Lake Havasu City Rotary Club Bi-Laws

1. Election of Officers and Directors
2. Board of Directors
3. Duties of Officers
4. Meetings
5. Fees and Dues
6. Method of Voting
7. Committees
8. Leave of Absence
9. Finances
10. Method of Electing New Members
11. Honorary Membership
12. Resolutions
13. Visiting Rotarians
14. Order of Business
15. Amendments to Bylaws

ARTICLE I ELECTION OF OFFICERS AND DIRECTORS

Section 1 Elections - Nominating Committee : At a regular meeting at least 30 days prior to the annual meeting, the presiding officer shall ask for nominations by members of the Club for Officer and Director positions. A nominating committee shall be formed, consisting of the president, president-elect, vice president and chaired by the immediate past president. The duties of the Nominating Committee shall be to nominate a slate of Officers consisting of the President (the current serving President-Elect), President-Elect (the current serving Vice President), Vice President (current serving Secretary), Secretary, Treasurer, Sergeant-of-Arms and 4 Avenues of Service Directors.

Section 2 Qualifications:

a) President-Elect/Vice President - Candidates for these positions shall be active or corporate active members in good standing with the Club, not currently on a leave of absence. In addition, at the time of nomination, the member shall have completed one full term as a member of the Board of Directors of the club, shall have attended or made up 75% or more of the meetings of the club during the current and immediately preceding Rotary years and shall have been a member of the Club for not less than 3 years.

b) Secretary/Treasurer/Board of Directors - Candidates for these positions shall be active or corporate active members in good standing with the Club, not currently on a leave of absence. In addition, at the time of nomination, the member shall have attended or made up 75% or more of the meeting of the club during the current Rotary year.

Section 3 Nomination: At the Board Meeting immediately preceding the Annual Meeting of the club, the report of the Nominating Committee shall be made to the Board of Directors. A complete slate of Officers and Directors carrying the names of the nominees for President, President-Elect, Vice President, Secretary, Treasurer, Directors of 4 Avenues of Service and Sergeant at Arms shall be presented and voted upon for approval to presentation to the club membership for vote. The Secretary shall give the appropriate notice of the time and place of the election of officers and directors to the membership. The Board will determine the record date for members entitled to notice and to vote at the meeting. (At the option of the Board of Directors, the election may proceed by written ballot as set forth in A.R.S. 10-3708.)

Section 5 Election of Officers and Directors At the Annual Meeting of the Club, the slate of Officers and Directors shall be read by the presiding officer. After asking for any other nominations from the floor, a motion shall be made and voice vote heard.

Section 4 Vacancy of Officer or Director Position : A vacancy on the Board of Directors or any office except in the case of a vacancy in the office of President-Elect shall be filled by the remaining members of the board or a past president. In case of a vacancy in the office of President-Elect, the Board of Directors shall establish a special election to be held at a regular weekly meeting of the club with such provisions for a nominating committee and advance notice to members as the Board of Directors shall deem adequate under the circumstances.

Section 5 Terms of Office : The President-Elect shall serve as a member of the Board as Membership Chairman for the year commencing on the first day of July to the next following June 30th, and shall assume office as President on the first day of July immediately following the year of service on the Board as President-Elect. The Vice President shall serve as a member of the Board for one year and the following year shall assume the office as President-Elect. The Secretary shall serve a term of one year and the following year assume the office of Vice President. Each Director, Treasurer and Sergeant of Arms serves for a term of one year commencing on the first day of July to the next following June 30 th.

ARTICLE II BOARD OF DIRECTORS:

The governing body of the Club shall be the Board of Directors composed of the President, immediate Past President, President-Elect, Vice President, Secretary, Treasurer, Sergeant-at-Arms and 4 Avenues of Service Directors.

ARTICLE III DUTIES OF 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 such other duties as ordinarily pertain to this office.

Section 2 President-Elect: It shall be the duty of the president-elect to preside at meetings of the Club and Board of Directors in the absence of the president and to perform such other duties as ordinarily pertain to the office.

