Constitution Of A Rotary Club Deeds Miscellaneous 1831 - Legal Draft

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Constitution of a Rotary Club

Article I

Name
The name of this organisation shall be .......... Of.............

Article II

Territorial Limits The territorial limits of this club shall be as follows.

Article III 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 by each Rotarian of his occupation as an opportunity to serve society;

Third: The application of the ideal of service by every Rotarian to his personal, business and community life;

Fourth: The advancement of international understanding, goodwill and peace through a world fellowship of business and professional men united in the ideal of service.

Article IV Meetings

Section 1. This club shall meet regularly once each week on the day and at the time provided in the bye-laws, provided that in an emergency, or for good cause, the BOARD OF DIRECTORS of the club may change the regular meeting of any week to a different day of the same week or to a different hour of the regular day, or to a different place, or cancel the regular meeting of any week when it falls on a legal holiday, or because of the death of the club President or an epidemic or a disaster affecting the entire community.

Section 2. An annual meeting for the election of officers of this club shall be held not later than the thirty-first day of March in each year as provided in the bye-laws of this club.

Article V Membership

Section 1. Kinds. There are four kinds of membership, namely, active; senior active; past service and honorary.

Section 2. Active membership. Each active member shall be an adult male person of good character and good business or professional reputation—

(a) engaged as proprietor, partner, corporate officer, or manager of
any worthy and recognized business or profession; or
(b) holding an important position in an executive capacity with
discretionary authority in any worthy and recognized business or
profession; or
(c) acting as the local agent or branch representative of any worthy
and recognized business or profession, having charge of such
agency or branch in an executive capacity; and

personally and actively engaged in the business or profession in which he is classified in the club and having his place of business or residence located within the territorial limits of the club, except as otherwise p^wjided in Article 7, section 2A of this Constitution.

Section 3. Classifications, (a) Each active member of this club shall be classified in accordance with his business or profession.

( b ) The classification of each active member will be that which covers the principal and recognized activity of the firm, company or institution with which he is connected, or if he be independently engaged in a business or profession his classification shall be that which covers his principal and recognized business or professional activity.

(c) How corrected. The Board, in its discretion, may correct or adjust the classification of any member, whose membership has not terminated, if the circumstances warrant such action. Due notice of such proposed correction or adjustment shall be given to the member and he shall be allowed a hearing thereon.

Section 4. Limitation. The active membership shall consist of but one man from each classification of business or profession, excepting the newspaper and religion classifications, and excepting the provision for additional active members as provided in sections 5 and 6 of this Article.

Section 5. Additional active member, (a) Any active member of this club may propose for and the club may elect to active membership one additional man from the concern or establishment with which the proposer is connected, whose classification shall be the same as that of the proposer. The qualifications of such additional member shall be those required for active membership. An additional active member is in all respects an active member except that the membership of an additional active member elected under the foregoing provisions of this section shall automatically terminate with the termination of the active membership of the active member who proposed him.

(b) The club may, subject to the approval of the holder of the classification, elect to additional active membership in the club any former active member of a Rotary Club whose place of business whereat he is actively engaged in within the territorial limits of the club and who otherwise qualified for membership, provided—

(1) that there shall, in no case, be more than one additional active
member elected under this paragraph of this section in respect of
any one classification,
(2)that any member so elected shall have terminated membership of
his former club only because he ceased to be actively engaged within
the territorial limits of that club in the classification of business or
profession under which he was classified in that club, and
(3)that an additional_actjye member elected under this paragraph of
this section shall cease to be a member when the classification
becomes vacant, provided that when the classification is again
filled, he may [without prejudice to the right of the holder of
the classification to propose an additional active member under
para (a) of this section] then be re-elected.

Section 6. Religion and newspaper classifications. Representatives of more than one denomination and of more than one newspaper published within the territorial limits of this club may be eligible to active membership under the same classifications, provided that they otherwise possess the qualifications for active membership.

Section 7. Public office holder. Persons elected or appointed to public office for a specified time only shall not be eligible to active membership in this club under the classification of such office. This shall not apply to persons holding a position or office in schools, colleges or other institutions of learning.

An active member of this club who is elected or appointed to public office for a specified period may during the period in which he holds such office continue as such active member in the club under the classification represented by him in the club immediately prior to such election or appointment.

