BYLAWS OF THE ROTARY CLUB OF ALAMO HEIGHTS, TEXAS
Approved March 10, 2020
(Merging amendments 8 June 61-12 March 71-13 May 80-12 July 94-28 March 95-8 August 95-9 July 96- 26 November 02-14 September 04- 19 September 06- 1 February 2011 –11 March 2014 –21 February 2017- and 10 March 2020)
Article I Board of Directors
The governing body of this club shall be the Board of Directors, elected in accordance with Article II of these bylaws. (02-11)
Article II Election of Directors and Officers
Section 1 – At a time at least sixty days prior to the Annual Meeting, the President shall name a chairman of the Nomination/Election Committee, along with four other club members to serve on the committee. After the committee members are named, the committee shall prepare, from a list of eligible members, a slate of twelve candidates for election as voting Directors. Nominees may include otherwise eligible members of the Nomination/Election committee. At least four weeks prior to the Annual Meeting, the twelve nominees shall be presented to the membership at a regular meeting. Prior to that meeting, the names of the nominees shall be published in the official weekly publication of the Club. The Nomination/Election Committee shall conduct the election at a regular meeting, one or more ballots shall be cast, if necessary, and each of the eight nominees receiving the highest number of votes shall be declared elected as a voting Director. (04-14-17)
Section 2 – The Board of Directors-Elect initially consisting of the eight newly elected voting Directors, the current President, and the current President-elect shall nominate one eligible Alamo Heights Rotarian to fill each of the offices of President-Elect, Vice President, Treasurer, and Secretary on July 1 of the following Rotary Year. (14)
1.Nominations for the offices of President-Elect, Treasurer, and Secretary may be from the newly elected Board of Directors or from the club membership. Nominations for the office of Vice President shall be only from the newly elected voting Directors. Nominations of the Board shall be announced at the Annual Meeting, and, at this meeting, nominations for all offices shall be open from the floor. Nominations from the floor may be members of the newly elected voting Directors or from the membership at large. Nominees for all offices shall meet the requirements specified in the following sections of this Article (80-95-02-11-14)
- Voting for the officers to be elected will occur at the Annual meeting. If only one member is nominated for each of the positions of President-Elect, Vice President, Secretary, and Treasurer, the entire slate of officers may be voted on together. If any position has more than one nominee, that position will be voted on separately. The nominee receiving a majority vote shall be elected. If a majority vote is not obtained, the two nominees with the greatest number of votes shall participate in a runoff ballot. (80-14-20)
Section 3 – Qualifications (14)
1.Only those who have been members of the Alamo Heights Rotary Club for twelve months prior to nomination shall be eligible for election as a voting Director on the Board of Directors or as an appointed replacement for a vacant Board or Board-elect position. (80-14)
2.Only those who have been members of the AHRC for twelve months prior to nomination shall be eligible for election as the Secretary or Treasurer. (14)
3.Only those who have been members of the AHRC for twelve months prior to nomination shall be eligible for appointment as the Sgt-at-Arms. (14)
- Nominations for the office of President-Elect (PE) shall be restricted to members meeting the following qualifications:
(a)The member shall have completed three full years membership in the Alamo Heights Rotary Club at the time the member takes office as President. (80-14)
(b)The member must have served at least one year on the Board of Directors at the time of nomination, or be a member of the Board of Directors at the time of nomination. For purposes of meeting this qualification, members filling any Board position, including the AHRC Secretary, Treasurer, and Sergeant-at-Arms, whether voting positions or not voting positions, or members who have filled or are currently filling AHNLLC manager or Treasurer positions will meet this qualification. (80-17-20)
5.All nominees for the office of President-Elect shall be in attendance at the Annual Meeting at which election for the office of President-elect occurs and shall, before balloting, state intention, if elected, to attend the District Conference, District Training Assembly, and PETS during both their year as President-elect nominee (PEN) and as PE. (80 – 14)
6.Nominees for the office of Vice President shall have been duly and legally elected members of the Board of Directors for the forthcoming Rotary year. (71)
Section 4 – Limitations (14)
1.No voting Director shall succeed himself in office after serving two consecutive terms in office by election by the membership of the club, other than the newly elected President-Elect.
