Rotary Club of Brunswick

Club # 6296, District # 7780

Organized on May 19, 1925  Charter number 2056

Bylaws    

As amended September 2003

Article I Definitions

As used in this set of Bylaws, 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.      Year: The twelve-month period, which begins on 1 July.

7.      Mail: Will include the utilization of electronic mail (e-mail) and Internet technology to reduce costs and increase responsiveness.

Section 201. Officers The Officers of the Rotary Club of Brunswick are as follows: President, President-Elect, Vice-President, Secretary, and Treasurer.

Section 202.  Nominating Committee At the first Club meeting in October, the President shall appoint a Nominating Committee consisting of five members of the Club, three of whom are past presidents of the Club, and two from the general membership; one of the members will be appointed chairperson of the committee.  The Committee shall consult with the current President, President-Elect and Vice President regarding candidates for nomination to ensure a smooth transition in the Club leadership.  At the first Club meeting in November, the Committee shall report to the Club its nominations for President, President-Elect, Vice-President, Secretary, Treasurer, and four members of the Board of Directors, plus any members needed to fill vacancies.  It is the custom of the Club, but not a requirement, that the current President-Elect be nominated for President and that the current Vice-President be nominated for President-Elect.

Section 203.  Election of Officers  At the third Club meeting in November, the President shall declare the names reported by the Nominating Committee placed in nomination.  The President shall then open the floor to further nominations for any office.  If there are no nominations from the floor for a particular office, the President shall declare the nominee for that office elected.  If there is a nomination from the floor for an office, the entire Board shall be voted on by secret ballot.  Election to any contested office is by plurality vote.

a.  Each officer and director shall take office on 1 July immediately     following election and shall serve for a term of office or until a successor has been duly elected and qualified.      

b.  Each officer and director shall be a member in good standing of this Club.  The President-elect shall attend the District Presidents-Elect Training Seminar (PETS) and the District assembly unless excused by the Governor-Elect.  If so excused from the District PETS, the President-Elect shall attend an alternative PETS.

Section 204. Sergeant-At-Arms   The newly elected President shall appoint a member of the Club to act as Sergeant-at-Arms during that President’s term of office.

Section 205. Office Vacancies   The remaining members of the Board shall fill a vacancy in any office or in the Board of Directors for the unexpired term.

Section 301. Board of Directors The governing body of the Club is the Board of Directors, consisting of 14 members of the Club; eight directors, four of whom are elected each year for two-year terms in accordance with Section 102; and six officers, ex officio, as follows: President, President-Elect, Vice-President, Secretary, Treasurer, and immediate Past President, who serve for one-year terms. It is intended that four of the directors will be replaced each year.

Section 401. President The President shall preside at meetings of the Club and Board of Directors and shall perform such other duties ordinarily as pertain to this office.

Section 402.  President-Elect   The president-Elect shall preside at meetings of the Club and Board in the absence of the President, shall be a member of The Brunswick Rotary Community Fund Board of Trustees, and shall perform such other duties as may be prescribed by the President or the Board of Directors. 

Section 403. Vice-President The Vice-President shall preside at meetings of the Club and Board of Directors in the absence of the President and President-Elect and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 404. Secretary The Secretary shall do the following:

1.      Keep the records of membership.

2.      Record the attendance at meetings.

3.      Send out notices of Club and Board meetings. E-mail notification is considered the same binding notification as written in all cases when a member has such service. Members may request written notification in writing to the Secretary.

4.      Record and preserve the minutes of these meetings.

5.      Make the required reports to Rotary International, including the semi-annual reports of membership, which shall be made to the general secretary of Rotary International on January 1^st and July 1^st of each year; the report of changes in membership, which shall be made to the general secretary of Rotary International; the monthly report of attendance at Club meetings which shall be made to the District Governor immediately following the last meeting of the month.

