Approved June 5, 2007



Bylaws of the Rotary Club of

Carbondale - Breakfast


Article I. Definitions


  1. Board: The Board of Officers and Directors of this club.
  2. Director: A member of this club’s Board, but not an officer.
  3. Member: A member, other than an honorary member, of this club.
  4. RI: Rotary International.
  5. Year: The twelve-month period that begins on July 1.


Article II. Board


The governing body of this club will be the Board, consisting of nine (9) members of this club, namely, the president, vice-president, president-elect, secretary, treasurer, immediate past president, and three (3) directors, all of whom will be elected in accordance with Article III of these bylaws.


Article III. Election/Appointment of Directors and Officers


Section 1 – Each September, the Board will, upon the recommendation of the president, appoint a nominating committee, which will be composed of at least three members, including the immediate past president, who will chair the committee. The committee will prepare and present, not later than the business meeting in November, a slate of nominees for the positions of vice-president, secretary, treasurer, and three (3) directors. Nominations from the floor will also be invited. The nominations duly made will be placed on a ballot in alphabetical order under each office and voted for at the December business meeting. Election may be by acclamation if the positions are uncontested. The candidates for these positions receiving a majority of the votes will be declared elected to their respective offices and will serve on the Board in the Rotary year commencing on July 1 following election. The vice-president so elected will serve as vice-president in the year commencing on July 1 next following election, then as president-elect the following year, then as president the third year.

Section 2 – The sergeant-at-arms will be appointed by the president but will not serve on the Board.

Section 3 – A vacancy in the Board or any office will be filled by the president, subject to the approval of the remaining members of the Board.


Article IV. Duties of Officers and Directors


Section 1President. The duties of the president will be to preside at meetings of the club and Board, to make appointments and fill vacancies with approval of the Board, to provide leadership and guidance, and to perform such other duties as ordinarily pertain to the office of president.

Section 2President-elect. The duties of the president-elect will be to serve as a member of the Board, to serve as the club Rotary Foundation chair, and to perform such other duties as may be prescribed by the president. Prior to the start of his or her year as president, the president-elect is responsible for conducting planning meetings, determining incoming committee chairs, making other preparations, and leading the club effectively into the new year.

Section 3Vice-President. The duties of the vice-president will be to preside at meetings of the club and Board in the absence of the president, to serve as the chair of club administration, and to perform such other duties as ordinarily pertain to the office of vice-president.

Section 4Secretary. The duties of the secretary will be to keep the records of membership, send out notices of special meetings of the club and Board, record and preserve the minutes of such meetings, and make the following reports: required reports to RI, including the semiannual reports of membership, which will be made to the General Secretary of RI on 1 January and 1 July of each year, and including prorated reports to the General Secretary on 1 October and 1 April of each active and honorary member who has been elected to membership in the club since the start of the July or January semiannual reporting period; the report of changes in membership, which will be made to the General Secretary of RI; and the monthly report of attendance at the club meetings, which will be made to the district governor immediately following the last meeting of the month. The secretary will perform such other duties as usually pertain to the office of secretary.

Deputy Secretary. The secretary will recommend to the Board the name of a deputy secretary to assist in the execution of duties. In the absence of the secretary, the deputy secretary will perform the duties of the secretary but is neither an officer nor a voting Board member. The deputy secretary may choose to be nominated as the successor to the secretary, but may also choose to decline such nomination.

Section 5Treasurer. The duties of the treasurer will be to keep custody of all funds, to account for same to the club annually and at any other time upon the demand by the Board, and to perform such other duties as pertain to the office of treasurer. The treasurer will work directly with the club secretary and the district secretary to determine the amount of payment for both Rotary International dues and district dues and make semiannual payments no later than 1 July and 1 January of the current Rotary year. Upon retirement from office, the treasurer will turn over to the incoming treasurer or to the president all club funds, books of accounts, or any other club property.

