Club Bylaws

Bylaws of The Rotary Club of San Miguel de Allende -Midday, San Miguel de Allende, Guanajuato, Mexico

Section 1- The governing body of this club shall be the Board consisting of the following members: President, 3 Vice-Presidents, President-Elect, Secretary, Treasurer, and the immediate past President. During the 2007-2008 Rotary year, there shall be TWO (2) Directors at Large who have been elected in accordance with Article III, Section 1, of the Bylaws in effect at that time. The total number of Board members will be TEN (10)

Section 2- In no case can one individual occupy more than two Board positions. Should any individual hold two positions, he/she will only be entitled to one vote.

Section 3- As of July 1, 2008, and for the Rotary year of 2008-09, only one Director-at-Large will continue on the Board—the other’s term having expired. There will thus be NINE members on the Board.

After July 1, 2009, with the expiration of the term of the other Director-at-Large, there shall be EIGHT members of the Board.

Section 4- At all meetings of the Board, minutes will be taken, and will be made available in printed form within one week of the meeting to the general membership.

Section 1 – At the first meeting in November of each year, the presiding officer shall ask for nominations by members of the Club for the positions of 1st Vice President, 2nd Vice President, 3rd Vice President, Secretary, Treasurer and President-Nominee. The nominations shall be presented by a nominating committee and may also be presented by members from the floor. Note: the current President-elect automatically becomes the new President on 1 July of the following year.

The nominating committee shall consist of the current Club President, the President-Elect and each past President of this Club who remains a member in good standing. The committee shall select its own chair. Nominations shall remain open through month of November, after which, nominations shall automatically close. Both the nominating committee and any member making nominations from the floor shall determine in advance the candidates’ ability, qualifications, and willingness to serve. All nominations shall be e-mailed to members weekly and shall be placed on display during club meetings under each office until the annual meeting.

Section 2 - The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting during the first meeting in December of each year. The candidates for President-nominee, 1st Vice-President, 2nd Vice-President, 3rd Vice-President, Secretary, and Treasurer receiving a plurality of the votes shall be declared elected to their respective offices. The candidate for President-nominee elected in such balloting shall become the President-Elect for the year commencing July 1st next following the election, and shall assume office as President on July 1st immediately following that year. At the discretion of the Board, there may be appointed (by the Board) such additional “Assistant” Officers as they deem appropriate. “Assistant” Officers shall not be members of the Board.

Section 3 – A vacancy on the Board or any office shall be filled by action of the remaining Board members.

Section 4 – A vacancy in the position of any Officer-elect or Director-elect shall be filled by action of the remaining Directors-elect.

Section 1 – President. It shall be the duty of the President to preside at meetings of the club and the Board and to perform other duties as ordinarily pertains to the office of President. The President (or the Presiding Officer) shall not be a voting member of the Board, except to break a tie. He/she must have a minimum of two years’ Rotary experience in this or any other Rotary Club, as of the beginning of his/her term of office as President.

Section 2 – President-Elect - It shall be the duty of the President-elect to perform such other duties as may be prescribed by the President or the Board. Prior to taking office as President, he/she will be expected to attend the PETS training conference.

Section 3 – 1st Vice-President - It shall be the duty of the 1st Vice-President to serve as the Chairperson of the Community Projects Committee (Community Service and Vocational Service) and to perform all duties connected with that position. He/she shall report directly to the President regarding his Committee’s activities and shall report to the membership on a regular basis. He/she shall preside at meetings of the Club and/or the Board in the absence of the President.

2nd Vice President – It shall be the duty of the 2nd Vice-President to serve as the Chairperson of the International Service Committee (which shall include the Rotary Foundation and District Relations). Whenever possible, this officer shall be fluent in both English and Spanish. He/she shall report directly to the President regarding his/her Committee’s activities and shall provide a report to the membership on a regular basis. In the absence of both the President and 1st Vice President, he/she will preside at meetings of the Club and/or the Board.

