CONSTITUTION OF THE ROTARY CLUB OF ALAMO HEIGHTS
(Approved October 31, 2019)
Article 1 Definitions
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A director on this club’s Board.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Satellite club (when applicable): A potential club whose members shall also be
members of this club.
7. In Writing: A communication capable of documentation, regardless of the method
8. Year: The twelve-month period which begins on 1 July.
Article 2 Name
The name of this organization shall be Rotary Club of Alamo Heights (Member of
The name of any satellite of this club shall be Rotary Satellite Club of
(A satellite of Rotary Club of )
Article 3 Purposes
The purposes of this club are to:
(a) pursue the Object of Rotary;
(b) carry out successful service projects based on the five Avenues of Service;
(c) contribute to the advancement of Rotary by strengthening membership;
(d) support The Rotary Foundation; and
(e) develop leaders beyond the club level.
Article 4 Locality of the Club
The locality of this club is: the City of Alamo Heights, Texas, and the surrounding
Any satellite club of this club shall be located in this locality or the surrounding area.
Article 5 Object
The Object of Rotary is to encourage and foster the ideal of service as a basis of
worthy enterprise and, in particular, to encourage and foster:
First_._ _The development of acquaintance as an opportunity for service;
Second_. High ethical standards in business and professions, the recognition of the
worthiness of all useful occupations, and the dignifying of each Rotarian’s
occupation as an opportunity to serve society;
Third_._ _The application of the ideal of service in each Rotarian’s personal, business,
and community life;
Fourth_._ _The advancement of international understanding, goodwill, and peace
through a world fellowship of business and professional persons united in the ideal
Article 6 Five Avenues of Service
Rotary’s five Avenues of Service are the philosophical and practical framework for
the work of this Rotary club.
1. Club Service, the first Avenue of Service, involves action a member should take
within this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting
high ethical standards in businesses and professions, recognizing the
worthiness of all dignified occupations, and fostering the ideal of service in the
pursuit of all vocations. The role of members includes conducting themselves
and their businesses in accordance with Rotary’s principles and lending their
vocational skills to club-developed projects in order to address the issues and
needs of society.
3. Community Service, the third Avenue of Service, comprises varied efforts that
members make, sometimes in conjunction with others, to improve the quality
of life of those who live within this club’s locality or municipality.
4. International Service, the fourth Avenue of Service, comprises those activities
that members do to advance international understanding, goodwill, and peace
by fostering acquaintance with people of other countries, their cultures,
customs, accomplishments, aspirations, and problems, through reading and
correspondence and through cooperation in all club activities and projects
designed to help people in other lands.
5. Youth Service, the fifth Avenue of Service, recognizes the positive change
implemented by youth and young adults through leadership development
activities, involvement in community and international service projects, and
exchange programs that enrich and foster world peace and cultural
Article 7 Meetings
Section 1 — Regular Meetings_._ _
(a) Day and Time_._ _This club shall hold a regular weekly meeting on the day and
time set in the bylaws.
(b) Method of Meeting_._ _Attendance may be in person, by telephone, online, or
through an online interactive activity. An interactive meeting shall be
considered to be held on the day that the interactive activity is posted.
(c) Change of Meeting_._ _For good cause, the board may change a regular meeting
to any day between the preceding and following regular meetings, to a different
time of the regular day, or to a different place.
(d) Cancellation_._ _The board may cancel a regular meeting for these reasons:
(1) a holiday, or during a week that includes a holiday;
(2) in observance of the death of a member;
(3) an epidemic or a disaster that affects the whole community; or
(4) an armed conflict in the community.
The board may cancel up to four regular meetings a year for causes not listed here,
but may not cancel more than three consecutive meetings.
