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Article 1 – Definitions

Board: The Board of Directors of this club. Officers: The officers of this club will be the President, President-elect, Vice-President, Secretary, Treasurer, and Sergeant-at- Arms. Director: A member of this club’s Board of Directors Member: An Active member (not an Honorary member) of this club. Past President: A Past President of this or another club who is an Active member of this club. RI: Rotary International. Year: The twelve-month period that begins on 1 July.

Article 2 – Board of Directors

The governing body will be a Board of Directors consisting of the President, Vice-President, President-elect, Immediate Past President, Secretary, Treasurer, Sergeant-at-Arms, and the five chairs of the standing committees as defined in Article 5 of these Bylaws. The officers as defined above are elected in accordance with Article 3. The Chair of the Satellite Club will serve on the Board ex-officio. The President of the Maryville Rotary Foundation will serve as an advisor to the Board.

Article 3 – Election of Officers

Section 1 – Annual Meeting. An annual business meeting of this club will be held on the first Wednesday in December in each year, at which time officers who will serve for the following year will be elected. Section 2 – Nominating Committee. Six weeks prior to the Annual Meeting in December the President will appoint a nominating committee made up of the club’s immediate Past President, and up to four additional members of the club, at least one of whom will be a Past President. The immediate Past President will serve as chair. Current elected officers are not eligible to serve on the committee. The nominating committee will identify candidates for the offices of President-nominee, Vice-President, Secretary, Treasurer and Sergeant-at-Arms. Section 3. Elections. The nominating committee will present a slate of candidates at the Annual Meeting. Members may also make nominations from the floor. If there is only one nomination for each office, the slate may be accepted by voice vote of members present, and the candidates will be declared elected to their respective offices. If there is more than one candidate for an office, all candidates for that office will be listed on a ballot in alphabetical order and will be voted by written ballot at the annual business meeting. The Sergeant-at-Arms will ensure accurate creation, distribution, collection, and tabulation of the ballots. The candidate who receives a majority of the votes will be declared elected to the office. A majority is considered to be fifty (50) percent plus one of the voting members present. Should no candidate receive a majority of the vote, a second vote will be held between the two candidates receiving the most votes in the first election. On the first day of July following the election, the President-elect will assume the office of President, and the President-nominee elected at the prior annual meeting will be the President-elect. Elected officers will serve a term of one year, beginning the first day of July following election. Section 4 – Vacancies. A vacancy in any elected position will be filled by action of the Board.

Article 4 – Duties of Officers

Section 1 – The President presides at meetings of the club and the Board and performs other duties described in these Bylaws, the RI President’s Manual or ordinarily pertain to the office of President. Section 2 – The President-elect serves as a director, and performs such other duties described in these Bylaws or prescribed by the President. Section 3 – The Vice-President serves as a director, presides at meetings in the absence of the President and performs other duties prescribed by the President. Section 4 – The Secretary Records attendance at meetings. Keeps membership records. Provides notices of club, Board, and committee meetings as directed by the President and requested by committee chairs. Records and preserves the minutes of the Board meetings and such other meeting as directed by the President. Reports as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, and new club officers and committee chairs. Provides the monthly attendance report to the district governor as required. Reports changes in membership to RI in a timely manner and to the Board. Performs other duties described in these Bylaws and the RI Club Secretary Manual and as prescribed by the President or the Board. Section 5 – The Treasurer Has custody of all funds, accounting to the club annually and at any other time upon request of the Board. Provides statements of account to all members on the schedule described in Article 8 of these Bylaws. Notifies the President and Secretary of any members whose dues and fees are delinquent according to that schedule and provides the President and Secretary with prompt notice of payments on delinquencies. Prepares or ensures the preparation of such state and federal tax returns and information forms as are required by law. Performs other duties described in the Bylaws, the RI Club Treasurer’s Manual, pertains to the office of Treasurer or as prescribed by the President or the Board. Upon retirement from office, the Treasurer will promptly turn over to the incoming Treasurer or to the President all funds, books of accounts, and any other club property. Section 6 – The Past President presides at meetings of the club and the Board in the absence of the President and Vice President, serves as director, and performs such other duties described in these Bylaws or may be prescribed by the President. Section 7 – The Sergeant-at-Arms provides assistance to the club, members and guests at all official functions of the club, maintains order at club meetings and other duties usually prescribed for such office and may be prescribed by the President or the Board.

