all funds of the club in a bank to be named by the board

Section 2 - All bills shall be paid only by checks signed by two officers. A thorough audit by a certified public accountant or other qualified person(s) shall be made once each year of all club's financial transactions. An annual report of the financial transactions of the club shall be made to the club by December 31 of each year.

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. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st and January 1st of each year on the basis of the membership of the club on those dates.

Section 5 - At the beginning of each fiscal year the board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures of the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purpose unless otherwise ordered by action of the board,

ARTICLE 12 Method of Electing Members

Section 1 - Active members

(a) The name of a prospective member, proposed by an active or past service member of the club or by the membership committee, shall be submitted to the board in writing, through the club secretary.

(b) The board shall request the membership 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.

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

(d) 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 permission for their name and proposed classification to be published to the club.

(e) 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 proposed member, the proposed member, shall be considered for election to membership.

Any objection to the proposed member must be filed with either the President, Vice President, or Secretary and shall be considered at any regular or special meeting of the Board of Directors who shall ballot on the proposed member.

Prior to balloting, it shall be the duty of the President, or Vice President in absence of the President, to inform the Proposer and the Objector of their right to present their respective cause for and against the proposed member to the Board of Directors.

A majority of the Board Members shall constitute a quorum of the Board (ARTICLE 4, Section 5). Unless a majority of a quorum of negative votes are received by ballot, the proposed member 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 the executive secretary shall report the new member’s name to the General Secretary of Rotary International.

(f) The member shall be formally introduced as a new member at a regular meeting of the club.

Section 2 - Honorary Members. The name of a proposed candidate for honorary 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 such 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 no more than 6 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.

Section 3 - Re-election of Former Additional Active Member.

(1) The application of a former active member of this club who was elected as such member under the constitution of  this club and whose membership was terminated as provided in Article 11 of the constitution of this club shall be considered promptly by the board and in advance of any other application or proposal under the same classification or another classification.

(2) The applicant is required to attend two regular meetings before the application for membership can be approved.

(3) At its discretion the board may refer any application to the classifications and membership committees and the board may provide for a ten-day period during which any member objecting to the election of any proposed member shall notify the board in writing, stating reasons for their objection. At any regular or special meeting, the board shall proceed to ballot on any application taking into account, where applicable, reports from the classifications and membership committees and any objections filed. Unless a majority of a quorum of negative votes are received by ballot, the proposed member shall be considered to be elected to membership and shall be so notified by the secretary. In the event any application is rejected the applicant shall be so notified by the secretary.

ARTICLE 13 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. Any resolution or motion to commit the club to a major service project, not listed in the approved budget, shall be brought before the general membership for hearing at the next club assembly.

ARTICLE 14 Order of Business

Meeting called to order with prayer and recitation of The Four Way Test
Introduction of visiting Rotarians.
Correspondence and announcements.
Committee reports if any.
Any unfinished business.
Any new business.
Address or other program feature.
Adjournment.

ARTICLE 15 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 distributed 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.

*Constitution of the Rotary Club of Alton-Godfrey, Illinois
(updated June 28, 2013)

Article 1 Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A member of this club’s Board of Directors.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Satellite club A potential club whose members shall also be members (when applicable): of this club.
7. Year: The twelve-month period which begins on 1 July.

Article 2 Name
The name of this organization shall be Rotary Club of Alton-Godfrey, Illinois
(Member of Rotary International)

Article 3 Locality of the Club
The locality of this club is as follows: City of Alton; Godfrey Township, Madison County; Elsah Township, Jersey County.

Article 4 Object
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:

First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of the
worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian’s personal, business, and
community life;
Fourth. The advancement of international understanding, goodwill, and peace through a world
fellowship of business and professional persons united in the ideal of service.

Article 5 Five Avenues of Service
Rotary’s Five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.

  • Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.
  • Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles.
  • Community Service, the third Avenue of Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
  • International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.
  • Youth Service, the fifth Avenue of Service, recognizes the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.

Article 6 Meetings
Section 1 — Regular Meetings.

