Bylaws of the Rotary Club of Los Altos, California
As amended and approved June 17, 2004
Article I
Election of Directors and Officers
Section 1. The annual meeting of the Club shall be the second meeting of February of each year. The purpose of the annual meeting shall be for the election of the Board of Directors for the ensuing year, together with such other business that the outgoing Board of Directors should care to bring before the Club.
(a) By December 31 of each year, the President shall appoint a nominating committee and its chair. The nominating committee shall consist of five members of the Rotary Club of Los Altos, one of whom shall be the current President-Elect. The President shall announce the names of the nominating committee members to the membership at the first regular meeting of the Club following naming the committee.
Twenty-one days prior to the annual meeting, the nominating committee shall put in nomination at least twice the number of candidates for the number of directors to be elected. In addition thereto, fourteen days prior to the annual meeting nominations from the floor must be accepted. Any member who has been a member of one or more Rotary Clubs for in the aggregate two or more years and is in good standing may be nominated.
(b) At the annual meeting, the election shall be conducted by three judges of election appointed by the President. All members are entitled to one vote and they may do so only in person, or by mail, or email. Ballots shall be delivered and made available on the web site to all members at least one week before the election and said ballots in order to be counted must be delivered to the election judges in care of the secretary not later than one p.m. on the day of the election. The balloting place shall be the regular meeting place and the Board of Directors shall establish such procedures as are necessary. All ties shall be determined by a coin toss by the judges of election, prior to announcement of the winners of the election to the membership. If a tie vote between more than two members occurs, then the tie shall be resolved by the pulling of names from a hat.
(c) The Board of Directors of the Rotary Club of Los Altos, California shall consist of the President, the Immediate Past-President, the Vice-President/President-Elect, and six directors elected by the membership of the Rotary Club of Los Altos, California.
(d) Each of the six elected directors shall serve a term of two years, the terms to be so regulated that three directors shall be elected each year to begin two-year terms while at the same time, the other three directors shall be completing the first year of their two-year terms. If in any annual election more than three directors are to be elected, the three candidates receiving the highest vote total shall serve terms of two years and the remainder shall serve terms of one year. In the event it shall be necessary to break a tie vote in order to determine the member or members to serve terms of one year, the tie vote shall be broken by a majority vote of the nominating committee.
Section 2. Prior to the thirty-first day of December of each year, the most immediate Past-President shall call a meeting of all Past-Presidents who are still members of the Rotary Club of Los Altos, and shall act as chair of the meeting for the purpose of electing the Vice-President/President-Elect for the year beginning July of the following year. The current President is to be invited to attend the meeting as a non-voting member. A quorum will consist of any five Past-Presidents. To be eligible for election as Vice-President/President-Elect, a member must be in good standing and be either currently serving or have served on the Club Board of Directors
Section 3 A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board.
Section 4. A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the Board of Directors-elect.
Section 5. The incoming President, with the confirmation of the Board, shall appoint the Treasurer, the Secretary, and the Sergeant-at-Arms who may or may not be members of the Board. Should the position of Treasurer or Secretary not be filled by a member of the Board, then these officers shall serve as ex-officio members of the Board of Directors without vote.
Article II
Board of Directors
Section 1. The governing body of the Club shall be the Board of Directors, elected in accordance with Article I of these bylaws.
Section 2. Every director shall have the right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Club within 30 days of written notice to the Board.
Article III
Duties of Officers
Section 1. President. It shall be the duty of the President to preside at meetings of the Club and Board of Directors and to perform or delegate such duties as ordinarily pertain to the office.
Section 2. Vice-President/President-Elect. It shall be the duty of the Vice President/President-Elect, when present, to preside at meetings of the Club or Board of Directors in the absence of the President and, unless otherwise delegated by the President, to perform such duties as ordinarily pertain to the office.
Section 3. Secretary. It shall be the duty of the Secretary to keep the records of membership, record the attendance at Club meetings, record and preserve the minutes of Board meetings, record and preserve the subject and results of all Club votes and include them in the minutes of the next Board meeting after such vote, make required reports to Rotary International and the District, and perform such other duties as usually pertain to the office. The Secretary may delegate such duties to other members or nonmembers of the Club, whom the Secretary shall supervise, with the approval of the President.
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 to the Board at the monthly meeting and at any other time upon demand by the Board and to perform such other duties as ordinarily pertain to this office. Upon retirement from office, the Treasurer shall turn over to the successor or to the President all funds, books of account, and any Club property. The Treasurer may delegate such duties to other members or nonmembers of the Club, whom the Treasurer shall supervise, with the approval of the President and the Board.
Section 5. Sergeant-At-Arms. The duties of the Sergeant-At-Arms shall be such as are usually prescribed for the office and such other duties as may be prescribed by the President or Board of Directors.
