Club By-Laws

The Bylaws of the Rotary Club of South Queensferry

By-law 1: Definitions

Throughout these By-laws unless the subject or context otherwise requires:

The Association means 'Rotary International in Great Britain and Ireland' which is the administrative territorial unit of Rotary International as further defined in Article 2 of the Constitution of Rotary GB&I

Club means The Rotary Club of South Queensferry

Council means the council of The Rotary Club Of South Queensferry

By-law 2: The council

Clause 1 - Composition

The governing body of the club shall be the council, consisting of the officers of the club (see By-law 3 Clause 1) and not less than three or more than six ordinary members.

Clause 2 - Election of ordinary members of the council

(a) 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 (see By-law 7 Clause 6).

(b) 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.

(c) Eligibility

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

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

(iii) The 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.

(d) Scrutineers - Before preceding to a ballot the chairman shall appoint Scrutineers from members who have not been nominated for election at the meeting.

(e) Vacancies - 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. 

Clause 3 - Meetings

Meetings of the council shall be held at least once a month at a time and place to be decided by the council. Special meetings of the council may be called by the president or upon request of two members of the council, with at least twenty-four hours' previous notice.

Clause 4 - Quorum

One-third of the total members of the council shall constitute a quorum (except for the election of a new member when the quorum shall be two thirds of the total membership of the council). 24

Clause 5 - Voting

All voting shall be by viva voce vote or by show of hands. At all meetings, in the event of votes being equal, the  chairman shall have a second or casting vote.

By-law 3: The club officers

Clause 1 - Composition

The club officers are as set out in Article 10 Section 4 of the Standard Club Constitution.

Clause 2 - Election

(a) The nominations of the officers of the club shall be delivered to the secretary  in writing at least seven days before the special general meeting to be held before 1st January. The prior consent of any nominee shall be obtained. No names other than those properly nominated under this clause shall be submitted to the relevant meeting for ballot.

(b) The secretary and treasurer shall be elected annually, but shall not serve more than five consecutive years. This period excludes any period served in filling a casual vacancy.

(c) Scrutineers - Scrutineers shall be appointed as prescribed in By-law 2 Clause 2(d).

Clause 3 - Vacancies

Any vacant office shall be filled by the council as prescribed in By-law 2 Clause 2(e).

Clause 4 - Duties

(a) President - Except as provided in below and By-law 7 Clause 7, the president shall preside at all meetings of the club and the council, 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.

(b) President-elect - 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.

(c) Vice-president - A vice-president shall perform such duties as may be prescribed by the council.

(d) Secretary - The secretary shall:

(i)   Keep the records of membership of the club and attendance at meetings;

(ii)  Issue all notices of meetings of the club and council;

(iii) Be responsible for the proper recording and preserving of the minutes of meetings of the club and council;

(iv) Within fourteen days of the first days of January and July report the membership of the club, together with changes to the Secretary of the Association;

(v)  Within fourteen days of the first days of January and July deliver to each member a written record of the possible and actual attendance of the members at the regular meetings of the club for the previous six months;

(vi) Make all other reports, proposals and nominations from the club, as required, to the Secretary of the Association;

(vii) Upon retirement from office hand over to a successor, or to the president, all information, files and any other club property held;

(viii) Perform such other duties as usually pertain to the office of club secretary.

(e) Treasurer - The treasurer shall

(i)  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;

(ii)  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;

(iii) Ensure that all monies collected on behalf of the club are deposited promptly to the credit of such banking accounts specified by the council;

(iv) Keep records of all financial transactions of the club;

(v)  Arrange insurance cover to protect club property and activities as required by the council;

(vi) Present the examined accounts for the previous Rotary year to a special general meeting of the club to be held before 1st January;

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

(viii) Perform all duties as usually pertain to the office of club treasurer.

By-law 4: Finance

Clause 1 - Entrance Fees

(a) The entrance fee shall be such sum as the members at the annual general meeting shall determine.

(b) No entrance fee shall be payable by

(i)  An active member who previously held membership (other than honorary membership) in the club;

(ii) An active member who ceased to be a member of another Rotary club within the preceding two years.

(iii) A Rotaractor elected into membership of the club within two years of ceasing to be a member of Rotaract. Clause 2 - Subscriptions and Dues

(c) 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.

(d) A payment of such annual subscription as shall have been fixed at the preceding annual conference of the Association shall be made out of the club's funds to the Secretary of the Association by equal half yearly payments in advance within forty (40) 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 as prescribed in sub-Clause (d) hereof.

(e) The club shall pay a per capita levy to the Rotary district in which it is situated in accordance with By-law 11 Clause 12(c) of the By-laws of the Association.