(a) Day and Time. This club shall hold a regular meeting once each week on the day and at the time provided in the bylaws.
(b) Change of Meeting. For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place.
(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday, including a commonly recognized holiday, or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings.
(d) Satellite Club Meeting (When Applicable). If provided in the bylaws, a satellite club shall hold regular weekly meetings at a place and at a time and day decided by its members. The day, time and place of the meeting may be changed in a similar way to that provided for the club’s regular meetings in section 1(b) of this article. A satellite club meeting may be cancelled for any of the reasons enumerated in section 1(c) of this article. Voting procedures shall be as provided in the bylaws.

Section 2 — Annual Meeting.

(a) An annual meeting for the election of officers shall be held not later than 31 December as provided in the bylaws.
(b) A satellite club (when applicable) shall hold an annual meeting of its members before 31 December to elect officers for the general governance of the satellite club.

Article 7 Membership
Section 1 — General Qualifications. This club shall be composed of adult persons of good character and good business, professional and/or community reputation.
Section 2 — Kinds. This club shall have two kinds of membership, namely: active and honorary.
Section 3 — Active Membership. A person possessing the qualifications set forth in article 5, section 2 of the RI constitution may be elected to active membership in this club.
Section 4 — Transferring or Former Rotarian.

(a) Potential Members. A member may propose to active membership a transferring member or former member of a club. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the classification limits. Potential members of this club who are current or former members of another club who have debts to the other club are ineligible for membership in this club. The club should demand that a potential member present written proof that no money is owed to the other club. The admission of a transferring or former Rotarian as an active member pursuant to this section shall be contingent upon receiving a certificate from the board of the previous club confirming the prospective member’s prior membership in that club. Transferring or former members changing clubs should be asked to bring a letter of recommendation from their previous club.
(b) Current or Former Members. This club shall provide a statement whether money is owed to this club when requested by another club with respect to a current or former member of this club being considered for membership in the other club. If such a statement is not provided within 30 days of being requested, it shall be assumed that the member does not owe any money to this club.

Section 5 — Satellite Club Membership. Members of a satellite club shall also be members of the sponsor club until such time as the satellite club shall be admitted into membership of RI as a Rotary club.
Section 6 — Dual Membership. No person shall simultaneously hold active membership in this and another club other than a satellite of this club. No person shall simultaneously be a member and an honorary member in this club. No person shall simultaneously hold active membership in this club and membership in a Rotaract club.
Section 7 — Honorary Membership.

(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary’s cause may be elected to honorary membership in this club. The term of such membership shall be as determined by the board. Persons may hold honorary membership in more than one club.
(b) Rights and Privileges. Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 8 — Holders of Public Office. Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this club under the classification of such office. This restriction shall not apply to persons holding positions or offices in schools, colleges, or other institutions of learning or to persons who are elected or appointed to the judiciary. Members who are elected or appointed to public office for a specified period may continue as such members in their existing classifications during the period in which they hold such office.
Section 9 — Rotary International Employment. This club may retain in its membership any member employed by RI.

Article 8 Classifications
Section 1 — General Provisions.

(a) Principal Activity. Each member shall be classified in accordance with the member’s business, profession, or type of community service. The classification shall be that which describes the principal and recognized activity of the firm, company, or institution with which the member is connected or that which describes the member’s principal and recognized business or professional activity or that which describes the nature of the member’s community service activity.
(b) Correction or Adjustment. If the circumstances warrant, the board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.

Section 2 — Limitations. This club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club’s active membership. Members who are retired shall not be included in the total number of members in a classification. The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board of directors of RI, shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations.

Article 9 Attendance
Section 1 — General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings if provided in the bylaws, and engage in this club’s service projects, other events and activities. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action was reasonable, or makes up for an absence in any of the following ways:

(a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member
(1) attends at least 60 percent of the regular meeting of another club, of a satellite club meeting of another club, or of a provisional club; or
(2) attends a regular meeting of a Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club, Rotary Community Corps, or Rotary Fellowship; or
(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multizone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district training assembly, any district meeting held by direction of the board of directors of RI, any district committee meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or
(4) is present at the usual time and place of a regular meeting or satellite club meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or
(5) attends and participates in a club service project or a club-sponsored community event or meeting authorized by the board; or
(6) attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned; or
(7) participates through a club website in an interactive activity requiring an average of 30 minutes of participation.
When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend regular meetings or satellite club meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad.
(b) At the Time of the Meeting. If, at the time of the meeting, the member is
(1) traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a)(3) of this section; or
(2) serving as an officer or member of a committee of RI, or a trustee of The Rotary Foundation; or
(3) serving as the special representative of the district governor in the formation of a new club; or
(4) on Rotary business in the employ of RI; or
(5) directly and actively engaged in a district-sponsored or RI- or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or
(6) engaged in Rotary business duly authorized by the board which precludes attendance at the meeting.