6.      Collect and remit to Rotary International, subscriptions to The Rotarian.

7.      Collect dues and turn over the proceeds to the Treasurer.

8.      Perform such other duties as ordinarily pertain to this office.

Section 405. Treasurer The Treasurer shall have custody of all funds, accounting for them to the Club annually and at any other time upon request by the Board of Directors; shall work cooperatively with any appointed assistant treasurer or any treasurer of a fund raising event (all such treasurer positions to be non-voting if attending meetings of the Board of Directors); shall be a member of the Brunswick Rotary Community Fund Board of Trustees; and shall perform such other duties as pertain to the office of treasurer.  Upon retirement from office, the Treasurer shall turn over to the successor treasurer or to the President all funds, books of accounts, and any other Club property pertaining to this office.

Section 406. Authority The Board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 407. Board Action Final The decision of the Board in all club matters if final, subject only to an appeal to the club. However, as to a decision to terminate members, a member may either appeal to the club 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 501. Annual Meeting An annual meeting of the Club shall be held at the third Club meeting in November in each year at which time the election of officers and directors to serve for the ensuing year shall take place.  An annual meeting for such election shall be held not later than 31 December in any year. 

Section 502. Weekly Meetings The regular weekly meetings of the Club shall be held at a time and place determined by the Board of Directors. The Secretary shall give reasonable notice of any changes in or cancellation of the regular meeting to all members of the Club.

a.   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.

b.      The Board may cancel a regular meeting if it falls on a legal 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.

Section 504. Board Meetings Regular monthly meetings of the Board shall be held at a time and place designated by the Board. Special meetings of the Board may be called by the President, whenever deemed necessary, and shall be called, upon the request of any three members of the Board.

Section 505. Quorum at Board Meetings A majority of the members of the Board constitutes a quorum.

Section 601. Admission Fee    The admission fee shall be determined by the Board of Directors. It must be paid before the applicant can qualify as a member. Any member transferring or former member of another club who is accepted into membership of this club shall not be required to pay a second admission fee.

Section 602. Membership Dues   The membership dues shall be determined by the Board of Directors, payable semi-annually on the first day of January and July. Any member failing to pay dues within (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.   Extenuating circumstances will be considered on an individual basis by written communication to the Club President.  Half the cost of each member’s subscription to The Rotarian shall be deducted from each semi-annual payment.

Section 603. Other Fees   All members are expected to participate in our fund raising projects.

Section 701. Voice Vote Except in Certain Cases   Except for the election of officers and directors, and except for those cases in which the majority vote cannot be otherwise determined, the business of the Club shall be transacted by voice vote. In the excepted cases, the vote shall be by written ballot.

Section 801. Standing Committees   Subject to the approval of the Board, the President shall appoint the following standing committees: Club Service Committee, Community Service Committee, International Service Committee, and Vocational Service Committee. Each committee shall consist of a chairperson, who shall be appointed by the President from the membership of the Board and not fewer than two other Club members.

Section 802. Ad Hoc Committees  Subject to the approval of the Board, the President may also appoint ad hoc committees on a particular phases of club service, community service, international service, and vocational service as deemed necessary.

Section 803. Club Committees  Subject to the approval of the Board, the President may appoint any other committees deemed necessary for the internal administration of Club affairs.

Section 804. Continuity of Membership  When feasible in appointing Club committees, the President shall provide 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.

Section 805. Ex Officio Member  The President is a nonvoting ex officio member of all Committees.

Section 806. Committee Action  Each committee shall transact the business delegated to it in the bylaws and such additional business as may be referred to it by the President or the Board of Directors. Except where special authority is given by the Board, committees shall not take action until a report has been made to and approved by the Board.

Section 901. Community Service Committee The Community Service Committee shall devise and carry into effect plans to assist the members of the Club in discharging their responsibilities in their community relationships. The chairperson of the committee is responsible for the community service activities of the Club, supervising and coordinating the work of any committees that may be appointed on particular phases of community service.

