Approved on May 10, 2016 Effective on July 1, 2016
Ammended on December 18, 2018
Bylaws of the
Rotary Club of Carbondale-Breakfast
Section 1 - Definitions
1. Board: The board of Officers and Directors of this club.
2. Active Member: Current dues-paying member in good standing.
3. RI: Rotary International.
4. Year: The twelve-month period that begins on July 1.
Section 2 - Terminology. Certain common verbs are used with a specific meaning in this document:
• Nominate: An action to identify candidate(s) for election/re-election, as follows:
o By the nominating committee to name candidates for officer positions; or
o By the president to name a candidate for replacing an officer or director; or
o By the president-elect to name directors of Avenues of Service; or
o To identify a member as a candidate, from the floor, during officer or director elections, including self-nomination.
• Approval: Board review and acceptance of certain actions:
o presidential nominations for replacement of an officer or a director for an unexpired term;
o composition of the financial review committee;
o establishment of ad hoc committees;
o proposals for new prospective members and incoming transfer members.
• Ratify: A vote by the membership to give final sanction to certain board approvals:
o replacement of director or officer for an unexpired term;
o establishment of ad hoc committees.
• Appoint: Selection of certain persons who are not officers or directors; certain committees.
o Directors of the Avenues of Service appoint committee chairs in their respective Avenue of Service.
o Secretary appoints the deputy secretary.
o Treasurer appoints the deputy treasurer.
o Board appoints the Nominating Committee (Article III, Sec. 1).
Article II. Board
The governing body of this club will be the board, consisting of eleven (11) members of this club, namely, the president, president-elect, vice president, secretary, treasurer, immediate past president, and sergeant-at-arms, who shall all be elected in accordance with Article III of these bylaws.
The five directors of the Avenues of Service shall be board members nominated by the president-elect no later than May 1 preceding the start of the year, who shall all be elected in accordance with Article III of these bylaws. The vice president will serve as Director of Club Service. Each officer and/or director will have one vote. (Article IV, Sec. 7; Standard Club Constitution, Article 10).
Article III. Election of Directors and Officers
Section 1 - Nominations. Each September, the board will, upon the recommendation of the president, appoint a nominating committee, composed of at least three members, including the immediate past president, who will chair the committee, and the president- elect. Duties of the committee include:
• prepare and present, not later than the business meeting in November, a slate of willing nominees for the positions of vice president, secretary, treasurer, and sergeant-at-arms.
• present, not later than the June business meeting, a slate of nominees for the positions of directors of community, vocational, international, and new generations services.
In both cases above, additional nominations from the floor may be made by any Active member, pending acceptance of the nomination by the prospective nominee. Nominations will be closed prior to the vote at the business meeting. All nominations duly made will be placed on a ballot in alphabetical order under each office for voting.
Section 2 - The vice president will be the president-nominee. The following year, he/she will serve as the president-elect, then as president, then immediate past-president in the fourth year.
Section 3 - Voting. Election of officers and directors may be by acclamation if positions are uncontested. Each nominee receiving a majority of the votes will be declared elected to his/her respective office and will serve on the board in the next year following election. (Article V, Sec. 3 and Sec. 5)
Section 4 - Term of Office. Officers and directors will serve a term of one year.
Section 5 - Vacancies. A vacancy in the board or any office will be filled for the unexpired term by nomination by the president, subject to approval by the board and ratification by the membership. (Article IV, Sec. 2 and Sec. 4)
Article IV. Duties of Officers, Directors, and Other Key Personnel
Section 1 - President. The duties of the president will be to:
• preside at meetings of the club and board;
• provide leadership and guidance;
• propose nominations as defined within these bylaws;
• propose the establishment and membership of ad hoc committees, subject to board approval (Article VIII, Sec. 5);
• prepare and present a proposed budget at the first board and business meetings of the year;
• provide a written summary of the pertinent activities, events, and visitors during the year and present the report to the club no later than June 30 of the same year;
• work together with the immediate past president, president-elect, and vice president/president-nominee to ensure continuity of leadership and succession planning; and
• perform such other duties as ordinarily pertain to the office of president.
Section 2 - Immediate Past President. It shall be the duty of the immediate past president to:
• guide preparation of the president-elect, during the six months preceding his/her succession to office and while still serving as the vice president, in the role and responsibilities of the chair of the club Rotary Foundation committee. Training may utilize all assets of the club, the district, and the Rotary Foundation to prepare the president-elect to serve successfully in this role. Those assets may include but are not limited to former club chairs of the Rotary Foundation Committee, counterparts at the district level, and written and electronic resources available through the Rotary Foundation.