(e) Satellite Club Meeting_ (When Applicable_)_._ _If provided in the bylaws, a
satellite club shall hold regular weekly meetings at a day, time, and place
decided by its members. The day, time, and place of the meeting may be
changed in a way similar to that provided for the club’s regular meetings in
section 1(c) of this article. A satellite club meeting may be cancelled for the
reasons in section 1(d) of this article. Voting procedures shall be as provided in
(f ) Exceptions_._ _The bylaws may include provisions that are not in accordance
with this section. A club, however, must meet at least twice per month.
Section 2 — Annual Meeting_._ _
(a) An annual meeting to elect officers and present a mid-year report, including
current year income and expenses, together with a financial report on the
previous year, shall be held before 31 December, as provided in the bylaws.
(b) A satellite club shall hold an annual meeting of its members before 31
December to elect officers for the satellite club.
Section 3 — Board Meetings_._ _Within 60 days after all board meetings, written
minutes should be available to all members.
Article 8 Membership
Section 1 — _General Qualifications_._ _This club shall be composed of adult persons
who demonstrate good character, integrity, and leadership; possess good
reputation within their business, profession, and/or community; and are willing to
serve in their community and/or around the world.
Section 2 — _Types_._ _This club shall have two types of membership, active and
honorary. Clubs may create other types in accordance with section 7 of this article.
These members are reported to RI as either active or honorary.
Section 3 — Active Members_._ _A person who possesses the qualifications in article
5, section 2 of the RI constitution may be elected as an active club member.
Section 4 — Satellite Club Members_._ _Members of a satellite club of this club shall
also be members of this club until the satellite club is admitted to RI membership
as a Rotary club.
Section 5 — Prohibited Dual Membership_._ _No member shall simultaneously
(a) belong to this and another club other than a satellite of this club, or
(b) be an honorary member in this club.
Section 6 — Honorary Membership_._ _This club may elect honorary members for
terms set by the board, who shall:
(a) be exempt from paying dues;
(b) not vote;
(c) not hold any club office;
(d) not hold classifications; and
(e) be entitled to attend all meetings and enjoy all other privileges in the club, but
have no rights or privileges in any other club, except to visit without being a
Section 7 — _Exceptions_._ _The bylaws may include provisions that are not in
accordance with article 8, sections 2 and 4-6.
Article 9 Club Membership Composition
Section 1 — _General Provisions_._ _Each member shall be classified in accordance
with the member’s business, profession, occupation, or community service. The
classification shall describe the principal and recognized activity of the member’s
firm, company, or institution, the member’s principal and recognized business or
professional activity, or the nature of the member’s community service activity.
The board may adjust a member’s classification if the member changes positions,
professions, or occupations.
Section 2 — _Diverse Club Membership_._ _This club’s membership should represent
a cross section of the businesses, professions, occupations, and civic organizations
in its community, including age, gender, and
Article 10 Attendance
Section 1 — _General Provisions_._ _Each member should attend this club’s regular
meetings, or its satellite club’s regular meetings, and engage in this club’s service
projects, events, and other activities. A member shall be counted as attending a
regular meeting if the member:
(a) is present in person, by telephone, or online for at least 60 percent of the
(b) is present but called away unexpectedly and later presents to the board
satisfactory evidence that leaving was reasonable;
(c) participates in the regular online meeting or interactive activity posted on the
club’s website within one week after its posting; or
(d) makes up the absence in any of the following ways within the same year:
(1) attends at least 60 percent of the regular meeting of another club, a provisional
club, or a satellite of another club;
(2) is present at the time and place of a regular meeting or satellite club meeting of
another club for the purpose of attending, but that club is not meeting at that
time or place;
(3) attends and participates in a club service project or a club-sponsored
community event or meeting authorized by the board;
(4) attends a board meeting or, if authorized by the board, a meeting of a service
committee to which the member is assigned;
(5) participates through a club website in an online meeting or interactive activity;
(6) attends a regular meeting of a Rotaract or Interact club, Rotary Community
Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club, Rotary
Community Corps, or Rotary Fellowship; or
(7) attends an RI convention, a council on legislation, an international assembly, a
Rotary institute, any meeting convened with the approval of the RI board of
directors or the RI president, a multizone conference, a meeting of an RI
committee, a district conference, a district training assembly, any district
meeting held at the direction of the RI board, any district committee meeting
held by direction of the governor, or a regularly announced intercity meeting of
Section 2 — _Extended Absence While_Working at a Distance_._ _If a member works
on a distant assignment for an extended period of time, attendance at the meetings
of a designated club at the site of the assignment replaces attendance at the
regular meetings of the member’s club, if the two clubs agree.
