Bylaws of the

Rotary Club of Carbondale Breakfast

Article I.

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:

• by the nominating committee to name candidates for officer positions; or
• by the president to name a candidate for replacing an officer or director; or
• by the president-elect to name directors; or
• 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:

• presidential nominations for the replacement of an officer or a director for an unexpired term;
•  composition of the financial review committee;
• establishment of ad hoc committees;
• proposals for new prospective members and incoming transfer members.

• • Ratify: A vote by the membership to give final sanction to certain board approvals:

• replacement of a director or officer for an unexpired term;
• establishment of ad hoc committees.

• Appoint: Selection of certain persons who are not officers or directors, or certain committees.

• The President appoints members to each of the club’s standing and ad hoc committees.
• The Secretary appoints the Deputy Secretary.
• The Treasurer appoints the Deputy Treasurer.
• The Sergeant-at-Arms appoints the Deputy Sergeant-at-Arms.
• 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. The following club officers will be board members, president, president-elect, president-nominee, secretary, treasurer, immediate past president, and sergeant-at-arms. These officers shall all be elected in accordance with Article III of these bylaws.

There will also be four Directors who shall be board members and be elected in accordance with Article III of these bylaws. The Directors will be the Director of Membership, Director of Public Image, Director of The Rotary Foundation, and Director of 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 president-nominee designate, secretary, treasurer, and sergeant-at-arms.
• present, not later than the June business meeting, a slate of nominees for the positions of Directors of Membership, Public Image, Rotary Foundation, and Service.

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 president-nominee designate will become the president-nominee at the beginning of the next Rotary year. In year two,  they will serve as the president-elect, and in year three,  they will serve as the club president. Following their year as club president, they will be the immediate past president.

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 Rotary year following the 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 on the board or any office except for the president 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;
• appoint members to the club committees;
• propose the establishment and membership of ad hoc committees, subject to board approval (Article VIII, Sec. 3.2);
• prepare and present a proposed budget at the first board and business meetings of the year which includes club dues for the year;
• work together with the immediate past president, president-elect, and president-nominee to ensure continuity of leadership and succession planning; and;
• chair the Awards Committee; and
• perform such other duties as ordinarily pertain to the office of the President.

Section 2 - Immediate Past President. It shall be the duty of the immediate past president to:

• guide the preparation of the president-elect and president-nominee designate;

• chair the ad hoc Nominating Committee (Article III, Sec. 1);
• work together with the president, president-elect, and president-nominee to ensure continuity of leadership and succession planning;
• serve as presiding officer when the president and president-elect are both absent;
• serve as the president pro tempore if the office of the president should be vacated. If the Immediate Past President (IPP) cannot serve as the president pro tempore then the IPP will ask other Past Presidents, followed by Past Directors and then Past Officers of the club to serve until someone is found to fill the vacancy.
• 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 co-director of club’s Rotary Foundation Committee;
• attend the District Conference and District President Elect Learning Seminar (PELS);
• serve as a member of the Nominating Committee (Article III, Sec. 1);
• serve as the presiding officer when the president is absent;
• nominate incoming directors 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 president-nominee to ensure continuity of leadership and succession planning; and
• prepare the club to transition effectively into the new year.

Section 4 – President-nominee. The duties of the president-nominee will be to:

• under the guidance of the president, coordinate club speakers;
• work with Director of Membership to coordinate social activities;
• co-chair the club administration committee with t he sergeant-at-arms;
• 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 president-nominee (Article III, Sec. 1).

Section 5 - Secretary. The duties of the secretary will be to:

• keep the records of membership;
• 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;
•  will safeguard and maintain club archives as directed by the president; 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 may be appointed by the secretary. The duties of the deputy secretary may 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 may be appointed by the treasurer. The duties of the deputy treasurer may 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 - Directors. The duties of directors are to:

• chair and or co-chair their respective standing committee; 
• 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;

• work with the president on the appointment of committee members;
• report regularly at the board and club business meetings on planned and completed activities within his/her respective area for the year; and
• perform such other duties as may be prescribed by the president.

Section 8 - Sergeant-at-Arms. The duties of the sergeant-at-arms will be to:

• co-chair the Club Administration Committee with the President Nominee;
• prepare the meeting room and return it to its original condition at the end of the meeting;

• 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.

Deputy Sergeant-at-Arms. The Deputy Sergeant-at-Arms may be appointed by the Sergeant-at-Arms. The duties of the Deputy Sergeant-at-Arms may include:

• take timely action on duties assigned by the Deputy Sergeant-at-Arms; and
• assume the responsibilities of the Sergeant-at-Arms when he/she is absent.

