Bylaws of the Rotary Club of Bradford
Bylaws of the Rotary Club of Bradford
Bylaws of the Rotary Club of Bradford
To be read with the Rotary GB&I Standard Club Constitution extant at October 2019
Article 1 Definitions
1.1 Board / Council: The board of directors of this club which we traditionally refer to as Club Council, so these terms will be used interchangeably in this document.
1.2 Director/Member of Council: A director on this club’s board, elected Directors other than officers are members of Council, these terms will be used interchangeably in this document.
1.3 Member: A member, other than an honorary member, of this club.
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 directors for club board decisions.
Article 2 Board / Council
2.1 The governing body of this club is its Council, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, treasurer and not less than 3 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.
126.96.36.199 No member shall be eligible to serve as an ordinary member of the council for more than three consecutive years.
188.8.131.52 Any member nominated to be an officer and not elected shall be eligible for election as one of the ordinary members of the council.
184.108.40.206 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.
220.127.116.11 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 13 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 shall:-
4.5.1 Ensure that all decisions of Club Council are compatible with Club Constitution and Bylaws
4.5.2 Keep the records of membership of the club and attendance at meetings. It is noted that Article 10 of the Club Constitution refers to Attendance records but nowhere does the constitution specify the nature of these records so we determine that a simple note of attendance at meetings is sufficient.
4.5.3 Issue all notices of meetings of the club and council.
4.5.4 Be responsible for the recording and preserving of the minutes of meetings of the club and council.
4.5.5 Communicate with Officers of District, RBI and RI as required.
4.5.6 Upon retirement from office hand over to a successor, or to the president, all information, files and any other club property held.
4.5.7 Perform such other duties as usually pertain to the office of club secretary.
4.6 Treasurer – Shall, in addition to the requirements of Article 9 of these Bylaws:-
4.6.1 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.
4.6.2 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.
4.6.3 Ensure that all monies collected on behalf of the club are deposited promptly to the credit of such banking accounts specified by the council.
4.6.4 Keep records of all financial transactions of the club.
4.6.5 Arrange insurance cover to protect club property and activities as required by the council.
4.6.6 Present the examined accounts for the previous Rotary year to a special general meeting of the club to be held before 1st January.
4.6.7 Upon retirement from office hand over to a successor, or to the president, all funds, books of accounts and any other club property held.
4.6.8 Perform all duties as usually pertain to the office of club treasurer.
4.7 The sergeant-at-arms maintains order in club meetings.
Article 5 Meetings
5.1 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.
5.2 Council meetings are held monthly unless otherwise determined by Club Council. Special meetings of the council are called with reasonable notice (not less than 24 hours) by the president or upon the request of two directors.
5.3 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.
5.4 Meetings may be cancelled at short notice when any Director, in consultation with at least one other, determines that the prevailing weather conditions may result in unnecessary travelling risks to members.
5.5 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:
5.1.1 Receiving an annual report for the current year from the President on behalf of the Council of the Club.
5.1.2 Receiving the treasurer’s report and proposed budget and determining the entrance fee for the ensuing Rotary year.
5.1.3 Electing any honorary members
5.1.4 Electing the ordinary members of the council.
5.1.5 Confirming the appointment of, or selecting, the Chairmen of committees.
5.1.6 Appointing a person or persons to examine the club’s annual accounts.
5.1.7 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.
5.6 Special General Meeting of the club, of which at least seven days written notice shall have been given, shall be held in each year as follows:
5.6.1 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.
5.6.2 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
5.6.3 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)
5.6.4 Electing the vice-presidents, secretary and treasurer for the next Rotary year.
5.6.5 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.
5.7 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 seven days written notice of such meeting shall be given to all members of the club.
5.8 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.
Article 6 Dues
6.1 Pursuant to the Constitution Article 12 the due date for payment of subscriptions by members is set at 1st June in any year. Any member who fails to pay dues within 30 days after they are due shall be notified in writing by the secretary. If the dues are not paid within 10 days after the notification,
the board may terminate membership, at its discretion. The board may reinstate the former member to membership if the former member requests and pays all debts to this club.
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 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.
