By-Laws of Rotary e-Club of Houston
Bylaws of the Rotary E-Club of Houston, Texas, U.S.A.
Article I Definitions
1. Board: The Board of Directors of this club
2. Club: The Rotary eClub of Houston
3. Director: A member of this club’s Board of Directors
4. Member: A member, other than an honorary member, of this club
The twelve-month period that begins on July 1
A committee composed of current and past club presidents and active members in good standing
Chairpersons of the Membership, Club Administration and Communication, Service (International, Community, and Vocational Service), New Generation, Fundraising, and The Rotary Foundation committees
Article II Board
The club shall be managed by the board consisting of eleven members in good standing, namely, six standing committee chairs, president, president-elect, secretary, and treasurer as elected in accordance with Article III, Section 1 of these bylaws, and the immediate past president.
Article III Election of Committee Chairs and Officers
Section 1 — At the second regular club meeting in November, the presiding officer shall announce that there will be an election at the annual meeting, as defined in Article V, Section 1 herein, by members of the club for president-elect-nominee and for secretary, treasurer, and six committee chairs.
The nomination for president-elect-nominee shall be made by the nominating committee, and the president-elect shall make his or her nominations for secretary, treasurer, and the six committee chairs. These nominations shall be disclosed to the presiding officer prior to the first regular club meeting in December. At that meeting, the presiding officer shall announce to the club the persons who have been nominated.
At the annual meeting, nominations for the above positions shall be presented to the club. At that time, nominations from the floor by the members shall also be accepted for these positions. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted on. If there is more than one nominee for any position, then the vote shall be by secret written or electronic ballot for that position. However, voice or electronic votes shall be accepted for all unopposed positions. Written ballots and/or voice votes shall be counted by at least two members in good standing appointed by the presiding officer, one of whom must be a current board member. The candidates for each position receiving a majority of the votes shall be declared elected to their respective offices on the date of the election.
The president-elect-nominee elected in such balloting shall serve as a member of the board as president-elect for the year commencing on the first day of July following the election and shall assume office as president on the first day of July immediately following the year of service on the board as president-elect.
Section 2 — A vacancy in the board of directors, other than president and/or president-elect, shall be filled by the action of the remaining members of the board. The vacancy in the position of president and/or president-elect shall be filled by the action of the nominating committee with board approval and member ratification.
Section 3 — A vacancy in the position of any officer-elect or committee chair-elect, other than president-elect-nominee, shall be filled by action of the remaining members of the board of directors-elect and member ratification. The vacancy for the position of the president-elect-nominee shall be filled by the nominating committee with board approval and member ratification.
Article IV Duties of the Officers
Section 1 — President. It shall be the duty of the president to preside at meetings of the club and the board and to perform other duties as ordinarily pertain to the office of president.
Section 2 — President-elect. It shall be the duty of the president-elect to serve as a director and to perform such other duties as may be prescribed by the president of the club. The president-elect may appoint a presidential advisor and/or a parliamentarian, and shall appoint a sergeant-at-arms to serve during his/her year as president.
Subsection A — Presidential Advisor. A past president of this club (or another Rotary Club) who is a member of this club in good standing may serve as presidential advisor.
Subsection B — Parliamentarian. A board member may serve as parliamentarian to insure that appropriate protocol is followed for all club and board meetings.
Subsection C — Sergeant-at-arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the board.
Section 3 — Secretary. It shall be the duty of the secretary to keep records of membership, record the attendance at regular and board meetings, record and preserve the minutes of board meetings, prepare club correspondence, order member name badges, make the required reports to RI, including the semiannual reports of membership, which shall be made to the General Secretary of RI on 1 January and 1 July of each year, and including prorated reports to the General Secretary on 1 October and 1 April of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period, the report of changes in membership, which shall be made to the General Secretary of RI, the monthly report of attendance at club meetings, which shall be made to the district governor within five days of the last meeting of the month, remit to RI subscriptions to THE ROTARIAN or Rotary regional managine, and perform such other duties as usually pertain to the office of secretary.
Section 4 — Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board, and to perform such other duties as pertain to the office of treasurer. Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts, and any other club property within fourteen days.
Article V Meetings
Section 1 — Annual Meeting. An annual meeting of this club shall be held on the second Club meeting in December, at which time the election of officers and standing committee chairs to serve for the ensuing year shall take place.
Section 2 — Weekly Meeting. The regular weekly meeting of this club shall be published online each Thursday. The meeting may take the form of online materials, webinars, go-to-meeting events, club events for fundraising or fellowship, joint meeting with other clubs, or other forms as approved by the Board.
Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.
All members (except an honorary member, a member on leave of absence, or a member excused by the board of directors of this club, pursuant to Article VIII, Section 2 of the club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent. Attendance shall be evidenced by the member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the club constitution.