Section 2 — Extended Absence on Outposted Assignment. If a member will be working on an outposted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs.
Section 3 — Excused Absences. A member’s absence shall be excused if

(a) the absence complies with the conditions and under circumstances approved by the board. The board may excuse a member’s absence for reasons which it considers to be good and sufficient. Such excused absences shall not extend for longer than twelve months. However, if the leave is for a medical reason that extends for more than twelve months such leave may be renewed by the board for a period of time beyond the original twelve months.
(b) the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more and the member has notified the club secretary in writing of the member’s desire to be excused from attendance and the board has approved.

Section 4 — RI Officers’ Absences. A member’s absence shall be excused if the member is a current officer of RI or a Rotarian partner of a current officer of RI.
Section 5 — Attendance Records. When a member whose absences are excused under the provision of subsection 3(a) of this article fails to attend a club meeting, the member and the member’s absence shall not be included in the attendance records. In the event that a member whose absences are excused under the provisions of subsection 3(b) or section 4 of this article attends a club meeting, the member and the member’s attendance shall be included in the membership and attendance figures used to compute this club’s attendance.

Article 10 Directors and Officers
Section 1 — Governing Body. The governing body of this club shall be the board constituted as the bylaws may provide.
Section 2 — Authority. The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.
Section 3 — Board Action Final. The decision of the board in all club matters is final, subject only to an appeal to the club. However, as to a decision to terminate membership, a member, pursuant to article 12, section 6, may appeal to the club, request mediation, or request arbitration. If appealed, a decision of the board shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the board, provided a quorum is present and notice of the appeal has been given by the secretary to each member at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the club shall be final.
Section 4 — Officers. The club officers shall be a president, the immediate past president, a president-elect, and a secretary, and may include one or more vice-presidents, all of whom shall be members of the board. The club officers shall also include a treasurer and may include a sergeant-at-arms, all of whom may be members of the board as the bylaws shall provide. Club officers shall regularly attend satellite club meetings.
Section 5 — Election of Officers.

(a) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified.
(b)Term of President. The president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office and shall serve as president-nominee upon election. The nominee shall take the title of president-elect on 1 July in the year prior to taking office as president. The president shall take office on 1 July and shall serve a period of one (1) year or until a successor has been duly elected and qualified.
(c) Qualifications. Each officer and director shall be a member in good standing of this club. A candidate for the office of president shall have served as a member of this club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of this requirement. The president-elect shall attend the district presidents-elect training seminar and the district training assembly unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect. If the president-elect does not attend the presidents-elect training seminar and the district training assembly and has not been excused by the governor-elect or, if so excused, does not send a designated club representative to such meetings, the president-elect shall not be able to serve as club president. In such event, the current president shall continue to serve until a successor who has attended a presidents-elect training seminar and district training assembly or training deemed sufficient by the governor-elect has been duly elected.

Section 6 — Governance of a Satellite Club of This Club (When Applicable). A satellite club shall be located in the same locality as this club or in the surrounding area.

(a) Satellite Club Oversight. This club shall provide such general oversight and support of a satellite club as is deemed appropriate by the board.
(b) Satellite Club Board. For the day-to-day governance of a satellite club, it shall have its own annually elected board drawn from its members and comprising the officers of the satellite club and four to six other members as the bylaws shall provide. The highest officer of the satellite club shall be the chairman and other officers shall be the immediate past chairman, the chairman-elect, the secretary and the treasurer. The satellite board shall be responsible for the day-to-day organization and management of the satellite club and its activities in accordance with Rotary rules, requirements, policies, aims and objectives under the guidance of this club. It shall have no authority within, or over, this club.
(c) Satellite Club Reporting Procedure. A satellite club shall, annually, submit to the president and board of this club a report on its membership, its activities and programs, accompanied by a financial statement and audited accounts, for inclusion in this club’s reports for its annual general meeting and such other reports as may, from time to time, be required by this club.