6.2.2 An active member who previously held membership (other than honorary membership) in the club.
6.2.3 An active member who ceased to be a member of another Rotary club within the preceding two years.
6.2.4 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 goals. The Club will have the committees listed in article 11, section 7, of the Standard Rotary Club Constitution (2019).
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.
9.5 The fiscal year is from 1 July to 30 June.
Article 10 Method of Electing Members
10.1 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.
10.2 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.
10.3 The procedure for election to active membership shall be in the following sequence:
10.3.1 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.
10.3.2 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.
10.3.3 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.
10.3.4 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 seven days from the issue of such written notice.
10.3.5 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.
10.3.6 If any objection complying with sub-paragraph 18.104.22.168 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.
10.4 Attendance at Bradford Rotary Club meetings is normally restricted to Members of the Club, their personal guests, Honorary Members and Visiting Rotarians. Non-Rotarians expressing an interest in the work of the Club are welcome, but they, as with former members of the Club shall not attend on more than three occasions without Council approval.
Article 11 Attendance
11.1 In accordance with the authority given in Article 10 section 7 of the Rotary GB&I Standard Club Constitution the Rotary Club of Bradford exercises it right to include provisions not in accordance with Article 10 and does so by replacing the whole of Article 10 as follows.
11.2 Each member should strive to attend the Club’s regular meetings and engage in Club Service projects and fellowship events. Attendance at club events of all descriptions provides opportunity for members to strengthen the unity of the Club and particularly its ability to identify, plan and deliver service to the community.
Article 12 Termination of membership – Non Attendance
12.1 In accordance with the authority given in Article 10 section 7 of the Rotary GB&I Standard Club Constitution (2019) the Rotary Club of Bradford exercises it right to include provisions not in accordance with Article 13 section 4 and does so by replacing the whole of Article 13 section 10 as follows.
12.2 Any member who persistently fails to attend meetings of the Club and also fails to engage in Club Service and /or Fellowship events shall be deemed to be unwilling or unable to engage in strengthening the unity of the Club and particularly its ability to identify, plan and deliver service to the community. In such circumstances the member should be informed in writing that their
continued absence is considered a request to terminate membership. Thereafter the Council may, by majority vote, terminate that members membership and then inform them of this in writing.
Article 13 Amendments
13.1 These Bylaws may be amended (provided that the amendments are consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.) at any regular club meeting provided that written notice has been sent to each member 7 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change.
Article 14 Other Categories of Membership
14.1 Honorary Membership.- Club Constitution Article 8 section 6 covers this but our process for conferring Honorary membership is:-
14.1.1 Any person 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.
14.1.2 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.
14.1.3 Honorary Members have no attendance requirements and if attending their presence does not form part of the Attendance calculations of the Club.
14.2. Associate Membership
14.2.1 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.
14.2.2 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.
14.2.3 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.
14.2.4 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.
14.2.5 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.
14.2.6 At any time in the period the Associate Member may terminate their membership by informing the Club Secretary in writing.
14.2.7 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.
14.3 Corporate Membership
14.3.1 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.
14.3.2 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.
14.3.3 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.
14.3.4 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
14.3.5 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.
14.3.6 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.
14.3.7 At any time in the period a Corporate Member may terminate their membership by informing the Club Secretary in writing.
14.3.8 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.
14.3.9 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.
14.3.10 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
14.3.11 Corporate Members will be excluded from the general Attendance figures for the Club.
14.4 Family Membership
14.4.1 Any life partner or blood relative of a Rotarian member of the Rotary Club of Bradford may be proposed as a Family member.
14.4.2 Subject only to the normal admission procedures they may be elected to membership of the club.
14.4.3 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.
14.4.4 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.
Article 15 Dissolution of the Club
15.1 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.
15.2 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.
15.3 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.
15.4 The assets of the club shall be realised and disposed of as follows:-
15.4.1 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.
15.4.2 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.
15.4.3 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.
15.4.4 The club’s regalia, other than the charter, shall be disposed of at the discretion of the officers of the club.
15.4.5 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.
Article 16 Merger of Clubs
16.1 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 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 purpose.