Section 8. Local preference. No man engaged as the local agent or branch representative of an outside concern shall be eligible to active membership when a suitable prospective member may be available whose principal place of business is within the territorial limits of this club.

Section 9. Senior active membership, (a) Any active member of this club—

(1)who has been an active member of this or other clubs for a total of
fifteen or more years; or
(2) who is of the age of sixty or more after having been an active
member of one or more clubs for a total often or more years; or
(3) who is of the age of sixty-five or more after having been
an active member of one or more clubs for a total of five or more
years; or
(4 ) who is a present or a past officer of Rotary International; or
Any past service member of this club—

(i) who has been an active member of this club and who, at the time he ceased to be an active member of this club, had the qualifications for senior active membership as hereinbefore set forth; /or

(ii) who has been an active and past service member of t h is and/or other clubs for a total of fifteen or more years; or

( ii i) who is a present or past officer of Rotary International shall automatically and forthwith become a senior active member.

(b ) This club may, at its option, elect to senior active membership in this club any former member of any club, who was a senior active member or was eligible to become senior active member at the time he ceased to be member of a club, provided such former member resides within the territorial limits of this club or within the surrounding area.

(c) A senior active member shall have all the rights, privileges and I responsibilities of an active member, except that—

(i) he shall not be considered as representing a classification, and (it) he shall not have the right to propose an additional active member. This club may admit to membership a qualified person in the classification of business or profession in which such senior active member may be engaged.

Section 10. Past service membership, (a) A former active member of a club whose active membership was terminated because of his retirement from active business or professional life, may be elected a past service member in this club provided he has been an active member in one or more clubs for or more years. Such former member may be elected to past service membership at the time of, or at any time after, the termination of his active membership, provided he has all the other qualifications of a past service member. If his retirement from business or professional life occurs after he has ceased to be a member of a Rotary club, he is not eligible to past service membership. He must reside and continue to reside within the territorial limits of this club or within the surrounding area, unless he has been an active member in this club in which event he may reside and continue to reside in the locality of his residence at the time he ceased to be an active member in this club.

(b) A past service member shall have the rights, privileges and
responsibilities of an active member except that

(i) he shall not be considered as representing a classification, Hi) he may not become a senior active member (except as provided in section 9A of this Article), and
( ii i) he does not have the right to propose an additional active member.

Section 11. Honorary membership, (a) A male person who resides within or who has resided within the territorial limits of the club and who has distinguished himself by meritorious services in the furtherance of Rotary ideals there or elsewhere ihay be elected to honorary membership in the club.

(b) Honorary members\\shall be exempt from payment of admission fees and dues, shall have no vote and shall not be eligible to hold any office in the club; shall have no interest in any property of the club; shall not be considered as representing a classification, but shall be entitled to attend all meetings and enjoy all other privileges of the club. No honorary member of this club is entitled to any rights or privileges in any other club.

Article VI Officers and Directors

Section 1. The governing body of this club shall be a Board of Directors to be constituted as the Bye-laws of the club may provide.

Section 2. Except as herein otherwise specifically provided, the decision of the Board in all club matters shall be final, subject only to an appeal to the club. The Board shall have general control over all officers and all committees and may, for good cause, declare any office vacant. It shall constitute a board of appeal from the rulings of all officers and actions of all committees. Appeal may be taken from any decision of the Board to the club. On such appeal, the decision appealed from shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the Board, a quorum being present, notice of such appeal having been given by the Secretary to all members of the club at least five days previous to such meeting.

Section 3. The officers of this club shall be a President, one or more Vice-Presidents, all of whom shall be members of the Board, and a Secretary, a Treasurer, and Sergent-at-arms, any or all of whom may or may not be members of the Board of Directors as the Bye-laws of the club shall provide.

Section 4. Each officer shall be elected as provided in the Bye-laws of the club and, except as may otherwise be provided in relation to the President, shall take office on the first day of July immediately following his election and shall serve for the period of his election or until his successor shall have been elected and qualified.

