RULES OF
ROTARY CLUB OF SYDNEY INCORPORATED (INCLUDING PROPOSED AMENDMENTS)
Rule I Definitions
As used in these rules, unless the context otherwise clearly requires, the words in this rule shall have the following meanings:
1. Act: The Associations Incorporation Act 1984.
2. Board: The board of directors of the club.
3. Bylaws: The bylaws of the club.
4. Director: A member of the club’s board of directors.
5. Director-General: The Director-General of the Department of Fair Trading, or any other person for the time being administering the Act.
6. Member: A member, other than an honorary member, of the club.
7. Nominating committee: The nominating committee for presidents-elect and vice-presidents established in accordance with rule XIX, section 3.
8. President-elect (1): That president-elect whose term of office as president is to commence on 1 July next following any given date.
9. President-elect (2): That president-elect whose term of office as president is to commence on 1 July next following the date when the term of office as president of the then current president-elect (1) is due to commence.
10. Public officer: The person for the time being holding office as public officer of the club in accordance with the Act.
11. RI: Rotary International.
12. Secretary: The person holding office under these rules as secretary of the club or, if no such person holds that office, the public officer.
13. Year: The twelve-month period which begins on 1 July.
Rule II Name
The name of this organisation shall be Rotary Club of Sydney Incorporated. It is a member of Rotary International.
Rule III Locality of the Club
The locality of the club is Sydney.
Rule IV Object
The Object of Rotary, and accordingly of the club, is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:
First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian’s personal, business and community life;
Fourth. The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.
Rule IVA Four Avenues of Service
Rotary’s Four Avenues of Service are the philosophical and practical framework for the work of the club.
1. Club Service, the first Avenue of Service, involves action a member should take within the 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, recognising 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 the club’s locality.
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.
Rule V Meetings
Section 1 - Regular Meetings
(a) Day and Time. The club shall hold a regular meeting once each week on the day and at the time provided in the bylaws.
(b) Change of Meeting. For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place.
(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday, including a commonly recognised holiday, or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that the club does not fail to meet for more than three consecutive meetings.
Section 2 Annual General Meeting. An annual general meeting for the purposes prescribed by section 26 of the Act shall be held not later than 31 December as provided in the bylaws.
Rule VI Membership
Section 1 General Qualifications.
The club shall be composed of adult persons of good character and good business and professional reputation.
Section 2 Kinds.
The club shall have two kinds of membership, namely: active and honorary.
Section 3 Active Membership.
A person possessing the qualifications set forth in rule V, section 2 of the RI constitution may be elected to active membership in the club.
Section 4 Transferring or Former Rotarian.
A member may propose to active membership a transferring member or former member of a club, if the proposed member is terminating or has terminated such membership in the former club due to no longer being engaged in the formerly assigned classification of business or profession within the locality of the former club or the surrounding area. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations.
Section 5 Dual Membership.
No person shall simultaneously hold active membership in this and another Rotary club. No person shall simultaneously be a member and an honorary member in the club. No person shall simultaneously hold active membership in the club and membership in a Rotaract club.
Section 6 ¬- Honorary Membership
(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary’s cause may be elected to honorary membership in the club. The term of such membership shall be as determined by the board. Persons may hold honorary membership in more than one club.
(b) Rights and Privileges. Honorary members shall be exempt from the payment of admission fees and dues under rule X, shall have no vote and shall not be eligible to hold any office in the club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of the club. No honorary member of the club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.
Section 7 Holders of Public Office.
Persons elected or appointed to public office for a specified time shall not be eligible to active membership in the club under the classification of such office. This restriction shall not apply to persons holding positions or offices in schools, colleges or other institutions of learning or to persons who are elected or appointed to the judiciary. Members who are elected or appointed to public office for a specified period may continue as such members in their existing classifications during the period in which they hold such office.
Section 8 Rotary International Employment.
The club may retain in its membership any member employed by RI.
Rule VII Classifications
Section 1 General Provisions.
(a) Principal Activity. Each member shall be classified in accordance with the member’s business or profession. The classification shall be that which describes the principal and recognised activity of the firm, company or institution with which the member is connected or that which describes the member’s principal and recognised business or professional activity.
(b) Correction or Adjustment. If the circumstances warrant, the board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.
Section 2 Limitations.
The club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, 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 than 10 percent of the club’s active membership. Members who are retired shall not be included in the total number of members in a classification. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations.
Rule VIII Attendance
Section 1 General Provisions.
