Our Bylaws (As of July 1, 2013)
Article 1: Definitions
1. The Club: The Rotary Club of San Miguel de Allende – Midday
2. Board: The board of directors of this club
3. Director: A member of this club's board of directors
4. Committee Chair: An appointed position serving under a club director
5. Member: A member of this club
6. RI: Rotary International
7. RI Year: The twelve–month period that begins on July 1
8. Club Fiscal Year: The twelve–month period that begins on January 1
Article 2: Board of Directors
Section 1 – Governing Body
The governing body of this Club shall be the board of directors (the Board) consisting of the following: President, three (3) Vice Presidents, President-elect, Secretary, Treasurer, and immediate Past President. The total number of Board positions will be eight (8).
Section 2 – Positions
In no case can one individual occupy more than two (2) Board positions. Should any individual hold two (2) positions, he/she will only be entitled to one vote.
Article 3: Election of Directors
Section 1 – Nominations
At the first Club meeting in November of each year and at each subsequent November meeting, the presiding Director shall ask for nominations by members of the Club for the positions of Community Services Vice President, Membership Services Vice President, Club Services Vice President, Secretary, Treasurer, and President–nominee. The nominations shall be presented by a Nominating Committee and may also be presented by members from the floor.
Note: The current President–elect automatically become the new President on July 1 of the following year.
Section 2 – Nominating Committee
The Nominating Committee shall be chaired by the immediate Past President and shall consist of the current Club President, the President-elect and each Past President of this Club who remains a member in good standing. Nominations shall remain open through the month of November, after which, nominations shall automatically close.
Both the Nominating Committee and any member making nominations from the floor shall determine in advance the candidates’ ability, qualifications, and willingness to serve. All nominations and their relevant positions shall be placed on display during November Club meetings by the Nominating Committee chairperson.
Section 3 – Ballots
The nominations duly made shall be placed on a ballot in alphabetical order under each position and shall be voted on at the annual meeting during the first meeting in December of each year. Each of the candidates for President–nominee, Community Services Vice President, Membership Services Vice President, Club Services Vice President, Secretary, and Treasurer who receives a plurality of the votes shall be declared elected to his/her respective position.
The candidate for President-nominee who is elected in such balloting shall become the President–elect for the year commencing July1 next following the election, and shall assume office as President on July 1 immediately following that year. At the discretion of the Board, there may be appointed (by the Board) such additional Assistant Directors as they deem appropriate. Assistant Directors shall not be members of the Board.
Section 4 – Sergeant–at-Arms
The President appoints the Sergeant–at-Arms. The appointed Sergeant–at–Arms can be reappointed.
Section 5 – Vacancies
A vacancy on the Board shall be filled by action of the remaining Board members within 45 days. A vacancy in the position of any Director–elect shall be filled by action of the remaining Directors-elect, within 45 days.
Section 6 – Computer Abilities
Board members must have sufficient computer capabilities to be able to communicate appropriately on Club matters, including via e-mail.
Article 4: Duties of Directors
Section 1 – President
It shall be the duty of the President to preside at meetings of the Club and the Board and to perform other duties as ordinarily pertains to the office of President. The President shall also oversee the Sergeant–at–Arms. The President (or a presiding Director) shall not be a voting member of the Board except to break a tie. He/she must have a minimum of two years’ Rotary experience in this or any other Rotary Club, as of the beginning of his/her term of office as President.
Section 2 – President-elect
It shall be the duty of the President–elect to serve as Chairperson of the Rotary Relations Committee, which includes District and Rotary International (RI) relations and The Rotary Foundation (TRF) relations, as well as to perform such other duties as may be prescribed by the President or the Board. Prior to taking office as President, he/she will be expected to attend the President–elect Training Seminar (PETS), funds for which shall be underwritten by the Club.
Section 3 – Immediate Past President
It shall be the duty of the immediate Past President to preside over all weekly and Board meetings in the absence of the President, to chair the Nominating Committee, and to serve as ad-hoc adviser to all committees. The Past President will also perform such other duties as may be prescribed by the President or the Board.
Section 4 – Vice Presidents
It is the duty of each Vice President to report directly to the President regarding his/her Committee’s activities and to provide a report to the Board and the membership on a quarterly basis. The three positions are:
1. Community Services Vice President
2. Membership Services Vice President
3. Club Services Vice President
See article 8 for a full description of duties.
