By Laws adopted in 2010
Rotary Club of Ku-ring-gai By Laws
DOWNLOAD the By Laws (Word) Document - adopted in Dec 2010
By laws of the Rotary Club of Ku-ring-gai Incorporated
Table of Contents
Article 1 Definitions 2
Article 2 Method of Electing Members 2
Article 3 Fees and Dues 3
Article 4 Leave of Absence 3
Article 5 Board 3
Article 6 Election and Removal of Directors and Officers 3
Article 7 Duties of Officers 5
Article 8 Avenues of Service 6
Article 9 Committees 6
Article 10 Duties of Committees 7
Article 11 Meetings 7
Article 12 Procedure at General Meetings 8
Article 13 Procedure for Meetings of the Board of Directors 10
Article 14 Finances 10
Article 15 Insurance 11
Article 16 Members' Liabilities 11
Article 17 Dissolution 11
Article 18 Charitable Fundraising Act 1991 12
Article 19 Commission for Children and Young People Act 1998 12
Article 20 Amendments 12
Article 1 Definitions
In these bylaws, the following terms have the meanings set against them respectively:
1. Board: The Board of Directors of the club.
2. Director: A member of the club's Board.
3. Member: A member, other than an honorary member, of the club.
4. Officer: Each of the President, Vice-President, Secretary and Treasurer.
5. RI: Rotary International.
6. Year: The twelve-month period that begins on 1 July.
Article 2 Method of Electing Members
Section 1 – A membership application, signed by an active Member as proposer and by the prospective member, shall be submitted to the Board, through the Secretary. A transferring or former member of another club may be proposed to active membership by the former club.
Section 2 – The Board shall ensure that the proposal meets all the classification and membership requirements of the club constitution.
Section 3 – The Board shall approve or disapprove the proposal within 14 days of its submission. If approved, the Board shall notify the Members on a confidential basis through the Secretary of its decision.
Section 4 – If no written objection to the proposal, stating reasons, is received by the Board from any Member of the club within seven (7) days following publication of information about the prospective member, that person shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, and upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, shall be considered to be elected to membership.
Section 5 – If a written objection to the proposal is received by the Board within the period specified in Section 4, the Board shall vote on the matter at its next meeting. If the proposal is approved despite the objection, then upon payment of the admission fee (if not honorary membership), as prescribed in these bylaws, the nominee shall be considered to be elected to membership.
Section 6 – Following the election of a new Member:
(a) The President shall arrange for the new Member's induction;
(b) The Secretary shall issue new member Rotary literature and shall report the new Member to RI; and
(c) The President shall assign another Member to assist with the new Member's assimilation to the club and shall assign the new Member to a club committee.
Section 7 – The club may elect, in accordance with the standard Rotary club constitution and the provisions of this Article, honorary members proposed by the Board.
Article 3 Fees and Dues
Section 1 – Admission fee
The fee for admission to membership of the club shall be as prescribed by the Board from time to time and is to be paid before the prospective member can qualify as a Member, except as provided for in the club's constitution.
Section 2 – Annual dues
The annual dues shall be as prescribed by the Board from time to time, payable semiannually on the first day of July and of January, with the understanding that a portion of each semiannual payment shall be applied to each Member's subscription to the RI official magazine Rotary Down Under (or The Rotarian, if so requested by a Member).
Article 4 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 exceeding 12 months.
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 regular meeting of some other club, the excused Member must be recorded as absent, except that absence authorized under the provisions of the club's constitution is not computed in the attendance record of the club.
Article 5 Board
The governing body of the club shall be the Board, consisting of up to 8 Members of the club, namely the President, Vice-President, President-Elect, Immediate Past President, Secretary, Treasurer and two other Directors elected or appointed in accordance with Article 6.
Article 6 Election and Removal of Directors and Officers
Section 1 –
(a) At a regular meeting of the club at least one month prior to the annual general meeting, the presiding officer shall ask for nominations by Members for President, Vice-President, Secretary, Treasurer and two other Directors.