The President shall be elected at any time within the two-year period immediately preceding the year for which he is elected to serve as President. The President shall take office on the first day of July in the Rotary year for which he is elected to serve as President and shall serve for the period of his election or until his successor shall have been elected and qualified. In the event that the President is elected prior to the Rotary year immediately preceding the year in which he is to serve as President, such President elect shall, if he is not otherwise a member of the Board, serve as an ex- officio member of the Board in the year immediately preceding the year in which he is to serve as President.

Each officer and each director shall be an active (including additional active), senior active, or a past service member in good standing of this club.

Article VII Admission Fees and Dues

Section 1. Each active, senior active, and past service member of this club shall pay, as an admission fee and as annual dues, such sums as may be prescribed in the Bye-laws of this club, except that a senior active or past service member who has held active membership in this club shall not be required to pay a second admission fee.

Article VIII Duration of Membership

Section 1. Period. Membership shall continue during the existence of the club unless terminated as hereinafter provided.

Section 2. How terminated, (a) Active membership shall automatically terminate, if, and when, an active member ceases to be personally and actively engaged in the classification of business or profession under which he is classified in the club or ceases to have his place of business or residence located within the territorial limits of the club, or his connection with his business establishment is severed.

Except that by permission of the Board of Directors, an active member, moving from the territorial limits of the club, may be given special leave of absence for a period not exceeding one year to enable him to visit and become known to a Rotary Club in the community to which he moves, providing he is still active in the same classification of business or profession and continues to comply with the attendance and all other conditions of Rotary membership. The termination of his membership would take effect only at the end of the period of leave granted to him.

In the event an active member of the club, after having been an active member of the club for five or more years, ceases to have his place of business or residence within the territorial limits of the club, he may retain his membership in the club provided his new place of business or residence is located within the corporate limits of the city in which the club is located.

(b) The membership of an additional active member elected under the
provisions of Article 5, section 5A of this Constitution shall automatically
terminate with the termination of the membership of the active member
who proposed him, or in the event such active member becomes a senior
active member of this club ⁷ . If such additional active member is promptly
re-elected to active membership in this club, he shall not be required to pay
a second admission fee. \\

An additional active member elected under Article 5, section 5B shall cease to be a member when the classification becomes vacant provided that when the classification is again filled he may (without prejudice to the right of the holder of the classification to propose an additional active member under Article 5, section 5A of this Constitution) then be re-elected.

(c) Past service membership shall automatically terminate on the
thirtieth day of June next after the date of election. However, the Board in
its discretion may, by resolution from year to year, continue such honorary
membership for the ensuing year. Such honorary membership may be
continued by the Board although the person so elected has ceased to reside
within the territorial limits of the club.

Section 3. How to rejoin. When the membership of an active member has terminated as provided in the foregoing section 2, such person may make new application for membership, under the same classification or another classification. Such application by an additional active member elected under the provisions of Article 5, section 5A of this Constitution shall be considered, before any other, for membership under the classification in which he applies. If elected to membership he shall not be required to pay a second admission fee.

Section 4. Termination — non-payment of dues. Any member failing to pay his dues within thirty (30) days after the prescribed time shall be notified in writing by the Secretary at his last known address. If the dues are not paid on or before ten (10) days from the date of notification, said membership shall automatically terminate.

Such former member, at the discretion of the Board, may be reinstated to membership upon his petition, and upon the payment of all his indebtedness to the club, provided that no former member can be reinstated to active membership if his former classification has been filled.

Section 5. Termination — non-attendance, (a) The membership of any active, senior active, or past service members except as provided in this article, who is absent from four consecutive regular weekly meetings of this club shall automatically terminate, unless such absence is made up as hereinafter provided, or he is excused by the Board for good and sufficient reason.

Any member absent from a regular meeting of this club may make up such absence by attendance at a regular meeting of any other Rotary Club or a provisional Rotary Club at any time between the usual time of the regular meeting of this club immediately preceding the day of absence and the usual time of the regular meeting of this club immediately following the day of absence and be given full credit for attendance in this club, provided notice of such attendance is given to this club by the secretary of the club visited or the member may make his own report. I

In the event an active, senior active, or past service member of this cM) presents himself at the regular time and place of meeting of any other club for the purpose of attending the meeting of such club, and such club has omitted, postponed or changed the time or place of its meeting for the said week, then such member shall be credited with attendance by this club for the week for which he would be entitled to credit had such meeting been held at the regular time and place, provided notice of such circumstances is given to this club by the secretary of the club visited or the member may j make his own report.

