Rotary Bylaws
Rotary Club of Brampton Flower City Centennial Rotary Club
Bylaws 2024-2025: Updated and Passed on September 30, 2024
Article 1 Definitions:
1. Board: The board of directors of this Club
2. Director: a member of this Board of Directors
3. Member: A member, other than an honorary member, of this Club
4. RI: Rotary International
5. Year: the 12-month period that begins on July 1.
Article 2 Board
The governing body of this Board shall be the Board consisting of no more than 10 members. Of these 10 members, 4 shall be the elected members namely the President, President-Elect, Secretary and Treasurer. At the Board's discretion, a further 2 members can be added without election. The immediate Past President shall constitute the final Board members without an election.
Article 3 Election of Directors and Officers
Section 1 - At a regular meeting one month prior to the meeting for the election of officers, the presiding officer shall ask for nominations by members of the Club for President, Vice President, Secretary, Treasurer, and 2 directors. The nominations may be presented by a nominating committee, such committee shall be appointed as the Club may determine. 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. The candidates for President, Vice-President, Secretary, and Treasurer receiving a majority of the votes shall be declared elected to their respective offices. The 2 candidates for director receiving a majority of the votes shall be declared elected as directors. The candidate for President elected in such a balloting shall be the President-nominee and serve as a director for the year commencing on the first day of July next following election and shall assume office as President on July 1st immediately following that year. The President-nominee shall take the title of President-Elect on July Is'1 or soon thereafter as is practicable in the year prior to taking office as President.
Section 2 - The officers and director, so elected or appointed together with the immediate Past President shall constitute the Board.
Section 3 - A vacancy in the Board or any office shall be filled by action of the remaining directors or 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 and Board members.
Section 5 - Any member desiring to be on the Board in an elected capacity or through the discretion of the Board, shall meet minimum criteria as set out in this section. The said member must be a member in good standing with the Club for a period of at least 12 months, must have his/her fees fully paid and must meet the minimum attendance requirement for the past 12 months as set out in Article 11.1. a member who does not meet these criteria is ineligible to be on the Board.
Section 6 - A member (other than the President) may be removed from the Board:
A: By resolution of the Board passed by a majority of the Board members and on 14 days of notice to the said Board member. If such a resolution is passed, the Board must inform the Club at the next meeting with the full reason behind the decision to remove the Board member; or
B: By resolution of two-thirds of the Club members in a meeting having quorum and on 14 days’ notice to said Board member.
Article 4 Duties of Officers
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 pertain to the office as President.
Section 2 – President-Elect: It shall be the duty of the President-Elect to serve as a director and to perform such other duties as may be prescribed by the President or the Board. It shall be the duty of the President-Elect to preside at meetings of the Club and the Board in the absence of the President and to perform other duties as ordinarily pertain to the office of the President-Elect.
Section 3 – Secretary: It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of Club, boar, 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 jell 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 other duties as usually pertain to the office of Secretary.
Section 4 – Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Club annually and at any other time upon demand by the Board, and to perform other duties to the office of the Treasurer. Upon retirement, the Treasurer shall turn over to the incoming Treasurer or the President all funds, books of accounts, or any other Club property.
Section 5 – Sergeant-At-Arms. The position of the sergeant at arms shall be appointed at each meeting by the President
Article 5 Meetings
Section 1 - Annual Meetings. An annual meeting of this Club shall be held on the second week of December each year, at which time the election of the officers and directors to serve for the ensuing year shall take place.
Section 2 - The Regular Weekly meetings of this Club shall be held on Monday at 6:30 PM
Due notice of any changes in or cancelling of the regular meeting shall be given to all members of the Club. All members except an honorary member (or member excused pursuant to the standard Rotary Club constitution) in good standing in this Club, on the day of a regular meeting, must be counted as present or absent, and attendance must be evidenced by the member's being present for at least 60 percent of the time devoted to the regular meeting, either at this Club or at another Rotary Club, or as otherwise provided in the standard Rotary Club Constitution, Article 9, sections 1 and 2.
Section 3 - One-third of the membership shall constitute a quorum at the annual and regular meetings of this Club
Section 4 - Regular meetings of the Board shall be held at least once a month. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of 2 directors, due notice having been given,
Section 5 – Two-thirds of the directors shall constitute a quorum of the Board.