Section 5 – Secretary
It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of Club and Board meetings; record and preserve the minutes of Board meetings; report as required to Rotary International, including changes in membership and the semi-annual reports of membership on January 1 and July 1 of each year; and provide the monthly attendance report (% of members attending club meetings), which shall be sent to the District Governor within 15 days of the last meeting of the month.
The Secretary – with support from other Board members – will develop and publish a monthly newsletter. He/she will also oversee the Club History Committee. The Secretary may serve up to three (3) successive terms.
Section 6 – Treasurer
It shall be the duty of the Treasurer to manage all Club accounting; that is, have custody of, and be accountable for, all funds. and provide a printed monthly report to the Board and a quarterly report to the membership. He/she will also serve as Chairperson of the Finance Committee and manage the Fundraising Committee. The Treasurer will also notify all members of deadlines for dues payment by June 1 and December 1 of each fiscal year; a final notice will be sent on June 30 and December 31 to those members who have not paid.
On retirement from office, and on or before July 15, the Treasurer shall turn over to the incoming Treasurer and to the incoming President all funds, books of accounts, and any other Club property. The Treasurer may serve up to three (3) successive terms.
Article 5: Membership Meetings
Section 1 – Regular Meetings
The regular weekly meetings of this Club shall be held on Tuesday at a pre–designated venue. Due notice of any changes in or cancelling of the weekly meeting shall be given to all members of the Club by the President or Secretary.
Section 2 – Club Meeting Agenda
It shall be the duty of the President to determine the current Club meeting agenda and sequence, which may contain the following components: call of meeting to order, moment of inspiration, introduction of visiting Rotarians and guests, correspondence, announcements and Rotary information, Board and Committee reports, happy pesos, raffle, special speaker or program, and/or adjournment of program.
Section 3 – Attendance
All members (except honorary members or members excused pursuant to Article 8, Sections 3 and 4, of the standard Rotary Club Constitution) in good standing in this Club, on the day of the regular meeting, must be counted as present or absent.
Attendance must be evidenced by the member’s being present at the entire regular meeting, either at this Club or at any other Rotary Club, or as otherwise provided in the standard Rotary Club Constitution, Article 8, Sections 1 and 2.
Section 4 – Annual Meeting
An annual meeting of this Club shall be held on the regular meeting day during the first week of December in each year, at which time the election of Directors to serve for the ensuing Rotary year shall take place.
Section 5 – Quorum
One–third of the membership shall constitute a quorum at the annual and regular meetings of this Club.
Section 6 – Sergeant–at–Arms
The Sergeant–at–Arms shall manage the set–up and take–down of equipment and banners for the weekly meetings and will be assisted by assigned members (Greeter, Attendance and Raffle). The Sergeant–at–Arms will maintain decorum at the meetings and work to prevent any occurrence that might detract from the dignity or prestige of the Club. He/she may also be responsible for other duties as assigned by the President.
Section 7 – No Smoking
No smoking is allowed at Club, Board, or Committee meetings.
Article 6: Board Meetings
Section 1 – Regular Board Meetings
Regular meetings of the Board shall be held once per month at a time and place to be announced by the President with a minimum of one–week’s advance notice. At that time, the Club President (or the designated presiding Director) will post the tentative agenda.
Section 2 – Virtual Attendance
Board members who are unable to attend a Board meeting may participate in the discussion and vote by utilizing teleconferencing methods or computer voice communications. The absent Board member will be responsible for any cost or set-up involved.
Section 3 – Special Board Meetings
Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) Board members, due notice having been given.
Section 4 – Interim Board Decisions
The Board may transact business via the Internet, providing that there is no objection by any Board member. A record of any such interim Board decision(s) must be maintained and included in the Minutes of the following regular Board meeting.
Section 5 – Minutes
Minutes shall be taken at all Board meetings (regular and special) and shall be published to the Membership within 10 days of the meeting.
Section 6 – Board Quorum
A majority of the Board members shall constitute a quorum of the Board. A Board member who is going to be absent for two or more months should appoint a former Board member to represent him/her and have his/her vote.
Section 7 – Participation
All members of the Club, in good standing, are welcome to attend Board meetings. The President may invite guests to participate. Members and guests may, with prior approval of the President, be allowed to speak on an existing agenda item. Prior approval of the President is required if one wishes to bring a new agenda item to the Board meeting.
Section 8 – Procedures for Meetings
Procedures of the Board, when in question, will be governed by Roberts’ Rules of Order. The Secretary, unless another Board member is designated by the President, shall act as Parliamentarian for any Board meeting and shall keep a copy of these Bylaws and Roberts’ Rules of Order available at all times.
