Constitution, ByLaws & Standing Orders

Constitution, ByLaws & Standing Orders

Bylaws of the Rotary Club of BRADFORD

Article 1 Definitions

1.1 Council or Board: The club’s board of directors (NB the Rotary Club of Bradford uses the term “Club Council” to mean “board of directors” and so the terms are interchangeable in this document)

1.2 Council Member / Director: A member of the club’s council / board of directors

1.3 Member: A member of the club, other than an honorary member

1.4 Quorum: The minimum number of participants who must be present when a vote is taken: one-third of the club’s members for club decisions and a majority of the council members for club council decisions

1.5 RI: Rotary International

1.6 Year: The 12-month period that begins on 1 July

Article 2 Council / Board

2.1 The governing body of this club is its Club Council, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, and treasurer and not less than three nor more than six ordinary members.

Article 3 Elections and Terms of Office

3.1 Seven days before elections, members nominate candidates for president, vice president, secretary, and treasurer at the Club Special General meeting and council members and chairmen of Committees at the Annual general meeting.

3.2 The candidate who receives a majority of the votes for each office is declared elected to that office.

3.3 If any officer or council member vacates his or her position, the remaining members of the council will appoint a replacement.

3.4 If any officer-elect or council member-elect vacates a position, the remaining members of the council-elect will appoint a replacement.

3.5 The terms of office for each role are: one year, commencing 1 July.

3.6 Ordinary Members of the Council. Not less than three nor more than six.

3.6.1 The election of the ordinary members of the council shall be by ballot of the members entitled to vote and voting at the annual general meeting of the club.

3.6.2 The nominations shall be delivered to the secretary in writing at least seven days before the date of the annual general meeting. The prior consent of any nominee shall be obtained.

3.6.3 Eligibility

3.6.3.1 No member shall be eligible to serve as an ordinary member of the council for more than three consecutive years.

3.6.3.2 Any member nominated to be an officer and not elected shall be eligible for election as one of the ordinary members of the council.

3.6.3.3 A past president shall not be eligible to serve as an ordinary member of the council in the year following the year of service as Immediate Past President unless elected as an Officer.

3.6.3.4 Any vacancy shall be filled by the council. The member so appointed shall be entitled to complete only the unexpired term arising from the vacancy. This shall not count as service on the council for the purpose of eligibility.

3.6.4 One-third of the total members of the Council shall constitute a quorum except for the election of a new member or where the Club is considering termination of Membership under Article 15 of the Constitution, when the quorum shall be two-thirds of the total membership of the Council.

3.6.5 Decisions of the council are by majority vote of the Officers together with the elected members of Council. In the event of votes being equal, the chairman shall have a second or casting vote.

Article 4 - Duties of the Officers

4.1 The president presides at club and board meetings and perform such other duties as ordinarily pertain to the office. In the absence of the president and president-elect the members present shall elect a chairman.

4.2 The immediate past president serves as a director on the club board.

4.3 The president-elect prepares for his or her year in office and serves as a director. The president- elect shall preside at meetings of the club and the council in the absence of the president and perform such other duties as may be prescribed by the council. A club assembly is held prior to the Rotary year to which it relates and it shall be the duty of the president-elect to conduct the business of the assembly.

4.4 A director or council member attends club and board / council meetings.

4.5 The secretary keeps membership and attendance records. The secretary shall:-

4.5.1 Ensure that all decisions of Club Council are compatible with Club Constitution and Bylaws

4.5.2 Ensure that the Club Standing Orders are observed.

4.6 The treasurer oversees all funds and provides an annual accounting of them. The treasurer shall work to the requirements of Article 9 of the Club Bylaws and any relevant Club Standing Orders.

4.7 The sergeant-at-arms maintains order in club meetings.

Article 5 - Meetings

5.1 A Special General Meeting of this club is held no later than 31 December to elect the officers and Council members who will serve for the next Rotary year.

5.2 This club meets as follows: Every Friday 1230 for 1240. Reasonable notice of any change or cancellation of the regular meeting will be given to all club members.

5.3 Council meetings are held each month unless otherwise determined by Club Council. Special meetings of the council are called with reasonable notice (of not less than 24 hours) by the

president or upon the request of two directors.

5.4 The Council may, with reasonable notice, substitute for a weekly meeting a social or project event provided that such substitutions shall not exceed three in any Rotary year.