Any active, senior active or past service member of this club, who is serving as an officer of Rotary International, or a committee-man of Rotary International, or as a Special Representative of the District Governor, or who is in the employ of Rotary International, absent from a regular meeting of this club on Rotary business shall be credited with attendance at such meeting missed while on such business, provided notice of such circumstances is given to this club by the member.

Any active, senior active, or past service member of this club absent from a regular meeting of this club while travelling with reasonable directness to or from a convention of Rotary International, an international assembly, a Rotary Institute for past and present officers of Rotary International, a Rotary regional conference, a Rotary International committee meeting, a Rotary district conference, Rotary district assembly any district meeting held by direction of the board of directors of Rotary International, or a regular announced intercity meeting of Rotary clubs, shall be credited with attendance at such regular meeting of this club, provided notice of such circumstances is given to this club by the member.

Any active, senior active, or past service member of this club absent from a regular meeting of this club who attends a convention of Rotary International, an international assembly, a Rotary Institute for past and present officers of Rotary International. A Rotary regional conference, a Rotary International committee meeting, a Rotary district conference, a Rotary district assembly, any district meeting held by direction of the board of directors of Rotary International, or a regularly announced intercity meeting of Rotary clubs, at any time between the usual time of the regular meeting of this club immediately preceding the day of absence and the usual time of the regular meeting of this club immediately following the day of absence shall be credited with attendance at such regular meeting of this club, provided notice of such attendance is given to this club by the member.

(b)The membership of any active, senior active or past service member,
except as hereinafter provided, whose percentage of attendance is less than
sixty per cent during the first or second six months of this club's fiscal year
shall automatically terminate, unless he is excused by the Board for good
and sufficient reason. \\
(c)Any senior active or past service member who, because of protracted
ill-health or impairment, is physically unable to comply with the provisions
of this section may, during the period of its continuance, upon application to
the Board be excused from complying with attendance requirements and
his absence shall not be computed in the attendance record of the club.
(d)Any senior active or past service member who has been a member of
one or more Rotary clubs for in the aggregate twenty years or more, and
has reached the age of sixty-five years, may notify the secretary in writing
of his desire to be excused from complying with attendance requirements.
If approved by the Board such member's attendance or absence shall not be
computed in the attendance record of the club.

Section 6. Termination for other causes, (a) The membership of any member who shall cease to have the qualifications for membership in this club may be terminated by the Board by the votes of not less than two-thirds of the members thereof, at a meeting called for that purpose.

(b)The membership of any member may be terminated by the Board,
for a reason which the Board may deem to be sufficient by the votes of not
less than two-thirds of the members thereof, at a meeting called for that
purpose.
(c)In either case (a) or (b) the member shall be given at least ten days'
notice in writing of such pending action and an opportunity to submit to the
Board a written answer. He shall also have the privilege of appearing before
the Board to state his case. Service of such notice shall be made by personal
delivery or by registered letter to his last address.
(d)In case of a decision to terminate membership, the secretary shall,
within seven days after the date of the Board's decision, notify the member
in writing of the decision of the Board. Such member may, within fourteen
days after the date of such notice, give written notice to the secretary of his
intention either to appeal to the club or to arbitrate as provided in Article
12 of this Constitution. In the event he appeals, the Board shall set a date
for the hearing of the appeal at a regular meeting of the club, to be held
within twenty-one days after the receipt of such written notice of appeal. At
least five days' notice of such club meeting and its special business shall be
given in writing to every member of the club, and only members of the club
shall be permitted to be present when such appeal is considered at such
meeting.
(e)When the Board has terminated the membership of an active member
as provided for in this section, the club shall not elect any member under
his former classification, until the time for hearing the appeal, if any, has
expired and the club's decision or the arbitrators has been announced.

(f) The action of the Board shall be final if no appeal to the club is taken and no arbitration is requested. If an appeal is taken, the action of the club shall be final.

Section 7. Resignation. The resignation of any member from this club shall be in writing (addressed to the President or Secretary) and shall be accepted by the Board, provided that all indebtedness of said member to the club has been paid.