2.Individuals filling the positions of Secretary or Treasurer may be reelected to those positions for more than two consecutive years but are limited to two consecutive years as a voting Director if separately elected as a voting Director.
3.No President shall succeed himself in office after serving one term upon due election by the membership. (80)
4.An individual filling the position of Sgt-at-Arms may be appointed to that position for more than two consecutive years but is limited to two consecutive years as a voting Director if separately elected as a voting Director.
Section 5 – The incoming Sergeant-at-Arms shall be appointed by the Board of Directors-Elect. The position is an Officer position and a non-voting position unless the individual filling the position has also been elected or appointed to one of the eight voting Director positions described in Article I, Section 1, above. (94-95-06-14)
Section 6 – A vacancy in the position of any officer or director shall be filled by action of the remaining members of the Board. (95-14)
Section 7 – 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. (95)
Section 8 – If the position vacated described in either Sections 6 or 7, above,
(a)is the immediate past president, the vacancy will not be filled with a replacement.
(b)is the President or President-elect and filling that vacancy creates another vacancy in a voting position in that Board, the newly created vacancy will then be filled or left vacant so that no individual is in a situation that will allow them two votes on Board actions. (17)
Section 9– Terminology (14-17)
1-On July 1 of each year, the Board of Directors consists of:
(a) the eight voting Directors elected the previous year, one of which is also the Vice-President;
(b) the officers elected the previous year (President-elect, Secretary, Treasurer);
(c) the Sgt-at-Arms appointed the previous year;
(d) the immediate past-President; and
(e) the new president who was the President-elect before July 1
2- There are normally 11 voting positions on the Board of Directors: The President; the immediate past-President; the President-Elect; and the eight elected voting Directors. The Officer Positions of Secretary, Treasurer, and Sgt-at-Arms are voting positions only if they are also one of the eight elected voting Directors. (20)
3- The voting or non-voting authority described for those “elected” as used above also applies to anyone appointed to that position to fill a vacancy.
4– The general term “Director” may be used to describe each of the members of the Board of Directors. Some of the Directors may also be “Officers”. Some of the Directors may have “voting” privileges and some may not have “voting” privileges as described above.
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 and to perform such 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 member of the Board of Directors of the club and to perform such other duties as may be prescribed by the President or the Board.
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 to perform such other duties as ordinarily pertain to the office of Vice 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 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 or any other club property. (02-11)
Section 5 – 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.
Section 6 – Secretary. All of the normal day-to-day Secretary functions will be performed by the club’s Executive Secretary (see Article IV, below). The Rotarian Secretary will be familiar with the duties of the Executive Secretary and will be prepared to assist or fill in for the Executive Secretary when needed. The Rotarian Secretary will be responsible for maintaining up to date the Executive Secretary procedural guidelines and list of duties and responsibilities. The Rotarian Secretary will also perform other tasks as assigned by the President. (14 – 17 – 20)
Article IV Executive Secretary
The Executive Secretary is a paid position filled by an individual hired by the Board of Directors. The individual filling the position of Executive Secretary may be but need not be a member of the Alamo Heights Rotary Club (AHRC). The Executive Secretary is responsible for conducting the administrative and clerical operations of the AHRC. Duties include coordinating meetings, banquets, socials, and special functions of the AHRC, including any setup and equipment needed; sending out meeting notices or invitations to appropriate leadership and membership; attending AHRC Board of Directors meetings; preparing agendas and minutes; remitting dues from the membership to the Treasurer; recording attendance; insuring new member proposals are processed in a timely manner; attending conferences as authorized; directing and performing other duties related to the operation of the AHRC. The Executive Secretary maintains the archives of the AHRC in accordance with established guidelines for Club Records Maintenance and keeps all records and reports up to date and available at any time for the President and Board of Directors of AHRC. The Executive Secretary serves as the clearinghouse for Rotary Club information; handles all phone calls relative to Rotary, referring calls to appropriate Officers, Board Members, or Committee Chairs; completes and/or submits all required Rotary International and District 5840 reports/information by the established deadlines; maintains all membership rosters/records; provides continuity for the Club; and serves as a resource for new members, officers and chair persons. The Executive Secretary will be present at, but will have no vote at, board meetings. The Board of Directors will maintain an up to date copy of a list of duties and responsibilities of the Executive Secretary. In the event the Executive Secretary is unable to temporarily perform the appropriate duties, the President, with Board approval, will appoint one or more club members (normally the Rotarian Secretary) to accomplish the necessary duties. If the position is vacated, the Board will be responsible for hiring a replacement. As part of his/her duties, the Executive Secretary will also perform similar functions for the Alamo Heights Night LLC Board of Managers. (02-14)