5.5 In addition to the reasons for cancellation of a meeting outlined in the Constitution, Article 8 Section 1, this Club may also decide to cancel meetings in the event of the Secretary, in consultation with one other Board member, determining that the prevailing weather conditions may result in unnecessary risks to members travelling to or from a meeting.

Article 6 – Dues

6.1 Annual club dues are notified to Members at least 28 days prior to 30th June each year. They are paid as follows: in full by or before 21 July each year. Annual club dues include RI per capita dues, a subscription to The Rotarian or a Rotary regional magazine, district per capita dues, club fees, and any other Rotary or district per capita assessment.

6.2 The entrance fee shall be such sum as the members at the annual general meeting shall determine. No entrance fee shall be payable by:

6.2.1 an active member who previously held membership (other than honorary membership) in the club.

6.2.2 an active member who ceased to be a member of another Rotary club within the preceding two years.

6.3.3 a Rotaractor elected into membership of the club within two years of ceasing to be a member of Rotaract.

Article 7 Method of Voting

7.1 The business of this club is conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot. The board may also provide a ballot for a vote on some resolutions.

7.2 At all meetings, in the event of votes being equal, the chairman shall have a second or casting vote.

7.3 One third of the members of the club constitute a quorum at any club meeting.

7.4 Before proceeding to a ballot the chairman shall appoint scrutineers from members who have not been nominated for election at the meeting.

Article 8 Committees

8.1 Club committees coordinate their efforts to achieve the club’s annual and long-term goals. Each club should have the committees listed in article 13, section 7, of the Standard Rotary Club Constitution.

8.2 The president and club secretary are ex officio members of all committees and, as such, have all the privileges of membership.

8.3 Each committee’s chair is responsible for the regular meetings and activities of the committee, supervises and coordinates its work, and reports to the board on all committee activities.

Article 9 Finances

9.1 Before each fiscal year starts, the board prepares an annual budget of estimated income and expenditures.

9.2 The treasurer deposits club funds in a financial institution or institutions designated by the board, divided into two accounts: one for club operations and one for service projects.

9.3 Bills are paid by the treasurer or another authorized officer and approved by two other officers or council members.

9.4 The club’s annual accounts shall be examined by a person who holds or has held a UK accounting qualification or by two other persons appointed at the preceding annual general meeting. 9.5 Club members will receive an annual financial statement of the club. 9.6 The fiscal year is from 1 July to 30 June.

Article 10 Method of Electing Members

10.1 A member proposes a candidate for membership to the board, or another club proposes one of its transferring or former members.

10.2 The board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.

10.3 If the board approves the candidate’s membership, the prospective member is invited to join the club.

10.4 Where an objection is raised by any member or members against the proposed member it shall be the duty of the President and Secretary to ascertain from those objecting the basis of that objection and then to make such enquiries as may seem appropriate, to ascertain the validity or otherwise of the objection. Their findings should then be reported to Club Council to inform their decision.

Article 11 Amendments

These bylaws and or the Club Standing Orders may be amended at any regular club meeting. Changing the club bylaws requires sending written notice to each member 10 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.

Article 12 Club Standing Orders

Club Standing Orders amplify the requirements of these Bylaws and apply as though they were part thereof.

Article 13 Other Categories of Membership

13.1 Honorary Membership

13.1.1 Any person having the qualifications specified in Article 7, Section 6 of the Standard Club Constitution may be proposed for honorary membership by the council provided such proposal is supported by not less than two-thirds of the members of the council. The name of the proposed honorary member shall then be submitted to the next annual general meeting or to a special meeting convened for the purpose of considering that proposal. Only members of the club shall be permitted to be present at such a meeting. If the proposal receives the support of not less than two-thirds of those present and entitled to vote then the person so proposed shall be declared to be elected immediately upon acceptance as hereinafter provided.

13.1.2 The secretary shall in writing, invite the person so elected to accept honorary membership and at the same time explain the conditions of honorary membership. This communication to the person elected shall be the first intimation of the possibility of honorary membership. If the offer of honorary membership is accepted the president shall make appropriate arrangements for introducing the honorary member at a regular meeting of the club.

13.1.3 Honorary Members have no attendance requirements and if attending their presence does not form part of the Attendance calculations of the Club.