Section 8. Property interest — forfeiture of. Any person whose membership in this club has been terminated in any manner shall forfeit all interest in any funds or other property belonging to the club.

Article IX Community, National and International Affairs

Section 1. The general welfare of the community, the nation and the world is a concern to the members of this club, and the merits of any public question involving such welfare shall be proper subjects of fair and intelligent study and discussion before a club meeting for the enlightenment of its members in forming their individual opinion. However, this club shall not express an opinion on any pending controversial public measure.

Section 2. 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. (a) This club shall neither adopt nor circulate resolution or views, nor take corporate action, dealing with world affairs or international policies of a political nature.

(b) 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.

Article X Official publication

Section 1. By acceptance of active, senior active, or past service membership in this club, such member voluntarily becomes a subscriber to the monthly publication of Rotary International. His subscription shall be handled in six-month periods and shall continue as long as he is a member of the club and to the end of any six-month period during which he may cease to be a member of the club.

Section 2. The amount/of the subscription shall be collected by the club from each member, semi/annually, in advance. The secretary shall enter such subscriptions and aniounts so collected in a special subscription account and remit to Rotary International.

Section 3. The Board of Directors of Rotary International may prescribe this standard club constitution without this article for the use of clubs outside of the United States of America and Canada.

Article XI

Acceptance of object and compliance with Constitution and Bye-laws

A member by payment of his admission fee and dues thereby accepts the principles of Rotary as expressed in its object and submits himself to

and agrees to comply with and be bound by the Constitution and Bye-laws of this club, and on these conditions alone is entitled to the privileges of the club. No member shall be absolved from the observance of the Constitution and Bye-laws on the plea that he has not received a copy of them.

Aeticle XII Arbitration

Should any dispute arise between any member or members, or a former member or members, and the club, or any officer or the Board of the club, relating to membership or any officer or the Board of the club, relating to membership or to any alleged breach of the Constitution or Bye-laws, or the expulsion of any member from the club, or on any account whatsoever which cannot be satisfactorily settled under the procedure already provided for such purpose, the matters in difference shall be settled by arbitration. Each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only members of a Rotary club may be appointed as umpire or as arbitrators all functioning in accordance with the Arbitration and Conciliation Act 1996. The decision arrived at by the arbitrators, or in the event of their disagreement, by the umpire, shall be final and binding on all parties.

Article XIII

Bye-laws

This club shall adopt Bye-laws not inconsistent with the Constitution and Bye-laws of Rotary International (and the rules of procedure for and area administration where established) and with this Constitution, embodying additional provisions for the Government of this club. Such Bye- laws may be amended from time to time as therein provided.

Article XTV

Amendments

Section 1. Time. This Constitution, except in an emergency as provided for in Article 6, section 2 of the Bye-laws of Rotary International, and except as provided in section 4 of this Article, may be amended only by action of the Council on legislation as part of the Convention of Rotary International held in an even-numbered year, and except that in the event a sufficient number of votes are cast by clubs against approval of action by the Council on any proposed enactment to amend this Constitution, which will require action by the Convention, as provided in Article 9, section 8G of the Bye- laws of Rotary International, this Constitution may be amended by the Convention in an odd-numbered year by a majority vote of the electors present and voting at the time such amendments are submitted to the Convention.

Section 2. Who may propose. Amendments to this Constitution, except as provided in section 4 of this Article, may be proposed only by a club, by a district conference, by the general council or the conference of Rotary International in Great Britain and Ireland, by the Council-on-legislation, or by the board of directors of Rotary International.

Section 3. Procedure. Any proposal to amend this Constitution shall be delivered to the General Secretary of Rotary International not later than the first day of August, in the Rotary year in which the Council-on-legislation is to meet.

The General Secretary of Rotary International shall mail a copy thereof to the Secretary of each club by the first day of November in the Rotary year in which the Council-on-legislation is to meet.

The General Secretary of Rotary International shall transmit directly to the Council all duly proposed amendments.

The Council shall consider and act upon each such duly proposed amendment and any preferred amendment thereof.

Section 4. Article 1 (Name) and Article 2 (Territorial Limits) of this Constitution may be amended at any regular meeting of this club by the affirmative vote of a majority of members present and voting, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the Board of Directors of Rotary International for its approval and shall become effective only when so approved.