Bylaws of the High Noon Rotary Club
of Durango, Colorado

District 5470

Revised: May 1, 2020

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 – Board

The governing body of this club shall be the board consisting of at least nine (9) but not more than fifteen (15) members of this club, namely the president, the president-elect (or president nominee if no successor has been elected), elected in accordance with article 3, section 1, of these bylaws, the immediate past president, and directors and other officers, elected in accordance with article 3, section 2, of these bylaws.

Article 3

Section 1 – President-Elect

Two months prior to the end of the calendar year, the current president-elect (PE) shall manage the president-elect nominee election process in which the club identifies two (2) nominees for president-elect and said nominees accept their nomination to run for president-elect. The process is as follows: 1) Provide members with a list of all active members who have not served as president in the past five (5) years, with the intent of listing their top two  choices for president. 2) The “ballots” are counted and the top candidates identified. 3) The PE contacts the top two (2) candidates to inform them of their nomination by club members and confirm their acceptance of their nomination to run for election.  If the nominee does not accept his/her nomination, the PE continues down the list until two (2) candidates who accept their nomination are identified. 4) A ballot is prepared with those two (2) candidates, and such ballot shall be presented to the membership at a regular meeting of the club.  Members shall be instructed to vote for one nominee.  The nominee receiving the greatest number of votes shall be elected president-elect nominee (PEN).  In the case of two (2) nominees receiving the same number of votes, a runoff election shall be held. The PEN elected in such balloting shall serve as a member of the board of directors as president-elect for the year commencing on the first day of July next, following the election and shall assume the office of president on the first day of July immediately following the year of service on the board as president-elect.

Section 2 – Officers & Directors

At least one month prior to assuming office, the president-elect shall designate the officers and directors to serve during his/her term. The officers so designated shall consist of a secretary and treasurer. Such designation of officers and directors shall be presented for approval to the members at a general membership meeting prior to the commencement of their terms. This slate of prospective officers and directors shall be approved when a majority of the members present are in consensus by voice count.

Section 3 – Vacancy of Board and Officers

A vacancy in the board or any office shall be filled by action of the remaining members of the board.

Section 4 – Vacancy of Board-Elect and Officers-Elect

A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the board of directors-elect.

Article 4 – Duties of Officers

Section 1 – President

It shall be the duty of the president to preside at meetings of the club and board, and to 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 serve as a director and to perform such other duties as may be prescribed by the president or the board.

Section 3 – President-Elect

It shall be the duty of the president-elect to serve as a member of the board of directors of the club, preside at meetings of the club and board in the absence of the president, and to perform such other duties as may be prescribed by the president or the board.

Section 4 – Secretary

It shall be the duty of the secretary to keep the records of membership and attendance at meetings, make the required reports to RI and District, including reports of changes in membership reports of attendance at the club meetings, and perform such other duties as prescribed by the president. The president can combine the office of secretary with that of the treasurer.

Section 5 – Treasurer

The treasurer shall have custody of all funds, accounting for same to the club monthly and at any other time upon demand of the board. The Treasurer shall also administer all bookkeeping functions of the club, ensuring all invoicing, collections, payment of authorized invoices in a timely manner, and collect and remit RI and District dues. The Treasurer shall also help the president prepare an annual budget, and provide quarterly financial reports to the board and at such other times as the board shall request. The treasurer shall also be responsible for causing any state and/or federal tax and/or informational returns to be prepared and submitted in a timely manner. Upon retirement from office the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts or any other club property.

Article 5 – Meetings

Section 1 – Annual Meeting

An annual meeting of this club for the election of the President-Elect shall be held on a date set by the board of directors. Such date shall be not later than the thirty-first day of December.

Section 2 – Weekly Meetings

The regular weekly meetings of this club shall be held on Thursday at 11:45 AM. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members, excepting an honorary member (or member excused by the board of directors of this club, pursuant to Article 11 below.) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or by service on behalf of the club as determined by the president or the board, including, participation in committee activities as described in these bylaws.

Section 3 – Quorum

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

Section 4 – Monthly Board Meetings

The Schedule of regular monthly Board meetings shall be set by the President for his/her term. These meetings shall be regular and consistent unless the board is given ten (10) days due notice. Scheduled Board meetings will be conducted in person, not through emails or other means. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) members of the board, due notice having been given.

Section 5 – Board Meeting Quorum

A majority of the board members shall constitute a quorum of the board. Should a quorum cease to exist during a Board meeting for whatever reason, that board meeting will be automatically immediately terminated. With the advanced approval of the President, Chairs of the standing Committees, as listed in Article 9 below, may designate a person from within their committee to represent them in their absence at a Board meeting. The person so designated is counted toward a quorum and may vote on all matters at that Board meeting.

Article 6 – Fees and Dues

Section 1 – Membership Fee

An initiation as prescribed and voted upon by the board shall be paid before an applicant can qualify as a member.

Section 2 – Membership Dues

Non-refundable membership dues, as prescribed and voted upon by the Board, shall be payable quarterly, in advance.

Section 3 – Lunch Fee

Weekly charge for lunch as prescribed and voted upon by the board shall be payable bi-monthly on the first day of January, March, May, July, September and November.

Section 4 – Paul Harris Foundation (Optional Elective)

Amounts as defined by the member for collection via bi-monthly invoicing shall be payable bi-monthly on the first day of January, March, May, July, September and November.

Section 5 – Miscellaneous Charges

Amounts requested to be billed on a members invoice for event tickets or other miscellaneous fees as prescribed and voted upon by the board shall be payable bi-monthly on the first day of January, March, May, July, September and November.

Section 6 – Non-payment of Invoiced Amount to the Club

(a)    Process. Any member failing to pay their invoice within sixty (60) days after the prescribed time shall be notified in writing by the treasurer at the member’s last known address. If the amount due is not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board. If the board agrees with the member to establish a payment plan for the amount owed, failure to make the first payment as agreed upon in the plan membership will be terminated immediately.

(b)    Reinstatement. The board may reinstate the former member to membership upon the former member’s petition and payment of all indebtedness to this club. However, no former member may be reinstated to active membership if the former member’s classification is in conflict with article 8, section 2.

Article 7 – Method of Voting

The business of this club shall be transacted by viva voice vote except the election of the president, which shall be by ballot. The board may determine that a specific resolution be considered by ballot rather than by viva voce vote.

Article 8 – Five Avenues of Service

The five Avenues of Service are the philosophical and practical framework for the work of this Rotary club.

1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles.
3. Community Service, the third Avenue of Service, comprises varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
4. International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, aspirations, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.
5. New Generations Service, the fifth Avenue of Service, recognizes the positive change implemented by youth and young adults through leadership development activities, involvement in community and international service projects, and exchange programs that enrich and foster world peace and cultural understanding.

Article 9 – Committees

Club committees are charged with carrying out the annual and long-range goals of the club based on the five Avenues of Service. 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. The president-elect 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. It is also recommended that the terms of these committee chairs be staggered to help provide continuity. 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.
• Youth Services:  This committee should develop and implement programs and activities associated with youth and young adults.

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 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.

(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 make reference to appropriate RI materials. The service project committee will consider vocational service, community service and international service avenues when developing plans for the year. 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.

Article 11 – Leave of Absence

Upon written application to the board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time not less than one full month. Such leave of absence shall not extend past the current year. Members on Leave of Absence remain responsible for payment of dues, but are excused from meal expenses. A member on Leave of Absence may elect to continue their Paul Harris Sustaining Contribution.

Article 12 – Finances

Section 1 – Deposits

The treasurer shall deposit all funds of the club in bank(s) or other financial institutions to be named by the board.

Section 2 – Accounts & Taxes

The treasurer, president and the secretary shall be authorized to make deposits, write checks and make payments. All bills shall be paid by check,  signed by an authorized person, or through an online banking process, utilizing a dual control mechanism whereby an authorized person makes the payment upon approval by a second authorized person. All payments, whether by check or online banking, are to be made only upon authorization from a club officer or committee chairperson.  Two authorized persons must sign all checks that are in excess of one thousand dollars.

Section 3 – Bonding

Officers having charge or control of funds shall give bond as may be required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.

Section 4 – Dues and Fee Collection

The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members’ dues and other fees owed, shall be divided into six (6) bi-monthly periods extending from July 1st to August 31st, September 1st to October 31st, November 1st to December 31st, January 1st to the last day of February, March 1st to April 30th and May 1st to June 30th. The payment of per capita dues and magazine subscriptions to RI shall be made on July 1st and January 1st 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 Treasurer.)

Section 5 – Budget

At the beginning of each fiscal year the board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board.

Article 13 – Method of Electing Members (For All Categories of Membership)

Section 1 – Proposal to Board

The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing through the membership chairperson. A transferring or former member of another club may be proposed to active membership by the former club. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure.

Section 2 – Classification

The membership committee shall ensure that the proposal meets all the classification and membership requirements of the club constitution. This club shall have two kinds of membership, active and honorary. The club may elect a person to active membership in a classification so long as it will not result in the classification making up more then 10% of the club’s active membership. Members who are retired shall not be included in the total number of members from a classification. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations. The committee will make a recommendation to the board of their findings.

Section 3 – Board

Approval/Disapproval Time The board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the proposer, through the membership chairperson, of its decision.

Section 4 – Proposal to Membership

If the decision of the board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership (including the kind of membership proposed), following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification (if active membership) to be published to the club.

Section 5 – Written Objection

If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the initiation fee (if not honorary membership), as prescribed in 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 initiation fee (if not honorary membership), shall be considered to be elected to membership.

Section 6 – Induction

Following the election, the president and membership chairperson shall arrange for the induction of the new member and the club secretary shall report the new member to RI.

Article 14 – Resolutions

No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the board. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.

Article 15 – Order of Business

• Meeting called to order
• Introduction of visitors
• Correspondence, announcements and Rotary information
• Committee reports if any
• Any unfinished business
• Any new business
• Address or other program features
• Adjournment

Article 16 – 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 given 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 club constitution and with the constitution and bylaws of RI.