Bylaws2018-07-11T09:48:48+00:00

Administrative Officers

ROTARY CLUB OF EUREKA, CALIFORNIA, INCORPORATED BYLAWS  

Approved- 3/07/2016 

Article 1: Definitions 

  1. Board:The Board of Directors of this club.
  2. Director:A member of this club’s Board of Directors.
  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 1 July.

 

Article 2: Membership 

Section 1: Qualifications: General qualifications for active members shall consist of adult persons of good character, good business and professional reputation, and who have demonstrated discretionary or executive authority as proprietor, partner, corporate officer or manager or have discretionary or executive capacity in any worthy and recognized business or profession. An exemption from the discretionary or executive authority requirement shall be offered to “aged out” Rotaract members seeking membership in the club in exchange for their commitment to actively participate in club functions. 

Section 2: Application: The name of a prospective member, sponsored by an active member of the club, shall be submitted to the board in writing, on the board approved application form through the club Secretary. A transferring or former member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure. 

Section 3: Requirements: The Secretary, in consultation with the President shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution. If the application is not complete, or does not fit the basic criteria for membership, the Secretary will communicate any deficiency to the Sponsor. The Sponsor may re-submit an application for the same proposed member if the deficiency is remedied. 

Section 4: Process: Provided the application is in order, the Secretary shall deliver the completed New Member Application to the Membership Committee Chair(s) by email if possible. The Membership Committee will have one calendar week to review the application. Upon completion of the review Membership Committee Chair(s) shall forward the application with its findings to the Secretary, including status as either “Accepted” or “Declined.” The Secretary shall notify the Board of Directors by email that a member has submitted a proposal to sponsor a new member, along with the its findings from the membership committee. The Board will have three business days in which to respond. If, within those three days, a quorum of the Board has voted in the affirmative for membership and no other negative comments have been submitted to the Chair of the Membership Committee, Secretary or President, the proposed member shall move on to the notification process of the membership at large. In the event that anything negative comes out of the Board of Directors evaluation, then the application will move to the next scheduled meeting of the Board of Directors for further action. If a Board Member was unable to vote within the voting period, he or she may object when the proposed member is published to the club. Secretary will update Sponsor of status/stage of the process. Sponsor is responsible for communication to applicant as appropriate. 

If no objection to the proposal is received by the Board from any member (excluding honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the requisite fees enumerated in Article 3, Section 2 of 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 requisite fees enumerated in Article 3, Section 2 of these bylaws, shall be considered elected to membership. 

Section 5: Introduction and Assimilation: Following the election, the new member will meet with a Past President to further learn about Rotary and our club. The President shall arrange for the new member’s introduction. In addition, the President or Secretary will report the new member information to RI and the Sponsor will assist with the new member’s assimilation into the club and the President will assign the new member to a club project, committee or function.  If a transferring or former member is brought into the club, that member will be announced to the club and the inductee will introduce him or herself to the membership through a craft talk. To integrate into their new club, the member will participate in a Board-defined assimilation process that allows for interaction with a large majority of the membership. 

Section 6: Honorary Members: The name of a prospective Honorary Member, proposed by an Active Member (sponsor) of the club, or by the Membership Development Committee with a named Sponsor, shall be submitted by the prescribed method (Article 2, Section 4) to the Board.  The candidate should not be informed of the proposal for membership and results of the membership process for the time being shall be kept confidential except as otherwise provided in this procedure. 

Section 7: Badges: Members will receive one of the following types of badges to be worn at club meetings and other approved Rotary events: 

(a)   Red Badge: Identification badge presented to new members.  This badge will be used until the assimilation process has been completed.  It helps members to recognize new members in order that they may facilitate the new member’s assimilation. 

(b)  Blue Badge: To receive a Blue Badge, a member with a Red Badge shall complete the assimilation process, as shall as a transferring Rotarian. The purpose of an assimilation process is to foster fellowship and to learn the procedures, processes and traditions of this club.  The components of the assimilation process shall be determined by the Board and published in the roster.  Blue Badges will be presented to former members of this club, transferring Rotarians and to Honorary Members. Honorary Members shall be encouraged, but not required, to participate in the assimilation process. 

(c)   Gold Badge: Identification badge presented to a member who has successfully completed a term as President of the club. 