Section 3 — _Absence Because of Other Rotary Activities._ _An absence does not
require a make-up if, at the time of the meeting, the member is:
(a) traveling with reasonable directness to or from one of the meetings specified in
(b) serving as an officer or member of an RI committee or as a TRF trustee;
(c) serving as the special representative of the governor in forming a new club;
(d) on Rotary business in the employ of RI;
(e) directly and actively engaged in a district-sponsored, RI-sponsored, or TRFsponsored
service project in remote area, where making up attendance is
(f ) engaged in Rotary business duly authorized by the board, which precludes
attendance at the meeting.
Section 4 — RI Officer”s_Absences_._ _An absence shall be excused if the member is a
current RI officer or a Rotarian partner of a current RI officer.
Section 5 — _Excused Absences_._ _A member’s absence shall be excused if:
(a) The board approves it for reasons, conditions, and circumstances it considers
good and sufficient. Such excused absences shall not last longer than 12 months.
However, if a leave is taken for medical reasons, follows the birth or adoption of
a child, or takes place during foster care of a child, the board may extend it
beyond the original 12 months.
(b) The sum of the member’s age and years of membership in one or more clubs is
85 years or more, the member has been a Rotarian for at least 20 years, the
member has notified the club secretary in writing of a desire to be excused
from attendance, and the board has approved.
Section 6 — Attendance Records_._ _When a member whose absences are excused
under subsection 5(a) of this article does not attend a club meeting, the member
and the absence shall not be included in the attendance records. If a member
whose absences are excused under section 4 or subsection 5(b) of this article
attends a club meeting, the member and the attendance shall be included in this
club’s membership and attendance figures.
Section 7 — _Exceptions_._ _The bylaws may include provisions not in accordance
with article 10.
Article 11 Directors and Officers and Committees
Section 1 — _Governing Body_._ _The governing body of this club is the board, as
provided in the bylaws.
Section 2 — Authority_._ _The board has general control over all officers and
committees and, for good cause, may declare any office vacant.
Section 3 — Board Action Final_._ _In all club matters, the decision of the board is
final, subject only to an appeal to the club. However, when the board decides to
terminate membership, the member, according to article 13, section 6, may appeal
to the club, request mediation, or request arbitration. An appeal to reverse a board
decision requires a two-thirds vote of the members present at a regular meeting
specified by the board, provided that a quorum is present and the secretary has
given notice of the appeal to each member at least five days before the meeting.
The club’s action on an appeal is final.
Section 4 — _Officers_._ _The club officers shall be a president, the immediate past
president, a president-elect, a secretary, and a treasurer and may also include one
or more vice-presidents, all of whom shall be members of the board. The club
officers may also include a sergeant-at-arms, who may be a member of the board,
if the bylaws provide. Each officer and director shall be a member in good standing
of this club. Club officers shall regularly attend satellite club meetings.
Section 5 — Election of Officers_._ _
(a) Terms of Officers other than President_._ _Each officer shall be elected as
provided in the bylaws. Except for the president, each officer takes office on 1
July immediately following election and serves for the term of office or until a
successor is elected and qualified.
(b) Term of President_._ _A president-nominee shall be elected as provided in the
bylaws, at least 18 months but not more than two years before the day of taking
office as president. The nominee becomes president-elect on 1 July in the year
before taking office as president. The president takes office on 1 July and serves
a period of one year. When a successor is not elected, the current president’s
term is extended for up to one year.