Section 3 — Club Quorum. One-third of the membership shall constitute a quorum at the annual and regular meetings of this club. The quorum may include electronic communications from members.
Section 4 — Board Meeting. Regular meetings of the board shall be held on a monthly basis, on a day and at a time determined by the board, and the club members shall be duly notified. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, due notice having been given.
Section 5 — Board Quorum. A majority of the board members shall constitute a quorum of the board. The quorum may include electronic communications from Board members.
Section 6 — Robert’s Rules of Order (as revised and published in 2004) shall guide all meetings of the Board, the Members, the committees, and the subcommittees.
Article VI Fees and Dues
Section 1 — The admission fee shall be established by resolution of the board and shall be paid before the applicant can qualify as a member.
Section 2 — The member shall pay membership dues of $150 annually (or two equal payments of $75) to the club treasurer. A portion of the membership dues shall be paid to Rotary International and District 5890 on a semiannual basis, with the understanding that part of each semiannual payment shall be applied to each member’s subscription to THE ROTARIAN magazine.
Section 3 — The club shall assess charges for meals, events and other operating expenses as approved by the Board.
Section 4 — Any variance from the above specified club charges and fees may be approved on a case-by-case basis by the board.
Article VII Method of Voting
Section 1 — The business of this club shall be transacted by written, voice or electronic vote except the election of officers and membership chairs, which shall be by written or electronic ballot if there is more than one nominee per position.
Section 2 — The board may, outside of a regular or special meeting, vote on matters by telephone call, electronic or e-mail. If voting electronically, by telephone or e-mail, each member of the board shall be notified in advance (in person, by telephone, electronically or by e-mail), by the president of the club or a designated representative, of the intent to vote by telephone or e-mail. Any member of the board, upon notification, may request a voice or electronic vote on the matter at a regular or called meeting. Such a request must be granted. All e-mail or telephone votes must be verified at the next board meeting.
Article VIII Four Avenues of Service
The five Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service, and New Generations. This club shall be active in each of the five Avenues of Service.
Article IX Standing Committees
Section 1 — Club standing committees are charged with carrying out the annual and long-range goals of the club. The president-elect, president, and immediate past president should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three years to ensure consistency. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs, and conducting planning meetings including the establishment of written goals and objectives prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows:
Subsection A — Membership. This committee should develop and implement a comprehensive plan for the recruitment and retention of members. The committee chair may, subject to the approval of the board, appoint members for functions including, but not limited to the following: Red Badge, membership recruitment, standards, retention, classification, and attendance.
Subsection B — Club Administration and Communication. This committee shall plan, coordinate and implement activities relating to the effective operation of the club. This committee should develop and implement plans to provide the public with information about Rotary and to promote the club’s service projects and activities. The committee chair may, subject to the approval of the board, appoint members for functions including, but not limited to the following: attendance, club bulletin, fellowship (e.g., Christmas party, Super Bowl party, etc.) THE ROTARIAN magazine, programs, public relations, historian, and Rotary information.
Subsection C — Service Committee and subcommittees.
- International. This subcommittee shall plan, coordinate and implement activities relating to international service. The committee chair may, subject to the approval of the board, appoint members for functions including, but not limited to the following: Rotary Youth Exchange, Ambassadorial and Peace Scholarships, Friendship Exchange, Group Study Exchange, and international matching grants and projects.
- Vocational. This subcommittee shall plan, coordinate and implement activities relating to vocational relationships and to improving the general standards of practice in their respective vocations. The committee chair may, subject to the approval of the board, appoint members for functions including but not limited to the following: Interact, club member vocational talks, vocational scholarships, RYLA, and vocational service awards.
- Community. This committee shall plan, coordinate and implement activities relating to community service. The subcommittee chair may, subject to the approval of the board, appoint members for functions including but not limited to the following: human development, community development, environmental protection, Habitat for Humanity, Art for the Hungry, and Partners in Service.
Subsection D — New Generations Service Committee
This committee shall plan, coordinate and implement activities relating to youth service. The subcommittee chair may, subject to the approval of the board, appoint members for functions including but not limited to the following: young professionals, Rotex, RYLA, Rotary Youth Exchange, etc.
Subsection E — Fundraising Committee
This committee shall plan, coordinate and implement activities relating to fundraising for service projects. The subcommittee should include the president elect and the chair may, subject to the approval of the board, appoint members for functions including but not limited to the following: raising money for any of the avenues of service.
Subsection F — The Rotary Foundation. This committee shall develop and implement plans to support The Rotary Foundation through both financial contributions and participation in Rotary Foundation programs.
Section 2 — The club president may, subject to the approval of the board, appoint such ad hoc committees as are deemed necessary.