Article 7: Voting
Section 1 – Eligibility to Vote
Only members in good standing are eligible to vote.
Section 2 – Method of Voting
The business of this Club shall be transacted by viva voce* vote except the election of Directors or appeals of Board decisions, which shall be by ballot. No proxy voting is allowed, except as specified in absentee balloting for Directors and Amendments to these Bylaws.
*Note: Viva voce vote is defined as when Club voting is conducted by vocal assent.
Section 3 – Annual Meeting Voting
For election of Directors, all ballots shall be delivered to the Secretary. For members not attending the annual meeting, absentee ballots may be delivered to the Secretary by mail or by electronic mail, with the name of the voting member disclosed (for control purposes only), and must be delivered by 11:59 p.m. local time on the day immediately preceding the Annual Meeting.
In case of a voting tie for any position, there shall be a second election conducted immediately to fill that position. The Secretary will count ballots, and the results will be read to the membership before the end of the annual meeting.
Article 8: Committees
Section 1 – Committees and Areas of Service
Club Committees are charged with carrying out the annual and long–range goals of the Club based on the Avenues of Service and the Club’s strategic plan. Our Club will concentrate on Club Services, Community and international Services, and Membership Services.
The outgoing and incoming Directors will work together to ensure continuity of leadership and succession planning. When feasible, committee members may be appointed to the same committee for several years to enable continuity and consistency.
The President–elect and the appropriate Vice Presidents–elect are responsible for appointing committee chairs and for conducting planning meetings prior to the start of their terms in office.
Section 2 - Standing Committees
The duties (Terms of Reference, ToR) 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 and Club materials. Each committee shall propose a specific mandate, clearly defined goals, and established action plans for implementation during the course of their year. It shall be the primary responsibility of the President to provide the necessary leadership to Club Committees for the implementation of mandates, goals, and plans approved by the Board.
(a) The President shall be an ex–officio member of all Committees and, as such, shall have all the privileges of membership therein.
(b) Each Committee shall transact its business as is consistent with these bylaws and such additional business related to its role or referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take spending or fundraising action until a request has been made to and approved by the Board.
(c) Each Chairperson shall be responsible for the conduct of regular meetings and for the activities of their committee, and shall report to the Board on all significant committee activities and/or decisions.
(d) Each Chairperson shall ensure that agendas are available for all his/her committee meetings, and that the minutes of such meetings are provided within a week to the Club Secretary who – jointly with the Website Committee - will ensure that the minutes are posted on the Club’s website within 10 days following such meetings.
Section 3 – Community Services Committees
The Community Services Vice President shall manage the following committees:
a) Community Projects – This committee shall develop and implement educational, humanitarian, and service projects that address the needs of the San Miguel de Allende region. This committee will be involved in working with other Rotary Clubs to seek their International Service monies for local projects, and will be involved in the administration of those project funds with proper reporting and within the guidelines as established by Rotary International and The Rotary Foundation.
b) International Projects – This committee will support an educational, humanitarian, or vocational project each year that addresses the needs of a community in another country.
Section 4 – Membership Services Committees
The Membership Services Vice President shall manage the following committees:
a) Membership – This committee will develop and implement a comprehensive plan for the recruitment, selection, training, and retention of new members. The Committee is responsible for induction and training of new members until such time when the member is eligible for his/her blue badge.
b) Public Relations & Publicity – This committee will develop and implement plans to provide the public and Club members with information about Rotary. The goal is to promote Club activities and events such as our Club´s service projects and fundraising activities and provide quality links to Rotary International and Rotary Foundation information. The committee will also promote the Club Newsletter.
c) Fellowship – This committee will develop and implement plans to provide the membership with opportunities to build friendships outside of regular
Club and committee meetings. This committee is also responsible for ensuring that visiting Rotarians feel welcome at club meetings and events.
Section 5 – Club Services Committees
The Club Services Vice President shall manage the following committees:
a) Programs – This committee will develop and implement a comprehensive plan to bring a balanced cross–section of interesting speakers to the Club to enhance membership, educate our members, and promote our club’s service activities.
b) Education and Training – This committee will develop and implement a comprehensive plan for the training, education, and retention of existing members.
c) Website – This committee will develop and implement a plan to provide a website that will be attractive, informative, and easy to navigate. The goal is to bring Rotarian and non-Rotarian viewers to our website to promote our Club’s activities and events.