(b) The nominations may be presented by Members to the Secretary in writing at any time before the election. The nominations duly made shall be placed on a ballot in alphabetical order under the positions of President, Vice-President, Secretary, Treasurer and Directors and shall be voted for at the annual general meeting.
(c) The candidates for President, Vice-President, Secretary and Treasurer receiving a majority of the votes shall be declared elected to their respective offices.
(e) The two candidates for Director receiving a majority of the votes shall be declared elected as Directors.
(f) The person elected as president shall serve as President-Elect for the year commencing on 1 July next following the election and shall assume office as President on 1 July immediately following that year. The persons elected as Secretary, Treasurer and as Directors shall assume those positions on 1 July immediately following the election.
Section 2 –Within two months after the election referred to in Section 1, the Board-elect shall meet and:
(a) Agree the allocation amongst themselves of responsibility for the following Standing Committees:
• Public Relations;
• Club Administration;
• Service Projects; and
• The Rotary Foundation; and
(b) Elect a Member as Sergeant-at-Arms for the year commencing on 1 July next following the meeting.
Section 3 – A vacancy in the Board or any office shall be filled by action of the remaining Board members.
Section 4 – A vacancy in the position of any Officer-elect or Director-elect shall be filled by action of the remaining members of the Board-elect.
Section 5 –
(a) The club may by resolution remove any member of the Board before the expiration of his period of office and may by resolution appoint another person in his stead.
(b) The person so appointed is subject to retirement at the same time as if he/she had become a Board member on the day on which the Board member in whose place he/she is appointed was last elected a Board member.
(c) The office of a member of the Board shall ipso facto be vacated if the member:-
(i) Resigns his office by notice in writing to the club; or
(ii) Shall be absent from more than three consecutive Board meetings without the consent or ratification of the Board; or
(iii) Fails to pay any debt due to the club on or before the day appointed for payment thereof or within three (3) months thereafter; or
(iv) Becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(v) Becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or
(vi) Ceases to be a member of the club.
Article 7 Duties of Officers
Section 1 – President. The duties of the President shall be to preside at meetings of the club and the Board and to perform such other duties as ordinarily pertain to the office of president.
Section 2 – Vice-President. The duties of the Vice-President to preside at meetings of the club and the Board in the absence of the President and to perform such other duties as ordinarily pertain to the office of Vice-President.
Section 3 – Secretary. The duties of the Secretary shall be to:
(a) Keep the membership records;
(b) Send out notices of club and Board meetings;
(c) Record and preserve the minutes of such meetings;
(d) Report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, which shall include per capita dues for all Members and prorated dues for Members who have been elected to membership of the club since the start of the July or January semiannual reporting period;
(e) Report changes in membership as required to RI;
(f) Provide the monthly attendance report to the District Governor within 15 days of the last meeting of each month;
(g) Collect and remit RI official magazine subscriptions; and
(h) Perform such other duties as usually pertain to the office of secretary.
Section 4 – Public Officer.
(a) For the purpose of the Associations Incorporation Act 2009, the Secretary of the club shall also be the Public Officer unless the Board by resolution appoints some other Member to that position.
(b) The common seal of the club shall be kept in the custody of the Public Officer.
(c) The common seal shall not be affixed to any instrument except by the authority of the Board, and the affixing of the common seal shall be attested by the signature of any two members of the Board.
(d) Except as otherwise provided by these bylaws, the Public Officer shall keep custody or control all records, books and other documents relating to the club.
(e) The records, books and other documents of the club shall be open to inspection, free of charge, by a Member at any reasonable hour.
(f) For the purposes of the Associations Incorporation Act 2009, the Public Officer shall:
(i) Keep a register of the members of the Board including the particulars prescribed by section 29;
(ii) Keep the register at his or her residential address;
(iii) If the club ceases to exist, keep the register for a period of 2 years after the club has ceased to exist;
(iv) Make available the register of the members of the Board to be inspected by any person without payment of any fee, at all reasonable hours; and
(v) Lodge a statement with the Department of Fair Trading as required by section 45.
