Bylaws of the Rotary Club of Scottsdale

Amended and Restated April 21, 2003

Article I

Election of Directors and Officers

Section 1 - At a regular meeting one month prior to the annual meeting, the presiding officer shall ask for nominations by members of the club for  president, vice-president, secretary, treasurer, and three members of the board of  directors. Officers serve one year and directors serve two-year terms. The nominations will be presented by a nominating committee, by members from the floor or by members in writing.  The nominating committee shall consist of the five most immediate past-presidents, the president and the president-elect or as the club may designate. The nominations, having been duly made no less than seven (7) days prior to the election, shall be placed on a ballot in alphabetical order under each office, providing the option for write-in candidates, and shall be voted for at the annual meeting. The candidates for president, vice-president, secretary and treasurer receiving a majority of the votes shall be declared elected to their respective offices. The three candidates for director receiving the highest number of the votes shall be declared elected as directors. The president elected in such balloting shall serve as a member of the board as president-elect for the year commencing on the first day of July next following election as president, and shall assume office as president on the first day of July immediately following a year of service on the board as president-elect.

Section 2 - The officers and directors, so elected, together with the immediate past president shall constitute the board of directors. Within thirty days after their election the board of directors-elect shall meet to plan their upcoming term.

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.

Section 5 - Any officer or director may be removed from office by the board of directors whenever in its judgment the best interest of this club would be served thereby. 

Section 6 - Officers and directors are required to attend at least sixty percent (60%) of regularly-scheduled board meetings.  Any officer or director who fails to attend at least sixty percent (60%) of regularly-scheduled board meetings in each half of the year shall be subject to removal from office unless the board consents to such non-attendance for good cause.  

Article II

Board of Directors

Section 1 - The governing body of this club shall be the board of directors consisting of twelve (12) members of this club, namely, six (6) directors elected in accordance with Article 1, Section 1, of these by-laws, and the president, president-elect, vice-president, secretary, treasurer and the immediate past president.

Section 2 - The board of directors may hire one or more agents to perform those duties of the club’s officers, directors, committee chairs or other members pertaining to the operation of the club which  are not directly precluded by Rotary International's Bylaws.

Article III

Duties of Officers

Section 1 - President.   It shall be the duty of the president to preside at meetings of the club and board and to perform such other duties as ordinarily pertain to this office.

Section 2 - President-Elect.  It shall be the duty of the president-elect to preside at meetings of the club and board in the absence of the president and serve as a member of the board of directors of the club and to perform such other duties as may be prescribed by the president or the board.

Section 3 - Vice President. It shall be the duty of the vice-president to preside at meetings of the club and board in the absence of the president-elect and to perform such other duties as ordinarily pertain to this office.

Section 4 - Secretary.  It shall be the duty of the secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club, board and committees, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the 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 October 1st and April 1st of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period, the report of changes in membership, which shall be made to the General Secretary of 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, and perform such other duties as usually pertain to this office.

Section 5 - Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board and to perform such other duties as pertain to this office. Upon retirement from office, the treasurer shall turn over to the succeeding treasurer or to the president all funds, books of accounts or any other club property in the treasurer's possession.

Article IV

Meetings

Section 1 - An Annual meeting of this club shall be held during a regular meeting of the club in December of each year, at which time the election of officers and directors to serve for the ensuing Rotary year shall take place.

Section 2 - The regular weekly meetings of this club shall be held on Monday at 12:00 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, excepting an honorary member (or member excused by the board of directors of this club pursuant to Article VII, Section 2(b) of the Standard Rotary Club Constitution), in good standing of 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 sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, Article VIII, Section 1.

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 third Thursday of each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) 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 V

Fees and Dues

Section 1 - The Admission fee, which includes a $100 contribution to the Scottsdale Rotary Club Foundation and a $100 contribution to the Rotary International Foundation Paul Harris Fellowship shall be paid before the applicant can qualify as a club member. Applicants for membership who are already Paul Harris Fellows shall have that fee waived.

Section 2 - The membership dues shall be established annually by the board, payable quarterly on the first day of July, October, January and April, with the understanding that the cost of each member's subscription to The Rotarian magazine is included in their dues.

Article VI

Method of Voting

Section 1 - The business of this club shall be transacted by voice, written or electronic vote or other methods approved by the Board, except the election of officers and directors, which shall be by ballot.

Article VII

Committees

Section 1 - Committees - General

(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 committee chairpersons on particular phases of club service, vocational service, community service, and international service, as may be deemed necessary.

(c) The Club Service committee, Vocational Service committee, Community Service committee and International Service committee shall each consist of a chairperson, who shall be named by the president from the membership of the board, and not less than two (2) other members.

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

(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) The president 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 all committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term.

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.

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

Attendance committee

Classification committee

Club Bulletin committee

Fellowship committee

Membership committee

Membership Development committee

Program committee 

Public Relations committee

Rotary Information committee

                 Sergeant-at-Arms committee

Section 3 - Vocational Service Committee

(a) The chairperson of the Vocational Service committee shall be responsible for all Vocational Service activities and shall supervise and coordinate the work of all committees appointed on particular phases of Vocational Service.

(b) The Vocational Service committee shall consist of the chairperson of the Vocational Service committee and the chairpersons of all committees appointed on particular phases of Vocational Service.

(c) The president shall, subject to the approval of the board, appoint committee chairpersons on particular phases of Vocational Service.

Section 4 - Community Service Committee

(a) The chairperson of the Community Service committee shall be responsible for all community service activities and shall supervise and coordinate the work of all committees appointed on particular phases of community service.