Section 6 – Treasury Committees The Treasurer shall manage the following committees:
a) Finance – This committee will assist in the development and implementation of a comprehensive plan to manage the financial health of our club and will consult with Treasurer in formulating policy for recommendation to the Board as necessary.
b) Fundraising – This committee will manage all Board-approved fundraising activities of the club, and is responsible for appointing a chairperson for each specific fundraising event.
Section 7 – Rotary Relations Committee
The President–elect shall manage the following Committees:
a) The Rotary Foundation – This Committee will develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
b) District and Rotary International Relations – This Committee will develop and implement plans to foster relations with other Rotary Clubs in this District, with the District 4160 Administration, and with the Rotary International headquarters. This committee will also be our communications link for programs, seminars, and conferences within Rotary.
Section 8 – Nominating Committee The Past President shall chair the Nominating Committee, which will present a slate of candidates for Director for the next Rotary year to the membership each December at the Annual Meeting.
Section 9 – Club History Committee This Committee, managed by the Club Secretary, will collect and organize all materials relating to the past activities, awards, events, and administrations of our club – and to make such materials accessible to all Club members.
Article 9: Registration and Dues
Section 1 – Registration Fee
Persons applying for membership shall pay a registration fee of $50USD or the equivalent in Mexican pesos, to be paid before the applicant can qualify as a member. Transfering Rotarians shall not pay a new registration fee.
Section 2 – Dues
The membership dues shall be set annually in November by the Board, payable semiannually on, or before, 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. No person shall simultaneously hold active membership in this and another Rotary Club.
Treasurer Lee Daneker will be gone from San Miguel beginning June 1, and incoming Treasurer Juan Bernardo Nales, whom Lee has trained, will begin assuming Treasurer's duties beginning June 1. Lee Carter will act as coach for Juan Bernardo as he becomes familiar with the Treasurer's duties.
Dues Collection: Alejandro Guerra volunteered to collect second half 2014 dues beginning in June.
Dues Policy: The Board decided:
- if any member hasn't paid their dues in full by either January 1 or July I they will be given until the end of January or the end of July to pay.
- if they haven't paid by the end of January or July, the Secretary will send them a notice telling them that they must pay by February 15or August 15 or be suspended from the club.
- if they haven't paid by February 15 or August 15 they will be suspended.
- the president can make exceptions for hardship cases.
Article 10: Leaves of Absence
Section 1 – Procedure
Upon written application to the Board, a leave of absence may be granted by the Board. The leave of absence is applicable for a period of no less than three (3) months or more than six (6) months and could be extended as necessary upon written application. The granting of a leave of absence does not excuse the payment of dues.
Section 2 – Types
A medical leave of absence will be granted in writing only for sufficient medical reasons which would prevent that member from participating at other Rotary Clubs, and/or from e–Club make–ups. A request for a personal leave of absence and/or any exception to this Article will be determined by the Board [based on the merits of the application.]
Section 3 – Substitute
If and when a member being a chairperson of a committee seeks a Leave of Absence, he/she must inform the Board of the name of a member who has agreed to chair said committee during his/her period of absence.
Article 11: Resignation and Termination
Section 1 – Club Members
A member of the Club may resign at any time by submitting a written letter of resignation to the Secretary. Such letter should include an effective date and reason for resignation. A member of the Club, in the absence of a formal resignation letter, will be considered resigned if a formal request from the Club Treasurer for semi–annual dues goes unheeded past February 15th or August 15th, and will be dropped from the Rotary International membership roster.
A member of the Club who fails to attend 50% of the Club meetings (or other substitute activities) shall be issued a formal notice by the Club Secretary, indicating that he/she is no longer a Member in Good Standing. During a subsequent probationary period (of 2 months), the individual will be expected to attend a minimum of 50% of regular meetings unless the President gives prior excuse. Failure to meet those attendance requirements shall then result in automatic termination of membership in the Club.
Section 2 – Board Members
If a member of the Board of Directors compiles three (3) consecutive unexcused absences from scheduled meetings of the Board of Directors, his/her position on the Board of Directors is automatically declared vacant. The vacancy is then filled according to these bylaws. An unexcused absence is one in which a member does not show up at a meeting and fails to give prior notice that he/she will be unable to attend said meeting.
Article 12: Finances
Section 1 – Budget
Prior to the beginning of each fiscal year, each Board member shall within his/her area of responsibility, will prepare a budget of estimated income and expenditures for the following year. These budgets shall be reviewed and revised as necessary by the Finance Committee so that the Finance Committee can present a master budget to the Board for approval in November
Section 2 – Master Accounts
At the direction of the Board, the Treasurer shall cause to be opened bank accounts for club activities, projects and fundraising events, each account requiring at least two signatures for withdrawal of money as specified in the Club’s Bank Procedures. The Treasurer shall deposit all funds in these accounts while maintaining a petty cash fund for incidental and small expenses needed for the ongoing activities of the Club.