3rd Vice President – It shall be the duty of the 3rd Vice President to serve as the Chairperson of the Club Service Committee. He/she shall report directly to the President regarding his/her Committee’s activities and shall provide a report to the membership on a regular basis. In the absence of the President and the 1st and 2nd Vice Presidents, he/she will preside at meetings of the Club and/or the Board.

Section 4 – Secretary - It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of club, Board and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, and prorated reports on 1 October and 1 April of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period, report changes in membership; provide the monthly attendance report, which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary. The Secretary may not serve more than three successive terms.

Section 5 – Treasurer - It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the club annually and shall provide a printed report to the Board monthly, and to perform other duties as pertains 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. The Treasurer may not serve more than three successive terms.

The Treasurer must notify all members of deadlines for dues payment by June 15th and December 15th of each fiscal year. A reminder notice should also be sent on June 30th and December 30th to those who have not yet paid.

Financial records shall be kept so as to clearly indicate that all gifts, fundraising (net) proceeds, and all meeting revenues shall be used exclusively for the direct costs of local community projects and international service projects. Dues, initiation fees, and investment income shall be used for administrative and operational costs of the club, and surpluses may also be used for project costs.

Section 6 – Sergeant-at-Arms - The duties of the Sergeant-at-Arms will be to maintain an orderly procedure at the meetings, as well as to work to prevent any occurrence that might detract from the dignity or prestige of the Club, and any other duties as may be prescribed by the President.

Section 7 – Board members must have computer capabilities and must have an e-mail account which is actively available and used for club communications.

Section 1 – Annual Meeting. An annual meeting of this Club shall be held on the regular meeting day during the first week of December in each year, at which time the election of Officers and Directors to serve for the ensuing year shall take place.

Section 2 – Weekly Meetings - The regular weekly meetings of this club shall be held on each Tuesday at 12:30PM, at the Villa Jacaranda or any other pre-designated venue. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. No smoking is allowed at club, Board, or committee meetings. All members (except honorary members or members excused pursuant to Article 8, Sections 3 and 4 of the standard Rotary club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present at the entire regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, Article 8, Sections 1 and 2.

Section 3 – Quorum - One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 4 – Regular Board Meetings. Regular meetings of the Board shall be held once per month, on such day as may be prescribed by said board and at a time and place to be announced with a minimum of one-week notice - in advance. At that time, the presiding officer will post the tentative agenda. Board members who are unable to attend a Board meeting may participate in the discussion and votes by utilizing teleconferencing methods or computer voice communications. The absent Board member will be responsible for any cost involved.

Voting Board members who are unable to attend the Board meetings do not constitute the quorum necessary to hold the meeting.

Section 5 – Special Board Meetings Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) Board members, due notice having been given.

Section 6 – Informal Board Decisions - The Board may transact business without meeting together by unanimous written (via internet) consent of all Board members. A full record of all dated communications must be maintained and included in the Minutes of the following Board meeting.

Section 7 – Minutes - Minutes shall be taken at all Board meetings (regular, informal, and special) and shall be presented in printed form to the membership within one week of the meeting.

Section 8 – Board Quorum - A majority of the Board members shall constitute a quorum of the Board.

Section 9 –Transparency - All members of the Club in good standing are welcome to attend Board meetings, and may with prior approval of the President, be allowed to speak.

Section 10 – Procedures of the Meetings - Procedures of the Board, when in question, shall be governed by Roberts’ Rules of Order. The Secretary, unless another Board member is designated by the President, shall act as Parliamentarian for any Board meeting and shall keep a copy of these Bylaws and Roberts’ Rules of Order available at all times.

The registration fee shall be $ 50 US to be paid before the applicant can qualify as a member, except that any transferring or former member of another Rotary club, who is accepted into membership of this club, shall not be required to pay a second registration fee.