13.2 Associate Membership

13.2.1 The Club Council may accept any suitable person as Associate Member for a period of up to 12 months. The proposed Associate Member must be acceptable to a majority of the voting members of Club Council. The purpose is to give an Associate Member chance to become more involved with the work of the Club via attendance at meetings or participation in Club activities or projects with a view to confirming their interest in full membership.

13.2.2 No subscription would be required from the Associate Member but they would be required to pay for all meals and other Club charges for specified events.

13.2.3 No attendance requirements would be imposed and the attendance of an Associate Member will not be recorded in the Club attendance records. However in order for the Associate Member to make meaningful use of the period they should be encouraged to take part in a range of Club activities as frequently as they are able.

13.2.4 An Associate member will have no voting rights in the Club, neither will they be eligible to serve as an officer of the Club or Chair of any Committee, nor may they represent the Club.

13.2.5 At any time in the period the Associate Member may apply for full membership which should be considered in the normal way, and upon this being agreed by a majority of the voting members of Club Council then their Associate Membership will terminate thereupon.

13.2.6 At any time in the period the Associate Member may terminate their membership by informing the Club Secretary in writing.

13.2.7 At any time in the period the Associate Member may have their Associate Membership terminated by the Club Council acting as though they were bound by Article 12, Section 5 of the Club Constitution.

13.3 Corporate Membership

13.3.1 Any organisation or company in the catchment area of the Rotary Club of Bradford may be considered for Corporate Membership. Such membership will entitle the company or organisation to nominate up to 4 of their members to be members of the Rotary Club of Bradford. Applications may be considered by the Club Council. In accepting a company or organisation for Corporate Membership Council must satisfy itself that each individual nominated Corporate Member is a suitable person to be part of Rotary in the same way as it would do if inducting a new individual member.

13.3.2 A Corporate Member will be registered as a full Rotarian and therefore the company or organisation will pay full Club subscriptions for each Member. There will be no Joining Fee.

13.3.3 Corporate Members will have full membership rights as individuals including attending club meetings, serving on projects, voting on club matters, and serving as club officers and on club committees and any other rights enjoyed by an individual member.

13.3.4 Corporate Members may at any time ask to be re-designated as full Individual members. Club Council can ratify any such application by simple majority of its voting members. The re- designated member will then be subject to the attendance requirements of other individual members and they will no longer constitute a part of the company or organisation whom they previously represented. Such re-designated members will be responsible for their own individual Club subscriptions

13.3.5 Companies and organisations with Corporate Members should ensure that their organisation keeps updated with the work of the Club via attendance or other Club Event or in some other way, ideally on at least a monthly basis.

13.3.6 Individual Corporate Members will not have an individual Attendance Requirement. However the attendance of Corporate Members, including make-up attendances, will be recorded in so far as it contributes to a record of the attendance of all the Corporate Members of that company or organisation.

13.3.7 At any time in the period a Corporate Member may terminate their membership by informing the Club Secretary in writing.

13.3.8 A company or organisation may terminate the Corporate Membership as a whole or of an individual nominee of the company or organisation by informing the Club Secretary in writing. The notification that a company or organisation is terminating their overall Corporate Membership will result in the termination of membership of each individual nominee. Such actions will not debar individuals who have been Corporate Members from applying for individual membership.

13.3.9 At any time a Corporate Member may have their Membership terminated by the Club Council acting as though they were bound by Article 15 of the Club Constitution.

13.3.10 Club Council will consider the overall attendance by companies or organisations with Corporate Members on an annual basis. Where a company or organisation’s Corporate Members have failed to attend at least 10% of Club meetings (including make-up attendances and any other demonstrated form of keeping updated with the work of the Club to which the company or organisation might wish to refer), Council will review the value of the membership

13.3.11 Corporate Members will be excluded from the general Attendance figures for the Club.

13.4 Family Membership

13.4.1 Any life partner or blood relative of a Rotarian member of the Rotary Club of Bradford may be proposed as a Family member.

13.4.2 Subject only to the normal admission procedures they may be elected to membership of the club.

13.4.3 Once elected a Family Member will become a member in their own right subject to all the requirements, rights and responsibilities of an individual member, save only in respect of the requirements on Classification.

13.4.4 A Family Member may opt to have a Classification in their own right or, if they prefer, to adopt the Classification of their family member. To this end the rules on duplication of Classifications are hereby set aside in relation to Family Members appointed under this Bylaw.

