Constitution – Alamo Heights Rotary

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

of transmission.

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

Rotary International)

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;

(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

area.

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

of service.

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

understanding.

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.

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

the bylaws.

(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;

(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

Rotarian’s guest.

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

ethnic diversity.

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

meeting;

(b) is present but called away unexpectedly and later presents to the board

satisfactory evidence that leaving was reasonable;

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

clubs.

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

sub-subsection (1)(d)(7);

(b) serving as an officer or member of an RI committee or as a TRF trustee;

(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

impossible; or

(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.

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.

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;

(b) Membership;

(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.

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

discretion.

(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;

and

(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

member’s membership.

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

Rotarian.

(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

outcome of a matter or an event that the board believes should properly occur

first; and

(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

or arbitration.

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

Trustees.

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

experience.

(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.