Each member should attend the club’s regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action was reasonable, or makes up for an absence in any of the following ways:
(a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member
(1) attends at least 60 percent of the regular meeting of another club or of a provisional club; or
(2) attends a regular meeting of a Rotaract or Interact club or Rotary Community Corps or Rotary Fellowship or of a provisional Rotaract or Interact club or Rotary Community Corps or Rotary Fellowship; or
(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multizone conference, a meeting of a committee of RI, a Rotary district conference, a Rotary district assembly, any district meeting held by direction of the board of directors of RI, any district committee meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or
(4) is present at the usual time and place of a regular meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or
(5) attends and participates in a club service project or a club sponsored community event or meeting authorised by the board;
(6) attends a board meeting or, if authorised by the board, a meeting of a service committee or team to which the member is assigned; or
(7) participates through a club website in an interactive activity requiring an average of 30 minutes of participation.
When a member is outside the member’s country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend meetings in another country at any time during the travel period, and each such attendance shall count as a valid make up for any regular meeting missed during the member’s time abroad.
(b) At the Time of the Meeting. If, at the time of the meeting, the member is
(1) travelling with reasonable directness to or from one of the meetings specified in sub subsection (a)(3) of this section; or
(2) serving as an officer or member of a committee of RI, or a trustee of The Rotary Foundation; or
(3) serving as the special representative of the district governor in the formation of a new club; or
(4) on Rotary business in the employ of RI; or
(5) directly and actively engaged in a district sponsored or a RI or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or
(6) engaged in Rotary business duly authorised by the board which precludes attendance at the meeting.
Section 2 – Extended Absence on Outposted Assignment.
If a member will be working on an outposted assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the meetings of the member’s club, provided there is a mutual agreement between the two clubs.
Section 3 Excused Absences.
A member’s absence shall be excused if
(a) the absence complies with the conditions and under circumstances approved by the board. The board may excuse a member’s absence for reasons which it considers to be good and sufficient; or
(b) the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more and the member has notified the club secretary in writing of the member’s desire to be excused from attendance and the board has approved.
Section 4 RI Officers’ Absences.
A member’s absence shall be excused if the member is a current officer of RI.
Section 5 Attendance Records.
Any member whose absences are excused under the provisions of subsection 3(b) or section 4 of this rule shall not be included in the membership figure used to compute the club’s attendance.
Rule IX Directors
Section 1 Governing Body.
The governing body of the club shall be the board constituted as provided by rule XIX, section 4.
Section 2 - Delegation by Board to Committee
(a) The board may, by instrument in writing or by a bylaw adopted by the board in accordance with rule XVI, delegate to one or more committees (consisting of such member or members of the club as the board thinks fit) the exercise of such of the functions of the Board as are specified in the instrument or bylaw, other than:
(i) this power of delegation; and
(ii) a function which is a duty imposed on the board by the Act or by any other law.
(b) A function the exercise of which has been delegated to a committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the committee in accordance with the terms of the delegation.
(c) A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation or bylaw.
(d) Despite any delegation under this rule, the board may continue to exercise any function delegated.
(e) Any act or thing done or suffered by a committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the board.
(f) The board may, by instrument in writing or by a bylaw adopted by the board in accordance with rule XVI, revoke or alter, wholly or in part, any delegation under this rule, or vary the composition of any committee.
(g) A committee may meet and adjourn as it thinks proper.
(h) Questions arising at a meeting of any committee appointed by the board are to be determined by a majority of the votes of committee members present at the meeting.
(i) Each member present at a meeting of any committee appointed by 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.
Any act or thing done or suffered or purporting to have been done or suffered by a committee appointed by the board is valid and effectual despite any defect that may afterwards be discovered in the appointment of any committee.
Section 3 Board Action Final.
The decision of the board in all club matters is final, subject only to an appeal to the club. However, as to a decision to terminate membership, a member, pursuant to rule XI, section 6, may either appeal to the club or request arbitration. If appealed, a decision of the board shall be reversed only by a two thirds vote of the members present, at a regular meeting specified by the board, a quorum is present and notice of the appeal has been given by the secretary to each member at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the club shall be final.
Section 4 - Qualifications.
Each director shall be a member in good standing of the club. The president elect (1) shall attend the district presidents elect training seminar and the district assembly unless excused by the governor elect. If so excused, the president elect (1) shall send a designated club representative who shall report back to the president elect (1). If the president-elect (1) does not attend the presidents-elect training seminar and the district assembly, has not been excused by the governor-elect and, so excused, does not send a designated club representative in his or her place, he or she shall not be able to serve as club president. In such event, the current president shall continue to serve as club president until a successor who has attended a president-elect training seminar and district assembly or training deemed sufficient by the governor-elect has been duly elected.
Rule X Admission Fees and Dues
Every member shall pay an admission fee and half-yearly dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of the club pursuant to rule VI, section 4 shall not be required to pay a second admission fee. A Rotaractor who ceases to be a member of Rotaract within the preceding two years, who is accepted into membership of the club, shall not be required to pay an admission fee.
Rule XI Duration of Membership
Section 1 Period.
Membership shall continue during the existence of the club unless terminated as hereinafter provided.
Section 2 Automatic Termination.
(a) Membership Qualifications. Membership shall automatically terminate when a member no longer meets the membership qualifications, except that:
(1) the board may grant a member moving from the locality of the club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member continues to meet all conditions of club membership; and
(2) the board may allow a member moving from the locality of the club or the surrounding area to retain membership, if the member continues to meet all conditions of club membership.
(b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person, provided such person’s membership was in good standing at the time of termination, may make new application for membership, under the same or another classification. A second admission fee shall not be required.
(c) Termination of Honorary Membership. Honorary membership shall automatically terminate at the end of the term for such membership as determined by the board. However, the board may extend an honorary membership for an additional period. The board may revoke an honorary membership at any time.
Section 3 Termination Non Payment of Dues.
(a) Process. Any member failing to pay dues within thirty (30) days after the time prescribed by the bylaws shall be notified in writing by the secretary at the member’s last known address. If the dues are not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board.
(b) Reinstatement. The board may reinstate the former member to membership upon the former member’s petition and payment of all indebtedness to the club. However, no former member may be reinstated to active membership if the former member’s classification has been filled.
Section 4 Termination Non Attendance.
(a) Attendance Percentages. A member must
(1) attend or make up at least 50 percent of club regular meetings in each half of the year;
(2) attend at least 30 percent of the club’s regular meetings in each half of the year (assistant governors, as defined by the board of directors of RI, shall be excused from this requirement).
If a member fails to attend as required, the member’s membership shall be subject to termination unless the board consents to such non attendance for good cause.
(b) Consecutive Absences. Unless otherwise excused by the board for good and sufficient reason or pursuant to rule VIII, sections 2 or 3, each member who fails to attend or make up four consecutive regular meetings, shall be informed by the board that the member’s non attendance may be considered a request to terminate membership in the club. Thereafter, the board, by a majority vote, may terminate the member’s membership.
Section 5 Termination Other Causes.
(a) Good Cause. The board may terminate the membership of any member who ceases to have the qualifications for membership in the club or for any good cause by a vote of not less than two thirds of the board members, at a meeting called for that purpose. The guiding principle for the meeting shall be Rule VI, Section 1, and the four-Way Test.
(b) Notice. Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days’ written notice of such pending action and an opportunity to submit a written answer to the board. The member shall have the right to appear before the board to state the member’s case. Notice shall be by personal delivery or by registered letter to the member’s last known address.
(c) Filling Classification. When the board has terminated the membership of a member as provided for in this section, the club shall not elect a new member under the former member’s classification until the time for hearing any appeal has expired and the decision of the club or of the arbitrators has been announced. However, this provision shall not apply if, by election of a new member, the number of active members under the said classification would remain within provided limitations even if the board’s decision regarding termination is reversed.
Section 6 Right to Appeal, Mediate or Arbitrate Termination.
(a) Notice. Within seven (7) days after the date of the board’s decision to terminate membership, the secretary shall give written notice of the decision to the member. Within fourteen (14) days after the date of the notice, the member may give written notice to the secretary of the intention either to appeal to the club, to request mediation or to arbitrate as provided in rule XV.
(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty one (21) days after receipt of the notice of appeal. At least five (5) days’ written notice of the meeting and its special business shall be given to every member. Only members shall be present when the appeal is heard.
(c) Mediation or Arbitration. The procedure utilised for mediation or arbitration shall be as provided for in rule XV.
(d) Appeal. If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration.
(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators, or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
(f) Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member may appeal to the club or arbitrate as provided in subsection (a) of this section.
(g) Section Does Not Apply to Non-Payment of Dues. This section 6 does not apply if section 3 of this rule XI applies.
Section 7 Board Action Final.
Board action shall be final if no appeal to the club is taken and no arbitration is requested.
Section 8 Resignation.
The resignation of any member from the club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to the club.
Section 9 - No Interest in Club Property.
No member of the club has at any time any interest in any of its funds or other property.
Section 10 - Temporary Suspension.
Notwithstanding any provision of these rules, if in the opinion of the board:
(a) credible accusations have been made that a member has refused or neglected to comply with these rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the club; and
(b) those accusations, if proved, constitute good cause for terminating the membership of the member; and
(c) it is desirable that no action should be taken in respect of the membership of the member pending the outcome of a matter or an event that the board considers should properly occur before such action is taken by the board; and
(d) it is in the best interests of the club that, without any vote being taken as to his or her membership, the member’s membership should be temporarily suspended and the member should be excluded from attendance at meetings and other activities of the club and from any office or position the member holds within the club (for the purposes of this clause, the member shall be excused from fulfilling attendance responsibilities),
the board may, by a vote of not less than two-thirds of the board, temporarily suspend the member as aforesaid for such period and on such further conditions as the board determines, albeit for a period no longer than is reasonably necessary in all the circumstances.
Rule XII Community, National and International Affairs
Section 1 Proper Subjects.
The merits of any public question involving the general welfare of the community, the nation and the world are of concern to the members of the club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions. However, the club shall not express an opinion on any pending controversial public measure.
Section 2 No Endorsements.
The club shall not endorse or recommend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate.
Section 3 Non Political.
(a) Resolutions and Opinions. The club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political nature.
(b) Appeals. The club shall not direct appeals to clubs, peoples or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.
Section 4 Recognising Rotary’s Beginning.
The week of the anniversary of Rotary’s founding (23 February) shall be known as World Understanding and Peace Week. During this week, the club will celebrate Rotary service, reflect upon past achievements and focus on programs of peace, understanding and goodwill in the community and throughout the world.
Rule XIII Rotary Magazines
Section 1 Mandatory Subscription.
Unless, in accordance with the bylaws of RI, the club is excused by the board of directors of RI from complying with the provisions of this rule, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for the club by the board of directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in the club and to the end of any six (6) month period during, which membership may terminate.
Section 2 Subscription Collection.
The subscription shall be collected by the club from each member semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the board of directors of RI.
Rule XIV Acceptance of Object and Compliance with Rules and Bylaws
By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the rules and bylaws of the club, and on these conditions alone is entitled to the privileges of the club. Each member shall be subject to the terms of the rules and bylaws regardless of whether such member has received copies of them.
Rule XV Arbitration and Mediation
Section 1 - Disputes.
Should any dispute, other than as to a decision of the board, arise between any current or former member(s), and the club or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the disputants, either be resolved by mediation or settled by arbitration.
Section 2 - Date for mediation or arbitration.
In the event of mediation or arbitration, the board shall set a date for the mediation or arbitration, in consultation with the disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.
Section 3 - Mediation.
The procedure for such mediation shall be that recognised by an appropriate authority with national or state jurisdiction or be that recommended by a competent professional body whose recognised expertise covers alternative dispute resolution or be that recommended by way of documented guidelines determined by the board of RI or the trustees of the Rotary Foundation. Only a member of a Rotary club may be appointed as mediator(s). The club may request the district governor or the governor’s nominee to appoint a mediator who is a member of a Rotary club and who has appropriate mediation skills and experience.
(a) Mediation outcomes.
The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s), and one copy given to the board to be held by the secretary. A summary statement of outcomes acceptable to the parties involved shall be prepared for the information of the club. Either party through the president or secretary may call for further mediation if it is considered either party has retracted significantly from the mediated position.
(b) Unsuccessful Mediation.
If mediation is requested but is unsuccessful, any disputant may request arbitration as provided in section 1 of this rule.
Section 4 - Arbitration.
In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or arbitrator.
Section 5 - Decision of arbitrators or umpire.
If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
Rule XVI Bylaws
The board may from time to time adopt bylaws not inconsistent with the Act, with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with these rules, embodying additional provisions for the government of the club. Such bylaws may be amended, repealed or replaced from time to time by the board.
Rule XVII Interpretation
Throughout these rules, references to mailing will include utilisation of electronic mail (e mail) and internet technology to reduce costs and increase responsiveness.
Rule XVIII Amendments
These rules may be amended only by special resolution as defined by the Act, but no such special resolution affecting the name or locality of the club may be passed unless the amendment proposed has the prior written consent of the board of directors of RI. The governor may offer an opinion to the RI board regarding any proposed amendment to the name or locality of the club.
Rule XIX Matters Required to be Included in Rules by Virtue of the Act
Section 1 - Register of members.
(a) Establishment and maintenance. The secretary must establish and maintain a register of members of the club specifying the name and address of each person who is a member of the club together with the date on which the person became a member.
(b) Inspection. The register of members must be kept at the principal place of administration of the club and must be open for inspection, free of charge, by any member of the club at any reasonable hour.
Section 2 - Members’ liabilities.
The liability of a member of the club to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of the winding up of the club is limited to the amount, if any, unpaid by the member in respect of membership of the club as required by rule X.
Section 3 - The Nominating Committee.
(a) The nominating committee for presidents-elect and vice-presidents consists of the president, the president-elect (1), the immediate past president and the three most recent former presidents holding office as such immediately before the immediate past president.
(b) The nominating committee may meet and conduct its affairs as it sees fit.
(c) Despite subsection (a) of this section, if any person entitled to be a member of the nominating committee is unable or unwilling to serve on it, the board may appoint any other member of the club to the nominating committee so as to bring the number of its members up to six.
(d) An immediate past president or former president who ceases to be a member of the club is taken, for the purposes of subsection (c) of this section, to be unable to serve on the nominating committee.
Section 4 - The Board.
(a) Supplement to Rule IX. This section is supplementary to rule IX and is to be read with it.
(b) Composition. The board consists of the following directors:
(i) the president, the president-elect (1), two vice-presidents, the secretary and the treasurer;
(ii) the immediate past president for the time being; and
(iii) 10 ordinary directors.
The president-elect (2) is not a director, but is entitled to attend (but not vote at) meetings of the board.
(c) Nominations for president-elect (2), vice-presidents, secretary, treasurer and ordinary directors. Nominations for the offices of president-elect (2), vice-presidents, treasurer, secretary and ordinary directors must be made in the manner hereinafter prescribed.
(d) Calling for nominations. Not later than the last regular meeting of the club in the month of September each year, the President must call for nominations for the offices of president-elect (2), two vice-presidents, a secretary, a treasurer and five ordinary directors. Any member entitled to vote may nominate a member qualified in accordance with the provisions of rule IX, section 4 for election as president-elect (2), vice-president, secretary, treasurer or ordinary director, except that:
(i) no person may serve as president of the club more than once, and accordingly a retiring president may not be nominated for election as president-elect (2); and
(ii) a member nominated for election as president-elect (2) must have served as a director of the club for not less than twelve months, but need not be a current director at the time of his or her nomination.
(e) Form of nomination. All nominations in accordance with subsection (d) of this section must be made in writing, signed by the nominator, and carry an acceptance of nomination signed by the member nominated.
(f) Delivery of nominations. Any nominations made in accordance with this section must be delivered to the secretary within 14 days after the date of the meeting at which the president calls for nominations.
(g) Additional nominations by nominating committee. In addition to the nominations made under the preceding subsections of this section, the nominating committee may nominate one candidate for the office of president-elect (2) and one candidate for each of the two offices of vice-president. Such nominations must be in writing, signed by the chairman of the committee, and must carry an acceptance of nomination signed by the candidates. The nominations must be delivered to the secretary within the time prescribed by subsection (f) of this section.
(h) Number of candidates. If the number of nominations received does not exceed the number of vacancies to be filled, the members nominated are taken to have been elected. If there are insufficient nominations for any of the vacancies to be filled, the vacancy will be taken to be a casual vacancy. If there are more nominations for any position than the vacancy or vacancies to be filled, an election must be held in accordance with the following provisions.
(i) Circulation to members. A summary of the nominations received, together with a statement of the qualifications of each member nominated, must be prepared and sent by the secretary to every member of the club within seven days after the expiry of the 14 day period specified in subsection (f) of this section.
(j) Election by members. At a regular meeting of the club not later than 28 days after the expiry of the 14 day period specified in subsection (f) of this section, the members of the club must elect such of the president-elect (2), vice-presidents, secretary, treasurer and ordinary directors as are not taken to have been elected under subsection (h) of this section.
(k) Conduct of elections. The election will be by secret ballot conducted as provided by the bylaws. The candidate for president-elect (2) securing the highest number of votes will be declared elected. The two candidates for vice-president securing the highest number of votes will be declared elected. The candidate for secretary securing the highest number of votes will be declared elected. The candidate for treasurer securing the highest number of votes will be declared elected. The five candidates as ordinary directors securing the highest number of votes will be declared elected. Any equality of votes will be determined by the drawing of lots.
