Article 1

Rotary eClub of The Southwest, USA Bylaws

Definitions

1. Board: The Board of Directors of this club.
2. Director: A member of this club’s Board of Directors.
3. Member: A member, other than an honorary member, of this club. 4. RI: Rotary International.
5. Year: The twelve-month period that begins on 1 July.
6. Club or eClub: This Rotary club.

Article 2 Board
The governing body of this club shall be the board consisting of 13 members of this club, namely, the president, president-elect, president-nominee, secretary, treasurer, sergeant-at- arms, the seven directors elected in accordance with article 3, section 1 of these bylaws, and the immediate past president. The executive secretary shall be an advisory member to the board, without vote.

Article 3 Election of Directors and Officers
Section 1 — At a regular meeting one month prior to the meeting for election of officers and

directors, the presiding officer shall ask the nominating committee to present the nominations for president-nominee, secretary, treasurer, sergeant-at-arms, Internet communications director, service projects director, the Rotary foundation director, the new generations director, the membership director, the fellowship director, and the public relations director. The nominating committee shall consist of five members of the club in good standing, including two board members. The president shall appoint the nominating committee chairman and the other four members with the concurrence of the board at least 30 days prior to the presentation of the nominees. The nominating committee shall solicit from all club members their recommendations of those club members considered best qualified to fill these leadership positions. Thereafter, no nominations from the floor will be accepted. The nominating committee is not limited to those recommendations made by club members but shall include all such nominations on the official ballot. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. Candidates receiving a majority of the votes for their respective office/directorship shall be declared elected. The president-nominee elected in such balloting shall immediately serve as a member of the board and assume the

title of president-elect for the year commencing on the first day of July next following the election. The president-elect shall assume office as president on the first day of July immediately following the year of service on the board as president-elect.

Section 2 Vacancies. Except for the office of president, president-elect, and president- nominee, a vacancy in the board of directors or any office shall be filled by action of the remaining members of the board. Should a vacancy occur in the office of the president, the president-elect shall assume the office of president. Should a vacancy occur in the office of president-elect the president-nominee shall assume the office of president-elect and the most recent nominating committee shall be re-convened and a new nomination and election for the vacant office shall be completed as soon as possible. Except for the office of president-elect and president-nominee, a vacancy in the position of any officer- elect or director-elect shall be filled by action of the remaining members of the board- elect.

Section 3 Tenure of Office. The secretary, treasurer, sergeant-at-arms, and any director can be re-elected to the same position for a maximum of three consecutive years. The other officers shall not serve more than two consecutive years in their respective office.

Section 4 — Executive Secretary. The executive secretary has no set term of office but is appointed by, and serves at the pleasure of, the board.

Article 4 Duties of Officers
Section I President. It shall be the duties 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 President-elect. It shall be the duties of the president-elect to preside at

meetings of the club and board in the absence of the president, and to perform such other

duties as may be prescribed by the president.
Section 3 — President-nominee. It shall be the duties of the president-nominee to perform

such duties as may be prescribed by the president or the board. Section 4 Secretary. It shall be the duties of the secretary to:

(a) 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, and to submit the monthly report of attendance at the club meetings to the district secretary as directed by the district governor.

(b) Make the required reports to RI, including the semiannual reports of membership, to the general secretary of RI on 1 January and 1 July of each year, and include per capita dues for all members and prorated dues for active members who have been elected to membership in the club since the start of the July or January semiannual reporting period, and to report changes in membership that shall be made to the district and the general secretary of RI.

(c)Perform such other duties as usually pertain to the office of secretary. (d)Chair the club administration committee.

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 pertains to the office of treasurer. Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts or any other club property. The treasurer shall be a member of the club administration committee.

Section 6 Sergeant-at-Arms. It shall be the duty of the sergeant-at-arms to perform such duties as may be prescribed by the president or the board.

Section 7 — Executive Secretary. The executive secretary should be an experienced eClub Rotarian who will serve as club parliamentarian and an advisor to the board on Rotary procedures that are detailed in the various constitutional documents of the club, Rotary International, and the RI Manual of Procedure. Additionally the incumbent shall cause club historical documents to be preserved either electronically or in original form. It shall also be the responsibility of the ES to assist the club secretary in a manner agreeable to both. The ES can act for the club secretary when the secretary is unavailable.

Article 5 Meetings
Meetings will normally be conducted via electronic communications. Occasional in-person meetings to develop and enhance club fellowship and facilitate coordination of club projects will be scheduled by the board.
Section 1 Annual Meeting. An annual meeting of this club shall be held no later than the

third week of December in each year, or as determined by the board, at which time the election of officers and directors to serve for the ensuing year shall take place. Article 6 Section 2 of the club Constitution requires that the annual meeting take place no later than 31 December.