ByLaws of the Rotary Club of Bradford/Geoff/rotary


STANDING ORDERS OF THE ROTARY CLUB OF BRADFORD

Standing Order 1 Duties of Officers

1.1 President – As stated in Club Bylaws, Article 4.1

1.2 President-elect - As stated in Club Bylaws, Article 4.3.

1.3 Vice-President - As stated in Club Bylaws, Article 4.4. .

1.4 Secretary – Shall in addition to those duties mentioned in Club Bylaws, Article 4.6:-

1.4.1 Keep the records of membership of the club and attendance at meetings.

1.4.2 Issue all notices of meetings of the club and council.

1.4.3 Be responsible for the proper recording and preserving of the minutes of meetings of the club and council.

1.4.4 Communicate with the General Secretary of the Association as required.

1.4.5 Make all other reports, proposals and nominations from the club, as required, to the General Secretary of the Association.

1.4.6 Upon retirement from office hand over to a successor, or to the president, all information, files and any other club property held.

1.4.7 Perform such other duties as usually pertain to the office of club secretary.

1.5 Treasurer - Shall in addition to those duties mentioned in Club Bylaws, Article 4.7:-

1.5.1 Have custody of all club funds and account for those funds to the annual general meeting of the club and at any other time upon demand by the council.

1.5.2 Prepare on behalf of the council a budget for the ensuing Rotary year for presentation at the annual general meeting of the club. Such budget when approved shall stand as the limit of expenditure for the respective purposes for the year unless otherwise approved by the council.

1.5.3 Ensure that all monies collected on behalf of the club are deposited promptly to the credit of such banking accounts specified by the council.

1.5.4 Keep records of all financial transactions of the club.

1.5.5 Arrange insurance cover to protect club property and activities as required by the council.

1.5.6 Present the examined accounts for the previous Rotary year to a special general meeting of the club to be held before 1st January.

1.5.7 Upon retirement from office hand over to a successor, or to the president, all funds, books of accounts and any other club property held.

1.4.8 Perform all duties as usually pertain to the office of club treasurer.

Standing Order 2 Finance

2.1 Subscriptions & Dues

2.1.1 The annual subscription shall include such sums as may be due to Rotary International, the Association, and the Rotary district in which the club is situated and shall be determined by the members at the annual general meeting. It shall be payable either yearly in advance on 1st July or semi-annually on 1st July and 1st January at the option of the club.

2.1.2 A payment of such annual subscription shall be made out of the club’s funds to the General Secretary of the Association by equal half-yearly payments in advance within forty days after the 1st July and 1st January in each year on the basis of the number of members in the club on those dates. With each half-yearly payment, the club shall also pay a pro- rated subscription in arrears for any member admitted to membership since the date on which the previous half-yearly payment fell due.

2.1.3 Any member joining the club between 1st October and 31st December in any Rotary year shall pay three-quarters of the annual subscription; any member joining between 1st January and 31st March shall pay one-half and any member joining between 1st April and 30th June shall pay one-quarter in addition to the entrance fee.

2.2 Annual Accounts

2.2.1 The club’s annual accounts shall be examined by a person who holds or has held a UK accounting qualification or by two other persons appointed at the preceding annual general meeting.

2.2.2 A copy of the examined annual accounts shall be given to each member at least seven days before the special general meeting convened for the purpose of the approval and acceptance thereof.

2.2.3 The club president is responsible for ensuring that the club’s accounts and trust accounts have been properly prepared and examined.

Standing Order 3 Club Committees

3.1 Subject to the approval of the club, the council shall decide such committees as may be considered necessary and, in consultation with the president-elect, appoint the members thereof. The president and secretary shall be ex-officio members of every committee.

3.2 Each committee shall transact business as may be prescribed or referred to it by the council. Except where authority is given by the council, a committee shall not take final action until a report has been made to the council and approved.

3.3 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, president-elect and immediate past president shall work together to ensure continuity of leadership and succession planning. The committee chairman shall be responsible for regular meetings and activities of the committee, and shall report to the club council on all committee activities.

3.4 The duties of all committees shall be established and reviewed by the president for the Rotary 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 club council in advance of the commencement of the Rotary year.

