Rotary Club of Liberty

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Rotary Club of Liberty, NY
By-laws
February 6, 2024
 
 
Article I:  Membership
  1. The Rotary Club of Liberty, NY (the “Club”) shall be composed of adult persons of good character and good business, professional and/or community reputation.
    1. Membership that reflects diversity between professions, community service, race, ethnicity, age or gender identification is encouraged, but new membership is not subject to be limited due to strong representation in an area by current members.
    2. Membership is provided to interested persons in accordance with “Membership Procedures” noted in this document.
  2. There are two types of Club membership:  Active and Honorary
    1. “Active” members are members who are current in payment of Club dues.  Active members are eligible to vote in Club or Board matters and hold office when elected.  A member may be an individual or an organization.  Organizational members shall designate a representative from that organization as the person who shall vote on behalf of that organization.  Should that organization’s representative be a member of the Club’s Board of  Directors and that representative is unable to continue or is no longer associated with the organization, the Board shall select a replacement Director in accordance with the Club’s procedures, who may or may not be associated with that organization.
    2. “Honorary” membership is granted to persons who have performed significant service in supporting the ideals of Rotary.  Honorary members may participate in all Club functions or activities and are not responsible to pay dues, nor may they vote in Club matters.
Article II:  Governance and Program
  1. The Board of Directors ( the “Board”) determines operating policy, sets dues, monitors club finances, authorizes establishment of banks accounts, authorizes signatories for accounts, and otherwise determines procedures and speaks for the Club in all matters.
  2. The Club shall support the principles and initiatives of Rotary International.
  3. The Constitution and Bylaws of Rotary International shall be the ultimate governing documents for the Club.  Any part of these bylaws will be void if found to be in violation of said Rotary International documents.
  4. Succession Planning
    1. The Nominating Committee shall be appointed and approved by the Board.
    2. The Nominating Committee shall canvas the Club membership no later than February 1 to solicit nominations for officers for the next program year; this shall not limit the Committee’s ability to approach members for potential nominees who have not been nominated by membership.  The slate of nominees shall be presented to membership no later than March 1. The Board shall approve the slate as soon as practicable thereafter.
    3. The Nominating Committee shall look for a balance of experience, skill sets required, and active participation in club activities for all positions.
Article III:  Meetings
  1. The Club shall meet weekly on Wednesday evenings, or as otherwise determined by the Board, at a regularly established place determined by the Board.  At the discretion of the Board, the meetings can be in person, virtual or hybrid.  If the meeting is a Board meeting, a virtual or hybrid meeting may only take place if each Director attending the virtual; or hybrid meeting can hear every other Director attending such meeting.
  2. Attendance at meetings of members are open to all Active and Honorary members and their guests.  Attendance at Board meetings is open to all Active and Honorary members.
  3. The Board may conduct business at any time, with prior notice to the Board.   Meetings shall be held monthly.   Special meetings may be called by the President or three members of the Board.
Article IV: Board of Directors
  1. Club Officers shall be voting members of the Board.
  2. The President Elect may also name up to 10% of the active members as Directors, who will be voting member(s) of the Board beginning with the upcoming program year.  The 10% shall be determined by the number of active members of the Club as reported to Rotary International for the second half of the program year.  If 10% of such number of active members is not a whole number, the number of active members of the Board who may be appointed by the President Elect shall be rounded up if the last digit of such number of active members is 6 or more.  For example, if the Club has 35 active members as reported to Rotary International for the second half of the program year, the President Elect may appoint 3 active members to the Board; if there are 36 members, the President Elect can appoint 4 active members.
  3. The Immediate Past President will also be a voting member of the Board, serving to mentor and assist the President.
  4. During the Rotary program year, vacancies of elected or appointed members will be filled by the vote of remaining Board members for an officer vacancy or by the President for an appointed active member vacancy. 
  5. Vacancies occurring among those elected/appointed active members before the program year will be filled by the current Board or President Elect, as applicable.
  6. Unless otherwise provided in these By-laws, the latest edition of Robert’s Rules of Order shall be the parliamentary authority for all business meetings of the Board and committees.
  7. A quorum for Board meetings shall be 50% of the Directors.
  8. If notification of a meeting or action is required, the following are each sufficient for proper notification:  Written notice to postal address of record; email notification to the email address of record; or, announcement at two successive regularly scheduled Club meetings.
 