Section 5 – Treasurer. The duties of the Treasurer shall be to:
(a) Have custody of all funds of the club;
(b) Account for all funds to the club annually and at any other time upon demand by the Board;
(c) Perform such other duties as pertain to the office of treasurer, and
(d) Upon retirement from office, hand over to the incoming treasurer or to the president all funds, books of accounts and all other club property held by him or her.
Section 6 – Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be to manage the arrangements for meetings of the club and such other duties as may be prescribed by the President or the Board.
Article 8 Avenues of Service
The five Avenues of Service (being Club Service, Vocational Service, Community Service International Service and New Generations Service) are the philosophical and practical framework for the work of the club. The club is to be active in each of the five Avenues of Service.
Article 9 Committees
Section 1 – General
(a) Service committees are charged with carrying out the annual and long-range goals of the club based on the five Avenues of Service.
(b) The President-Elect, President, and Immediate Past President shall work together to ensure continuity of leadership of and succession planning for each committee.
(c) So far as practicable, committee members should be appointed to the same committee for three years to ensure consistency and continuity.
(d) The President-Elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and conducting planning meetings prior to the start of his/her year as President.
(e) The President shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereof.
(f) Each committee shall transact such business as is implied by its title and such additional business as is referred to it by the President or the Board. Unless otherwise authorized by the Board, no committee shall take action until it has lodged a report and recommendation for action with the Board and such action (or alternative action) has been approved by the Board.
(g) The chairman of each committee shall convene regular meetings of the committee, shall supervise and coordinate the work of the committee and shall report to the Board monthly on all the committee's activities.
Section 2 – Standing Committees
Standing committees shall be appointed as follows:
This committee shall develop and implement a comprehensive plan for the recruitment and retention of members.
(b) Club Public Relations
This committee shall develop and implement plans to provide the public with information about Rotary and to promote the club's service projects and activities.
(c) Club Administration
This committee shall develop and implement plans for the effective operation of the club.
(d) Service Projects
This committee shall develop and implement educational, humanitarian, and vocational projects that address the needs of the local community and communities in other countries.
(e) The Rotary Foundation
This committee shall develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
Additional ad hoc committees may be appointed by the President or by the Board as needed.
(Note: A sample listing of optional committees may be found in the Club Committee Manual.)
Article 10 Duties of Committees
The duties of each committee shall be such as the Board approves at the start of each year, following prior consultation between the chairman of the committee and the President-Elect, as varied from time to time by the Board during the year. The duties shall include clearly defined goals and action plans.
Article 11 Meetings
Section 1 – Annual General Meeting. An annual general meeting of the club shall be held on the first meeting in December each year, at which time the election of officers and directors shall take place in accordance with Article 6 together with the items of business referred to in Article 12 Section 1 below.
Section 2 – Regular Weekly Meetings
(a) The regular meetings of the club shall be held each week on Monday, commencing at 7 pm.
(b) Due notice of any changes in or canceling of the regular meeting shall be given to all Members and honorary members of the club.
(c) All Members (or Members excused pursuant to the club's constitution) in good standing in the club, on the day of the regular meeting, must be counted as present or absent. Attendance must be evidenced by the Member being present for at least sixty (60) percent of the time devoted to the regular meeting, either at the club or at any other Rotary club or as otherwise provided in the club's constitution.
Section 3 – Quorum
One-third of the Members in good standing in the club present in person shall constitute a quorum for meetings of the club.
Section 4 – Board Meetings
The board shall meet not less than 10 times in the year at such times and places as it shall determine. Special meetings of the board may be called by the President, whenever deemed necessary, and shall be called upon the request of two Directors.
Section 5 – Quorum at Board Meetings
A majority of the Board present in person shall constitute a quorum for meetings of the Board.
Article 12 Procedure at General Meetings
Section 1 – Annual General Meetings
In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:
(a) To confirm the minutes of the last preceding general meeting;
(b) To receive from the Board, reports upon the activities of the club during the last preceding financial year;
(c) To elect the President and Directors of the club in accordance with Article 6 of these bylaws; and
(d) To receive and consider the statement which is required to be submitted to Members pursuant to Section 44 of the Associations Incorporation Act 2009.
Section 2 – Notice of general meetings. Except where the nature of the business proposed to be dealt with at any meeting of the club requires a special resolution, 14 days' prior notice of the time, date and place of all general meetings of the club shall be given to members by publication in the weekly club bulletin and details shall be included of the nature of the meeting and of any notices of motion therefor that may have been delivered to the secretary.
Section 3 – Resolutions
No motion shall be voted on at any meeting of the club unless at least 14 days' notice of the motion shall have been given to all the members.
Section 4 – Notice of special resolutions
Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be placed in the weekly club bulletin, specifying the place, date and time of the meeting, and the resolution proposed to be put to the meeting.
Section 5 – Special Resolutions
A resolution of the club is a special resolution if:
(a) It is passed by a majority which comprises not less than three-quarters of such Members of the club as, being entitled under these bylaws so to do, vote in person at a general meeting of which not less than 21 days' notice specifying the intention to propose the resolution as a special resolution was given in accordance with these bylaws: or
(b) Where it is made to appear to the NSW Department of Fair Trading that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a), the resolution is passed in a manner specified by the Commissioner.
Section 6 – Quorum
If within half an hour of the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and at the same place. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present (being not less than 3) shall constitute a quorum.
Section 7 – Presiding member
The President or, in the President's absence, the Vice-President, or in the Vice-President's absence, the President-Elect, shall preside as chairman at each general meeting of the club. If the President, Vice-President and President-Elect are absent from a general meeting or are unwilling to act, the Members present shall elect one of their number to preside as chairman of the meeting.
Section 8 – Voting
(a) Upon any question arising at a general meeting of the club, a member has one vote only and all votes shall be given personally and may not be given by proxy. A member is not entitled to vote at any general meeting of the club unless all money due and payable by the member to the club has been paid.
(b) In the case of an equality of votes on a question at a general meeting, the chairman of the meeting is entitled to exercise a second or casting vote.
Section 9 – Method of Voting
The business of the club shall be transacted by a vote on the voices (or, in case of doubt, by a show of hands) except the election of President, Vice-President, Secretary, Treasurer and Directors, which shall be by ballot (unless there is only 1 nominee for a position, in which case the nominee shall be declared elected). The Board may determine that a specific resolution be considered by ballot rather than by a vote on the voices.
Article 13 Procedure for Meetings of the Board of Directors
Section 1 – Notice of meetings. Oral or written notice of a meeting of the Board shall be given by the Secretary to each member of the Board at least 48 hours (or such other period as may be unanimously agreed upon by the Board) before the time appointed for the holding of the meeting.
Section 2 – Lack of quorum. No business shall be transacted by the Board unless a quorum is present in accordance with Article 11, Section 5 of these bylaws and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour of the same day of the following week.
Section 3 – Dissolution. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
Section 4 – Presiding member. At a meeting of the Board:
(a) The President, or in the President's absence the Vice President, or in the Vice-President's absence the President-Elect, shall preside; or
(b) If the President, the Vice President and the President-Elect are absent or unwilling to act such one of the remaining members of the Board as may be chosen by the members present at the meeting shall preside.
Section 5 – Voting
(a) Questions arising at a meeting of the Board shall be determined by a majority of the votes of members of the Board or of any such committee present at the meeting.
(b) Each member present at a meeting of the Board (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
Section 6 – Vacancies. Subject to a quorum being present, the Board may act notwithstanding any vacancy on the Board.
Section 7 – Validity of acts. Any act or thing done or suffered, or purporting to have been done or suffered, by the board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Board.