(f) 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 mentioned in Clause 1(a) above.

(g) Any transferring member shall not be required to pay any second admission fee and annual subscription. The former and new clubs shall be responsible for agreeing appropriate accounting for any payments due and received.

Clause 3 - Annual Accounts

(a) The club's annual accounts shall be examined by a professional accountant or by two other persons appointed at the preceding annual general meeting

(b) A copy of the examined annual accounts shall be given to each member at least ten days before the special general meeting convened for the purpose of the approval and acceptance thereof (vide By-law 7 Clause 2 (b)(i)).

By-law 5: Four Avenues of Service The four Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service and International Service. This club will be active in each of the four Avenues of Service.

By-law 6: Club Committees

Clause 1 - Appointment

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.

Clause 2 - Business

Each committee shall transact business as may be prescribed by these By-laws 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.

Clause 3 - Committees

Club committees are charged with carrying out the annual and long-range goals of the club based on the four Avenues of Service. The president, president-elect and immediate past president shall work together to ensure continuity of leadership and succession planning. When feasible, committee members shall be appointed annually to the same committee for three years to ensure consistency.

The Committee chairman shall be responsible for regular meetings and activities of the Committee, shall supervise and co-ordinate the work of the committee and shall report to the club council on all committee activities. Membership committee - This committee shall develop and implement a comprehensive plan for the recruitment and retention of members and the furtherance of Rotaract.

Club Public Relations Committee - This committee shall develop and implement plans to provide the public with information about Rotary and to promote the club's service projects and activities.

Club Administration Committee This committee shall conduct activities associated with the effective operation of the club.

Service Projects Committee - This committee shall develop and implement educational, humanitarian, vocational and youth projects that address the needs of its community and communities in other countries.

Rotary Foundation Committee - This committee shall develop and implement plans to support The Rotary Foundation through both financial contributions and programme participation.

Clause 4 - Duties of committees The duties of all committees shall be established and reviewed by the president for the Rotary year. In declaring the duties of each, the president shall reference appropriate Rotary GB&I and RI materials. The Service Projects committee will consider the Avenues of Vocational Service, Community Service and International Service when developing plans for the year.

Each committee shall have a specific mandate, clearly defined goals and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary esponsibility 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.

By-law 7: Club meetings

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

(a) Receiving annual reports from the council and committees of the club for the current Rotary year;

(b) Receiving the treasurer's report and proposed budget and determining the entrance fee for the ensuing Rotary year;

(c) Electing any honorary members;

(d) Electing the ordinary members of the council;

(e) Confirming the appointment of, or selecting, the chairmen of committees;

(f) Appointing a person or persons to examine the club's annual accounts;

(g) 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.

Clause 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:

(a) 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.

(b) 1st January for the purposes of:

(i)   receiving and approving the examined annual accounts for the year ended 30th June;

(ii)  electing by ballot of the members the president for the next year but one;

(iii)  electing the vice-presidents, secretary and treasurer for the next Rotary year;

(iv) electing one voting delegate (and substitute) to attend the ensuing annual conference of the Association, and one additional delegate (and substitute) for every 25 or major fraction thereof of its active members;

(v) selecting candidates for the offices of President and Hon. Treasurer of the Association for nomination at the annual conference of the Association. July 2007 Edition 38

Clause 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 per cent 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.

Clause 4 - Weekly Meetings

The regular weekly meetings of the club shall be held as follows:

Thursday at 7pm at the Hawes Inn, South Queensferry provided that the council may, for any special occasion, change the day and hour of the meeting. Clause 5 - Quorum

Except as provided in By-law 12 Clause 1(b), one-third of the membership entitled to vote shall constitute a quorum at all meetings of the club.

Clause 6 - Voting

(a) Voting at all meetings shall be by viva voce vote or by show of hands or by ballot at the discretion of the council, with the chairman having a second or casting vote in the event of votes being equal, except that voting shall be by ballot in the following circumstances:

(i)   Election of the president for the next year but one, as in Clause 2(b)(ii) of this By-law ;

(ii)  Election of the council as in By-law 2;

(iii) Appeals against any decision of the council under Article 10 Section 3 of the Standard Club Constitution.

(b) Amendments under By-law 11 Cause 2(a) shall only be made by the votes of not less than two-thirds of members of the club present and entitled to vote and voting.

(c) Any member granted leave of absence as provided for in By-law 9  may vote by proxy only for the purpose of electing officers and ordinary members of the council at the annual general meeting of the club or at any special or extraordinary general meeting of the club called for that purpose.

Any proxy, to be valid, shall be in writing and

(i)   given to another member of the club, and

(ii)  recorded with the club secretary, in each case, not less than three days before the meeting at which it is to be used.