Article 5 – Committees

Section 1 – Club committees are charged with carrying out the annual and long-range goals of the club. General responsibilities for each committee are outlined in the RI Club Committee Manual for each area. Each chair will be responsible for regular meeting and activities of his/her committee, will supervise and coordinate the work of the committee, and will report monthly to the Board on all committee activities. This club will have the following standing committees. The chair of each committee will be a member of the Board. Membership – This committee develops and implements a comprehensive plan to recruit and retain members. The Membership Committee is responsible for recruitment, induction, classification, orientation for new members, retention, engagement, attendance follow-up, and fellowship. Public Relations – This committee develops and implements plans to provide the public with information about Rotary; works closely with the Service Projects Committee to promote the club’s service projects and activities inside and outside the club; and coordinates the dissemination of information to club members through a club bulletin, website, and/or other media. Club Administration – This committee coordinates activities associated with the effective operation of the club, including logistics for meetings, weekly programs and speakers. Service Projects – This committee develops, implements, raises the funds, and coordinates the volunteers for educational, humanitarian, and vocational projects that address the needs of the local community and communities in other countries. It works closely with the Public Relations Committee to promote projects inside and outside the club. The Rotary Foundation – This committee develops and implements plans to support The Rotary Foundation through financial contributions, grant applications, and program participation. Section 2 – the President-elect appoints committee chairs for the year he or she will be President. Subcommittees and ad hoc committees may be appointed as needed. Section 3 – The President and President-elect will be ex officio members of all committees.

Article 6 – Meetings

Section 1 – The regular weekly meetings of this club will be held on Wednesday at a time and place determined by the Board. Reasonable notice of any changes in or canceling of the regular meeting will be given to all members of the club. The regular weekly meeting of the Satellite Club will be held on Monday at a time and place determined by the Satellite Club Board. Section 2 – One-third of the membership will constitute a quorum at the annual and regular meetings of this club and satellite club. Section 3 – Monthly meetings of the Board will be held on a date set by the President. Special meetings of the Board may be called by the President, whenever deemed necessary, or upon the request of two directors, due notice having been given. Section 4– A majority of the Board members, as described in Article 2, will constitute a quorum of the Board.

Article 7 – Method of Electing Members to the Club

Section 1 – Any active member of this club may propose a new member by submitting the proposed member’s name and qualifications on forms approved by the Board. The proposal is submitted to the Board in writing, through the club Secretary and/or Membership Committee. A transferring or former member of another club may be proposed to active membership by the former club as provided in the Rotary International Bylaws. The Board will ensure that the proposed member meets all the classification and membership requirements as set forth in the Standard Rotary Club Constitution. The Board will send notice of the proposal to the membership via email including a brief statement of qualifications of the proposed member. The Board will approve or disapprove the proposal within 30 days of its submission and will notify the proposer of its decision. If the decision of the Board is favorable, the proposed member will be considered to be elected to membership and induction arranged as soon as possible. The Secretary will promptly report the new member information to Rotary International. Section 2 – Orientation. As soon after election into membership as possible, the prospective member will be informed of the purposes of Rotary and of the privileges and responsibilities of membership. Section 3 – Honorary Membership. The club may elect, in accordance with the Standard Rotary Club Constitution, honorary members proposed by the Board.