Standing Order 4 Club Meetings

4.1 Annual General Meeting

The annual general meeting of the club, of which at least seven days written notice shall have been given to all (other than Honorary) members, shall be held where possible between 1st April and 31st May inclusive, but in any event prior to the district training assembly, for the purposes of:

4.1.1 Receiving an annual report for the current year from the President  on behalf of the Council of the Club.

4.1.2 Receiving the treasurer’s report and proposed budget and determining the entrance fee for the ensuing Rotary year.

4.1.3 Electing any honorary members

4.1.4 Electing the ordinary members of the council.

4.1.5 Confirming the appointment of, or selecting, the Chairmen of committees.

4.1.6 Appointing a person or persons to examine the club’s annual accounts.

4.1.7 Electing one representative (and substitute) of the club on the district council, and one additional representative (and substitute) for every 25 or major fraction thereof of its active members. Should any of the elected representatives be unable to attend a meeting of the district council, the president may appoint further substitute representatives, whose names shall be communicated to the secretary of the district council in writing before the commencement of that meeting.

4.2 Special General Meeting

Special general meetings of the club, of which at least fourteen days written notice shall have been given, shall be held in each year before the following dates:

4.2.1 At such time between 1st July and 15th November as shall satisfy the annually notified requirements of the district council for the purpose of nominating elected members of the district council for the ensuing year and proposing for submission to the district council for selection as district governor a Rotarian from the district. Select candidates for the offices of President and Honorary Treasurer of the Association for nomination at the Annual Conference of the Association.

4.2.2 1st January for the purposes of:

4.2.2.1 Receiving and approving the examined annual accounts for the year ended 30th June. Confirmation of the signing by the President of the Annual Accounts confirmation form for the relevant year

4.2.2.2 Electing by ballot of the members the president for the next year but one (The Rotarian elected will following this meeting become “President- nominee” and take the title of “President-elect” on 1st July in the year prior to taking office as president)

4.2.2.3 Electing the vice-presidents, secretary and treasurer for the next Rotary year.

4.2.2.4 Electing one voting delegate (and substitute) to vote at the ensuing Annual Conference of the Association, and one additional delegate (and substitute) for every 25 or major fraction thereof of its active members.

4.3 Extraordinary General Meeting

An extraordinary general meeting may be convened by the council, and shall be convened at any time by the secretary on written request signed by at least 10% of the membership of the club, with a minimum of five members. At least three days written notice of such meeting shall be given to all members of the club.

4.4 Club Assembly

Club assembly is the annual meeting of the Rotary club at which the members discuss the programmes and activities of the club, of Rotary international, of the Association and of the district for the ensuing year and determine in broad terms the objectives for that year. This shall be held after the district training assembly and before the 1st July.

Standing Order 5 The Election of Members

5.1 Any form of Membership other than Honorary

5.1.1 Membership of the club is by invitation only, at the discretion of the members. The administration of this process shall be the responsibility of the secretary on behalf of the council.

5.1.2 The club may not by provisions in its constitution or otherwise, limit membership in the club on the basis of gender, race, colour, creed, national origin or sexual orientation or impose any condition of membership not specifically prescribed by the RI Constitution or By-laws. Any provision in any club constitution or any condition otherwise imposed in conflict with this section of the bylaws is null, void and without effect.

5.1.3 The procedure for election to active membership shall be in the following sequence:

5.1.3.1 An application for membership should be preceded by the potential member attending more than two Rotary meetings and/or social events. Thereafter a written proposal for membership shall be made, which after being completed and signed by the proposer and candidate shall be delivered by the proposer to the secretary.

5.1.3.2 The information sub-committee and the proposer (or representative) shall meet the candidate. After the meeting a report shall be submitted to the membership sub- committee which shall enquire into all aspects of the suitability and eligibility of the candidate.

5.1.3.3 If the result of the investigation is unfavorable this shall be reported to the council and, if the council accept, the secretary shall so advise the proposer and candidate.

5.1.3.4 If the result of the enquiry is favorable the chairman of the membership sub- committee shall, after consultation with the classifications sub-committee, assign a proposed classification following which the secretary will issue a written notice of the membership proposal to each member of the club except honorary members. Any member objecting to the election of the candidate shall deliver such objection stating reasons in writing signed by the member to the secretary within seven days from the issue of such written notice.