(c) Qualifications of President_._ _A candidate for president must be a member of
this club for at least one year before being nominated, unless the governor
determines that less than a full year satisfies this requirement. The presidentelect
shall attend the presidents-elect training seminar and the training
assembly unless excused by the governor-elect. If excused, the president-elect
shall send a club representative. If the president-elect does not attend the
presidents-elect training seminar and the training assembly and has not been
excused by the governor-elect or, if excused, does not send a club
representative to these meetings, the president-elect shall not serve as club
president. The current president then shall continue to serve until the election
of a successor who has attended a presidents-elect training seminar and
training assembly or training deemed sufficient by the governor-elect.
Section 6 — _Governance of a Satellite Club of this Club_._ _
(a) Satellite Club Oversight _This club shall provide general oversight and support
of a satellite club as deemed appropriate by the board.
(b) Satellite Club Board_._ _For day-to-day governance, a satellite club shall have an
annually elected board, drawn from its members and comprising the officers of
the satellite club and four to six other members as the bylaws shall provide. The
highest officer of the satellite club shall be the chair, and other officers shall be
the immediate past chair, the chair-elect, the secretary, and the treasurer. The
satellite board shall be responsible for the day-to-day organization and
management of the satellite club and its activities, in accordance with Rotary
rules, requirements, policies, aims, and objectives, under the guidance of this
club. It shall have no authority within, or over, this club.
(c) Satellite Club Reporting Procedure_._ _A satellite club shall annually submit to
the president and board of this club a report on its membership, activities, and
programs, accompanied by a financial statement and audited or reviewed
accounts, for inclusion in this club’s reports for its annual general meeting and
any other reports that may, from time to time, be required by this club.
Section 7 — _Committees_._ _This club should have the following committees:
(a) Club Administration;
(c) Public Image;
(d) Rotary Foundation; and
(e) Service Projects.
The board or president may appoint additional committees as needed.
Article 12 Dues
Every member shall pay annual dues as prescribed in the bylaws.
Article 13 Duration of Membership
Section 1 — Period_._ _Membership shall continue during the existence of this club
unless terminated as provided below.
Section 2 — _Automatic Termination_._ _
(a) Exceptions_._ _Membership shall automatically terminate when a member no
longer meets the membership qualifications, except that when a member
moves from the locality of this club or the surrounding area, but continues to
meet all conditions of club membership, the board may:
(1) allow a member to remain in this club; or
(2) grant a special leave of absence, not to exceed one year, to enable the member
to visit and become known to a club in the new community.
(b) Rejoining_._ _When a member in good standing has their membership
terminated as described in subsection (a), that person may apply for
membership again, under the same or another business, profession, occupation,
community service, or other classification.
(c) Termination of Honorary membership_._ _Honorary membership shall
automatically terminate at the end of the term of membership set by the board,
unless extended. The board may revoke an honorary membership at any time.
Section 3 — _Termination_ Non-payment of Dues_._ _
(a) Process_._ _Any member who fails to pay dues within 30 days after they are due
shall be notified in writing by the secretary. If the dues are not paid within 10
days after the notification, the board may terminate membership, at its
(b) Reinstatement _The board may reinstate the former member to membership if
the former member requests and pays all debts to this club.
Section 4 — Termination Non-attendance_._ _
(a) Attendance Percentages_._ _A member must:
(1) attend or make up at least 50 percent of regular club meetings or satellite club
meetings; engage in club projects, events, and other activities for at least 12
hours in each half of the year; or achieve a proportionate combination of both;
(2) attend at least 30 percent of this club’s regular meetings or satellite club
meetings or engage in club projects, events, and other activities in each half of
the year (assistant governors, as defined by the RI board of directors, shall be
excused from this requirement).
A member who fails to attend as required may be terminated unless the board
consents to the non-attendance for good cause.