 
Article V:  Officers and Responsibilities
  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. 
  2. President Elect:  It shall be the duty of the President-Elect to preside at meetings of the Club and the Board, as well as represent the Club in the absence of the President, and to perform such other duties as prescribed by the President or the board.
  3. Secretary:  It shall be the duty of the Secretary to: keep membership records; record attendance at meetings; send out notices of Club and Board meetings; record and preserve the minutes of such meetings; report as required to Rotary International, including the semiannual reports of membership on January 1st and July 1st of each year, which shall include per capita dues for all members and prorated dues for active members who have been elected to membership in the Club since the start of the July or January semiannual reporting period; report changes in membership to the Board, the District and Rotary International;  and such other duties as usually pertain to the office of secretary.  
  4. Executive Secretary:  It shall be the duty of the Executive Secretary to coordinate all fund-raising activities by supporting the committee chairs, encouraging appropriate publicity and participation, and  assisting the Treasurer in accounting for income and expenses.  The Executive Secretary shall be a member who has been an active member in club and/or district activities for a number of years, be familiar with the Rotary International website and Club Runner (or whatever software the club needs to use to interface with RI), and be able to support members’ use of those tools.
  5. Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Board at each Board meeting and at any other time upon demand by the Board, and to perform other duties as pertains to the office of treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts and all other Club property.
  6. Sergeant at Arms:  The duties of the Sergeant-at-Arms shall be to introduce guests, and such other duties as may be prescribed by the president or the board. 
Article VI:  Committees
  1. The President, in consultation with the Board, will appoint Chairs of the various standing and ad hoc committees.  Members may participate in the committees of their choosing.
  2. The following are Standing Committees of this Club:
    1. Membership:  develop and implement a plan for recruitment and retention of members
    2. Public Relations: Provide the public with information the Club and Rotary International initiatives and to promote the Club’s service projects.
    3. Foundation:  Encourage member participation through contributions, educational programs and program involvement.
  3. Ad hoc committees are appointed to plan and implement fundraising, service and special activities as needed to support traditional programs or services.
 
 
Article VII:  Finances
  1. The Board shall designate the bank(s) and type of accounts for Club use.  Accounts shall be created to separate Club operations funds from funds raised or designated for charitable/service projects.  There shall also be a separate account for all funds raised through a raffle, in accordance with New York law.
  2. There shall be a President’s Fund, from which the President upon his or her signature can designate payments for special projects or special needs of the community or Club and meals of guests at meetings.  The source of President’s Fund will be contributions of “Happy-Sad” dollars or other source approved by the Board.
  3. The Board will designate Board members who shall have authority to sign checks for Club accounts, except the President’s Fund.  Two authorized signatures are required for all disbursements.  Board members who are holders of debit cards linked to Club accounts shall get prior approval from the Board prior to expending any funds accessible on such cards.
  4. The fiscal year and program year both begin on July 1 of each year and conclude on June 30 of the following year.
  5. Prior to the start of the fiscal year, the Board will review the Club’s financial status and approve dues payment for the upcoming year.  The Board may also authorize a payment schedule for members to pay dues.  The Board may also designate certain funds for specific program or committee support in the upcoming year.
  6. A person who has been approved for membership during a program year is considered active and eligible to participate in Club activities by paying pro rata dues for the balance of the program year.
Article IX:  Approval of Members
  1. New members shall be approved according to the written new member procedures, as amended from time to time, as determined by the Membership Committee and approved by the Board.  The procedures as written, as amended from time to time, shall be annexed as an Addendum to these By-laws.
  2. This process is to remain confidential and revealed only to those involved in each step.  
  3. This process is in no way to discourage members from inviting community members to participate and enjoy meetings or other Rotary activities.  
Article X: Amendments
  1. These By-laws may be amended from time to time by a vote of two-thirds (2/3) of the members of the Board present, at any meeting where a quorum is present.
 
Revised and Approved by the Club’s Board of Directors
February 7, 2024