Section 2 – Dues - The membership dues shall be $2000.00 Mexican pesos per annum, payable semiannually on the first day of July and of January, with the understanding that a portion of each semiannual payment shall be applied to each member’s subscription to the RI official magazine.

Section 1 – Method of voting - The business of this club shall be transacted by viva voce* vote except the election of Officers and Directors or appeals of Board decisions, which shall be by ballot. No proxy voting is allowed. *Note: Viva voce vote is defined as when club voting is conducted by vocal assent.

Section 2 – Annual Meeting - For election of Officers and Directors, all ballots shall be delivered to the Secretary before the end of the annual meeting. For members not attending the annual meeting (only), absentee ballots may be delivered to the Secretary by mail or by electronic mail, with the name of the voting member disclosed (for control purposes only), and must be delivered by 11:59 PM local time on the day immediately preceding the Annual Meeting. In case of a voting tie for any position, there shall be a “drawing of straws” conducted by the Board and held within 1 week thereof.

The Secretary will count ballots, and the results will be read to the membership before the end of the annual meeting.

The modified Avenues of Service are the philosophical and practical frameworks for the work of this Rotary club. They are Club Service, Community Projects (which shall include Vocational Service & Community Service), and International Service (which shall include District Relations and the Rotary Foundation). This club will be active in each of these Avenues of Service.

Club committees are charged with carrying out the annual and long-range goals of the club based on the Avenues of Service. The President-elect and the three Vice-Presidents-Elect; the President, the current Vice-Presidents, and immediate past President should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for two years to ensure consistency. The President-elect in conjunction with the appropriate Vice-President-Elect is responsible for appointing committee members to fill vacancies and conducting planning meetings prior to the start of the year in office. Standing committees should be appointed as follows:

Section 1-Club Service – The Chair of this Committee shall be the 3rd Vice-President. This committee should conduct activities associated with the effective operation of the club. Under Club Service would be:

a) Membership/Attendance - This committee should develop and implement a comprehensive plan for the recruitment and retention of members

b) Public Relations - This committee should develop and implement plans to provide the public with information about Rotary and to promote the club’s service projects and activities.

c) Training - This committee should develop and implement a comprehensive plan for the training of all members about aspects of Rotary.

d) Speakers - This committee should develop and implement a comprehensive plan to bring a balanced cross-section of interesting speakers to the Club to enhance membership.

Section 2 - International Service - The Chair of this Committee shall be the 2nd Vice-President This committee should develop and implement educational, humanitarian and vocational projects that address the needs communities in other countries. Under International Service would also be:

a) The Rotary Foundation - This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation

b) District Relations - This committee should develop and implement plans to foster relations with other Rotary Clubs in this District and with the District Administration, and to seek outgoing projects, which might utilize District and Rotary International funds.

Section 3-Community Projects - The Chair of this Committee shall be the 1st Vice-President This committee should develop and implement educational, humanitarian and vocational projects that address the needs of the general San Miguel de Allende community. This committee would be involved in working with other Rotary Clubs to seek their International Service monies for local projects, and would be involved in the administration of those funds, with proper reporting, within the guidelines as established by Rotary International.

(a) The President shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereon.

(b) Each committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been made and approved by the Board.

(c) Each Chairperson shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee and shall report to the Board on all committee activities.

The duties of all committees shall be established and reviewed by the President for his or her year. In declaring the duties of each, the President shall make reference to appropriate RI materials.

Each committee shall have a specific mandate, clearly defined goals, 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 a recommendation for club committees, mandates, goals and plans for presentation to the Board in advance of the commencement of the year as noted above.

Upon written application to the Board, a leave of absence may be granted by the Board only for sufficient medical reasons which would prevent that member from attending meetings of this Club, from makeup’s at other Rotary Clubs, and/or from e-Club makeup’s. The leave of absence would be for a period of no less than three (3) months or more than six (6) months and could be extended as necessary upon written application. The granting of a leave of absence would not excuse the payment of dues.