Section 6. The Secretary and the Treasurer may be paid a stipend, the amount of which shall be approved by the Board of Directors.
Article IV
Meetings
Section 1. Annual Meeting. The annual meeting of the Club shall be held during the second meeting in February in each year, in accordance with Article I, Section 1.
Section 2. The time and place of the regular weekly meetings of the Club shall be as approved from time to time by a majority of the membership.
Section 3. Club assemblies shall be held at least twice in each Rotary year, the first shall be held not later than July 31st and the second no later than January 31st.
Section 4. One-third of the membership shall constitute a quorum at the annual and regular meetings of the Club.
Section 5. Regular meetings of the Board of Directors shall be held each month unless the President, with the approval of the Board, cancels a monthly meeting and gives notice of the cancellation to the Club. In this case, notice is deemed given by an announcement at a regular meeting and printing in The Rotator. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two members of the Board, notice having been given.
Section 6. Notice of a meeting need not be given to any director who waives notice orally or in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.
Section 7. A majority of the voting Board members shall constitute a quorum of the Board.
Section 8. Any action required or permitted by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be included with the minutes of the proceedings of the Board.
Article V
Fees and dues
Section 1. An admission fee shall be required to be paid before an applicant may be accepted into membership. Membership dues shall be payable semiannually on the first days of July and January. The amount of the admission fee and the membership dues shall be established annually by the Board of Directors. In rare and deserving individual cases, the admission fees and/or the membership dues may be adjusted by the Board of Directors.
Section 2. Any member who has been a member of one or more Rotary Clubs for in the aggregate twenty years or more, has reached the age of sixty-five years and is retired, upon application and approval by the Board shall pay one-half of the membership dues, payable on the first day of July, with the understanding that a portion of such payment shall be applied to said member’s subscription to The Rotarian magazine.
Article VI
Method of Voting
The business of the Club shall be transacted by voice vote, show of hands, recorded voice vote, or ballot at the discretion of the President, except the election of officers and directors, which shall be by ballot. If ten or more members of the quorum object, by standing, to the method of voting instituted by the President, a recorded vote shall be taken.
Article VII
Committees
Section 1. The President shall assign an Avenue of Service or part thereof, to each of the six elected directors, dividing the responsibilities so as to address the particular needs of the Club for that year. The President, working with each director, shall name the committees under each director and establish the goals and purpose of each committee.
Section 2. Directors shall appoint a chair and members of the committees under their responsibility and shall oversee the functioning of each committee to assure progress towards the goals of that committee.
(a) Where feasible and practicable in the appointment of Club committees, there should be provision for continuity of membership by reappointing one or more members for additional terms on the same committee.
(b) The President shall be an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.
(c) Each committee shall transact such business as is assigned to it by the President. No member or committee shall act to commit an expenditure of Club funds except as approved by the Board of Directors.
Article VIII
Leave of Absence
Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted permitting a member not to attend the meetings of the Club for a specified time generally not to exceed six months.
[Note: While such leave of absence does prevent a forfeiture of membership; it does not operate to give the Club credit for the member's attendance. Unless the member attends a regular meeting of some other Club, the member must be recorded as absent (except such absence authorized by Article VIII Sec. 5 (c) or (d) of the Club constitution).]
Article IX
Finances
Section 1. The Treasurer shall deposit all funds of the Club in a bank as prescribed by the Board.
Section 2. All bills shall be supported by vouchers. Checks in payment of vouchers of $2000 or more shall be signed by any two of the following: the President, the Vice-President/President-Elect, the Immediate Past-President, the Secretary or the Treasurer. Vouchers under $2000 shall be paid by checks signed only by the Treasurer or other person designated by the Board. No payment shall be made for a voucher by check unless the amount of the check is less than the remaining balance of the approved budget line item to which it relates without approval of the Board.
Section 3. An examination and report on the financial statements of the Club and its major operations shall be made at least once a year following Board approved accounting and auditing procedures. The report of such examination shall be submitted to the Board of Directors.
Section 4. Officers having charge or control of funds may be required by the Board to give bond for the safe custody of the funds of the Club, cost of bond to be borne by the Club.
Section 5. The fiscal year of the Club shall extend from July 1st to June 30th. For the collection of members' dues, the year shall be divided into two semiannual periods extending from July 1st to December 31st and from January 1st to June 30th.
Section 6. By June of each year, the President-Elect shall prepare or cause to be prepared, a budget of estimated income and estimated expenditures for the following fiscal year and make said budget available to the Club for comment in June. When approved by the Board at their meeting in July, said budget shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board. The President may draw from reserves, if they are available, to balance the budget with the approval of the Board.