• guide preparation of the vice president/president-nominee, during the six months preceding his/her succession to office, in the role and responsibilities of the director of Club Service. Training may utilize all assets of the club, the district, and Rotary International to prepare the vice president/president-nominee to serve successfully in this role. Those assets may include but are not limited to former club directors of club service, club secretaries, membership committee chairs, counterparts at the district level, and written and electronic resources available through Rotary International.
• serve as president pro tempore should the presidency be vacated (Article III, Sec. 5);
• chair the Nominating Committee (Article III, Sec. 1);
• work together with the president, president-elect, and vice president/president-nominee to ensure continuity of leadership and succession planning;
• serve as presiding officer when the president and vice president are both absent; and
• perform such other duties as may be prescribed by the president or the board.
Section 3 - President-elect. The duties of the president-elect will be to:
• prepare for and serve as the club Rotary Foundation chair;
• serve as a member of the Nominating Committee (Article III, Sec. 1);
• nominate incoming directors of community, vocational, international, and new generations services prior to the start of his/her year as president;
• conduct planning meetings with incoming officers and directors for his/her year as president;
• appoint incoming subcommittee chairs within the Rotary Foundation committee;
• present plans and goals to the board at least one month before the start of the new year;
• work together with the immediate past president, president, and vice president/president-nominee to ensure continuity of leadership and succession planning; and
• prepare the club to transition effectively into the new year.
In the event of a temporary absence of the president-elect, no substitute will be named (Article III, Sec. 5).
Section 4 - Vice President. The duties of the vice president will be to:
• prepare for and serve as the Director of Club Service;
• appoint incoming committee chairs within the Avenue of Club Service;
• preside at meetings of the club and board in the temporary absence of the president;
• work together with the immediate past president, president, and president-elect to ensure continuity of leadership and succession planning; and
• perform such other duties as ordinarily pertain to the office of vice president (Article III, Sec. 1).
Section 5 - Secretary. The duties of the secretary will be to:
• keep the records of membership;
• issue a membership card to new members;
• record attendance at meetings;
• send out notices of special meetings of the club and board;
• assume the responsibilities of the deputy secretary when he/she is absent; and
• perform such other duties as usually pertain to the office of secretary.
The secretary will also make such reports to include:
• reports as may be required by the Rotary district or Rotary International;
• changes in membership;
• the monthly report of attendance at the club meetings, which will be made to the district governor immediately following the last meeting of each month;
• reports required to maintain and operate electronic databases for the club to include Rotary Club Central and DaCdb; and
• within thirty (30) days following the end of the Rotary year, assemble the minutes of monthly business meetings, board meetings, any special meetings, and any other official business, then shall present the compilation for preservation in the club archives.
Deputy Secretary. The deputy secretary is appointed by the secretary. The duties of the deputy secretary include:
• assembling, maintaining, and publishing the club roster;
• recording all motions and voting results within the draft minutes of board, business, and special meetings;
• recording the approved minutes of board, business, and special meetings of the club and providing a complete set to the secretary no later than the last day of the year; and
• assuming the responsibilities of the secretary when he/she is absent.
The deputy secretary is neither an officer nor a voting board member. The deputy secretary may choose to be nominated as the successor to the secretary or to decline such nomination.
Section 6 - Treasurer. The duties of the treasurer will be to:
• keep custody of all funds;
• account for same to the club annually and at any other time upon the demand by the board;
• assist the president in proposing a budget at the first board and business meetings of the year;
• 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 scheduled semiannual payments, as prescribed by Rotary International and the Rotary district;
• provide a breakout of the dues for RI, the district, and the club to members at the first business meeting of the new year;
• upon retirement from office, turn over to the incoming treasurer or to the president all club funds, books of accounts, and any other club property;
• assume the responsibilities of the deputy treasurer when he/she is absent; and
• perform such other duties as pertain to the office of the treasurer.
Deputy Treasurer. The deputy treasurer is appointed by the treasurer. The duties of the deputy treasurer include:
• take timely action on duties assigned by the treasurer and
• assume the responsibilities of the treasurer when he/she is absent.
The deputy treasurer is neither an officer nor a voting board member. The deputy treasurer may choose to be nominated as the successor to the treasurer or to decline such nomination.
