Section 1 — * [Governing Body. The affairs of the club shall be managed by the board of directors, consisting of the following officers of the club: the president, the immediate past president, the president-elect, the secretary, the treasurer], together with the following directors: Director of Membership, Director of Foundation, and one director at large. Each director shall be a member in good standing of the club. Each director, including the president, is entitled to one vote at meetings, and where a member is fulfilling the duties of more than one position on the board, they are entitled to only one vote. They may exercise all such powers and do all such acts and things as may be exercised or done by the club that are not by these bylaws or any special resolution of the club or by statute expressly directed or required to be done in some other manner. The number of directors of the club may be determined from time to time by special resolution of the club and shall not be fewer than seven.
* Section 2 — Authority. The board has general control over all officers, committees, and other organizational units 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 16, Section 6, may appeal to the club. An appeal to reverse a board decision requires a special resolution of the club at a meeting specified by the board, provided that the secretary has given notice of the appeal to each member at least ten days before the meeting. The club’s action on an appeal is final.
Section 4 — Planning. The board will lead the club each year in revising its vision and strategic plans and will ensure that each committee provides the club with its own strategic plans.
* Section 5 — Election of Officers.
Terms of Officers other than President. Each officer shall be elected at the Annual General Meeting. Except for the president, each officer takes office on 1 July immediately following election and serves for the term of office of two years or until a successor is elected and qualified.
Term of President. A president-nominee shall be elected at the Annual General Meeting. 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.
Qualifications of President. A candidate for president must be a member of this club for at least one year before being nominated, unless the district governor determines that a member of less than a full year may qualify. The president-elect 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 — Duties of Officers
The president shall be the chief executive officer of the Corporation unless otherwise determined by special resolution of the Corporation or resolution of the board of directors. The President or their delegate shall preside at all meetings of the club and board.
The immediate past-president serves as a director on the club board, chairs the nominations committee, and oversees succession planning for the club.
The president-elect, in preparing for their year in office, serves as director of service projects. They act as president whenever the president is unavailable or otherwise unable to fulful their duties.
A director attends club and board meetings.
The secretary keeps membership records and prepares agendas, minutes, and other documents for the board and for the annual general meeting. The secretary maintains records of club governance and operation in a form and location accessible to all members.
The treasurer oversees all funds and provides an accounting of them.
The member at large participates fully in board deliberations. The position is designed as an opportunity to prepare for other areas of leadership.
Section 7 — Quorum. The number of directors which shall form a quorum for the transaction of business shall be a simple majority of the directors. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors.
* Section 8 — Governance of a Satellite Club of This Club.
Satellite Club Oversight. This club shall provide general oversight and support of a satellite club as deemed appropriate by the board.
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.
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.
Adopted June 10, 2025