Deputy Treasurer. The treasurer will recommend to the Board the name of a deputy treasurer to assist in the execution of duties. In the absence of the treasurer, the deputy treasurer will perform the duties of the treasurer but is neither an officer nor a voting Board member. The deputy treasurer may choose to be nominated as the successor to the treasurer, but may also choose to decline such nomination.

Section 6Directors. The duties of directors are to attend and vote on matters brought before the Board at regularly scheduled and special Board meetings; to advise the President and other club officers regarding the integrity, feasibility, and desired results of the operational and administrative plans for the Rotary Year of their term; and to perform such other duties as may be prescribed by the president of the Board. A director may serve as a chair of a standing committee, but the two roles are separate.

Section 7Sergeant-at-Arms. The duties of the sergeant-at-arms will be such as are usually prescribed for such office and such other duties as may be prescribed by the president of the Board. Typical duties include preparing the meeting room; hanging the club banner and visited club banners; position the American flag; check and activate the microphone system and lectern; open the badge box , and; check audio-visual equipment as needed.


Article V. Meetings


Section 1Annual Meeting. An annual meeting of this club will be held on the second Tuesday of December in each year, at which time the election of officers and directors to serve for the ensuing year will take place as specified in Article III of these bylaws.

Section 2 – All members 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 for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club. The exception is honorary members (and members excused by the Board of this club, pursuant to Article VIII, Section 2 and 3, of the Constitution of the Rotary Club of Carbondale - Breakfast), who should not be counted.

Section 3Quorums. One-third of the membership will constitute a quorum at the annual and regular meetings of this club. A quorum includes all active members and honorary members; honorary members are not eligible to vote, in accordance with Article 6, Section 2, of the Constitution of the Rotary Club of Carbondale - Breakfast. A majority of the Board members will constitute a quorum of the Board.

Section 4 – The time and location of the regular monthly meeting of the Board will be determined by the incoming Board at the club assembly held immediately preceding the start of each Rotary Year. Special meetings of the Board will be called by the president, whenever deemed necessary, or upon the request of two (2) members of the Board, due notice having been given.

Section 5 – The business of this club will be transacted by viva voce vote except the election of officers and directors, which will be by ballot if there is more than one nominee for each office or directorship.

Section 6 – A suggested order of business at the monthly business meetings will be as follows. This order may be adjusted by the meeting presider to fit the needs of a specific meeting.


Article VI. Fees and Dues


Section 1 – The admission fee will be $20.00, to be paid by each new applicant before the applicant can qualify as a member.

Section 2 – Membership dues will be $200.00 per annum, payable quarterly by every club member except honorary members on the first day of July, October, January, and April, with the understanding that three dollars (US $3.00) of each quarterly payment will be applied to each member’s subscription to THE ROTARIAN magazine. (Note: The subscription price for THE ROTARIAN magazine is US $12.00 per annum.) The value of club membership dues may be changed by vote at any regular business meeting of the club provided a quorum is present and two-thirds of the members present vote in favor of the change.


Article VII. Four Avenues of Service


The four Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, and International Service. This club will be active in each of the four Avenues of Service.


Article VIII. Committees


Section 1 – Club committees are charged with carrying out the annual and long-range goals of the club based on the four Avenues of Service. Each committee will 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. The named committees are further characterized by their purpose and responsibilities. Standing committees should be appointed in accordance with the list specified in Section 4 of this article.

Section 2 – The duties of all committees will be established by the president. In declaring the duties of each, the president will make reference to appropriate RI materials. The president-elect is primarily responsible for leading the preparation of a recommendation for club committees, mandates, goals, and plans for presentation to the Board at least one month before the start of the year. The president-elect, president, and immediate past president should work together to ensure continuity of leadership and succession planning. The president will be an ex officio member of all committees and, as such, will have all the privileges of membership thereon.