5.1.3.5 Following the expiration of seven days from the issue of the notice referred to in the preceding sub-paragraph the council shall at its next meeting consider the proposal and report of the membership sub-committee and in the absence of any objections complying with sub-paragraph (iv) hereof the candidate shall be invited into membership.

5.1.3.6 If any objection complying with sub-paragraph 5.1.3.4 hereof shall be made The President and Secretary will make such enquiries as they deem appropriate and inform council of their findings. Thereafter a vote of the council shall be held requiring an affirmative vote of a majority of members of the council present and voting. The decision of the council on whether or not to invite a candidate into membership is final and shall not be subject to appeal.

5.1.3.7 The secretary shall inform the proposer and candidate of the result. If the proposal has been approved and the candidate satisfies all financial commitments to the club the proposer shall introduce the candidate to the club at the first convenient meeting when the candidate shall be inducted into membership of the club.

Standing Order 6 Resolutions

No resolution or motion to commit the club on any matter of public policy or any appeal to the club for charitable or other subscriptions shall be discussed by the club until it has been considered by the council. If offered at a club meeting, such items shall be referred to the council without discussion before a decision is reached by the club with whom the ultimate decision shall rest, provided always that such policy is not contrary to the general policy of the Association.

Standing Order 7 Dissolution of the Club

7.1 In order to dissolve the club, a resolution shall be passed at any annual general, special general or extraordinary general meeting by a majority of the members present and entitled to vote.

7.2 The resolution referred to above shall be confirmed by a resolution passed by a majority of two-thirds of the members present and entitled to vote at an extraordinary general meeting (held not less than twenty-eight days after the meeting at which the first resolution was passed) at which not less than one-half of the members entitled to vote shall be present.

7.3 Immediately following the extraordinary general meeting referred to above or at such future date as shall be specified in any resolution passed at such meeting the officers of the club (in consultation with the district governor of the district in which the club is situated) shall proceed to realise the assets of the club in accordance with Clause 8.4 et sec hereof.

7.4 The assets of the club shall be realised and disposed of as follows:-

7.4.1 Club Funds - Unless otherwise resolved by the members at one of the meetings referred to in clauses 1 (a) and (b) above, any club assets shall be sold and the proceeds of sale together with the balance standing to the credit of the club funds shall be held to pay outstanding debts.

7.4.2 All outstanding debts shall then be settled including:- the payment of dues to Rotary International, the Association any mandatory district levies and the administrative expenses of the club’s officers in effecting the winding up procedure.

7.4.3 Subsequently the treasurer shall prepare a final statement of account and subject to any resolution by the members at one of the meetings referred to above otherwise directing, the net balance shall be divided evenly amongst those members of the club, except honorary members, remaining at the date of dissolution of the club.

7.4.4 The club’s regalia, other than the charter, shall be disposed of at the discretion of the officers of the club.

7.4.5 Unless other charitable disposition is resolved by the club members at one of the meetings referred to in above the disposal of charitable funds after settling any outstanding debts or previous financial commitments shall be at the discretion of the officers of the club, who shall donate the remaining net balance to The Rotary Foundation or to a charity or charities previously supported by the club. 7.4.6 After discharge of all liabilities and distribution of the assets in accordance with the above procedure the club shall surrender its charter formally through the governor of the district to the General Secretary of the Association whereupon the club shall be dissolved.

Standing Order 8 Merger of Clubs

8.1 Two or more clubs within the same district seeking to merge shall apply to the General Council of the Association (acting under its delegated powers) provided that each of the clubs has fulfilled its financial and other obligations to RIBI. A merged club may be organised in the same locality as one or more existing clubs. The application shall be accompanied by a certificate indicating that each club has agreed to the merger. The General Council may allow the merged clubs to retain the name, charter date, emblem and other insignia of RI and RIBI of one or all of the former clubs as part of the historical records and for historical purpose.

Club Standing Orders /geoff/rotary

Constitution of the Rotary Club of Bradford

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.

* The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt this prescribed standard club constitution.

Article 2 - Name

The name of this organization shall be Rotary Club of BRADFORD (Member of Rotary International)

(a) The name of a satellite of this club (if and when applicable) shall be Rotary Satellite Club of Bradford (A satellite of the Rotary Club of Bradford)

Article 3 - Purposes

The purposes of this club are to pursue the Object of Rotary, carry out successful service projects based on the Five Avenues of Service, contribute to the advancement of Rotary by strengthening membership, support The Rotary Foundation, and develop leaders beyond the club level.