Article V Meetings
Section 1 – The Annual Meeting of this club shall be held during the month of November or December in each year as determined by the Board of Directors, at which time the election of officers to serve for the ensuing year shall take place. (02)
Section 2 – The regular weekly meetings of this club shall be held on Tuesday at noon. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused by the Board of Directors of this club, pursuant to Article 10,of the Alamo Heights Rotary Club Constitution) in good standing in this club, on the day of its regular meeting, must be counted as present or absent in accordance with the guidelines in Article 10 of the Club Constitution, and attendance must 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. (02-11 -17-20)
Section 3 – One-fourth of the active membership shall constitute a quorum at the annual and regular meetings of this club. (02)
Section 4 – Regular scheduled meetings of the Board of Directors shall be held at least once a month at a time and place at the discretion of the Board of Directors. Special meetings may be called by the President or by any two Board members, due notice having been given.
Section 5 – A majority of the voting Board members shall constitute a quorum of the Board.
Section 6 – Board-elect members are encouraged to attend the current Board meetings from January through June. The Board-elect will normally meet each month from January through June following the regular monthly current Board meetings. (17)
Article VI Fees and Dues
Section 1 – The admission fee shall be $75.00 to be paid before the applicant can qualify as a member. An admission fee is not required for prior Rotarians rejoining Rotary as a member of the Alamo Heights Rotary club. (17-20)
Section 2 – The membership dues shall be $300.00 per annum ($25/month), payable semiannually on the first day of July and of January, with the understanding that this includes the cost of each member’s subscription to THE ROTARIAN magazine. (94-04-14)
Section 3 – New members shall pay for the remaining months of the six-month period at the rate of $25.00 per month for any month or part of a month they will be a member. (94-04-14-17)
Section 4 – Dues may be reduced by the Board by up to 50% for up to one year for new members age 35 and under. (14)
Article VII Method of Voting
The business of this club shall be transacted orally except the election of voting directors, which shall be by ballot. Voting will take place at a Board or Club meeting only when there is a quorum present. No proxy votes are authorized. All matters requiring a vote will be decided by a simple majority vote, unless specified otherwise in these by-laws. In the event of a tie vote, the item in question is considered rejected. (02-14-20)
Article VIII Committees (06-11-14)
Section 1 – Five Avenues of Service. See Article 5, Constitution of the Rotary Club of Alamo Heights. (14)
Section 2 – Club committees are charged with carrying out the annual and long-range goals of the club based on the five Avenues of Service. The president-elect, president, and immediate past president should work together to ensure communication to Club members, continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for two or three years to ensure consistency, knowledge of policies and procedures, leadership, and operational efficiency. The length of time will be dependent upon the complexity of the specific committee functions and availability of members to successfully accomplish committee missions. The president-elect is responsible for establishing the Club committee structure and appointing committee chairs and members to fill vacancies and conducting planning meetings prior to the start of his/her year as President as well as during his full term as President. To the extent possible, each committee and sub-committee shall have a Chair and either a vice-chair or co-chair to assist in continuity of leadership and succession. The following standing committees are established:
– Membership. This committee develops and implements a comprehensive plan for recruiting and retention of members and conducts activities to support those efforts.
– Public Image. This committee develops and implements a plan to provide the public with information about Rotary and to promote the club’s service projects and activities.
– Club Administration. This committee conducts activities associated with the effective operation of the club.
– Service Projects. This committee develops and implements educational, humanitarian, and vocational projects that address the needs of our community and communities in other countries.