Section 3 – Every member of the club will serve on one or more club committees. Members will be selected on a voluntary basis during the first month of the new Rotary year. If committees need additional members to function effectively, club members may be asked by committee chairs to consider becoming committee members.

Section 4 – Committees Defined.

Section 5 - Additional ad hoc committees may be appointed as needed.

Section 6 - A committee chair should have previous experience as a member of the committee. Each standing committee chair will be responsible for regular meetings and activities of the committee, will supervise and coordinate the work of the committee, and will report to the Board on all committee activities at Board meetings prescribed in Article V, Section 4 of these Bylaws.


Article IX. Leave of Absence

Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified period of time.

(Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member’s attendance. Unless the member attends a meeting of some other club, the excused member must be recorded as absent except that absence authorized under Article VIII, Section 2(b) of the Rotary Club of Carbondale – Breakfast Constitution is not computed in the attendance record of the club.)


Article X. Finances


Section 1 - The Treasurer will deposit all funds of the club in some local bank to be named by the Board.

Section 2 – All bills will be paid only by checks signed by the treasurer or president, each with the concurrence of the other. An informal audit will be conducted each August of the preceding fiscal year’s financial transactions and reports, by an audit committee appointed by the current year’s Board, and the committee’s report will be presented at the September Board meeting.

Section 3 – Officers having charge or control of funds will give bond as may be required by the Board for the safe custody of the funds of the club, cost of the bond to be borne by the club.

Section 4 – The fiscal year of this club will extend from July 1 to June 30. For the collection of members’ dues, the fiscal year will be divided into semiannual periods extending from July 1 to December 31 and from January 1 to June 30. The payment of per capita dues and magazine subscriptions to RI will be made on July 1 and January 1 of each year on the basis of the membership of the club on those dates.

(Note: Magazine subscriptions for members joining during a semiannual period are payable upon invoice from the Secretariat.)

Section 5 – At the beginning of each fiscal year, the Board will prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year. Upon approval by the club members, it will stand as the limit of expenditures for the respective purposes unless otherwise revised by action of the Board.


Article XI. Method of Electing Members (for all membership categories)


Section 1 – The name of a prospective member, proposed by an active member of the club, will 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. The proposal will be kept confidential except as otherwise provided in this procedure.

Section 2 – The Board will ensure that the proposal meets all the classification and membership requirements of the club constitution. Persons appointed to a public office, insomuch that the public office is considered a profession, may be eligible for membership in this club under the classification of such office.

Section 3 – The Board will approve or disapprove the proposal within 30 days of its submission, and will notify the proposer, through the club secretary, of its decision.

Section 4 – If the decision of the Board is favorable, the prospective member will be reminded of the purpose of Rotary and of the privileges and responsibilities of membership (including the kind of membership proposed). Following such notification, the prospective member will be requested to sign the membership proposal form and to permit his or her name and proposed classification to be announced 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 announcement of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), will be considered to be elected to membership. If any such objection has been filed by or with the Board, the Board will vote on this matter at its next meeting. If membership is approved despite the objection, the proposed member, upon payment of the admission fee (if not an honorary membership), will be considered to be elected to membership.

Section 6 – Following such election, the president will arrange for the new member’s induction and further orientation, and the club secretary will issue a membership card to the member and will report such action to RI. The membership committee will provide appropriate literature for presentation at the induction and assign a member to assist in the assimilation of the new member.

Section 7 – The club may elect, in accordance with the Rotary Club of Carbondale - Breakfast Constitution, honorary members proposed by the Board.


Article XII. Resolutions


No resolution or motion to commit this club on any matter will be considered by the club until it has been considered by the Board. Such resolutions or motions, if offered at a club meeting, will be referred to the Board.


Article XIII. Amendments


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 will have been mailed to each member at least ten days before such meeting. Throughout these bylaws, the terminology “mail,” “mailing,” and “ballot-by-mail” permits use of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of RI. Each member may vote in person or by proxy.

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Last updated: 26 Oct 07 mdb