Section 3 Vice President : It shall be the duty of the vice president to preside at meetings of the Club and Board in the absence of the President and president-elect and to serve as a member of the Board of Directors of the club and perform such other duties as may be prescribed by the president or the board.

Section 4 Secretary : It shall be the duty of the secretary to:

• keep the records of membership,
• record the attendance at meetings,
• send out notices of meetings of the club, board and committees as required, record and preserve the minutes of such meetings,
• make the required reports to Rotary International and the District including;
  1. the semi-annual reports of membership
  2. the pro-rated reports of each active member who has been elected to membershipin the Club since the start of the January or July semiannual reporting period,
  3. report of changes of membership,
  4. the monthly report of attendance of the club meetings
• perform such other duties as usually pertain to the office.

Section 5 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 request by the Board, and to perform such other duties as pertain to the office of Treasurer. Upon retirement from the office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts and any other Club property.

Section 6 Sergeant-at-Arms: The duties of the Sergeant-at-Arms shall be such as are usually prescribed for such office and such other duties as may be prescribed by the President or the Board.

ARTICLE IV MEETINGS

Section 1 Annual Meeting: An annual meeting of this Club shall be held in the month of December of each year, at which time the election of officers and directors as mandated by Article 1 shall take place.

Section 2 Regular Club Meetings : Regular Meetings of the Club shall be held each Monday at noon. Due notice of any changes in or canceling of a Regular Meeting shall be given to all members of the Club.

Section 3 Annual/Club Meeting Quorum: One-third of the membership shall constitute a quorum at the Annual Meeting and at Regular Meetings of the Club.

Section 4 Regular Board Meetings: Regular meetings of the Board shall be held the last Wednesday of each month. Special meetings of the Board of Directors 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 Meeting Quorum: A majority of the Board members shall constitute a quorum of the Board.

ARTICLE V FEES AND DUES

Section 1 Admission Fee: The admission fee shall be fixed annually or more frequently as conditions may necessitate, by the Board of Directors, and shall be paid before an applicant can qualify as a member of the Club.

Section 2 Membership Dues : The Membership dues shall be fixed annually or as conditions may necessitate, by the Board of Directors. The dues shall be payable quarterly on the first day of July, October, January and April of each year.

ARTICLE VI METHOD OF VOTING:

The business of the organization shall be transacted by voice vote unless a Club member requests that a vote be made by ballot.

ARTICLE VII COMMITTEES

Section 1 Standing Committees : The President shall, subject to the approval of the Board of

Directors, appoint the following standing committees:

• Club Service Committee
• Vocational Service Committee
• Community Service Committee
• International Service Committee

Section 2 Sub-Committees : The President shall, subject to the approval of the Board, also divide the responsibilities within any of the above standing committees into two or more standing sub-committees, each under the direction of a Director. as are deemed necessary to discharge specific parts of the responsibilities of the standing committees.

Section 3 Duties of Committees: Each committee shall transact such business as is referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been made to the Board and approved by the Board.

ARTICLE VIII LEAVE OF ABSENCE

Upon written application to the Board of Directors, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending the meetings of the club for a period not to exceed six months at any one time. Such leave of absence, in the case of illness, military service in the time of war or national emergency, or other reasons that the Board of Directors determines to be appropriate, may be further extended at the discretion of the Board. During a leave of absence, dues of excused members shall be determined by the Board of Directors.

ARTICLE IX FINANCES

Section 1 Bank Account: The Treasurer shall deposit all funds of the Club in a bank to be approved by the Board of Directors.

Section 2 Payment of Bills: All bills shall be paid by checks only, signed by the Treasurer and any one of the following officers: President or President-Elect. A review, performed by a certified public accountant shall be made every two years of all the Club's financial transactions or when a Treasurer retires from office.

Section 3 Fiscal Year: The fiscal year of the Club shall extend from July 1 to June 30 and for the collection of membership dues shall be divided into four quarterly periods.

Section 4 Annual Budget: Prior to the beginning of each fiscal year, the newly elected Board of Directors shall prepare or cause to be prepared, a budget of estimated income and estimated expenditures for the year, which shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.