– Rotary Foundation. This committee develops and implements plans to support The Rotary Foundation (TRF) through financial contributions and RI program participation. This Committee and the Rotary Foundation sub-committee shall be chaired by a member who is familiar with TRF and has contributed to TRF. (20)
Section 3 – Sub-committees may be appointed as needed to conduct club activities. These committees will normally be placed under the supervision of one of the chairs of the standing committees described in Section 2, above. Each of these committees will include a vice-chair or co-chair as set forth in Article VIII, Section 2, above. The president-elect will identify no later than April 1 before assuming office as president the sub-committees to be in effect during his/her year and the standing committee that will supervise each sub-committee’s activities. The president-elect may establish committees that will report directly to the president or board. With the assistance of the Club Administration Chair, the list of committees will be distributed to the membership to afford them the opportunity to express their interests in serving on specific committees. (17-20)
Section 4 – The president shall be an ex officio member of all committees and, as such, shall have the privileges of membership thereon.
Section 5 – Each committee shall transact its business as delegated to it in these bylaws and such additional business as may be referred to it by the president or the board. If an action by a Committee is outside the scope of the committee’s obligations set forth above, such committees shall not take action until a report has been made and approved by the board. (20)
Section 6 – Each chair shall be responsible for regular meetings and/or activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the board on all committee activities. The chairs of the five committees described in Section 2, above are not voting members on the board of directors unless they have been elected or appointed to the board as described in Article II.
Article IX Duties of Committees (06-14-17)
Section 1 – The duties of all committees shall be established and reviewed by the president for his/her year. In declaring those duties, the President should insure that appropriate information concerning the five Avenues of Service (Article 6, Club Constitution) are included in each appropriate committees’ responsibilities (e.g., the Service Projects committee will consider vocational service, community service, youth service, and international service when developing plans for the year). The President-elect will insure that any changes to the existing club committee structure, descriptions maintained on the club website, and committee goals for the new year are made available to committee chairs no later than April 1 before the new Rotary year and the website content is updated during the first week of July.
Section 2 – Each committee shall have a specific mandate, clearly defined goals, requested budget, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the president-elect to provide the necessary leadership to prepare recommendations for club committees, mandates, goals, and plans for presentation to the board in advance of the commencement of his/her year in office. This will normally be accomplished during joint board meetings of the current and incoming boards conducted prior to July 1 of each year. An approved budget for the new Rotary year must be approved by the new Board no later than the end of July.
Article X Leave of Absence/Excusal/Attendance (02-11-14-17)
The provisions of this Article X modify the provisions of Articles 10 and 13 of the AHRC Standard Club Constitution as authorized by Article 7 and 13 of that Constitution. (20)
Section 1 -Upon application to the board, 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 specified length of time not to exceed one year. The Board may approve extensions for a leave of absence in up to yearly increments. A leave of absence for more than one year may be granted for medical reasons. A leave of absence does operate to prevent forfeiture of membership. It does not operate to give the club credit for a member’s attendance and it does not relieve the individual of the responsibility to pay dues or other financial obligations. However, if a member on excused absence attends a regular meeting of this or some other club or makes up absences in any way as outlined in the Alamo Heights Rotary Club Constitution or other policy or procedure documents, the AHRC and the individual may be granted appropriate attendance credit.