(b) Consecutive Absences_._ _Non-attendance may be considered a request to
terminate membership in this club, if a member fails to attend or make up four
consecutive regular meetings, unless otherwise excused by the board for good
and sufficient reason or pursuant to article 10, sections 4 or 5. After the board
notifies the member, the board, by a majority vote, may terminate the
(c) Exceptions_._ _The bylaws may include provisions not in accordance with article
13, section 4.
Section 5 — Termination_ _— _Other Causes_._ _
(a) Good Cause_._ _The board may terminate the membership of any member who
ceases to have the qualifications for club membership or for any good cause by
a vote of at least two-thirds of the board members present and voting, at a
meeting called for that purpose. The guiding principles for this meeting shall be
article 8, section 1; The Four-Way Test; and the high ethical standards of a
(b) Notice_._ _Before the board acts under subsection (a) of this section, the
member shall be given at least 10 days’ written notice and an opportunity to
respond in writing to the board. Notice shall be delivered in person or by
registered letter to the member’s last known address. The member has the
right to appear before the board to state his or her case.
Section 6 — _Right to Appeal_,_ _Mediate or Arbitrate_ _Termination_._ _
(a) Notice_._ _Within seven days after the board’s decision to terminate or suspend
membership, the secretary shall notify the member in writing. Within 14 days
after the notice, the member may give written notice to the secretary of an
appeal to the club or a request for mediation or arbitration. The procedure for
mediation or arbitration is provided in article 17.
(b) Appeal_._ _In the event of an appeal, the board shall set a date for the hearing at
a regular club meeting held within 21 days after receipt of the notice of appeal.
At least five days’ written notice of the meeting and its special business shall be
given to every member. Only members shall be present when the appeal is
heard. The action of the club is final and binding on all parties and shall not be
subject to arbitration.
Section 7 — _Board Action Final_._ _Board action shall be final if no appeal to this
club is taken and no arbitration is requested.
Section 8 — _Resignation_._ _A member’s resignation from this club shall be in
writing, addressed to the president or secretary. The board shall accept the
resignation unless the member owes debt to this club.
Section 9 — Forfeiture of Property Interest _Any person whose club membership is
terminated in any manner shall forfeit all interest in any funds or other property
of this club if, under local laws, the member acquired any right to them upon
joining the club.
Section 10 — Temporary Suspension_._ _Notwithstanding any provision of this
constitution, if in the opinion of the board
(a) credible accusations are made that a member has refused or neglected to
comply with this constitution, or is guilty of conduct unbecoming a member or
harmful to the club; and
(b) those accusations, if proved, constitute good cause for terminating the
membership of the member; and
(c) no action should be taken on the membership of the member, pending the
outcome of a matter or an event that the board believes should properly occur
(d) it is in the best interests of the club to temporarily suspend the member
without a vote on the member’s membership and to exclude the member from
attendance at meetings and other club activities and from any club office or
position; the board may, by at least a two-thirds vote, temporarily suspend the
member for a reasonable period up to 90 days and with any other conditions
the board sets. A suspended member may appeal the suspension or may
request mediation or arbitration as provided in section 6 of this article. During
the suspension, the member shall be excused from attendance requirements.
Before the suspension ends, the board must either move to terminate the
suspended Rotarian or reinstate the Rotarian to full regular status.
Article 14 Community, National, and International Affairs
Section 1 — Proper Subjects_._ _Any public question involving the welfare of the
community, the nation, and the world is a proper subject of fair and informed
discussion at a club meeting. However, this club shall not express an opinion on
any pending controversial public measure.
Section 2 — _No Endorsements_._ _This club shall not endorse or recommend any
candidate for public office and shall not discuss at any club meeting the merits or
demerits of any such candidate.
Section 3 — Non-Political _
(a) Resolutions and Opinions_._ _This club shall neither adopt nor circulate
resolutions or opinions and shall not take action dealing with world affairs or
international policies of a political nature.