Section 3 — The club president shall be an ex officio member of all committees and, as such, shall have all the privileges of membership therein.
Section 4 — Each committee shall transact such business as is delegated to it in the by-laws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action committing club resources until a report has been made to the board and approved by the board.
Article X Leave of Absence
Section 1 — Upon request to the board, setting forth good and sufficient cause as determined by the board, a leave of absence (LOA) may be granted excusing a member from attending the meetings of the club for a specified length of time not to exceed ninety days from the date that the LOA is approved by the board. After the end of the specified period of time, a request for extension may be submitted, which may be renewed for good and sufficient cause as determined by the board. Failure to request an extension may result in the termination of membership.
Section 2 — A leave of absence operates to prevent a forfeiture of membership. A member on LOA shall be required to continue to pay dues to the club as defined in Article VI, Section 2, and other charges assessed to members by the board. During the LOA, meal costs will not be charged to the member.
Section 3 — A leave of absence does not give the club credit for the member’s attendance.
Article XI Finances
Section 1 — The treasurer shall deposit all funds of the club in a bank or banks to be named by the board.
Section 2 — Once a year, the board may appoint one to three members of the club to verify the accuracy of the club’s financial records. Members so appointed shall submit a written report to the board by 30 September.
Section 3 — The board shall engage a Certified Public Accountant to prepare the club’s annual tax return to be filed with the Internal Revenue Service.
Section 4 — The fiscal year of this club shall extend from 1 July to 30 June, and for the collection of members’ dues shall be divided into two semiannual periods extending from 1 July to 31 December, and from 1 January to 30 June. The payment of per capita dues and magazine subscriptions to RI shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.
(Note: Magazine subscriptions for members joining during a semiannual period are payable upon invoice from the Secretariat.)
Section 5 — Prior to the beginning of each fiscal year the president shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.
Article XII Method of Electing Members
Section 1 — The name of an individual to be considered for invitation to membership in the club, as suggested by an active member of the club, shall be submitted to the membership committee chair or the club secretary. The membership committee chair or the club secretary shall send this name to all club members by e-mail. Club members shall have seven days to give the membership committee opinions as to the suitability of the prospective member for club membership. A transferring or former member of another club may be proposed to active membership by the former club. For the time being, the name of the individual under consideration shall be kept confidential except as otherwise provided in this procedure.
Section 2 — Seven days after the e-mail communication of the prospective member’s name, a written proposal may be submitted to the membership committee by the member who suggested the individual for consideration.
Section 3 — The board shall ensure that the proposed member meets all the classification and membership requirements of the club constitution.
Section 4 — If one or more objections are received related to the suitability of the prospective member, the membership committee shall confidentially investigate, discuss the feedback, and ask for clarification of the objections. The membership committee shall submit its findings and recommendations to the board in a timely manner.
Section 5 — After a proposal has been received, the board shall conduct a vote on whether or not to admit the proposed member. If the decision of the board is favorable (two-thirds of the votes cast), the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership. The prospective member shall be requested to sign the membership application form, and upon payment of the admission fee (if not an honorary membership), as prescribed in these bylaws, shall be considered elected to membership. If declined, the board shall notify the proposer of the decision within seven days of the vote.
Section 6 — The board shall approve or disapprove the proposal within thirty days of the date of the initial written proposal after the notification to the club members of the prospective member’s name and shall notify the proposer of its decision.
Section 7 — Following the election, the president shall arrange as soon as possible for the induction of the new member; the secretary shall issue a membership packet, and the Rotary information committee shall provide appropriate literature for presentation at the induction. The club secretary shall also report the new member information to RI within thirty days. In addition, the membership committee shall appoint a mentor who shall accompany the new member to the next four meetings, to a make-up meeting with a local club, and to new member orientation.
Section 8 — The club may, in accordance with the club constitution, designate honorary members, as approved by the board.
Article XIII Resolutions
No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the board. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.
Article XIV Order of Business for Club Meetings
Meetings may be online and done at any time or scheduled for particular times for real time interaction by online conferencing technology. Meetings may also take place at scheduled fellowships, service projects or joining District 5890, Rotary International or other club meetings or activities. Club members doing activities not on the website that count for meeting credit should inform the club secretary to receive meeting credits.
Log on to website or call to order.
Introduction of Rotarian Members.
Good news or announcements from members and guests.
Correspondence and announcements from the board.
Article XV Amendments
These bylaws may be amended at any regular meeting or with 10 day notice on the website, a quorum of members responding, by a two-thirds vote of all members responding (assuming a quorum), provided that notice of such proposed amendment and a copy thereof shall have been sent by either e-mail, standard mail, or personal delivery to each member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of Rotary International.