Section 7. A finance committee to include the Treasurer shall be appointed by the President-Elect by April of each year to make recommendations and to assist in preparing a budget in accordance with Section 6 of this Article. With the approval of the President-Elect, a draft two-year fiscal budget may be recommended.
Article X
Method of Electing Members
Section 1. Prospective members shall be proposed in writing to the Club Secretary using an "Applicant's Form" covering personal data and a "Proposer's Form" covering eligibility and classification matters. The proposal shall be kept confidential for the time being, except as provided elsewhere in this Article.
Section 2. The Board shall review both the Proposer’s and the Applicant's forms as to eligibility and classification. If questions are raised, the director having charge of Membership shall investigate and report back to the Board within 30 days. The Board shall then approve or disapprove the application. When approved or disapproved the Board, through the Secretary, shall notify the Proposer.
(a) In the absence of any objection, or in the case of an objection, if the Board’s decision is favorable, the prospective member shall attend an orientation meeting covering the principles of Rotary and the privileges and responsibilities of membership. At the conclusion of the orientation meeting the proposed member shall be asked to reaffirm their desire to join the Club and give their permission for their names, classification and pertinent data to be published to the Club.
(b) If no objection to the application is received within ten days of publication and upon payment of required dues and fees, the prospective member shall be considered elected to membership.
Section 3. If a written objection is raised at any time during the application process, it shall be considered by the Board at a regular or special meeting and voted upon within 30 days.
Section 4. A new member becomes a “Red Badge” member for the period of time during which they must fulfill the requirements to earn a “Blue Badge”, denoting full membership. The requirements for full membership are published and may change from time to time.
Section 5. Only members in good standing who have been members for one year or more may propose new members.
Section 6. Proposers become the new member’s Sponsor/Mentor and have the privilege of integrating the new member into the Club including introducing them to the membership. Additionally the Sponsor has the duty of helping the new member attain Blue Badge status and abide by the attendance and other rules, regulations and traditions of Rotary including, but not limited to, conformance to the Four-Way Test.
Article XI
Resolutions
No resolution or motion to commit the Club on any matter shall be considered by the membership unless it has first been considered by the Board. Such resolutions or motions, if offered, shall be referred to the Board without discussion. If adopted, such resolutions shall be published.
Article XII
Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present provided that due notice of such proposed amendment shall have been delivered 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 constitution and bylaws of Rotary International.
Article XIII
Definitions
Blue badge – the designation for a full member of the Club
Board – Board of Directors of the Club
Club – the Rotary Club of Los Altos
Delivered – a ballot or other hard copy material is deemed delivered if it is submitted in person, or by mail to the designated recipient unless otherwise set forth in a particular provision of these bylaws.
Due notice – notification to appropriate members of the Club of a pending action or meeting that is accomplished as follows:
1. Notice is to be mailed first class five days in advance, or 96 hours in advance if given personally, by electronic or other means of communication, and
a. Notice is deemed to have been given at the time it is deposited in the United States mails, postage prepaid.
b. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means to the recipient.
c. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office or home of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.
d. Although desirable, posting on the bulletin board at the weekly meeting is not considered notice.
2. Other acceptable means of notice may be set forth in a particular provision of these bylaws that will require greater or lesser advance notice time and other requirements.
Good standing – a member in good standing is current in dues and other accounts and continues to fulfill all requirements for membership in the Club as set forth in the published Club constitution. The attendance requirements for the Club include but are not limited to the following:
1. Attend or make up at least 60% of Club regular meetings in each half of the year.
2. Not miss four consecutive meetings.
Members not in good standing are not permitted to:
1. Propose new members.
2. Serve on the Board, LAREF, or as committee chairs.
3. Represent the Club at the District, Rotary International, or other Rotary meetings.
4. Attend those Club events having limited capacity and being otherwise fully subscribed.
Handbook – the annually updated documentation of members, member information, Club positions of leadership and Club governance documents. Documentation may be in any form approved by the Club membership including, but not limited to hard copy and electronic digital.
Notice – informing every member of the Club or of the relevant governing body of the Club.
Published – included in the Club handbook.
Red badge – the designation for an individual accepted to membership in the Club who has yet to fulfill the new member requirements of the Club as published from time to time, and any changes to such requirements approved by the Board after due notice to the Red badge member. Failure to meet these requirements may be considered by the Board as “due cause” for termination in accordance with the published Club constitution.
Rotator – the weekly newsletter of the Club
Voucher – documentation of expenses paid or to be paid on behalf of the Club. Normally includes receipts or invoices from sellers and must be signed by the person claiming reimbursement.
Copyright © 2006 Los Altos Rotary Club. All rights reserved.
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