 

Article 3: Fees and Dues 

Section 1: The annual Membership dues and other fees shall be set and approved annually, generally in June, by the Board of Directors Elect based upon the budget for the coming year.  A single annual invoice will be provided to the members as soon as feasible after the June Board meeting.  The annual Membership fees will include 1. RI and District dues and a subscription to the Rotary Magazine for the following calendar year; 2. Operating costs for our club for the current Rotary year; 3. Service Fund contribution(s) for the current Rotary year.  Other assessments may be made by the board during the year which can be either mandatory or optional in nature.  Fees shall be paid upon receipt of the invoice and payable using methods directed by the Board.  Failure to pay the annual membership fees will result in the membership being terminated. 

Section 2: Prior to being introduced, a new member shall pay the initiation fee (if any) and a proration of the annual membership dues and service fund contributions, and all other fees and assessments (if any) approved by the Board.  The prorated fee for new members will be calculated from the date of the new member’s Information meeting prior to the official introduction to the club membership.  The amount to be paid will be one 12th of the annual amount of fees per full calendar month, from the above meeting date to the next July 1.  Fees shall be paid by the new member using methods directed by the Board prior to being introduced to the club membership. 

Section 3: An exemption for five years from all fees and contributions will be offered to all “aged out” Rotaract members in exchange for their expectation to actively participate in club functions. This exemption does not include the cost of each member’s subscription to the RI official magazine, RI dues and Rotary District dues, which are payable semiannually as described in Article 3, Section 1. 

Section 4: Honorary members are exempt from all initiation fees, dues and service-related fees. They may elect to pay these on a voluntary basis. Transferring members will be exempt only from initiation fees. 

Article 4: Meetings 

Section 1: The regular weekly meetings of this club shall be held on Monday at noon. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. 

Section 2: Annual meeting. The annual meeting of this club shall be held on the regular Monday meeting of members immediately prior to September 15th each year, at which time the elections of Directors to serve for the ensuing year shall take place. 

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

Section 4: A majority of the Officers and Directors shall constitute a quorum of the Board. 

Section 5: if a long-term change in the regular meeting place is necessary, then the membership shall approve such change. 

Section 6: When appropriate, Rotary Club of Eureka can seek to educate the membership through the use of closed forums. All candidates seeking a particular elective office of interest to the club shall be invited to participate in the forum; however, if a candidate declines or is unable to participate after being invited, the forum can continue. Questions will not be submitted to the candidates in advance. Questions are to be non-inflammatory and submitted through moderator. 

Section 7: Solicitations and Distributions 

In consideration of maintaining a friendly state for fellowship and respecting the diverse and varied opinions within the club on many issues, the following concepts shall broadly apply: 

(a)   Materials, solicitations and product sales produced by the club, the district, Rotary International and the Rotary Foundation may be presented to the membership through the usual distribution methods, including club meetings and functions. Out of respect for our ongoing relationships with other Rotary clubs, they may present materials, solicitations and product sales only at club meetings and functions, with approval of the club President prior to the onset of the meeting. 

(b)  Materials, solicitations and product sales broadly relating to politics, such as political opinion, political issues, political petitions, political campaigns, solicitations for funds or votes shall not be presented to the membership through the usual distribution methods nor at club meetings or functions, except at club sanctioned political forums as defined in Article 4, Section 6.

(c)   Solicitations and product sales unrelated to the activities of this club as defined in paragraph (a) shall not be permitted at club meetings and functions, by the membership or by guests of the club. 

(d)  Informational material or material that might contain solicitations, and is brought forward by a club program speaker, may be distributed to the membership during club meetings and functions, provided that the club President has approved the distribution by the time the meeting convenes. 

(e)   All materials, solicitations and product sales or situations not covered by the above shall be presented to the club President for approval before any form of distribution is made. 

Article 5: Attendance 

Section 1: General Provisions. Each member should attend this club’s regular meetings, or satellite club’s regular meetings as provided in these bylaws, and engage in this club’s service projects, other events and activities. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the Board that such action was reasonable, or makes up for an absence in any of the following ways: 

(a)   14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member: 

(1) attends at least 60 percent of the regular meeting of another club, of a satellite club meeting of another club, or of a provisional club; or 

(2) 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 

(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multi-zone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district training assembly, any district meeting held by direction of the Board of Directors of RI, any district committee meeting held by direction of the District Governor, or a regularly announced intercity meeting of Rotary clubs; or 

(4) is present at the usual time and place of a regular meeting or satellite club meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or 

(5) attends and participates in a club service project or a club-sponsored community event or meeting authorized by the Board; or 

(6) attends a Board meeting or, if authorized by the Board, a meeting of a service committee to which the member is assigned; or 

(7) participates through a club website in an interactive activity requiring an average of 30 minutes of participation. 

When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed, so that the member may attend regular meetings or satellite club meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad. 