Section 2 Weekly Meetings. The regular weekly meeting of this club commences at the time of posting each Monday and continues for one-week thereafter Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. Attendance must be evidenced by the member logging onto the club website and completing a minimum 30 minute interactive session during the meeting described above, or as otherwise provided in this club’s constitution, Article 9 Section 2. All members (except those excused by the board of directors of this club, pursuant to article 9, section 3b or section 4 of this club’s constitution) must be counted as present or absent during the period of the regular meeting.

Section 3 Membership Quorum. A response from at least one-half of the active membership during electronic voting shall be required to validate the vote unless otherwise specified herein.

Section 4 Board Meetings. Regular meetings of the board shall be held either electronically or in person each month, date to be determined by the standing board. 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 Board Quorum. A majority of the board members shall constitute a quorum of

the board.

Article 6 Fees and Dues

To encourage the admission of younger Rotarians the RI Board agreed that clubs may waive admission fees for Rotaractors who have been accepted as a club member within two years of terminating their Rotaract membership. Clubs must still collect RI membership dues, district dues, club dues, Council on Legislation fees, and magazine subscriptions fees from Rotarians in this category.

Section 1 Admission Fee. The admission fee shall be as determined by the board, to be paid before the applicant can qualify as a member. Transferring or past Rotarians are not required to pay a second admission fee.

Section 2 Dues. Other than as provided above, the club will collect per-capita dues of (To be voted on separately) per annum, paid semi-annually on 1 July and 1 January. This will cover the payment of all dues to Rotary International, District 5510, club, and the Rotarian subscription. New members will be billed a pro rata amount of (To be determined) per each full month of membership until the start of the next semiannual period. The individual's membership will not be effective until the bill is paid. This amount will cover all costs of membership, including pro rata club dues, but excluding the admission fee, if any.

Section 3 Meals There will be no meal costs associated with the electronic format meeting. When the club has an in-person meeting all meals will be on a pay-as-you-go basis.

Article 7 Method of Voting

The business of this club shall be transacted by electronic ballot and a response from at least one-half of the club’s active membership shall be required to validate the vote. Board meetings, if in person, can optionally use voice vote with the added stipulation that absent members shall be given the opportunity to cast a vote on all matters via electronic ballot.

Article 8 Committees
Section 1 General. This club shall operate under the RI “Club Leadership Plan”, modified

 Membership

Fellowship
New Generations

Service Projects The Rotary Foundation Club Administration Internet Communications Public Relations

for the unique requirements of an eClub. Standing committees for this club shall be:

(a) These eight committees shall each consist of a chairman, subcommittee chairmen, and other members necessary to function effectively.

(b) The president shall be ex-officio a member of all committees and, as such, shall haveall the privileges of membership thereon.
(c) Each committee shall transact such business as is delegated to it in the 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, action shall not be taken until approved by the board.

(d) Where feasible and practicable in the appointment of club committee members, 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.

(e) The chairman of each committee shall be responsible for all club activities associated with that committee, and shall supervise and coordinate the work of all subcommittees appointed on particular phases of the committee’s operation.

(f) All committees shall devise and carry into effect plans that will guide and assist the members of this club in discharging their responsibilities in matters relating to the programs of that committee. The chairman of each committee shall be responsible for regular meetings of the committee and subcommittees, and shall report to the board on all committee activities.

(g) The committees/subcommittees described below shall form the structure of this club. The president can, subject to the approval of the board, appoint others as deemed appropriate, on particular phases of club operations. It is permissible to combine or delete subcommittees with approval of the board.

(h) 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. The president-elect is responsible for appointing sub-committee chairs and committee members in advance of his year of service as president to enable the incoming team to conduct planning meetings prior to the start of their year in office. An RI produced “how-to” manual is available for all committees except the Internet communications committee and they will be distributed to each committee member.

Section 2 Membership Committee. The membership director shall be the chairman of this committee.

Subcommittees:

Classification Membership Development

Retention Orientation & Education
Section 3 Service Projects Committee. The service projects director shall be the chairman

of this committee.
(a)
General. The membership of this club is located throughout the world rather than in

one community, thereby potentially limiting individual member availability to support specific club community service projects. Although the club will have unique service projects scheduled, members are also encouraged to work with other Rotary clubs in their immediate area, keeping track of their service hours. All club members are asked to complete and report at least six hours of Rotary service per month in any of the

avenues of service; club, community, vocational, international, or future generations. Subcommittees:

Community International Vocational Club

Educational Club Fund Raising
Section 4 The Rotary Foundation Committee. The Rotary Foundation director shall be the

chairman of this committee. Subcommittees:

Annual Giving
Group Study Exchange PolioPlus

Grants RI Foundation Alumni Permanent Fund World Peace Fellowship Scholarships

Section 5 Fellowship Committee. The fellowship director shall be the chairman of this committee.