Article 14 Finances
Section 1 – Prior to the beginning of each fiscal year, the Board shall prepare or cause to be prepared a budget of estimated income and expenditure for the year, which shall stand as the limit of the club's expenditure for the year, unless otherwise determined by the Board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.
Section 2 –
(a) The Treasurer shall deposit all club funds in a bank named by the Board. The club funds shall be divided into two separate parts: club operations and service projects.
(b) The funds of the club shall be derived from admission fees and annual membership dues, donations and, subject to any resolution passed by the club in general meeting, such other sources as the Board determines.
(c) As soon as practicable after receiving money, the club shall issue an appropriate receipt.
(d) Subject to any resolution passed by the club in general meeting, the funds of the club shall be used in pursuance of the objects of the club in such manner as the Board determines.
Section 3 – All bills shall be paid by the Treasurer or other authorized officer only when approved by vouchers signed by any two Board members. All cheques shall be signed by any two Board members.
Section 4 – A thorough audit of all the club's financial transactions by a certified public accountant or other suitably qualified person shall be made once each year.
Section 5 – The fiscal year of the club shall extend from 1 July to 30 June, and for the collection of Members' 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 RI 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.
Article 15 Insurance
Section 1 – The club shall effect and maintain insurance in accordance with the Rotary National Insurance Program.
Section 2 – In addition to the insurance required under Section 1 of this Article, the club may effect and maintain other insurance.
Article 16 Members' Liabilities
The liability of a Member of this club to contribute towards the payment of the debts and liabilities of this club or the costs, charges and expenses of the winding up of this club is limited to the amount, if any, unpaid by the member in respect of membership of this club as required by Article 3 of these bylaws.
Article 17 Dissolution
The club shall not be dissolved except at a general meeting of the club specially convened for the purpose and by a special resolution. If upon the winding up or dissolution of the club there remains, after the satisfaction of all debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the Members but shall be given or transferred to some other Rotary club or clubs which shall also prohibit the distribution of its or their property among its or their members.
Article 18 Charitable Fundraising Act 1991
Section 1 – This Article applies whilst the club holds a fundraising authority under the Charitable Fundraising Act, 1991.
Section 2 – The club shall comply with such of the provisions of the Charitable Fundraising Act, 1991 and the regulations made thereunder as are applicable to it.
Section 3 – A member of the Board shall not be appointed to any salaried office of the club or any office of the club paid by fees and no remuneration or other benefit in money or money's worth shall be given by the club to any member of the Board except:
(a) Repayment of out-of-pocket expenses; and
(b) Interest at a rate not exceeding interest at the rate for the time being which is or would be charged by the club's bankers for money lent to the club.
Section 4 – Without limiting the operation of any of the provisions of the constitution of the club or any of the other provisions of these bylaws, the position of a member of the Board shall become vacant if:
(a) The member holds an office of profit in the club; or
(b) The member is directly or indirectly interested in any contract or proposed contract with the club.
Section 5 –Upon any winding up or dissolution under Article 21 no property of the club shall be given or transferred to any Rotary club which is not the holder of a fundraising authority under the Charitable Fundraising Act, 1991.
Article 19 Commission for Children and Young People Act 1998
Section 1 – The club shall comply with such of the provisions of the Commission for Children and Young People Act 1998 and the regulations made thereunder as are applicable to it.
Section 2 – As soon as practicable after election to membership of the club, every Member shall deliver to the President a signed declaration that the Member is not a prohibited person as defined by section 33B of the Commission for Children and Young People Act 1998.
Article 20 Amendments
Section 1 – These bylaws may be amended by a special resolution.
Section 2 – No amendment or addition to these bylaws can be made which is not in harmony with the club's constitution and with the constitution and bylaws of RI.
Section 3 – Any amendment to these bylaws or the club's constitution shall be advised by the Secretary to the Department of Fair Trading within 1 month, in accordance with section 10 of the Associations Incorporation Act 2009.
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