BY-LAWS OF THE
ROTARY CLUB OF WENATCHEE, WASHINGTON
U.S.A.

Preamble

The standard Rotary Club Constitution of Rotary International is the Constitution of the Rotary Club of Wenatchee. The Constitution takes precedence over the By-Laws in all cases.

Article I

ELECTION OF DIRECTORS AND OFFICERS

SECTION 1 - The president shall appoint a nominating committee consisting of a chairman (past president) and at least two (2) club members. No member so chosen shall have served as a member of the nominating committee within the past three (3) years. At a regular meeting no less than one month prior to the annual meeting, the president shall ask for the nominating committee to present a slate of nominees and ask for nominations from the floor. The slate of candidates shall consist of not less than two (2) members for each of the open director positions and not less than two (2) candidates for the president-elect position. The nominating committee shall inform each candidate for the board of directors that service on the board of directors implies a willingness to accept the nomination of president-elect. Members who have been board members during the past ten (10) years may be eligible for nomination for president elect.

All active members of the club shall be eligible for nomination to the Board of Directors. No member of the club shall be eligible for nomination to the Board of Directors for a period of one (1) year following the expiration of three (3) years of service on the Board of Directors, provided that regardless of years a member has served as a director, president elect will automatically continue as a director during his/her term as president, and the president, as immediate past president, shall continue as a director during the succeeding year following the expiration of his/her term as president.

The names of the candidates placed in nomination shall be published in the club bulletin no less than two (2) weeks prior to the annual meeting. The names of the candidates shall also be announced by the president at a regular meeting no less than two (2) weeks prior to the annual meeting.

The nominations (and any nominations received from the floor) shall then be placed upon a ballot and voted for at the annual meeting. The candidates for director receiving a majority of the votes shall be declared elected as directors. Each director so elected shall serve for a term of three (3) years. Immediately following the election of directors, there shall then be held the election for president elect. The candidate receiving the majority of votes shall be declared president elect.

SECTION 2 - The directors, so elected, including the president elect/director, together with the president and the immediate past president, shall constitute the Board of Directors. Prior to July 1st, the Board of Directors shall meet and elect (appoint) members of the club to act as secretary and/or treasurer who may or may not be members of the Board. The treasurer shall be appointed for a three year term and shall not be eligible for a second consecutive term. If not otherwise members of the Board, at the option of the Board of Directors, any such officer may be an ex-officio member of the Board in the year for which he is elected and have non-voting privileges of membership thereon as the Board may determine.

SECTION 3 - A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board.

SECTION 4 - A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the Board of Directors.

Article II

BOARD OF DIRECTORS

SECTION 1 - The governing body of this club shall be the Board of Directors, consisting of no less than nine (9) and no more than twelve (12) members of the club, nine (9) of whom shall be elected in accordance with Article I, Section 1 of these bylaws. Of the board of directors, one director will be the president-elect and one shall be the president. The immediate past president shall also be a director.

Article III

DUTIES OF OFFICERS

SECTION 1 - President. It shall be the duty of the President to preside at meetings of the club and Board of Directors and to perform such other duties as ordinarily pertain to his/her office.

SECTION 2 – President Elect. It shall be the duty of the President Elect to preside at meetings of the club and Board of Directors in the absence of the President and to perform such other duties as may be prescribed by the President or the board.

SECTION 3 - Secretary. It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club, Board and Committees, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the semi-annual reports of membership, which shall be made to the Secretary of Rotary International on January 1 and July 1 of each year, and including prorated reports to the general secretary on 1 October and 1 April of each active member 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 shall be made to the Secretary of Rotary International, the monthly report of attendance at the Club meetings which shall be made to the District Governor immediately following the last meeting of the month, collect and remit to Rotary International subscriptions to the Rotarian Magazine, and perform such other duties as usually pertain to his/her office. The board may delegate duties of the secretary to an employee of the club.

SECTION 4 - Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon request of the Board of Directors and to perform such other duties as pertain to his/her office. Upon his/her retirement from office, he shall turn over to his/her successor or to the President all funds, books of accounts, or any other club property in his/her possession.

Article IV

MEETINGS

SECTION 1 -. The annual meeting of this club shall be held no later than the second regular meeting of December of each year.

SECTION 2 - The regular weekly meetings of this club shall be held on THURSDAY NOON. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

SECTION 3 - One-third (1/3) of the membership shall constitute a quorum at the Annual and Regular meetings of the Club.

SECTION 4 - Regular meetings of the Board of Directors shall be held monthly at a time and place chosen by the Board and announced in the Club Bulletin and/or at a regular meeting of the Club. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board, due notice having been given to all members.

SECTION 5 - A majority of the Board members shall constitute a quorum of the Board of Directors.

Article V

FEES AND DUES

SECTION 1 - The admission fee shall be established by the Board of Directors. An applicant shall pay the admission fee before qualifying as a member.