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. Board voting may be conducted by voice, ballot, or electronic.

Section 5 - Member Voting. The business of this club will be transacted by voice or electronic vote. Any club member may request a vote by ballot in lieu of a 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
• Director reports; other committee reports, as needed
• Unfinished business
• New business
• Adjournment

Article VI. Dues

Section 1 - Membership dues shall be established and approved by both the Board and the membership of the Club. Dues shall be payable quarterly by every club member, except honorary members, on the first day of July, October, January, and April. Adjustments to membership dues do not require an amendment to these bylaws but rather a vote by board and club. 

Article VII. Committees

Section 1 - Club committees will be Club Administration, Membership, Public Image, Rotary Foundation, and Service.  

• Club Administration will be co-chaired by the Sergeant-at-Arms and the President Nominee.
• The Director of Membership will chair the Membership Committee.
• The Director of Public Image will chair the Public Image Committee.
• The Rotary Foundation Committee will be co-chaired by the President-elect and the Director of the Rotary Foundation.
• The Director of Service will chair the Service Committee.
• The President will chair the Awards Committee.

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 year. The named committees are further characterized by their purpose and responsibilities.

Section 2 - The President will invite or assign each member of the club to serve on one or more club committees no later than the first month of the new Rotary year. . If committees need additional members to function effectively, other club members may be asked by committee chairs to consider becoming committee members.

Section 3 - Committees Defined.

Section 3.1 -Standing Committees. Other committees may be established for only a specific year at the request of the director and/or president (Sec. 3.2).

•  Club Administration

• Club Administration is co-chaired by the president-nominee and sergeant-at-arms.
• This committee should conduct activities associated with the efficient and effective operation of the club.
• Advise and assist the president-nominee with coordinating club speakers and social activities.

• Membership

• Membership is chaired by the Director of Membership.
• This committee should develop and implement a comprehensive plan for the recruitment and retention of members. Membership will coordinate open houses, social events, and membership recruitment events in conjunction with the president-nominee.
• Membership will communicate with inactive members, such as due to illness, bereavements, or lack of engagement with the club.
• This committee will be responsible for the maintenance of the club classification system, new member orientation, and prospective member follow-up.

• Public Image

• Public Image is chaired by the Director of Public Image.
• The committee will include the web and social media administrators and other members willing to prepare outreach and marketing materials, as directed by the president and at the request of directors.
• 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.

• Rotary Foundation

• Rotary Foundation will be co-chaired by the President-elect and Director of Rotary Foundation.
• This committee shall support the Rotary Foundation through education, fundraising, and stewardship of contributions and advance the Club’s global engagement by supporting international service projects, partnerships, and participation in RI and community initiatives.
• 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.
• This committee will seek to bring an international presence to the club through hosting or participating in international-focused programs.  

• Service

• Service is chaired by the Director of Service.
• The Service Committee shall organize and oversee club service efforts.
• As directed by the President, ad hoc committees may be established as needed for events and projects.
• The committee shall coordinate service and youth initiatives.
• The committee shall develop and implement service and fundraising projects that address local and regional needs, including community, volunteer, and youth engagement.
• The committee may identify and support youth-focused initiatives, including participation in RI programs such as RYLA, Youth Exchange, Interact, and Rotaract, and promote member awareness and involvement.

• Awards        

• The committee chaired by the President and composed of at least three members.
• The committee will seek recommendations for and determine the recipients of the annual Sidney Matthews Rotarian of the Year Award, the Marcia Sinnott Distinguished Service Award, and Carbondale Community High School scholarships. 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 share the following criteria for member consideration:

• Sidney Matthews Rotarian of the Year Award candidates will be evaluated based on the following criteria:

• attendance at club meetings and make-ups;
• number of new members proposed;
• participation in service activities, including club projects and the functioning of the club itself;
• participation in club social functions;
• attendance at the District Conference;
• enthusiasm shown for Rotary;
• involvement of the nominee in his/her profession;
• demonstration of the Four-Way Test in his/her activities.

• Marcia Sinnott Distinguished Service Award candidates will be evaluated based on the following criteria:

• participation in club projects - consider the nature of the involvement and the amount of time spent;
• participation as a project chair or co-chair;
• participation in the functions of the club itself; consider office or position held during the year.

The recommendations 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.

Section 3.2 - Ad hoc committees, as needed, may be established and constituted by the president, subject to board approval and membership ratification.

Section 4 - A committee directors should have previous experience as a member of the committee. Each standing committee director 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 President and Board and receive guidance and approval on 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.

Approved Date: