Bylaws of the Rotary Club of Cambridge
Article 1 Definitions
1. Board: The Board of Officers and Directors of this club
2. Member: An Active Member of this club
3. Quorum: One-third of the club membership; 50% of members for the Board
4. RI: Rotary International
5. Year: The 12-month period that begins on 1 July
Article 2 Board
The governing body of this club is the Board consisting of six Officers – president, immediate past president, president-elect, vice president, secretary and treasurer – and six Directors.
Article 3 Elections and Terms of Office
Section 1. A five-person Nominating Committee consisting of the immediate past president as chair, the current president, president-elect and vice president plus one other club member not a member of the current board who is appointed by majority vote of the board will be constituted at a Board meeting in October and announced to the membership.
Section 2. The Nominating Committee will nominate a slate of candidates for all officer positions and any open director positions and communicate the slate to the club secretary by December 1.
Section 3. The club secretary will give notice of the club’s Annual Meeting and communicate the slate to the membership in writing or via e-mail at least 14 days prior to the date of the meeting.
Section 4. Additional nominations may be made in writing to the club secretary prior to the Annual Meeting or from the floor at the Annual Meeting.
Section 5. Voting at the annual meeting will be by voice vote and/or paper ballot as provided in Article 7 of these bylaws. Proxy votes received in writing or by e-mail by the club secretary at least 24 hours prior to the Annual Meeting will be counted.
Section 6. During the year, a vacancy on the Board shall be appointed by majority vote of the remaining members of the Board.
Section 7. After the election of the Board, but before the beginning of their year of office, a vacancy of any officer-elect or director-elect position shall be appointed by majority vote of the remaining members of the Board-elect.
Section 8. Terms of office for all Officers are one year. Terms of office for all Directors is three years on a rotating basis, with two Directors being elected each year.
Section 9. Inability of any Officer or Director to attend at least 50% of the board meetings held in any six-month period without an excused absence will be cause for termination from the board.
Article 4 Duties of the Board. In addition to attending club and Board meetings:
Section 1. President. The president shall preside at club and Board meetings.
Section 2. Immediate Past President. The immediate past president shall chair the Nominating Committee.
Section 3. President-elect. The president-elect shall serve as chair of the club’s major fundraising events as well as prepare for their year in office and preside at club and Board meetings in the absence of the president.
Section 4. Vice President. The vice president shall serve as meeting Program Chair and preside at club and Board meetings in the absence of the president and president-elect.
Section 5. Secretary. The secretary shall record the minutes of all Board meetings and keep membership and attendance records.
Section 6. Treasurer. The treasurer shall oversee all funds and provide annual accounting of these funds.
Section 7. Director. A director shall perform duties as assigned by the president.
Article 5 Meetings
Section 1. Annual Meeting. An annual meeting of this club shall be held at the second regularly scheduled club meeting in January. At this meeting, the financial report for the prior year shall be presented and the election of officers and directors for the following year shall be held. Notice of this meeting shall be sent by the secretary in writing or via e-mail to all members at least 14 days prior to the date of the meeting.
Section 2. The regular weekly meetings of this club are held on Thursdays at 12:15 pm or such other time as the board may choose. Reasonable notice of any change or cancellation of the regular meeting shall be given to all club members.
Section 3. Board meetings are held each month. Special meetings of the Board are called with reasonable notice by the president or upon the request of two directors.
Article 6 Fees and Dues
Section 1. The admission fees to this club are:
(a) $50 for Active Regular members, billed with the member’s initial pro-rated dues billing.
(b) $200 for Active Corporate members, payable with the member’s initial pro-rated dues billing.
Section 2. Annual membership dues shall be in the amount of $250 for Active Regular members and $500 for Active Corporate members, billed 50% in July and 50% in January. Membership dues includes RI per capita dues, subscription fees to The Rotarian magazine, district per capita dues, club annual dues and any other Rotary or district per capita assessment. Upon induction into the club, new members shall be billed a pro-rated amount for the full months remaining until the next regular dues billing.