Article 6 Fees and Dues
Section 1- The annual membership fee shall be fixed by the Board and approved by the general membership. This fee must be paid before the applicant can qualify as a member, except as provided for in the standard Rotary Club constitution.
Section 2- The membership fees shall be payable on the first day of July.
Article 7 Method of Voting
The business of this Club shall be transacted by viva voce vote except the election of officers and directors, which shall be by ballot. The Board may determine that a specific resolution be considered by ballot rather than viva voce vote.
Article 8 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 9 Committees
Club committees are charged with carrying out the annual and long-range goals of the Club based on the four avenues of service. The President-Elect, President, and immediate Past Presidents 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. The President is responsible for appointing committee members to fill vacancies, appointing committee chairs, and conducting 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. Standing committees should be appointed as follows:
* Membership
This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
* Club 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.
* Club administration
This committee should conduct activities associated with the effective operation of the Club.
* Service Projects
This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.
* The Rotary Foundation
This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and program participation.
Additional ad hoc committees may be appointed as needed.
(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 by-laws 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 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 10 Duties of Committees
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 reference to appropriate R1 materials. The service projects committee will consider the avenues of vocational service, community service, and international service when developing plans for the year.
Each committee shall have a specific mandate, clearly define goals, and have action plans established by the beginning of each year for implementation during the year. It shall be the primary responsibility of the President-Elect to provide this necessary leadership to prepare a recommendation for Club committees, mandates, goals, and plans for presentation to the Board before the commencement of the year as noted above.
Article 11 Leave of Absence
Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted excusing a member from attending the meetings of the Club for a specified length of time.
Article 11.1 Attendance
Members are expected to attend all weekly meetings and at a minimum 50% of all weekly meetings. Any member who cannot attend must notify a Board member with the reasons for their absence. Any member who is absent for 4 meetings in a 6-month period without reasonable excuse shall be referred to the Board for determination of the status of the member. Page 5 of 8
Rotary Club of Brampton Flower City Centennial Rotary Club
Bylaws 2024-2025: Updated and Passed on September 30, 2024
Article 11.2 Termination of Membership
The termination of the membership of any member shall be in accordance with Article 12 of the Rotary constitution.
Article 12 Finances
Section 1 - Prior to the beginning of each fiscal year, the Board 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 2 separate parts: one in respect of the Club operations and one in respect of charitable/service operations. The Club shall have 2 separate banks. One for operating expenses and one for Investments
Section 1.1 - The proposed budget referred to in section 1 shall be presented in detail to the Club for a vote no later than September 1 of each year or such other date approved by the majority of the Club.
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 accounts: Club operations and an Investment account
Section 3 - All bills shall be paid by the Treasurer or the other authorized officer only when approved by two other officers or directors.
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 funds of the Club, cost of bond to be borne by the Club.
Section 6 - The fiscal year of this Club shall extend from 1 July to 30 June, and the collection of member’s dues shall be divided into 2 semiannual periods extending from 1 July to 31 December and from 1 January to 30 June. The payment of per capita dues and R1 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 7 - The Board shall appoint a qualified accountant to conduct a yearly review of the Club’s financial records.
Article 13 Method of Electing Members
Section 1 - The name of a prospective member, proposed by an active member 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. The proposal shall be kept confidential except as otherwise provided in this procedure or by the membership committee.
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 proposer, through the Club Secretary, of its decision.
Section 4 - If the decision of the Board is favourable, the prospective member shall be informed of the purposes of Rotary and 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 7 days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), 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 Rotary literature, in addition, the President or Secretary will report the new member’s information to RI and the President will assign a member to assist with the new member’s assimilation to the Club as well as assign the new member to a Club project or function.
Article 14 Diversity, Equity, and Inclusion
Cultivating a diverse, equitable and inclusive culture is essential to realizing Rotary’s Vision. By recognizing that individuals from certain groups have experienced barriers to membership, participation, and leadership, we commit to advancing equity in all aspects of Rotary, starting with membership so that each person has the necessary access to resources, opportunities, networks and support to thrive. Our Rotary Club is committed to being honest and transparent about where we are in our DEI journey and continues to learn and do better.
Article 15
These bylaws are amended to confirm with the amended Ontario Business Corporation Act as it relates to not-for-profit corporations.