Section 7 - Avenues of Service Directors. The duties of directors are to:
• attend and vote on matters brought before the board at regularly scheduled and special board meetings;
• advise the president and other club officers regarding the integrity, feasibility, and desired results of the operational and administrative plans for the year of their term;
• appoint committee chair(s) within his/her respective avenue of service or perform concurrently as chair of a committee when needed;
• oversee the committee composition and members of his/her respective avenue of service;
• report regularly at the board and club business meetings on planned and completed activities within his/her respective avenue for the year; and
• perform such other duties as may be prescribed by the president.
A director may also serve as a chair of a standing committee, but the roles are separate.
Section 8 - Sergeant-at-Arms. The duties of the sergeant-at-arms will be to:
• prepare the meeting room and return it to its original condition at the end of the meeting;
• at every club meeting, recognize (a) members in the news, (b) family events, and (c) community service announcements;
• prepare and disseminate a roster for member participation for the "Moment of Reflection," "Rotary Insights," and classification talk/"getting to know you" comments at weekly meetings;
• provide guidance to members regarding the content of the moment of reflection as well as classification and "getting to know you" talks;
• maintain supplies of club banners, Rotary forms, member badges and pins for officers and directors; and
• perform other duties such as are usually prescribed for such office and such other duties as may be prescribed by the president or the board.
Article V. Meetings
Section 1 - Annual Meeting. The annual meeting of this club will be the December business meeting each year, at which time the election of officers to serve for the next year will take place as specified in these bylaws.
Section 2 - Attendance. All members in good standing in this club on the day of a regular meeting must be counted as present or absent. The exception is honorary members and members excused by the board of this club. The conditions for attendance are given in Article 9 of the Constitution of the Rotary Club of Carbondale-Breakfast (RCCB).
Section 3 - Quorums. A majority of the Active members will constitute a quorum at the annual, regular, and any special meetings of this club. A majority of the board members will constitute a quorum of the board.
Section 4 - Board Meetings. The board members will determine the time and location of the board's regular monthly meeting. Special meetings of the board may be called by the president, whenever deemed necessary, or upon the request of two (2) members of the board, having been given due notice of 48 hours.
Section 5 - Member Voting. The business of this club will be transacted by voice vote. Any club member may request a vote by ballot in lieu of voice vote.
Section 6 - Business Meetings. A suggested order of business at the monthly business meetings will be as follows and may be adjusted by the meeting presider to fit the needs of a specific meeting:
• Call to order
• Introduction of visiting Rotarians and guests
• Approval of reports and minutes
• Correspondence and announcements
• Avenues of Service and Rotary Foundation reports; other committee reports, as needed
• Unfinished business
• New business
Article VI. Fees and Dues
Section 1 - The admission fee will be $25.00, to be paid by a proposed member before he or she can qualify as a member. (Article XI)
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. Club membership dues may be changed by amendment of this section as stipulated in Article XIII of these bylaws.
Article VII. Avenues of Service
The five Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service, and New Generations Service. This club will be active in each of the Avenues of Service.
Article VIII. Committees
Section 1 - Club committees will be formed within the five Avenues of Service and the Rotary Foundation Committee. Directors will assure that their applicable committees are chaired and filled by club members prior to the start of the upcoming year. Each director will be responsible for committee reports and will coordinate activities and progress with each committee chair.
Club committees are charged with carrying out the annual and long-range strategic goals of the club. 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 within each Avenue of Service will be established by the director with input from the president prior to the start of the new Rotary year. In declaring the duties of each, the director and president will make reference to appropriate RI materials. The immediate past president, president, president-elect, and vice president/ president-nominee should work together to ensure continuity of leadership and succession planning. The president is an ex officio member of all club committees and, as such, will have all the privileges of membership thereon. The Avenue of Service Director or chair of the Rotary Foundation Committee is an ex officio member of the committees within his/her designated service role.
Section 3 - Each member of the club will serve on one or more club committees. Members will volunteer, be invited, or be assigned to one or more committees not later than the first month of the new year. If committees need additional members to function effectively, other club members may be asked by committee chairs to consider becoming committee members.
Section 4 - Committees Defined.
Section 4.1 - Committees of the Avenue of Club Service. This avenue of service will form and maintain both a membership and a club administration committee. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 5).
This committee should develop and implement a comprehensive plan for the recruitment and retention of members. This plan will include a lead role for sponsorship of a new club when appropriate. This committee will be responsible for maintenance of the club classification system, new member orientation, and welcome packets for prospective members.