Section 3. Members whose dues are unpaid 30 days from billing will be sent a second notice including the provision that membership may be terminated if the billing is unpaid after an additional 10 days.
Section 4. The board may grant exceptions to fees and dues provisions on its own initiative or in response to a request for waiver made in writing to the president who will obtain a ruling on the request by majority vote of the board at the next regularly scheduled board meeting.
Article 7 Methods of Voting
The business of this club is conducted by voice vote or show of hands except for the election of officers and directors, which is conducted by voice vote if there are no contested offices or by paper ballot if there is more than one candidate for any office. The Board may provide a ballot for a vote on a specific resolution. For any previously announced club vote, proxy ballots may be submitted in writing or by e-mail to the club secretary by midnight of the day prior to the vote.
Article 8 Committees
Section 1. Club committees coordinate their efforts in order to achieve the club’s annual and long-range goals. The club will have the following standing committees:
– Public Relations
– Rotary Foundation
– Community and International Service Projects
Additional committees may be appointed as needed.
Section 3. The president shall be ex officio a member of all committees and, as such, shall have all the privileges of membership.
Section 4. Except where special authority is given by the Board, committees shall not take action until a report has been made and approved by the Board. The president or the Board shall refer additional business to a specific committee as needed.
Section 5. Each committee chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall provide written reports to the Board on committee activities as requested.
Article 9 Finances
Section 1. At the beginning of each fiscal year, the president-elect shall draft an annual budget of estimated income and expenditures for the club account which the Board shall review, amend as agreed and approve prior to August 1.
Section 2. The treasurer shall deposit club funds in a Cambridge financial institution(s) designated by the Board.
Section 3. Bills are paid by the treasurer or another authorized officer only when approved by the president or, in the president’s absence, by two other officers or directors.
Section 4. A thorough annual review of all financial transactions shall be completed by a qualified member or other person.
Section 5. An annual financial statement of the club for the prior year shall be provided to club members at the Annual Meeting in December.
Section 6. The fiscal year is from 1 July to 30 June.
Article 10 Method of Electing Members
Section 1. Membership applications will be made available to all members and individuals interested in membership by the secretary and membership chair.
Section 2. Completed applications shall be sent by candidates to the secretary or given to any club officer at a club meeting for forwarding to the secretary.
Section 3. The secretary shall notify the Board and the Membership Chair of the application and send notice of the name and brief biography of the applicant to the membership via the club newsletter or e-mail with the request that any comment be submitted back to the secretary within seven days. The Membership Chair (or designee from the Membership Committee) shall meet with the prospective candidate to assure that the prospect understands the social and financial responsibilities of membership and agrees to comply. The Membership Chair shall inform the president and secretary that this meeting has taken place. The Board will then consider the application at their next meeting.
Section 4. A transferring or former member of another club may also submit an application for membership or be proposed for membership by the former club. Such applications or proposals need not be publicized to the club unless the Board instructs otherwise.
Section 5. The Board shall ensure that the candidate meets all of Rotary’s membership requirements.
Section 6. The Board shall approve, reject or defer consideration of all candidates’ membership within 30 days from receipt of written application and shall notify the candidate and proposer, if any, of its decision.
Section 7. If the decision of the Board is favorable, the prospective member is invited to join the club, educated about Rotary and membership requirements, formally inducted into the club at a regularly scheduled club meeting and tendered a pro-rated dues invoice.
Section 9. Honorary Members of the club shall be elected by the Board.
Article 11 Resolutions
Any resolutions or motions to commit the club to any position or action shall first be reviewed and approved by the Board. If resolutions or motions are first offered at a club meeting, they shall be sent to the Board without discussion.
Article 12 Amendments
These Bylaws may be amended at any regular club meeting. Changing the club bylaws requires notice be sent to each member in writing or by email at least 10 days before the meeting, that a quorum be present for the vote and that two-thirds of those voting support the change. Voting by written proxy will be allowed. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws and the Rotary Code of Policies.
Adopted by the membership January 12 and January 19, 2017.? ?