(b) At the time of the meeting. If, at the time of the meeting, the member is: 

(1) traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a)(3) of this section; or 

(2) serving as the special representative of the district governor in the formation of a new club; or 

(3) directly and actively engaged in a district-sponsored or RI- or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or 

(4) engaged in Rotary business duly authorized by the board which precludes attendance at the meeting. 

Section 2:  Extended Absence on Out-posted Assignment. If a member will be working on an out-posted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs. 

 Section 3: Excused Absences. A member’s absence shall be excused if: 

(a)   the absence complies with the conditions and under circumstances approved by the Board. The Board may excuse a member’s absence for reasons that it considers to be good and sufficient. Such excused absences shall not extend for longer than twelve months. However, if the leave is for a medical reason that continues for longer than twelve months, such leave may be renewed by the Board for a period of time beyond the original twelve months. 

(b)  the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more, and the member has notified the club Secretary in writing of the member’s desire to be excused from attendance, and the Board has approved. 

Section 4: Attendance RecordsWhen a member whose absences are excused under the provision of Subsection 3(a) of this article fails to attend a club meeting, the member and the member’s absence shall not be included in the attendance records. In the event that a member whose absences are excused under the provisions of Subsection 3(b) of this article attends a club meeting, the member and the member’s attendance shall be included in the membership and attendance figures used to compute this club’s attendance. 

Article 6: Makeup of Board of Directors and Officers 

Section 1: The governing body of this club shall be the Board of Directors consisting of 13 members of this club, split into two classes as follows: 

(a)   The first class shall consist of eight Directors with terms commencing upon the beginning of the club’s fiscal year and ending two years thereafter.  This class shall be split into two separate groups with staggered terms, with four such Directors being holdovers from the previous year’s election, and with four such Directors being newly elected for service commencing upon the beginning of the next fiscal year. This class of Directors shall be referred to herein as “Two Year Directors.” 

(b)  The second class shall consist of five Directors with terms commencing upon the beginning of the club’s fiscal year and ending one year thereafter in the manner set forth herein.This class of Directors shall be referred to herein as “One Year Directors.” This class of Directors shall consist of the following officers of the club: President, Secretary, Treasurer, President-Elect, and Immediate Past-President. 

(c)   The President-Elect’s term shall be for one year, whereupon he or she will assume the office of President for one year, and finally the office of Immediate Past-President for one year. 

(d)  The Secretary and Treasurer shall be elected annually, and may be re-elected indefinitely. 

Article 7: Election of Officers and Directors 

Section 1: Nomination and Election of Two Year Directors: The club Secretary will organize the nomination/election process at a club meeting, which shall be held prior to September 1st, for the purpose of nominating new Two Year Directors. Voting shall be made by ballot containing the names of the entire qualifying membership with the following exceptions: 

(a)   All current Board Members. 

(b)  Previous Board Members who have served terms of at least twelve months that have expired within the preceding two years. 

(c)   Club members with less than two full Rotary fiscal years in this club, or who are Honorary Members, or are transferring Rotary members who have been members of the Eureka Rotary Club for less than one year. 

Votes shall be tallied by the Secretary, President-Elect and a Past-President. The President-Elect shall then canvas the eight members receiving the greatest number of votes to determine if they are willing to attend appropriate district training, regular Board Meetings and accept the other obligations of a Director. Should any decline, the next highest name(s) on the ballot tally will be contacted until eight affirmative commitments are made. These names shall be placed in nomination and ballots shall be cast at the annual meeting to be held 14 days later, whereupon election of four Two Year Directors will be made. A report about the canvassed names and process will be made to the board. 

Section 2: Nomination and Election of One Year Directors/Officers: The Board of Directors-Elect (those Directors who will be serving for the upcoming Rotary year, both newly-elected Directors and those who will be serving the second year of their term in the upcoming Rotary year) and the two Immediate Past-Presidents shall act as a Nominating Committee. The Chair shall be the most recent Past-President, and the Nominating Committee shall meet within one month after the annual meeting to nominate from the membership at least one candidate for the following One Year Director positions: 

(a)   President-Elect Nominee 

(b)  Secretary 

(c)   Treasurer 

The nomination of President-Elect, Secretary, and Treasurer One Year Director positions shall be announced to the entire membership at a regular meeting at least two weeks prior to the election for such positions by the Nominating Committee chair.  Additional names of candidates for such positions may be nominated by petition bearing the signatures of at least five percent (5%) of the entire membership. Such petition shall be filed with the Nominating Committee within ten days after first notice has been given of the names of those nominated by the committee.  The determination of the Nominating Committee as to the form and legality of the petition shall be final. 