(b) Appeals_._ _This club shall not direct appeals to clubs, peoples, or governments,
or circulate letters, speeches, or proposed plans for the solution of specific
international problems of a political nature.
Section 4 — _Recognizing Rotary’s Beginnings_._ _The week of the anniversary of
Rotary’s founding, 23 February, is World Understanding and Peace Week. During
this week, this club will celebrate Rotary service, reflect upon past achievements,
and focus on programs of peace, understanding, and goodwill in the community
and throughout the world.
Article 15 Rotary Magazines
Section 1 — Mandatory Subscription_._ _Unless this club is excused by the RI board
of directors, each member shall subscribe to an official magazine. Two Rotarians
who reside at the same address may subscribe jointly to an official magazine. The
subscription fee shall be paid on the dates set by the board for the payment of per
capita dues for the duration of membership in this club.
Section 2 — _Subscription Collection_._ _The subscription fee shall be collected by
this club from each member in advance and remitted to RI or to the office of a
regional publication as determined by the RI board of directors.
Article 16 Acceptance of Object and Compliance with Constitution and Bylaws
By paying dues, a member accepts the principles of Rotary expressed in its object
and agrees to comply with and be bound by the club constitution and bylaws. On
these conditions alone is a member entitled to the privileges of this club. Each
member shall be subject to the terms of the club constitution and bylaws whether or
not the member has received copies of them.
Article 17 Arbitration and Mediation
Section 1 — _Disputes_._ _Any dispute between any current or former member(s)
and this club, any club officer, or the board, except a decision of the board, shall,
upon a request to the secretary by any disputant, be resolved by either mediation
Section 2 — _Date for Mediation or Arbitration_._ _Within 21 days after receipt of
the request, the board shall, in consultation with the disputants, set a date for the
mediation or arbitration.
Section 3 — _Mediation_._ _The procedure for mediation shall be
(a) recognized by an appropriate authority with national or state jurisdiction; or
(b) recommended by a competent professional body whose recognized expertise
covers alternative dispute resolution; or
(c) recommended in documented guidelines determined by the RI board or TRF
Only Rotarians may be mediators. The club may ask the governor or the governor’s
representative to appoint a mediator with appropriate mediation skills and
(a) Mediation Outcomes_._ _The outcomes or decisions agreed to by the disputants
after mediation shall be recorded and copies given to each party, the mediator
or mediators, and the board. A summary statement acceptable to the parties
shall be prepared for the information of the club. Any disputant, through the
president or secretary, may call for further mediation if a party has retracted
significantly from the mediated position.
(b) Unsuccessful Mediation_._ _If mediation is requested but is unsuccessful, any
disputant may request arbitration, as provided in section 1 of this article
Section 4 — Arbitration_._ _In the event of a request for arbitration, each disputant
shall appoint a Rotarian as an arbitrator and the arbitrators shall appoint a
Rotarian as an umpire.
Section 5 — Decision of Arbitrators or Umpire_._ _The decision reached by the
arbitrators or, if they disagree, by the umpire shall be final and binding on all
parties and not be subject to appeal.
Article 18 Bylaws
This club shall adopt bylaws that are consistent with the RI constitution and bylaws,
with the rules of procedure for an administrative territorial unit, where established
by RI, and with this constitution, to give additional provisions for the government of
this club. The bylaws may be amended as they provide.
Article 19 Amendments
Section 1 — Manner of Amending_._ _Except as provided in section 2 of this article,
this constitution may be amended only by a majority vote of those voting at the
council on legislation.
Section 2 — Amending Article 2 and Article 4_._ _Article 2, Name, and article 4,
Locality of the Club, may be amended at any regular club meeting, if a quorum is
present, by at least a two-thirds vote of all voting members. Notice of the proposed
amendment shall be given to each member and the governor at least 21 days before
the meeting. The amendment shall be submitted to the RI board of directors and
becomes effective only when approved. The governor may offer an opinion to the RI
board of directors about the proposed amendment.