Section 3 – Bills
All bills will be paid by the Treasurer or other authorized Director or Project Manager, only when approved in writing by two other Directors. This shall pertain also to petty cash disbursements, with the exception of routine meeting expenses and speaker lunches.
Section 4 – Audit
A thorough review of all financial transactions by a qualified person or an authorized accountant shall be made within three (3) months after the end of each fiscal year, and when a Treasurer leaves office. The account must be approved by the Membership.
Section 5 – Fiscal Year
The fiscal year of this Club shall extend from January 1 to December 31. The payment of per capita dues including the official Rotary magazine subscriptions shall be based on the membership of the Club on July 1 and January 1 and the result of the SARS report as completed by the Secretary.
Section 6 – Financial Procedures
The Treasurer in his/her work will be guided by the Club Treasurer Manual and all other manuals/guidelines as accepted by the Board.
Article 13: Election of New Members
Section 1 – Submission
The application for a prospective member, proposed by an active member of the Club, will be submitted to the Board in writing through the Membership Services Vice President. A transferring or former member of another Club may be proposed to active membership by the former Club or by direct application. All applicants must have a Club Sponsor assigned by the Membership Chairperson. The application shall be kept confidential, except as otherwise provided in this procedure, until election is confirmed.
Section 2 – Verification
The Membership Committee shall ensure that the application meets all the classification and membership requirements of the standard Rotary Club Constitution prior to submission to the Board.
Section 3 – Board Approval
The Board shall approve or disapprove the application within thirty (30) days of its submission, and shall notify the sponsor, through the Membership Services Vice-President, of its decision.
Section 4 – Interview
If the decision of the Board is favorable, the prospective member shall be informed by his sponsor of the purposes of Rotary and of the privileges and responsibilities of membership, after which the prospective member shall be requested to sign the membership application form, and to permit his/her name and proposed classification to be published to the Club.
Section 5 – Membership Approval and Election
If no written objection to the application, with stated 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 candidate, upon payment of the admission fee, as prescribed in these bylaws, shall be considered to be elected to membership.
If any such objection has been filed with the Board, the Directors shall vote on this matter at its next meeting. If approved, despite the objection, the proposed member, upon payment of the admission fee, shall be considered as elected to membership.
Section 6 – Induction
Following the election, the sponsor shall arrange for the new member's induction, membership identification, and for the receipt of all Rotary literature relevant to new members. In addition, the Secretary will report the new member’s required information to RI. The sponsor will assist with the new member's assimilation into the Club (red badge training period) as well as the assignment of the new inductee to a Club committee.
Section 7 – Honorary Membership
The Club may elect, in accordance with the standard Rotary Club Constitution, honorary members proposed by the Board. Honorary members pay no dues and cannot vote.
Article 14: Commitments of the Club
Section 1 – Resolutions
The Club shall not consider any resolution or motion to commit the Club on any matter until the Board has approved it. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion.
Section 2 – Board Approval
No member may, individually, commit the Club to any expenditures or obligations without prior approval of the Board and/or the President.
Article 15: Transparency
Section 1 – Transparency Clause
The Club is committed to full transparency in all its activities. To achieve this goal, committee meetings are open to all Rotary members. However, members are expected to avoid the transmittal of personal, sensitive, or proprietary information outside the Club, and to avoid any potential conflicts of interest that could give the appearance of impropriety and violate the Four-Way Test of Rotary.
Article 16: RI Magazine
Section 1 – Delivery
The magazine will be available in English and sent to the Club’s mailing address in Laredo to ensure quick delivery and lower pay for the magazine, unless otherwise specifically requested by a member, who will bear any cost above the cost of delivery to the Club´s Laredo address.
Article 17: Amendments to Bylaws
Section 1 – Procedure
These Bylaws may be amended at any regular meeting, with a quorum being present, by a two–thirds (2/3’s) vote of all members present, provided that notice of such proposed amendment shall have been made to each member at least ten (10) days prior to 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.
Section 2 – Voting
A member in good standing may deliver his/her vote to the Secretary as per Article 7, Section 3.
As approved by the membership of the Rotary Club of San Miguel de Allende – Midday on June 25, 2013.
These revised bylaws shall take effect on July 1, 2013.