Subcommittees:

Event Planning
Section 6 Administration Committee. The secretary shall be the chairman of this

committee. The club treasurer shall be a member of this committee. Subcommittees:

Finances Attendance Member Information Section 7 Internet Communications Committee. The Internet communications director shall be the chairman of this committee.

Subcommittees:

Web Site Manager Programs
Section 8 Public Relations Committee. The public relations director shall be the chairman

of this committee. Subcommittees:

Media Relations Marketing/Advertising Special Events
Section 9 — New Generations Committee. The new generations director shall be the

chairman of this committee. Subcommittees:

Youth Leadership Development Activities Exchange Programs Youth Community and International Service Rotaract

Article 9 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.

(Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not

operate to give the club credit for the member's attendance. Unless the member attends a regular meeting of this club or some other club, or attends a function that is an authorized makeup, the excused member must be recorded as absent.

Article 10 Finances

Section I — The treasurer shall deposit all funds of the club in a bank to be approved by the board.

Section 2 All bills shall be paid by checks signed by the treasurer as approved by the club president or secretary. The board can authorize a credit card registered in the clubs name with the treasurer and one other board member, so designated, as authorized signers. A thorough audit by a person(s), other than a board member, designated by the board shall be made at least once each year of all the club's financial transactions. The final audit shall be completed within 60 days of the end of the club’s fiscal year with a report to the board and membership due within 15 days thereafter.

(a) RI Dues. The treasurer shall make payment of per capita dues and magazine subscriptions to RI on July 1 and January 1 of each year on the basis of the membership of the club on those dates. A bill (the Semi-Annual Report) from RI will normally be received early in those months and will be paid within 30 days.

(b) District dues are billed semiannually in early July and January. Payment shall be made based on the membership of the club reported to RI for that period and within 30 days of receipt of billing.

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 two semiannual periods extending from July 1st to December 31st, and from January 1st to June 30th. Invoices for member dues shall be distributed during June and December, immediately preceding the start of the semiannual period, and are considered overdue if not paid within 30 days of invoice receipt.

Section 5 — At least 90 days prior to the beginning of each fiscal year the incoming president, in consultation with the incoming board, shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the coming year. Upon acceptance by the incoming board this budget shall be presented to the general membership for approval. Two-thirds of the total membership must vote to accept the budget before it can be declared ratified. When ratified, it shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.

Section 6 — The board has the authority to hire an accounting consultant to assist the treasurer in matters of club finance.

Article 11 Method of Electing Members
Section 1 — The name of a prospective member, proposed by an active member of the club

or submitted independently through our website, shall be submitted to the board through the secretary, utilizing the “New Member Application” form as approved by the board. A transferring or former member of another club may be proposed to active membership by the former club. The board shall ensure that the proposed member meets all the classification and membership requirements of the constitutional documents of the club.

The secretary shall vet all proposed members. (See Article 7 Section 4, eClub Constitution) Section 2 — After due consideration of the proposal the board shall approve or disapprove the proposal within 15 days of its submission, and shall notify the proposer, through the

club secretary, of its decision.
Section 3 — If the decision of the board is favorable, the prospective member shall meet in

person or virtually with members of the orientation and education subcommittee to be informed of the purposes of Rotary and the eClub, and of the privileges and responsibilities of membership. The prospective member shall be requested to authorize his or her name and proposed classification to be published to the club if not already authorized on the member application.

Section 4 — If no written objection to the proposal, stating reasons, is received by the board from any active member of the club within seven days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership. If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.

Section 5 — Following the election, the president shall arrange for the induction of the new member; the club secretary shall issue a membership card and shall report the new member to the district and RI; the Rotary information committee shall provide appropriate literature for presentation at the induction and assign a member to assist in the assimilation of the new member.

Article 12 Resolutions

The club shall consider no resolution or motion to commit this club on any matter until the board has considered it. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.

Article 13 Order of Business

The format of the electronic meeting shall be as determined by the board.

Article 14 Amendments

These bylaws may be amended by an affirmative vote of two-thirds of all members. Any proposed amendment(s) shall transmitted electronically to each member at least ten days before such vote is to be tabulated. Each club member shall provide an electronic notice of receipt for all ballots sent out either by returning the completed ballot or a notification of intention to not vote. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of RI.

Revised May 1, 2014

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