• Club Administration
This committee should conduct activities associated with the efficient and effective operation of the club. This includes training on the District and Club database (DaCdb), timely response to meeting invitations, recording attendance of members and guests, participation at district training events, and organizing training as directed. The committee will plan the weekly programs of speakers for the club, both internal and external.
Section 4.2 - Committees of the Avenue of Community Service. This avenue of service will form and maintain a service projects committee and a hospitality committee based on the specific nature and goals of club service. The number of project subcommittees will be guided by the president and avenue director with the approval of the board. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 5).
• Community Service Projects
This committee should develop and implement educational and humanitarian projects that address the needs of the community and region. This committee will plan and execute projects related to community development and service, local scholarships, environmental protection, human development, Partners in Service, and Rotary Volunteers.
This committee organizes fellowship activities, particularly one or more joint meetings with other Rotary clubs; social events for members and their families throughout the year; and publicize such through the club and district newsletters and websites. This committee will keep track of members who are hospitalized or incur family bereavements or illnesses and will provide an appropriate and meaningful club response to these events.
Section 4.3 - Committees of the Avenue of Vocational Service. This avenue of service will form and maintain the public relations committee, the vocational cultivation committee, and the awards committee. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 5).
• Public Relations
This committee will develop and implement plans to provide the public with information about Rotary and to promote the club's service projects and activities. This committee will provide Rotary information when needed at club functions and maintain the club history and portable display. Corresponding to each five-year anniversary of the club's chartering (October 17, 1988), the committee will prepare either a five-year or an entire cumulative club history, including but not limited to the annual reports of the presidents during the five-year period. The history document shall be published in print, digital form, or both), disseminated to the membership, added to the club archives, and posted on the club's website.
The committee will include the club webmaster, historian, and other members willing to prepare brochures and related print and digital materials (posters, handouts, etc.), as directed by the president, for club events to include special events, membership drives, fund raisers, and projects.
o The committee will publish the weekly Early Bird bulletin and disseminate to all members.
o The club webmaster will maintain and improve the club website and edit its contents as directed by the president working with the committee chair.
o The club historian will safeguard and maintain club archives as directed by the president and Director of Vocational Service.
• Vocational Cultivation
This committee will feature club speakers who are leading examples of their profession or business to speak about some aspect of their career. It will recognize and highlight special recognition and honor bestowed on members who exemplify their professions.
This committee, composed of at least three members, will seek recommendations for and determine the recipients of the annual Sidney Matthews Rotarian of the Year Award, the Distinguished Service Award, and Avenue of Service awards. The first two awards are the highest honors of the club and may be bestowed once during a year if there are deserving candidates. The committee will prepare a recommendation sheet for club members to offer their personal choices for these honors. The recommendation sheets will contain the following criteria for member consideration:
Sidney Matthews Rotarian of the Year Award candidates will be evaluated based on the following criteria:
o attendance at club meetings and make ups;
o number of new members proposed;
o participation in service activities, including club projects and the functioning of the club itself;
o participation in club social functions;
o attendance at the District Conference;
o enthusiasm shown for Rotary;
o involvement of the nominee in his/her profession;
o demonstration of the Four-Way Test in his/her activities.
Distinguished Service Award candidates will be evaluated based on the following criteria:
o participation in club projects - consider the nature of the involvement and the amount of time spent;
o participation as a project chair or co-chair;
o participation in the functions of the club itself; consider office or position held during the year.
The recommendation sheets will be collected and used as input for the final deliberations of the committee. The recipients will be announced by the president at an appropriate time and place. The president may also direct the committee to make recommendations for other lesser awards.
Avenue of Service Awards. The criteria for each avenue of service award will be determined by the members of the avenue of service during the first month of the year. Recipients are recommended to the awards committee chair during the year. Award recipients are generally non-Rotarians who exemplify service above self and are immediate candidates for member nomination. Awards can be presented at any regular meeting provided the recipient can be present and appropriate media coverage is given.
Section 4.4 - Committees of the Avenue of International Service. This avenue of service will form and maintain an international friendship committee and an international service project committee. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 5).
• International Friendship
This committee will seek to bring an international presence to the club each year through hosting such activities as a reception for international students, a cultural fair to highlight the differences and/or similarities in customs and traditions among world communities, or similar events that generate an improved awareness of our international friends.