Section 902. International Service Committee  The International Service Committee shall devise and carry into effect plans to assist the members of this Club in discharging their responsibilities in matters relating to international service. The chairperson of the Committee is responsible for the international service activities of the Club, supervising and coordinating the work of any committees that may be appointed on particular phases of community service.

Section 903. Vocational Service Committee  The Vocational Service Committee shall devise and carry into effect plans to assist the members of this Club in discharging their responsibilities in matters relating to vocational relationships and in improving the general standards of practice in their respective vocations. The chairperson of the Committee is responsible for the vocational service activities of the Club, supervising and coordinating the work of any committees that may be appointed on particular phases of vocational service.

Section 904. Club Service Committee The Club Service Committee shall devise and carry into effect plans to assist the members of this Club in discharging their responsibilities in matters relating to club service. The chairperson of the Committee is responsible for the club service activities of the Club, supervising and coordinating the work of any committees that may be appointed on particular phases of community service.

Section 1001. General Qualifications This club shall be composed of adult persons of good character and good business and professional reputation.

Section 1002. Kinds This club shall have two kinds of membership, namely: active and honorary.

Section 1003. Active Membership A person possessing the qualification in Section 1001. may be elected to active membership in this Club.  No person shall simultaneously hold active membership in this Club and membership in another club with Rotary affiliation.

Section 1004. Transferring or Former Rotarian. A member may propose to active membership a transferring member or former member of a club, if the proposed member is terminating or has terminated such membership in the former club due to no longer being engaged in the formerly assigned classification of business or profession within the locality of the former club or surrounding area. The former club may also propose the transferring or former member of a club being proposed to active membership under this section.

Section 1005. Honorary Membership

a.         Eligibility. Persons who have distinguished themselves my meritorious service in the furtherance of Rotary ideals 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 1006. Automatic Termination  Membership shall automatically terminate when a member no longer meets the membership qualifications.

Section 1101. General Provisions Each member shall be classified in accordance with the member’s business or profession. 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.

Section 1102. 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.

Section 1103. 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% of the club’s active membership. Members who are retired shall not be included in the total number of members from a classification. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations.  No one who was a member of a Rotary Club as of 1 July 2001 shall lose membership by reason of enactment 01-148 adopted by the 2001 Council on Legislation at RI.

Section 1201. Active Membership  The method of electing members is as follows:

1. In order to be proposed for membership, a prospective member must currently live or work in the greater Brunswick area and have done so for at least six months prior to application. If transferring membership this is not a requirement. The name of the prospective member shall be submitted to the Board in writing through the Club Secretary. Except as otherwise provided in this article, the proposal for the time being shall be kept confidential.
2. The Board shall request the Membership Committee to consider and report to the Board on the eligibility of the proposed member(s) from the standpoint of classification as defined in Article XI 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 Membership committee and shall then notify the proposer of its decision.
4. If the decision of the Board is favorable, the proposer shall inform the prospective member of the purposes of Rotary and of the privileges and responsibilities of membership in the Club. Each new prospective member is required to go through a formal proposed member orientation. An application for his/her name and proposed classification will be published to the club.

5.   If no written objection to the proposal stating reason is received by the Board from any member of the Club within 10 days following publication of the name of the prospective member, the prospective member, upon payment of the admission fee, as prescribed in Article VI, Section 601 of these Bylaws, shall be considered to be elected to membership.

6.   If any objection has been filed with the Board, it shall review the matter and ballot on the proposed member. If the members of the Board cast three or more negative votes, the proposed member may not be elected to membership.

7.            Following the member’s election to membership, the Secretary shall issue a membership card and report the name to the General Secretary of RI.

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

Section 1301. General Provisions  Each active member should attend this club’s regular meetings. A member shall be counted as attending a regular meeting if the member is present for 60% 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:

1.   14 Days before or after the meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member: attends at least 60% of the regular meeting of another club or a provisional club; or attends a regular meeting of a Rotaract or Interact Club or provisional clubs; or attends a convention of RI, a council on legislation, an International Assembly, a Rotary Institute, a Rotary District Conference, or other such similar Rotary events; or is present at the usual time and place of a regular meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or attends and participates in a club service project or a club-sponsored community event or meeting authorized by the Board; or attends a board meeting or if authorize by the board, a meeting of a service committee to which the member is assigned.