Section 5 Insurance Review: Prior to the beginning of each fiscal year, a committee comprised of insurance agents will review the Club's existing insurance policies and make recommendations to the Board on the appropriate coverage to protect the Board and to protect the members while participating in the activities of the club.

ARTICLE X METHOD OF ELECTING MEMBERS

Section 1 Proposal of Prospective Member: The name of a newly proposed member, having been proposed by an active member in good standing, shall be submitted to the Membership Chairman. A transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this Article X, Method of Electing Members.

Section 2 Review of Proposal: The Membership Committee shall ensure that the proposal meets all of the classification requirements and that the candidate is a person of good character and good business and professional reputation. If the Membership Committee determines that the proposal meets such requirements the proposal shall be presented to the Board through the Secretary.

Section 3 Board Action : The Board shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer through the Membership Chairman of its decision.

Section 4 Favorable Decision: If the decision of the Board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification to be published to the Club.

Section 5 Club Member Objections : If no objection to the proposal, stating reasons in writing is received by the Membership Chairman or President, from any member (other than honorary) of the Club within seven calendar days following publication of information about the prospective member, that person, upon payment of the Admission Fee (if not honorary membership) as prescribed in these bylaws, shall be considered elected to membership.

If any such objection has been filed with the Membership Chairman or President, the Board shall consider the same at any regular or special meeting of the board and vote on the proposed member. The board may then, by not less than two-thirds majority vote, elect the proposed member. Failure of the proposed member to receive a favorable vote as herein provided shall constitute rejection.

Section 6 Induction: Following the election, the Membership Chairman shall arrange for the induction of the new member; the Secretary shall report the new member to RI. Upon payment by the proposed member of the admission fee, the proposed member shall have all the privileges and obligations of membership.

ARTICLE XI HONORARY MEMBERSHIP

Section 1 Eligibility: Persons who have distinguished themselves by meritorious service in the furtherance of rotary ideals may be elected to Honorary membership in the Club. The initial term of such membership shall be as determined by the Board. At the Regular Board Meeting held in June of each year the Secretary shall present to the Board a list of the current Honorary Members. The Board shall review the list and make a determination of whether or not each Honorary Member on the list should continue as an Honorary Member. Persons may hold honorary membership in more than one club.

Section 2 Rights and Privileges: Honorary members shall be exempt from the payment of admission fees and dues, but not from meals or any other expense incurred while participating with the club. An Honorary member shall have no vote, shall not be able to propose a member and shall not be eligible to hold any office in the Club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of the Club. No Honorary Member of the Club is entitled to any rights and privileges in any other Club, except the right to visit other clubs without being the guest of a Rotarian.

ARTICLE XII RESOLUTIONS

Section 1 Requests/Motions: No resolution or motion to commit the Club on any matter shall be considered by the Club until the Board has considered it. Such resolutions or motions, if offered at a Club meeting, shall be referred without discussion to the Board which after having given consideration to the matter, may submit its recommendations to the club. Having received the recommendations of the board, the club may then proceed to take such action as may seem proper to the majority.

Any appeal to the club, or its members as Rotarians, for charitable or other subscriptions shall be handled in accordance with the procedure prescribed in Section 1 of this Article.

ARTICLE XIII VISITING ROTARIANS

Visiting Rotarians will always be welcome at meetings of this Club.

ARTICLE XIV ORDER OF BUSINESS

• Meeting called to order
• 4 Way Test
• Pledge
• Invocation
• Luncheon
• Introduction of visiting Rotarians and Guests
• Announcements/Committee reports or announcements
• Any new business
• Program
• Sergeant-At-Arms
• Adjournment

ARTICLE XV AMENDMENTS

These bylaws may be amended at a regular or special meeting that has been called, with a quorum being present, and by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed 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 the bylaws of Rotary International.

CERTIFICATE OF THE SECRETARY

I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary of the Lake Havasu City Rotary Club, an Arizona nonprofit public benefit corporation, and that the above and foregoing Bylaws were adopted as the Bylaws of such corporation on the day of , 2004.

Kevin Myers, Secretary