Article 8 – Dues and Fees

Section 1 – Dues. The membership dues, fees and rate and method of payment for members’ meals and guests’ meals will be set annually by the Board. Annual club dues include RI per capita dues, a subscription to The Rotarian magazine, district per capita dues, club fees and any other Rotary or district per capita assessment. Section 2– Family Membership. The spouse or domestic partner of an active member who meets the qualifications to become a Rotarian qualifies for a Family Membership. The dues and fees for such family member will be set at a discounted rate as determined annually by the Board. There will be no discount in meal costs or sharing the prepaid meal plan. Section 3 – Semiannual payment. The collection of members’ dues and fees will be divided into two semiannual periods extending from July 1 to December 30 and from January 1 to June 30. Statements of financial obligation will be provided to members no later than June 15 and December 15 for dues and fees payable by July 1 and January 1, respectively Section 4– Proration. Dues and fees will be prorated for members who join during the year. Section 5– Past Due Account. Any member failing to pay dues and fees within thirty (30) days after the stated due date will be notified in writing by the Treasurer that the account is past due. If the account is not paid within ten (10) days of the date of notification, the Board, by majority vote, may terminate the membership, notifying the member within seven (7) days of the action. Provisions to appeal, mediate, or arbitrate the termination will be those prescribed in the Standard Rotary Club Constitution.

Article 9 – Finances

Section 1 – The fiscal year of this club will extend from July 1 to June 30. Section 2 – Prior to the beginning of each year, the Board-elect will prepare a budget of estimated income and expenditures for the year. The budget will address two separate operations: club operations and charitable/service projects. This budget will be presented to the Maryville Rotary Foundation for funding and to the membership for approval. Section 3 – All club funds will be deposited in a financial institution named by the Board. Section 4 – All bills will be paid upon vouchers signed by an officer other than the Treasurer to the extent that the expenditures are covered in the budget. Bills that exceed the budgeted amount, are not covered by the budget, or are paid by an authorized officer other than the Treasurer will be paid only when approved by two other officers. Section 5 – A thorough review of all financial transactions by a qualified person or persons, other than the Treasurer, will be made once each year. Such person or persons will be appointed by the President no later than June 1 of each year, with a report to be made to the Board no later than August 1 of each year. Section 6 – Officers having charge or control of club funds will give bond as required by the Board for the safe custody of the funds of the club, cost of bond to be borne by the club. Section 7 – Financial reports showing income and expenses as related to the annual budget will be submitted to the Board for review on a monthly basis. They will be submitted to the membership semiannually.

Article 10 –Memorials

In the event of the death of a current Active or Honorary member or the member’s spouse/partner, the club will make a donation to The Rotary Foundation in memory of the deceased. The donation for the Active Member will not exceed $100 and the donation for the spouse/partner will not exceed $50.00. Club memorials are limited to the above named persons.

Article 11 – Leaves of Absence

Upon written application to the Board, a leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time. Such leave of absence operates to prevent a forfeiture of membership but does not excuse the member from timely payment of dues. During the leave, the member is welcome to attend all functions of the club as he/she is able and is included in all communications to club members. The member will be counted absent unless exempt under the “Rule of 85” (See Maryville Rotary Club Constitution Article 10, Section 3b)

Article 12 – Method of Voting

The business of this club will be transacted by voice vote except the election of officers and directors, which will be conducted as described in Article 3, Section 1, of these Bylaws. The Board may determine that a resolution be considered by ballot rather than by voice vote.

Article 13 – Club Commitments

The club will not consider any resolution or motion to commit the club on any matter until the Board has considered it. Such resolutions or motions, if offered at a club meeting, will be referred to the Board without discussion.

Article 14 – Interpretation

Throughout these Bylaws, the terms “publish,” “send,” “mail,” and “meeting” (except a regular club meeting) will include use of electronic mail (e-mail) and internet technology to reduce costs, respect members’ time commitments, and increase responsiveness.

Article 15 – 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 will have been mailed 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 Standard Rotary Club Constitution and with the Constitution and Bylaws of RI.