Article 4 - Locality of the Club

The locality of this club is as follows: The old City boundary of the City of Bradford, Yorkshire, England. (namely; the City Boundary as existed before the Local Government re-organisation of 1974 not the Metropolitan District of Bradford)

Article 5 - 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

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 6 - Five Avenues of Service

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

1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.

2. 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 and lending their vocational skills to club-developed projects in order to address the issues and needs of society.

3. 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.

4. 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.

5. 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 7 - Exceptions to Provisions on Meetings and Attendance

The bylaws may include rules or requirements not in accordance with article 8, section 1; article 12; and article 15, section 4, of this constitution. Such rules or requirements shall supersede the rules or requirements of these sections of this constitution; a club, however, must meet at least twice per month.

Article 8 - Meetings

Section 1 — Regular Meetings. [See article 7 for exceptions to the provisions of this section.] (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. Attendance may be in person, through an online meeting, or using an online connection for members whose attendance otherwise would be precluded. Alternatively, a club shall hold a meeting once each week or during the week(s) chosen in advance by posting an interactive activity on the club’s website. The latter type of meeting shall be considered as held on the day that the interactive activity is to be posted on the website. (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 during the week which includes 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. Section 3 — Board Meetings. Written minutes should be provided for all board meetings. Such minutes should be available to all members within 60 days of said meeting.

Article 9 - Exceptions to Provisions on Membership

The bylaws may include rules or requirements not in accordance with Article 10, sections 2 and 4 - 8 of this constitution. Such rules or requirements shall supersede the rules or requirements of these sections of this constitution.

Article 10 - Membership [See article 9 for exceptions to sections 2 and 4 - 8 of this article.]

Section 1 — General Qualifications. This club shall be composed of adult persons who demonstrate good character, integrity, and leadership; possess good reputation within their business, profession, and/or community; and are willing to serve in their community and/or around the world.

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 — 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 5 — 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.

Section 6 — 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 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 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 7 — 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 8 — Rotary International Employment. This club may retain in its membership any member employed by RI.

Article 11 - 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 Rotaractor or Rotary 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 12 - Attendance [See article 7 for exceptions to the provisions of this article.]

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 in person or using an online connection 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 participates in the regular meeting posted on the club’s

website within one week following its posting, 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 or after the birth, the adoption, or foster care of a child 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, the member has been a member of one or more clubs for at least 20 years, 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 13 - Directors and Officers and Committees

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 15, 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, a secretary, and a treasurer, and may include one or more vice-presidents, all of whom shall be members of the board. The club officers shall also include a sergeant-at-arms, who may be a member 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 chair and other officers shall be the immediate past chair, the chair-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.

Section 7 — Committees. This club should have the following committees: • Club Administration • Membership • Public Image • Rotary Foundation • Service Projects Additional committees may be appointed as needed.

Article 14 - Dues

Every member shall pay annual dues as prescribed in the bylaws.

Article 15 - 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 (a) 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. (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 11, section 2.

Section 4 — Termination Non-attendance. [See article 7 for exceptions to the provisions of this section.] (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 12, 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 10, 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 or suspend 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 19. (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 19. (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; the board may, by a vote of not less than two-thirds of the board, temporarily suspend the member as aforesaid for a reasonable period of time not to exceed 90 days and on such further conditions as the board determines. A suspended member may appeal or refer to mediation or arbitration the suspension as provided in article 15, section 6. During the suspension, the member shall be excused from fulfilling attendance responsibilities. Prior to the expiration of the suspension period, the board must either proceed to terminate the membership of the suspended Rotarian or reinstate the suspended Rotarian to full regular status.

Article 16 - 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 17 - 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 or the Rotary magazine approved and prescribed by the board for their club or clubs. The subscription shall be paid on such dates as established by the board for the payment of per capita dues for the duration of membership in this club.

Section 2 — Subscription Collection. The subscription shall be collected by this club from each member 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 18 - Acceptance of Object and Compliance with Constitution and Bylaws

By payment of 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 19 - 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 20 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 21 - 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 22 - 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 4. Article 2 (Name) and Article 4 (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 amendment.

Constitution of the Rotary Club of Bradford/Geoff/rotary