(b) The Community Service committee shall consist of the chairperson of the Community Service committee and the chairpersons of all committees appointed on particular phases of community service.

(c) The president shall, subject to the approval of the board, appoint committee chairpersons on particular phases of community service.

Section 5 - International Service Committee

(a) The chairperson of the International Service committee shall be responsible for all international service activities and shall supervise and coordinate the work of all committees appointed on particular phases of international service.

(b) The International Service committee shall consist of the chairperson of the International Service committee and the chairpersons of all committees appointed on particular phases of international service.

(c) The president shall, subject to the approval of the board, appoint committee chairpersons on particular phases of international service.

Article VIII

Duties of Committees

Section 1 - Club 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 club service. The chairperson 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 meetings, including attendance at district conferences, intercity meetings, regional 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 31 August 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 classification problems.

(c) Club Bulletin Committee. The 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, and report news of the club, of its members and of the worldwide Rotary program.

(d) Fellowship Activities Committee. This committee shall promote acquaintance 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) 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.

(f) 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 open classifications.

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

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

(i) Rotary Information Committee. This committee shall devise and carry into effect plans to give prospective members information about the privileges and responsibilities of membership in a Rotary club; give the members, especially the new members, adequate understanding of the privileges and responsibilities of members; give the members information about Rotary, its history, object, scope, activities; and give the members information as to developments in the administrative operation of Rotary International.

(j) Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for this office and such other duties as may be prescribed by the president or the board.

Section 2 - 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 3 - 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 responsibilities in their community relationships. The chair of this committee shall be responsible for the community service activities of this club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of community service.

Section 4 - International Service 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

LEAVE OF ABSENCE

Section 1 - Upon 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.

ARTICLE X

FINANCES

Section 1 - The treasurer shall deposit all funds of the club in one or more financial institutions to be named by the board.

Section 2 - All bills shall be paid only by checks signed by the treasurer or other approved officers or agents designated by the board. A thorough financial review by a certified public accountant or other qualified person shall be made at the direction of the board of directors of all the club's financial transactions.

Section 3 - Officers having charge or control of funds shall give bond as may be required by the board for the safe custody of the funds of the club; cost of bond to be borne by the club.

Section 4 - The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members' dues shall be divided into four quarterly periods extending form July 1st to September 30th, October 1st to December 31st, January 1st to March 31st, and April 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 for the year, which,

having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.

ARTICLE XI

METHOD OF ELECTING MEMBERS

Section 1 - Active Members 

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

(b) 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, social standing and general eligibility.

(c) The board shall consider and approve or disapprove the recommendation of the classifications and membership committees 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 his permission for his 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 (other than honorary) of the club within seven (7) days following publication of the name of the prospective member, the prospective member, upon payment of the admission fee, as prescribed  these by-laws, shall be considered to be elected for membership.

(f) If any objection has been filed with the board, it shall consider the same at any regular or special meeting of the board and shall vote on the proposed member, If a majority of the board vote to approve such membership and no more than three (3) 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.

(g) 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 name to the General Secretary of Rotary International.

(h) The member shall be formally inducted 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 the board may, in its discretion, waive any of the steps as set forth in Section 1 of this Article and proceed to vote on the proposed honorary member. If a majority of the board votes to approve such honorary membership and no more than three (3) negative votes are cast by the members of the board in attendance at the regular or special meeting, the proposed honorary member shall be considered duly elected.

ARTICLE XII

FUNDRAISING

Section 1 - Any and all fundraising activities must be board approved.

ARTICLE XIII

RESOLUTIONS

Section 1 - No resolution or motion to commit this club on any financial 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.

ARTICLE IV

INDEMNIFICATION

Section 1 – This club hereby indemnifies and holds its officers and directors harmless from and against any liability and expenses which may be incurred by its officers and directors by reason of any act or omission to act of said persons on behalf of the club or in furtherance of the interests of the club, including but not limited to any expenses incurred in connection with the defense of any proceeding or claim, provided (1) the individual's conduct was in good faith; (2) the individual acting in an official capacity believed such conduct was in the best interests of the club, or in all other cases was at least not opposed to its best interests; and (3) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. The foregoing indemnification is intended to fully comply with Arizona law. As such, such indemnification shall not apply to any conduct excepted in Arizona Revised Statutes Sections 10-3202B1(a) - (d) and 10-3851D (effective 1/1/99). And for purposes of such indemnification, the words "Officer", "Director", "Expenses", "Liability", "Proceeding" and "Official Capacity" shall be as defined in Arizona Revised Statutes Section 10-3850 (effective 1/1/99). Such obligation of indemnification shall be satisfied only from club assets.

ARTICLE XV

ORDER OF BUSINESS

Section 1 – the following is the general order of business at meetings:

Meeting called to order

Invocation and Pledge

Introduction of visiting Rotarians

Correspondence and announcements

Committee Reports

Any unfinished business

Any new business

Fines and Happy Bucks

Address or other program feature

Other announcements

Adjournment

ARTICLE XVI

AMENDMENTS

Section 1 - 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 published in the club bulletin distributed to the members at the two regular meetings preceding the date of the vote or mailed to each member at least ten (10) days before the date of the vote. 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.

I, the undersigned Secretary of  this corporation, do hereby certify as follows:

(1) That the Board of Directors voted to submit the foregoing “Bylaws of the Rotary Club of Scottsdale” to the members for approval at a regular meeting of the Board of Directors on March 20, 2003 and via electronic vote on April 2, 2003; and

(2) That the members of the Rotary Club of Scottsdale voted to amend, restate and adopt the “Bylaws of the Rotary Club of Scottsdale” as aforesaid on April 21, 2003. 

                                              Tom Sadvary