(l) Method of Voting. Each member present at the meeting and entitled to vote will be supplied with a ballot paper containing the names of the candidates for election and the positions for which they are respectively candidates. The ballot paper will be in such form as the bylaws prescribe from time to time. The president, who will be the returning officer, will appoint scrutineers for the purpose of collecting ballot papers and counting votes, but the decision of the president as to the validity of any ballot paper will be final. If the president is absent from the meeting, the president’s roles under this subsection are to be performed by one of the vice-presidents, but if neither of them is present at the meeting, those roles are to be performed by a returning officer appointed by the members present at the meeting.
(m) Retirement and appointment of directors. On 1 July next succeeding the date of the meeting referred to in subsection (d) of this section, the president, vice-presidents, secretary and treasurer then in office will retire, the president-elect (1) then in office will automatically become president, and the president-elect (2) then in office will automatically become president-elect (1). Those of the ordinary directors who have then held office for two years will retire, and be succeeded by the five directors elected as provided in subsection (j) of this section or taken to have been elected as provided in subsection (h) of this section, who will hold office for two years.
(n) Restrictions on re-election. A director retiring from any office on the board who has served two consecutive years in that office is not eligible for re-election to the same office, but is, subject to subsection (d) of this section, eligible for re-election to any other office on the board. For the purpose of determining whether a director retiring from an office on the board has served two years in that office, any time served by the director as a director or acting director under any of paragraphs (ii), (iii), (iv) or (v) of subsection (q) of this section is not to be counted. An ordinary directorship is taken to be an office on the board.
(o) Appointment of sergeant-at-arms. A newly constituted board must as soon as practicable after its election appoint a member of the club as sergeant-at-arms.
(p) Term of office of sergeant-at-arms. The sergeant-at-arms will hold office until 1 July next following the date of appointment, and is not eligible for reappointment. Any casual vacancy in the office of sergeant-at-arms may be filled by the board.
(q) Casual vacancies on board.
(i) If any person elected or taken to have been elected to any office under subsections (c) to (l) inclusive of this section dies before, or is for any other reason unable to take office on, the next succeeding 1 July, the vacancy must be filled by election, in accordance as far as the circumstances will admit, with those subsections.
(ii) Subject to paragraph (v), if a casual vacancy occurs in the office of president, the position will be offered to the president-elect (1). If the offer is accepted, the president-elect (1) will become president for the balance of the president’s term of office, and there will be a casual vacancy in the office of president-elect (1).
(iii) Subject to paragraph (v), if a casual vacancy occurs in the office of president-elect (1), the position will be offered to the president-elect (2). If the offer is accepted, the president-elect (2) will become president-elect (1) for the balance of the president-elect (1)’s term of office, and there will be a casual vacancy in the office of president-elect (2).
(iv) Subject to paragraph (v), if a casual vacancy occurs in any of the offices of president-elect (2), vice-president, secretary, treasurer or any ordinary director, or if an offer as aforesaid to the president-elect (1) or the president-elect (2) as the case may be is not accepted, the vacancy will be filled, for the balance of the term of office of the director concerned, by the board.
(v) The board may, instead of filling a casual vacancy, determine to appoint another member or members of the board to act in the position in respect of which the casual vacancy arose. If the casual vacancy is in the office of president, the only members of the board eligible for appointment as acting president are the vice-presidents. An acting president appointed in accordance with this paragraph will not be taken to be the president for the purposes of paragraph (i) of subsection (d) of this section.
(r) Director, president-elect (2) or sergeant-at-arms ceasing to hold office. The office of a director, president-elect (2) or sergeant-at-arms becomes vacant if the director, president-elect (2) or sergeant-at-arms:
(i) ceases to be a member of the club;
(ii) becomes an insolvent under administration within the meaning of the Corporations Act;
(iii) becomes a person 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;
(iv) resigns his or her office by notice in writing to the club; or
(v) except in the case of the sergeant-at-arms and the president-elect (2), is absent without the consent of the board from meetings of the board held during a period of six months.
(s) Duties of President. It is the duty of the president to preside at meetings of the club and of the board and to perform such other duties as may be prescribed by these rules, by the bylaws or by RI.
(t) Duties of vice-president. It is the duty of a vice-president to 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 these rules, by the bylaws or by RI.