Article 11 Admission Fees and Dues
Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article 7, section 4(a) or any former member of this club who rejoins this club, shall not be required to pay a second admission fee. A Rotaractor who ceased to be a member of Rotaract within the preceding two years, who is accepted into membership of this club, shall not be required to pay an admission fee.

Article 12 Duration of Membership
Section 1 — Period. Membership shall continue during the existence of this club unless terminated as hereinafter provided.
Section 2 — Automatic Termination.

(a) Membership Qualifications. Membership shall automatically terminate when a member no longer meets the membership qualifications, except that
(1) the board may grant a member moving from the locality of this club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member continues to meet all conditions of club membership;
(2) the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member continues to meet all conditions of club membership.
(b) How to Rejoin. When the membership of a member has terminated as provided in subsection of this section, such person, provided such person’s membership was in good standing at the time of termination, may make new application for membership, under the same or another classification. A second admission fee shall not be required.
(c) Termination of Honorary Membership. Honorary membership shall automatically terminate at the end of the term for such membership as determined by the board. However, the board may extend an honorary membership for an additional period. The board may revoke an honorary membership at any time.

Section 3 — Termination Non-payment of Dues.

(a) Process. Any member failing to pay dues within thirty (30) days after the prescribed time shall be notified in writing by the secretary at the member’s last known address. If the dues are not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board.
(b) Reinstatement. The board may reinstate the former member to membership upon the former member’s petition and payment of all indebtedness to this club. However, no former member may be reinstated to active membership if the former member’s classification is in conflict with article 8, section 2.

Section 4 — Termination Non-attendance.

(a) Attendance Percentages. A member must
(1) attend or make up at least 50 percent of club regular meetings or satellite club meetings, or engage in club projects, other events and activities for at least 12 hours in each half of the year, or a proportionate combination of both;
(2) attend at least 30 percent of this club’s regular meetings or satellite club meetings, or engage in club projects, other events and activities in each half of the year (assistant governors, as defined by the board of directors of RI, shall be excused from this requirement).
If a member fails to attend as required, the member’s membership may be subject to termination unless the board consents to such non-attendance for good cause.
(b) Consecutive Absences. Unless otherwise excused by the board for good and sufficient reason or pursuant to article 9, sections 3 or 4, each member who fails to attend or make up four consecutive regular meetings shall be informed by the board that the member’s non-attendance may be considered a request to terminate membership in this club. Thereafter, the board, by a majority vote, may terminate the member’s membership.

Section 5 — Termination Other Causes.

(a) Good Cause. The board may terminate the membership of any member who ceases to have the qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the board members present and voting, at a meeting called for that purpose. The guiding principles for this meeting shall be article 7, section 1; The Four-Way Test; and the high ethical standards that one should hold as a Rotary club member.
(b) Notice. Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days’ written notice of such pending action and an opportunity to submit a written answer to the board. The member shall have the right to appear before the board to state the member’s case. Notice shall be by personal delivery or by registered letter to the member’s last known address.
(c) Filling Classification. When the board has terminated the membership of a member as provided for in this section, this club shall not elect a new member under the former member’s classification until the time for hearing any appeal has expired and the decision of this club or of the arbitrators has been announced. However, this provision shall not apply if, by election of a new member, the number of members under the said classification would remain within provided limitations even if the board’s decision regarding termination is reversed.

Section 6 — Right to Appeal, Mediate or Arbitrate Termination.

(a) Notice. Within seven (7) days after the date of the board’s decision to terminate membership, the secretary shall give written notice of the decision to the member. Within fourteen (14) days after the date of the notice, the member may give written notice to the secretary of the intention to appeal to the club, request mediation, or to arbitrate as provided in article 16.
(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty-one (21) days after receipt of the notice of appeal. At least five (5) days’ written notice of the meeting and its special business shall be given to every member. Only members shall be present when the appeal is heard.
(c) Mediation or Arbitration. The procedure utilized for mediation or arbitration shall be as provided in article 16.
(d) Appeal. If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration.
(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
(f) Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member may appeal to the club or arbitrate as provided in subsection (a) of this section.