The nominations duly made shall be placed on a ballot in alphabetical order under each position and shall be voted for by the members at a regular club meeting before November 10th. The Secretary and the Nominating Committee Chair shall count the ballots. The candidates for Vice President (President-Elect), Secretary, and Treasurer receiving the greatest number of votes shall be declared elected to their respective positions. The One Year Directors shall also serve as officers of the corporation, consistent with the position of their particular directorships as set forth herein. 

The President and Immediate Past-President One Year Director positions shall be filled in the manner set forth herein.

Article 8: Vacancy or Removal of Directors 

Section 1: A vacancy or vacancies on the Board of Directors shall occur in the event of (1) the death, removal, or resignation of any director; (2) a declaration by Resolution of the Board of a vacancy in the office of a Director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under Article 3 “Standards of Conduct” (commencing with § 5230) of the California Corporations Code. 

Section 2: Any and all Directors may be removed without cause if the removal is approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held Board meeting at which a quorum is present. 

Section 3: Removal for Cause. The Superior Court of the proper county may, at the suit of a Director, remove from any office any Director in the case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the club, or breach of any duty arising under Article 3 “Standards of Conduct” (commencing with § 5230) of the California Corporations Code. 

Article 9: Filling of Vacancies for Officers and Directors 

Section 1: Board Member. A vacancy in the Board of Directors or any office, including any vacancy caused by removal in accordance with these bylaws or at law, shall be filled through an election held by the remaining members of the Board, with the exception of a vacancy in the office of President-Elect, President, or Immediate Past-President in the absence of the President, which shall be filled in accordance with this Article.

Section 2: President-Elect. In the event of a vacancy in the office of President-Elect, and a President-Elect has been elected by the membership to serve for the upcoming fiscal year, that person shall assume the office of President-Elect for the remainder of the current fiscal year and the membership shall elect a President-Elect to be chosen from a list of candidates selected by the Board to assume office upon the commencement of the upcoming fiscal year. In the event a President-Elect has not been elected by the membership to serve for the upcoming fiscal year, a President-Elect for the current year shall be elected by the membership from a list of candidates selected by the Board and the President Elect for the upcoming fiscal year shall then be elected by the membership in accordance with Article 5, Section 2 hereof. 

Section 3: President. In the event of a vacancy in the office of President, that office shall be filled by the President-Elect. If the office was vacated with less than six months remaining on the original term, the President-Elect shall vacate the President-Elect office and serve the balance of the President’s term and then a full year as President. If there are more than six months remaining on the President’s term, the President-Elect shall vacate the President-Elect office and assume the office of President, finish the remaining term, and then move on to the office of Immediate Past-President. 

Section 4: Immediate Past-President. In the event of a vacancy in the office of Immediate Past-President, that office shall be filled by the most recent preceding Immediate Past-President available, by vote of the remaining Directors, or by the membership in the event the Board of Directors fails to hold such vote within 45 days of the creation of the vacancy. 

Article 10: Duties of Officers and Directors 

Section 1: Regular meetings of the Board shall be held each month at a set time and place as approved annually by the incoming Board. The annual schedule and place of Board meetings shall be published in the club roster. Special meetings of the Board may be called by the President whenever deemed necessary, or upon the request of two (2) Directors, due notice having been given. 

Section 2: President. It shall be the duty of the President to preside at meetings of the club and the Board and to perform such other duties as ordinarily pertain to the office of President. If the President is unable to preside at a meeting of the membership, it will be his or her responsibility to appoint a Board Member to do so, provided he or she is able to do so. 

Section 3: Immediate Past-President. It shall be the duty of the Immediate Past-President to serve as a Director and to perform such other duties as may be prescribed by the President or the Board. 

Section 4: President-Elect. It shall be the duty of the President-Elect to serve as a Director and to preside at meetings of the club and the Board in the absence of the President in the event the President has not selected another to perform such duties, and to perform such other duties as ordinarily pertain to the office of President-Elect. 

Section 5: Secretary. It shall be the duty of the Secretary to keep membership records; send out notices of board 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, which shall include per capita dues for all members and prorated dues for active members who have 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 such other duties as usually pertain to the office of Secretary. 

Section 6: Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for them to the club annually and at any other time upon demand by the Board, and to perform such other duties as pertain 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, and any other club property. 

Section 7: Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the President or the Board. 

Article 11: Method of Voting 

The business of this club shall be transacted by viva voce vote except for the contested elections of Officers and Directors, which shall be by ballot. Uncontested elections shall be by vocal assent.  