(u) Duties of secretary. It is the duty of the secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club and of the board, record and preserve the minutes of such meetings, make the required reports to RI, including the semi-annual reports of membership, which must be made to the General Secretary of RI on 1 January and 1 July of each year, and including pro-rated reports to the General Secretary on 1 October and 1 April of each person who has been elected to membership in the club since the start of the July or January semi-annual reporting period, the report of changes in membership, which must be made to the General Secretary of RI, the monthly report of attendance at club meetings which must be made to the District Governor immediately following the last meeting of the month, collect and remit RI subscriptions to THE ROTARIAN, and perform such other duties as may be prescribed by these rules, by the bylaws or by RI.
(v) Duties of Treasurer. It is the duty of the treasurer to have custody of all funds, accounting for the same to the club annually and at any time on demand by the board, and to perform such other duties as may be prescribed by these rules, by the bylaws or by RI. Upon retirement from office, the treasurer must turn over to the new treasurer, or to the president, all funds, books of account and any other club property in the treasurer’s possession.
(w) Duties of sergeant-at-arms. The duties of the sergeant-at-arms are such as are usually prescribed for the office of sergeant-at-arms and such other duties as may be prescribed by the president or the board.
(x) Board meetings. The directors may meet and adjourn and otherwise regulate their meetings as they think fit.
(y) Quorum. The number of directors whose personal presence is necessary to constitute a quorum at a board meeting is that whole number which is next higher than the number which is 50% of the number of directors holding office for the time being.
(z) Alternate technology. The directors may participate in a board meeting by means of any technology allowing all persons participating in the meeting to hear each other at the same time. Any director participating in such a meeting is for the purposes of these rules taken to be personally present at the meeting.
Section 5 - General Meetings.
(a) Holding of Annual General Meetings. The club must, at least once in each calendar year and within the period of six months after the expiration of each year of the club, convene an annual general meeting of its members. This subsection has effect subject to any extension or permission granted by the Director-General under subsection 26(3) of the Act.
(b) Calling of Annual General Meetings. The annual general meeting of the club is, subject to the Act and to subsection (a) of this section, to be convened on such date and at such place and time as the board thinks fit.
(c) Business at 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 is to include the following:
(i) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
(ii) to receive from the board reports on the activities of the club during the last preceding year; and
(iii) to receive and consider the statement which is required to be submitted to members under subsection 26(6) of the Act.
(d) Notice of Annual General Meeting. An annual general meeting must be specified as such in the notice convening it.
(e) Calling of Special General Meetings by Board. The board may, whenever it thinks fit, convene a special general meeting of the club.
(f) Requisition for Special General Meeting. The board must, on the requisition in writing of not less than ten per cent of the total number of members, convene a special general meeting of the club.
(g) Requirements for Requisition. A requisition of members for a special general meeting:
(i) must state the purpose or purposes of the meeting;
(ii) must be signed by the members making the requisition;
(iii) must be lodged with the secretary; and
(iv) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(h) Calling of Meeting by Requisitionists. If the board fails to convene a special general meeting to be held within one month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three months after that date.
(i) Convening of Meeting Called by Requisitionists. A special general meeting convened by a member or members as referred to in subsection (h) of this section must be convened as nearly as is practicable in the same manner as general meetings are convened by the board and any member who consequently incurs expense is entitled to be reimbursed by the club for any expense so incurred.
(j) Notice of General Meeting - No Special Resolution to be Passed. Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be given to members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting. Such a notice may be given to a member by posting it to the member by ordinary prepaid post at his or her address appearing in the register of members, by including it in the regular club bulletin made available to the member, or by publishing it on the club website provided that a notice is included in the regular club bulletin directing the attention of members to the notice published on the club website.
(k) Notice of General Meeting - Special Resolution to be Passed. If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause a notice to be given to each member in the manner provided in subsection (j) of this section specifying, in addition to the matter required under that subsection, the intention to propose the resolution as a special resolution.
(l) No other Business. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under subsection (c) of this section.
(m) Notice of Special Business. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
(n) Procedure. No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
(o) Quorum. Twenty per cent of the members entitled under these rules to vote at a general meeting, present in person, constitute a quorum for the transaction of the business of a general meeting.
(p) Adjournment if Quorum not Present. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened on the requisition of members is to be dissolved and in any other case is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(q) Quorum at Adjourned Meeting. 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 at least ten) are to constitute a quorum.
(r) President or Vice-President to Preside. The president or, in the president’s absence, one of the vice-presidents, is to preside as chairman at each general meeting of the club.