Section 7 — Board Action Final. Board action shall be final if no appeal to this club is taken and no arbitration is requested.
Section 8 — Resignation. The resignation of any member from this club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to this club.
Section 9 — Forfeiture of Property Interest. Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club if, under local laws, the member may have acquired any right to them upon joining the club.
Section 10 — Temporary Suspension. Notwithstanding any provision of this constitution, if in the opinion of the board

(a) credible accusations have been made that a member has refused or neglected to comply with this constitution, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the club; and
(b) those accusations, if proved, constitute good cause for terminating the membership of the member; and
(c) it is desirable that no action should be taken in respect of the membership of the member pending the outcome of a matter or an event that the board considers should properly occur before such action is taken by the board; and
(d) that in the best interests of the club and without any vote being taken as to his or her membership, the member’s membership should be temporarily suspended and the member should be excluded from attendance at meetings and other activities of this club and from any office or position the member holds within the club. For the purposes of this clause, the member shall be excused from fulfilling attendance responsibilities; the board may, by a vote of not less than two-thirds of the board, temporarily suspend the member as aforesaid for such period and on such further conditions as the board determines, albeit for a period no longer than is reasonably necessary in all the circumstances.

Article 13 Community, National, and International Affairs
Section 1 — Proper Subjects. The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions. However, this club shall not express an opinion on any pending controversial public measure.
Section 2 — No Endorsements. This club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate.
Section 3 — Non-Political.

(a) Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political nature.
(b) Appeals. This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.

Section 4 — Recognizing Rotary’s Beginning. The week of the anniversary of Rotary’s founding (23 February) shall be known as World Understanding and Peace Week. During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and throughout the world.

Article 14 Rotary Magazines
Section 1 — Mandatory Subscription. Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of RI from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI. Two Rotarians residing at the same address have the option to subscribe jointly to the official magazine. The subscription shall be paid in six (6) month periods for the duration of membership in this club and to the end of any six (6) month period during which membership may terminate.
Section 2 — Subscription Collection. The subscription shall be collected by this club from each member semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the board of directors of RI.

Article 15 Acceptance of Object and Compliance with Constitution and Bylaws
By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.

Article 16 Arbitration and Mediation
Section 1 — Disputes. Should any dispute, other than as to a decision of the board, arise between any current or former member(s) and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the disputants, either be resolved by mediation or settled by arbitration.
Section 2 — Date for Mediation or Arbitration. In the event of mediation or arbitration, the board shall set a date for the mediation or arbitration, in consultation with disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.
Section 3 — Mediation. The procedure for such mediation shall be that recognized by an appropriate authority with national or state jurisdiction or be that recommended by a competent professional body whose recognized expertise covers alternative dispute resolution or be that recommended by way of documented guidelines determined by the board of RI or the trustees of The Rotary Foundation. Only a member of a Rotary club may be appointed as mediator(s). The club may request the district governor or the governor’s representative to appoint a mediator who is a member of a Rotary club and who has appropriate mediation skills and experience.

(a) Mediation Outcomes. The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s) and one copy given to the board and to be held by the secretary. A summary statement of outcomes acceptable to the parties involved shall be prepared for the information of the club. Either party, through the president or secretary, may call for further mediation if either party has retracted significantly from the mediated position.
(b) Unsuccessful Mediation. If mediation is requested but is unsuccessful, any disputant may request arbitration as provided in section 1 of this article.

Section 4 — Arbitration. In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or as arbitrator.
Section 5 — Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.

Article 17 Bylaws
This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein provided.

Article 18 Interpretation
Throughout this constitution, the terminology "mail," "mailing," and "ballot-by-mail" will include utilization of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.

Article 19 Amendments
Section 1 — Manner of Amending. Except as provided in section 2 of this article, this constitution may be amended only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its bylaws.

Section 2 — Amending Article 2 and Article 3. Article 2 (Name) and Article 3 (Locality of the Club) of the constitution shall be amended at any regular meeting of this club, a quorum being present, by the affirmative vote of not less than two-thirds of all voting members present and voting, provided that notice of such proposed amendment shall have been mailed to each member and to the governor at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective only when so approved. The governor may offer an opinion to the board of directors of RI regarding the proposed amendmen

* The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt this prescribed standard club constitution. The club constitution is reviewed every three years at the Rotary International Council on Legislation.