Section 2 – Rotarians excused from attendance under the 85-year rule are not considered as being on a leave of absence and their attendance will be counted as described in Article 10 Section 6 of the Alamo Heights Rotary Club Constitution. At their request, Alamo Heights Rotary Club active members may request excusal from minimum attendance requirements from the Board if their age plus years of service as a Rotarian total 85. Approval for excusal from attendance under the 85-year rule does not exempt the member from being responsible from paying their dues. (02-11-14-17-20)
Section 3 – Pending approval by the Board at their next regularly scheduled Board meeting, the President may approve an excuse to miss one or more meetings. (17)
Section 4 – Minimum Attendance. The minimum attendance requirements described in section 4, Article 13, of the AHRC Constitution will apply as modified by Article X these Bylaws.(20)
1-The AHRC Board may approve in up to 12 month increments that specific individuals, recommended by a committee made up of the President, Rotarian Secretary, Membership Committee Chair and Attendance Committee Chair (and others as determined by the President), are pre-approved as meeting minimum attendance without the need to request approval for make ups for individual activities performed during that time period even if the actual total time would not meet the normal minimum requirements. These Board approvals will be reviewed prior to the end of each authorized period to determine if they are to be renewed. This process is not meant to permit the elimination of minimum attendance for all club members, but to provide a simple process to maintain active membership status for a limited number of individuals who provide a valuable service to the club but have difficulty in accomplishing or documenting normal routine attendance minimums. (17-20)
2- For individuals who ARE NOT attempting to maintain a Perfect Attendance record: In any 12 month period any combination of: (1) A minimum of 24 meetings (or make ups) OR (2) 24 hours of approved club project, event, or activity participation OR (3) a combination of either will meet minimum attendance. For purposes of meeting minimum attendance rules, these makeups or alternatives do not have to be accomplished within a 2 week before or after a missed meeting time frame. The hour(s) of project, event, or activity participation does NOT need to be within any time frame related to any missed meeting. The AHRC will maintain a detailed description of authorized makeups and alternative activities on its website.(20)
Section 5 – Members excused from attendance under any excused attendance rule are still encouraged to attend as many regular meetings and club activities as they are able to attend. (17)
Article XI Finances
Section 1 – The treasurer shall deposit all funds of the club in some bank to be named by the board.
Section 2 – All bills shall be paid only by checks signed by the treasurer or other individual(s) authorized by the Board of Directors based on vouchers signed by authorized club members (normally the committee chairpersons of the major standing committees in Article VIII) for those areas of expenditure they have been given responsibility and for budget items previously approved by the Board. The Executive Secretary or President may sign vouchers for miscellaneous expenses not within the area of responsibility of other club members. An informal review by qualified persons shall be made once each year of all the club’s financial transactions and the results reported to Club members by the 4th quarter of the calendar year. (02-06-14-17-20)
Section 3 – The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members’ dues shall be divided into two semiannual periods extending from July 1st to December 31st, and from January 1st to June 30th. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st January 1st 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 4 – At the beginning of each fiscal year the board shall prepare and approve no later than the end of July 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. (17)
Article XII Method of Electing Members
Section 1. The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, through the Executive Secretary. A transferring or former member of another club may be proposed to active membership by the former club. (14)
Section 2. The board shall ensure that the proposal meets the classification (does not apply to Honorary members) and membership requirements of the club constitution. Additionally, the election of honorary membership will be used solely as a distinction for meritorious service in furtherance of Rotary ideals and will be conferred only in exceptional circumstances. The Board will specify the term the honorary membership is valid (date or event). Only individuals meeting the following criteria may be considered for honorary membership in this club:
- Outstanding individuals who for professional, business, or other circumstance cannot accept active membership in this club.
- Outstanding Alamo Heights Rotarians who for health/financial circumstance cannot continue active membership.
Section 3. The board shall approve or disapprove the proposal and shall notify the proposer, through the Executive Secretary, of its decision.
Section 4. 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 application form and to permit his or her name and proposed classification (only for active members) to be published to the club.
Section 5. If no written objection to the proposal, stating reasons, is received by the board from any active member of the club within seven days following publication of information about the prospective member, that person, upon payment of the admission fee (if active membership), as prescribed by these bylaws, shall be considered to be elected to membership on the eighth day following publication. If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if active membership), shall be considered to be elected to membership. Additionally, if the individual is a prior Rotarian, the documentation from his/her former club must be received as described in Article 4 of the Bylaws of Rotary International prior to being accepted as a member. (11-17-20)
Section 6. Following the election, the Membership Committee Chair shall arrange for the induction of the new member, arrange for providing new members with important information to assist in their integration in the club, and assign a member (preferably the new member’s proposer) to assist in that integration. The Executive Secretary shall report the new member to RI and District and provide appropriate literature and items for presentation at the induction, (02-17)
Section 7. All interested parties shall be informed during each step of the new member election process including the President, President-elect, Membership Committee Chair, Proposer, Treasurer, appropriate membership sub-committee chairs, and others as appropriate. (20)
Article XIII Resolutions (14)
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 Amendments
These by-laws may be amended at any regular meeting, a quorum being present, 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 with the Constitution and By-laws of Rotary International.