2.   Out of Country. 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 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.

Section 1302. Excused Absences  A member’s absence shall be excused if 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. The member may also be excused if 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 1303. Leave of Absence  Upon written application to the Board setting forth good cause, leave of absence may be granted excusing a member from attending the meetings of the Club for a specified time.

Section 1304. Attendance Records  Any member whose absences are excused shall not be included in the membership figure used to compute this club’s attendance nor shall such absences or attendances be used for that purpose.

Section 1305. Attendance Percentages A member must attend or make up at least 60% of the club regular meetings in each half of the year and attend at least 30% of this (home) club’s regular meetings in each half year. If a member fails to attend as required, the member’s membership shall be subject to termination unless the board consents to such non-attendance for good cause.

Section 1306. Consecutive Absences Unless otherwise excused by the Board for good and sufficient reason, 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 is considered a request to terminate membership in this club. Thereafter, the Board by a majority vote, may terminate the member’s membership.

Section 1307. Other Causes for Termination 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, at a meeting called for that purpose. Prior to taking any action, 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 register letter to the member’s last known address. When the Board has terminated the membership of a member as provided for in this section, the 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.

Section 1401. Bank Account The Treasurer shall deposit all funds of the Club in a bank approved by the Board.

Section 1402. Financial Supervision All bills shall be paid only by checks signed by the Treasurer. An audit review by a certified public accountant or other knowledgeable authority shall be made once each year of all the Club’s financial transactions.

Section 1403. Bonding of Officers Officers or any members of the Club having charge or control of funds of the Club in the amount of $5,000.00 or more shall give bond as required by the Board for the safe custody of the funds of the Club.  The cost of any such bond shall be borne by the Club. 

Section 1404. Members Dues The fiscal year of the Club is from July 1 to June 30. For the collections of members’ dues, it is divided into two semi-annual periods – from July 1 to December 31, and from January 1 to June 30. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1 and January 1 of each year on the basis of the membership of the Club on those dates.

Section 1405. Budget At the beginning of each fiscal year, the Treasurer shall prepare a budget of estimated income and expenditures for the year, which, on approval by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by the Board.

Section 1406. Major Expenditures or Commitments of Funds. When the club considers any expenditure of funds in excess $10,000 whether in the process of donating the funds, using them to raise additional funds, or other projects which would commit the use of funds over a single or multiyear period, the Board must present these projects to the membership for a vote.

Section 1407. The Brunswick Rotary Community Fund The club has established The Brunswick Rotary Community Fund under Section 501c3 of the Internal Revenue Code. Empowered as a separate board of trustees comprised of a club board member, the club President-Elect and one elected by the club membership, the Fund executes charitable gift functions supported by the club. The separate by-laws of the Fund directs the trustees to assure IRS compliance to assure its tax-exempt status.

Section 1501. Board Approval No action to commit the Club on any matter shall be considered by it until the Board has considered the matter. Any such proposed actions offered at a Club meeting shall be referred to the Board without discussion.

Section 1601. Order at Regular Club Meeting  The order of business of a regular Club meeting is as follows:  Meeting called to order, Invocation, Pledge of Allegiance, Introduction of visiting Rotarians and guests, Correspondence and announcements, Committee Reports, Unfinished business, New business, Music and Humor, Sergeant-At-Arms, Address or other program feature, Adjournment.

Section 1602. Meeting. The meeting is usually one hour to one and one-quarter hours in length.

Section 1701. Amendment Procedure  These bylaws may be amended at any regular meeting by majority of those present and voting, provided that notice of the proposed amendment was mailed to each member at least ten (10) days before the meeting. No amendment to these bylaws may be made which is not in harmony with the Club Constitution and with the Constitution and Bylaws of Rotary International.