Clause 7 - Chairman

In the absence of both the president and the president-elect (vide By-law 3 Clauses 4(a) and (b)), the members present shall elect a chairman.

Clause 8 - Club Assembly

Club Assembly is the annual meeting of a 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 assembly and before the 1st July.

By-law 8: The Election of Members

Clause 1 - Active Membership

(a) Subject to the provisions of Article 8 section 2 of the Standard Club Constitution, any member of the club except an honorary member may propose for membership any person who has the qualifications as specified in the Constitution and By-laws of Rotary International.

(b) 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.

(c) The procedure for election to active membership shall be in the following sequence:

(i)   A proposal for membership shall be made on the Association's official form, which after being completed and signed by the proposer and candidate shall be delivered by the proposer to the secretary;

(ii)  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.

(iii) If the result of the investigation is unfavourable this shall be reported to the council and, if the council accept, the secretary shall so advise the proposer and candidate.

(iv)  If the result of the enquiry is favourable 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 ten days from the issue of such written notice.

(v)   Following the expiration of ten 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.

(vi)  If any objection complying with sub paragraph (iv) hereof shall be made 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.

(vii)  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.

Clause 2 - Honorary Membership

(a) 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.

(b) 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 as set forth in Article 7, Section 6 and Article 12, Section 2(c) of the Standard Club Constitution. 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.

By-law 9: Leave of Absence

Upon written application to the council, setting forth good and sufficient cause, including circumstances arising from bankruptcies or liquidations, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time. Such leave of absence shall operate to prevent forfeiture of membership.

By-law 10: 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.

By-law 11: Amendments

Clause 1 - Amendments to Club By-laws

(a) Except as provided in Clause 2 hereof, these By-laws may only be amended by resolution of the business meeting of the annual conference of the Association when carried by the votes of not less than thirds of those who, being entitled to do so, vote in person.

(b) No amendment to these By-laws shall be discussed or voted upon at the said business meeting unless a copy thereof shall have been submitted in writing to the Secretary of the Association at least sixteen weeks before the first day of the relevant conference.

(c) Written notice of all proposed amendments shall be dispatched to the secretaries of all clubs at least eight weeks before the first day of the relevant conference and also inserted in the next available issue of the official publication of the Association.

(d) No proposed amendment from a club shall be submitted unless it has been formally seconded in writing by another club.

Clause 2 - Amendments of an administrative nature

(a) The club shall have the power to make amendments to these By-laws to suit its internal administrative requirements provided that the proposed changes are consistent and in harmony with the Standard Club Constitution   and have been approved by the   General Council of the Association. Such amendments, made in accordance with By-law 7 Clause 6(b), shall not become effective until they have been submitted to and approved by the General Council of the Association. Notice of the terms of any proposed amendments shall be posted to all members at least seven days before the meeting.

(b) The club may establish standing orders for the regulation of its business. The provision of such standing orders shall at all times be in conformity with the spirit and provisions of the Standard Club Constitution and these By-laws. Any standing orders which are in contravention of any of the provisions of the Standard Club Constitution or these By-laws or the Articles or By-laws of Rotary International or of the Association or seek to impose additional restrictions or conditions shall be null and void and of no effect.

By-law 12: Dissolution of the club

Clause 1 - Procedure

(a) In order to dissolve the club, a resolution shall be passed at any annual general, special general or extraordinary general meeting (convened in accordance with Bylaw 7 hereof) by a majority of the members present and entitled to vote.

(b) The resolution referred to in Clause 1(a) 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.

(c) Immediately following the extraordinary general meeting referred to in Clause 1(b) 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 2 hereof. Clause 2 - Realisation and Distribution of Assets

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

(a) 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. All outstanding debts shall then be settled including

(i)   The payment of dues to Rotary International, the Association and any mandatory district levies;

(ii)  The administrative expenses of the club's officers in effecting the winding up procedure. 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 in Clauses 1(a) and (b)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.

(b) Club regalia and properties - The club's regalia, other than the charter, shall be disposed of at the discretion of the officers of the club.

(c) Charitable funds - Unless other charitable disposition is resolved by the club members at one of the meetings referred to in Clauses 1(a) and (b)  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.

Clause 3 - Surrender of Charter

After discharge of all liabilities and distribution of the assets in accordance with Clause 2 hereof, the club shall surrender its charter formally through the governor of the district to the Secretary of the Association whereupon the club shall be dissolved.

By-law 13: Merger of Clubs

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 Rotary GB&I. 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 Rotary GB&I of one or all  of the former clubs as part of the historical records and for historical purposes.