Section 1-Club Members - A member of the Club may resign at any time by submitting a written letter of resignation to the Secretary. Such letter should include an effective date and reason for resignation.

A member of the Club, in the absence of a formal resignation letter, will be considered “resigned” if a formal request from the Club Treasurer for semi-annual dues goes unheeded past January 15th or July 15th.

A member of the Club will also be considered “resigned” if he/she absent from 4 or more consecutive general membership meetings and fails to respond to any contact from the Club Secretary.

A member of the Club, who fails to attend 50 % of the Club meetings (or other substitute activities), shall be issued a formal warning notice by the Club Secretary, also indicating that he/she is no longer a Member in Good Standing. During a subsequent probationary period (of 2 months), the individual will be expected to attend a minimum of 50% of regular meetings unless the President gives prior excuse. Failure to meet those attendance requirements shall then result in automatic termination of membership in the Club.

Section 2- Board Members - If a member of the Board of Directors has three (3) consecutive unexcused absences from scheduled meetings of the Board of Directors then the absent member's position on the Board of Directors is automatically declared vacant. The vacancy is then filled according to these By-laws. An unexcused absence is one in which a member does not show up at a meeting, and fails to give prior notice that he/she will be unable to attend said meeting.

Section 1 – Budget. Prior to the beginning of each fiscal year, the Board-Elect shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.

Section 2 – Accounts. At the direction of the Board, the Treasurer shall cause to be open a bank account requiring at least two signatures of Officers or Directors to withdraw funds The treasurer shall deposit all club funds in this bank. The club funds shall be divided into two separate parts: club operations and service projects.

Section 3 – Bills. All bills shall be paid by the treasurer or other authorized Officer only when approved in writing by two other Officers or Directors. This shall pertain also to Petty Cash disbursements.

Section 4 – Audit. A thorough review of all financial transactions by a qualified person shall be made once each year at the end of the fiscal year, and upon the termination of the Treasurer’s position, for whatever reason.

Section 5 – Bond. Officers having charge or control of club funds shall give bond, if available, if required by the Board for the safe custody of the funds of the club, cost of bond to be borne by the club.

Section 6 – Fiscal Year. The fiscal year of this club shall extend from 1 July to 30 June, and for the collection of members' dues shall be divided into two (2) semiannual periods extending from 1 July to 31 December, and from 1 January to 30 June. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.

Section 1 – The name of a prospective member, proposed by an active member (the Sponsor) of the Club, shall be submitted to the Board in writing, through the club secretary. A transferring or former member of another club may be proposed to active membership by the former club or by direct application. The proposal shall be kept confidential except as otherwise provided in this procedure.

Section 2 – The Board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution.

Section 3 – The Board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the Sponsor, through the club 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 proposal form and to permit his or her name and proposed classification to be published to the club.

Section 5 – If no written objection to the proposal, stating reasons, is received by the Board from any member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.

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 not honorary membership), shall be considered to be elected to membership.

Section 6 – Following the election, the President shall arrange for the new member's induction, membership card, and new member Rotary literature. In addition, the President or secretary will report the new member information to RI and the President will assign a member to assist with the new member's assimilation into the club as well as assign the new member to a club project or function.

Section 7 – The Club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the Board.

The Club shall not consider any resolution or motion to commit the club on any matter until the Board has approved it. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion.

In case only one version of the RI Magazine is available to the membership; it shall be the English-language version.

Article 6, Section 5 of the Rotary Constitution, Dual Membership: “No person shall simultaneously hold active membership in this and another club” shall mean “another Rotary Club”.

These Bylaws 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 (10) days before such meeting. The term “mail” includes hand-delivery and the use of electronic mail and internet technology to reduce costs. No amendment or addition to these Bylaws can be made which is not in harmony with the standard Rotary club constitution and with the constitution and bylaws of RI.

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As approved by the membership of the Rotary Club of San Miguel de Allende-Midday on 7 Aug 2007