For other matters that may come before the membership, the Board may determine that a specific resolution be considered by ballot rather than by viva voce vote. The membership may also determine by viva voce that they want to determine a specific resolution by ballot. 

Article 12:  Avenues of Service 

The Avenues of Service, as defined in Article 5 of the Rotary Club of Eureka Constitution, are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service, and Youth Service. This club will be active in each of the Avenues of Service. 

Article 13:  Committees 

The President-Elect, subject to the approval of the Board of Directors, will appoint such committees as necessary to carry out the objects of Rotary and will organize the committee in accordance with the Rotary Avenues of Service and other Rotary policies for their year of service as President of the club. 

Club committees are charged with carrying out the annual and long-range strategic goals of the Club. The President-Elect, President, 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 three years to ensure consistency and with staggered terms, when possible, to provide continuity. The President-Elect is responsible for appointing committee members to fill vacancies after consultation with the individual to be appointed in order to make sure that they are willing and able to accept the appointment. The President-Elect shall also appoint committee Chairs, and conduct planning meetings prior to the start of the year in office. It is recommended that the Chair have previous experience as a member of the committee to which he or she is named. 

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

Each Chair 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. 

Article 14: Duties of Committees 

For the upcoming year, the duties of all committees shall be established and reviewed by the President-Elect. In declaring the duties of each, the President Elect shall reference appropriate RI materials and the Avenues of Service when developing plans for the year. The President, during their year, can change the structure of the committees as needed. 

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. 

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. 

Article 15: Finances 

Section 1: Prior to the beginning of each fiscal year, the President-Elect and Board to be seated on July 1 shall prepare a budget of estimated income and expenditures for the year. This budget shall be voted on by Board Elect, and 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: The Treasurer shall deposit all club funds in a bank named by the Board. The club funds shall be divided into two separate parts: club operations and service projects (the 1923 Public Benefit Corporation). Funds provided to the 1923 Public Benefit Corporation shall be utilized in accordance with the governing rules of that corporation.  Additional accounts maybe added, if required by Rotary International or The Rotary Foundation.  

Section 3: All Board-approved bills shall be paid by checks signed by any two of the following Officers: President, Secretary or Treasurer. 

Section 4: A thorough review of all financial transactions by a qualified person shall be made once each year. 

Section 5: Officers having charge or control of club funds shall give bond as required by the Board for the safe custody of the funds of the club. The cost of bond is to be borne by the club unless already provided through the Officer’s business. 

Section 6: The fiscal year of this club shall extend from 1 July to 30 June, and for the collection of members’ fees shall be for this period.  The club payment of per capita dues to RI, the District and RI official magazine subscriptions shall be made at such times as directed by RI or the District on the basis of the membership of the club on those dates. 

Section 7: The board shall cause an annual report to be sent to the members and directors within 120 days after the end of the corporation’s fiscal year (June 30). That report shall contain the following information, in appropriate detail: 

(a)   The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; 

(b)  The principal changes in assets and liabilities, including trust funds; 

(c)   The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes; 

(d)  The corporation’s expenses or disbursements for both general and restricted purposes; 

(e)   Any information required by § 6322 of the California Corporation’s Code; and 

(f)   An independent accountant’s report or, if none, the certificate of an authorized officer of the club that such statements were prepared without audit from the club’s books and records. 

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors and to any member who requests it in writing. If the Board approves, the club may send the report and any accompanying material by electronic transmission. 

Section 8: As part of the annual report to all members, the club shall, within 120 days after the end of the club’s fiscal year, annually prepare and mail, deliver or send by electronic transmission to each member and furnish each Director a statement of any transaction or indemnification of the following kind: 

(a)   Any transaction in which the corporation, or its parent or subsidiary, was a party and in which an “interested person” had a direct or indirect material financial interest, and that involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an interested person is any Director or Officer of the club, its parent, or subsidiary (but common directorship shall not be considered such an interest). 

(b)  Any Director who received advances aggregating more than $10,000 paid during the fiscal year. 

Article 16: Resolutions 

The club shall not consider any resolution or motion to commit the club on any matter until the Board has considered it. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion. The board, after considering these matters, shall submit its recommendation to the club. 

Article 17: 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 shall have been mailed to each member at least ten (10) days before such meeting. 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. 

Article 18:  Subordination to Standard Rotary Club Constitution 

These bylaws hereby incorporate the standard Rotary Club Constitution into its provisions by reference.  Any provision of these bylaws that are inconsistent with the standard Rotary Club Constitution is expressly subordinate to the standard Rotary Club Constitution such that the provisions of the standard Rotary Club Constitution will control in such instance.