• International Service Project
This committee will plan and organize an event that will collectively involve our members in a service-related project that will make a difference in the quality of life of an international community or immigrants to our country seeking citizenship. It may range from gathering community volunteers to offer humanitarian assistance to an educational session on the ways and means of citizenship to an international peace scholarship.
Section 4.5 - Committees of the Avenue of New Generations. This avenue of service will form and maintain a Youth Services committee and an Interact Committee. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 5).
• Youth Services
This committee should identify, develop, and implement plans and projects that focus on community and international youth, including but not limited to the youth programs of Rotary International, particularly RYLA, Rotary Youth Exchange Program, and Rotaract. It will seek to bring awareness and participation of members in these youth programs.
Consistent with the "Standard Interact Club Constitution" and the "Statement of Policy Relating to Interact by Board of Directors of Rotary International," the Rotary Club of Carbondale-Breakfast [RCCB] shall exercise supervision and control over all activities, programs, and policies of the Interact Club at Carbondale Community High School (CCHS), working through and with the faculty advisor(s) and school officials at CCHS.
The Interact Committee shall consist of at least five Active members, including (a) members of the Youth Services Committee and/or (b) at-large members of RCCB, whose chair will be the Rotary advisor and liaison between the two clubs. Its duties shall include, but are not limited to, the following:
o organizing the Interact Club initially and from year to year;
o overseeing election of Interact members and club officers and reporting the names and addresses of new officers to the district Interact committee;
o providing guidance and counsel to the faculty members and Interact club members as they plan service projects and fundraising activities;
o informing and advising the Rotary club president, board, and membership about all matters relating to the Interact Club;
o introducing Interactors to other opportunities available to youth through Rotary (e.g., RYLA and Youth Exchange);
o assuring compliance with Rotary International and district policies and directives regarding Interact clubs;
o staying in touch with graduating Interactors and helping them stay involved with Rotary through Rotaract clubs and later, Rotary Foundation educational programs; and
o performing other related duties and responsibilities.
Section 4.6 - Committees of The Rotary Foundation
• The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation. This committee will plan for events related to Rotary Foundation to include, but not limited to, alumni, annual fund, grants, the endowment fund, Paul Harris Society, and PolioPlus campaign.
Section 5 - Ad hoc committees, as needed, may be established and constituted by the president, subject to board approval and membership ratification.
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 applicable avenue of service director or chair of the club Rotary Foundation committee and receive guidance and approval on all committee activities.
Article IX. Leave of Absence
Upon written application to the board, setting forth good and sufficient cause, leave of absence (LOA) may be granted excusing a member from attending the meetings of the club for a specified period of time, not to exceed twelve (12) months. A club member granted a leave of absence is required to pay all dues during the period of LOA.
(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 9, Sec. 3(a) of the Constitution of the Rotary Club of Carbondale - Breakfast is not computed in the attendance record of the club.)
Article X. Finances
Section 1 - Budget. Prior to 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 membership, it will stand as the limit of expenditures for the respective purposes unless otherwise revised by action of the board and/or the membership.
Section 2 - Deposits. The Treasurer will deposit all funds of the club in a local bank to be named by the board.
Section 3 - Payments. All bills will be paid only by transaction authorized by the treasurer or president, each with the concurrence of the other.
Section 4 - Financial review. An annual financial review will be conducted each August of the preceding fiscal year's financial transactions and reports, by a financial review committee approved by the current year's board. The committee's report will be presented at the September board meeting.
Section 5 - Bond. 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 6 - Fiscal Year. 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 RI Secretariat.)
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 in writing to the board through the club secretary. A former member of another club may be proposed to Active membership by the former club. A new member 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 named/elected to 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, then 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 /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 Active member of the club within seven (7) days following announcement of information about the prospective member, that person, upon payment of the admission fee, 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, 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 membership 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 Constitution of the Rotary Club of Carbondale-Breakfast, honorary members proposed by the board. Payment of a membership fee does not apply to an honorary member.
Article XII. Resolutions
No resolution or motion to commit this club on any matter will be considered by the club until it has been endorsed by the board. Such resolutions or motions, if offered at a club meeting, will be referred to the board unless waived by vote of the membership.
Article XIII. Amendments
These bylaws may be amended at any regular meeting, a quorum (Article V, Sec. 3) being present, by a majority of the membership provided that notice of such proposed amendment was mailed to each member at least ten (10) days before such meeting. Each Active member may vote in person or by written, signed proxy sent to the club president or secretary not later than midnight of the day preceding the vote. 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 of 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.