(s) Other Presiding Member. If the president and both vice-presidents are absent from a general meeting or are unwilling to act, the members present must elect one of their number to preside as chairman at the meeting.
(t) Adjournment. The chairman of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(u) Notice of Adjourned Meeting. If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the club stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(v) When Notice not Required. Except as provided in subsections (t) and (u) of this section, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
(w) Making of Decisions. A question arising at a general meeting of the club is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the club, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(x) Demand for a Poll. At a general meeting of the club, a poll may be demanded by the chairman or by at least three members present in person or by proxy at the meeting.
(y) How Poll to be taken. If a poll is demanded at a general meeting, the poll must be taken:
(i) immediately in the case of a poll which relates to the election of the chairman of the meeting or to the question of an adjournment; or
(ii) in any other case, in such manner and at such time before the close of the meeting as the chairman directs,
and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
(z) Special Resolution. A resolution of the club is a special resolution:
(i) if it is passed by a majority which comprises at least three-quarters of such members of the club as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(ii) where it is made to appear to the Director-General that it is not possible or practicable for the resolution to be passed in the manner specified in sub-subsection (z)(i) of this section - if the resolution is passed in a manner specified by the Director-General.
(aa) Voting. On any question arising at a general meeting of the club a member has one vote only.
(ab) Votes may be given Personally or by Proxy. All votes must be given personally or by proxy but no member may hold more than five proxies.
(ac) Equality of Votes. 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.
(ad) Unfinancial Members. A member or proxy is not entitled to vote at any general meeting of the club unless all money due and payable by the member or proxy to the club has been paid.
(ae) Appointment of Proxies. Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(af) Form of Proxy. The notice appointing the proxy is to be in or to the effect of such form as may from time to time be prescribed by the board.
Section 6 - Funds.
(a) Source of Funds. The funds of the club are to be derived from annual membership fees of members, donations and, subject to any resolution passed by the club in general meeting, such other sources as the board determines.
(b) Funds to be Banked. All money received by the club must he deposited as soon as practicable and without deduction to the credit of the club’s bank account or bank accounts.
(c) Funds Management. Subject to any resolution passed by the club in general meeting, the funds of the club are to be used in pursuance of the objects of the club in such manner as the board determines, and no part thereof is to be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to members of the club.
(d) No Directors’ Fees. The payment of fees, in whatever form, is prohibited to board members for serving in that capacity.
(e) Payments to Members. Despite subsections (c) and (d) of this section, a payment may be made to a member of the club:
(i) for the reimbursement of out-of-pocket expenses incurred on behalf of the club where the payment does not exceed an amount approved by the board;
(ii) for any service rendered to the club in a professional or technical capacity, where the provision of that service has the prior approval of the board and the amount payable is approved by a resolution of the board and is on reasonable commercial terms; or
(iii) as an employee of the club, where the terms of employment have been approved by a resolution of the board.
(f) Cheque Signatories. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two board members or by any one board member and any one employee of the club, being in each case board members or employees authorised to do so by the board.
(g) Audit. The board must cause the statement that is required to be submitted to members pursuant to subsection 26(6) of the Act to be audited by a person who is a registered company auditor within the meaning of the Corporations Act.
(h) Auditor’s Report. The auditor must in the report state whether or not, in the auditor’s opinion, the said statement is properly drawn up so as to give a true and fair view of:
(i) the club’s financial performance for the year to which it relates; and
(ii) the club’s financial position at the end of that year.
Section 7 - Common Seal.
(a) Where Seal to be Kept. The common seal of the club must be kept at the principal place of administration for the time being of the club.
(b) How Seal to be Affixed. The common seal must not be affixed to any instrument except by the authority of the board and the affixing of the common seal must be attested by the signatures either of two board members or of one board member and of the public officer or secretary.
Section 8 - Custody of Books.
Except as otherwise provided by these rules, the public officer must keep in the public officer’s custody or under the public officer’s control all records, books and other documents relating to the club.
Section 9 - Inspection of Books.
The records, books and other documents of the club must be open to inspection, free of charge, by a member of the club at any reasonable hour.
Rule XX Taxation provisions
Section 1 – Club non-profit.
The assets and income of the club must be applied solely in furtherance of its above-mentioned objects, and no portion may be distributed directly or indirectly to the members of the club except as bona fide compensation for services rendered or expenses incurred on behalf of the club.
Section 2 - Dissolution.
In the event of the club being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities must be transferred to another Rotary club with similar purposes which is not carried on for the profit or gain of its individual members.