SECTION 2 - The membership dues shall be established by the Board of Directors

Article VI

METHOD OF VOTING

SECTION 1 - The business of this organization shall be transacted by viva voce vote except the Election of Officers and Directors which shall be by ballot.

Article VII

COMMITTEES

Club committees are charged with carrying out the annual and long-range goals of the club based on the Four Avenues of Service. The president elect, president and immediate past president should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committees for three years to ensure consistency. The president shall be an ex officio member of all committees. The president elect is responsible for filling committee vacancies, appointing chairs and conducting planning meetings prior to the start of the Rotary year. Each chair shall be responsible for regular meetings and committee activities, proper supervision and coordination of members, and shall keep the board informed.

SECTION 1 –
(a) - Duties of committees shall be designated by the President subject to the approval of the Board of Directors, who shall, so far as practical, be guided by the recommendations of Rotary International.
(b) The President shall, appoint a minimum of one (1) Director to serve as liaison to the following Avenues of Service
Club Service
Vocational Service
Community Service
International Service

SECTION 2 Club Service
The Director(s) of club service shall be responsible for all club service activities and shall supervise and coordinate the work of all committees appointed on particular phases of club service.
The president shall appoint the following committees, which shall include but not be limited to, on particular phases of club service:
Attendance committee
Club Bulletin committee
Fellowship committee
Membership development committee
Program committee
Public Relations committee
Classifications/Membership committee
Rotary Information committee
Finance committee
Ways and Means committee
Wenatchee Rotary Foundation committee

SECTION 3 Vocational Service
The Director(s) of vocational service shall be responsible for all club vocational activities and shall supervise and coordinate the work of all committees appointed on particular phases of vocational service.
The president shall appoint the following committees, which shall include but not be limited to, on particular phases of vocational service.
Vocational Awareness
Vocational Awards
Career Development

SECTION 4 Community Service
The Director(s) of community service shall be responsible for all community service activities and shall supervise and coordinate the work of all committees appointed on particular phases of community service.
The president shall appoint the following committees, which shall include but not be limited to, on particular phases of community service.
Community Youth/Ryla
Interact
School Partnership
Community Development
Human Development
Environmental/Safety

SECTION 5 International Service
The Director(s) of international service shall be responsible for all international service activities and shall supervise and coordinate the work of all committees appointed on particular phases of international service
The president shall appoint the following committees, which shall include but not be limited to, on particular phases of international service
World Community Service committee
Rotary Scholarship and Group Study Exchange committee
International Youth Exchange committee
Rotary International Foundation committee

Article VIII

LEAVE OF ABSENCE

SECTION 1 - Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of a club for a specified length of time. (Note - Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member's attendance. Credit for attendance is governed by rules set forth in the standard Constitution for Rotary Clubs.)

Article IX

FINANCES

SECTION 1 - The treasurer or designee shall deposit all funds of the club in a bank to be named by the Board of Directors.

SECTION 2 - All bills shall be paid only by checks signed by the treasurer, or in his/her absence, by the President, after approval by the Board of Directors. At the discretion of the Board of Directors, a review of the club’s financial transactions by a CPA or other qualified individual may be requested.

SECTION 3 - The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members' dues shall be divided into two semi-annual periods extending from July 1st to December 31st, and from January 1st to June 30th. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st and January 1st of each year on the basis of the membership of the club on those dates. (Note: Magazine subscriptions for members joining during a semi-annual period are payable upon invoice.)

SECTION 4 - At the beginning of each fiscal year the Board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless amended by action of the board.

Article X

METHOD OF ELECTING MEMBERS

SECTION 1- The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, through the club secretary. A transferring or former member of another club may be proposed to active membership by the former club. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure.

SECTION 2 - The Classification/Membership committee(s) shall ensure that the proposal meets all the classification and membership requirements.

SECTION 3 - The board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the proposer, through the club secretary, of its decision.

SECTION 4 - If the decision of the board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification to be published to the club.

SECTION 5.-. If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within ten (10) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership) as prescribed in these bylaws, shall be considered to be elected to membership.

If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.

SECTION 6 -. The name of a proposed candidate for honorary membership shall be submitted to the Board of Directors in writing and the election shall be in the same form and manner as prescribed for the election of an active member.

Article XI

RESOLUTIONS AND SUBSCRIPTIONS

SECTION 1 - No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the Board. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion.

SECTION 2 - Any appeal to the club, or to its members as Rotarians, for charitable or other subscriptions shall be handled in accordance with the procedure prescribed in Section 1 of this article.

Article XII

AMENDMENTS

These by-laws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been distributed to each member at least ten days before such meeting. No amendment or addition to these by-laws can be made which is not in harmony the constitution and by-laws of Rotary International.

Article XIII

DATE OF ADOPTION

These by-laws shall supersede all previous by-laws of this club and shall take effect and be in force on and after July 1st, 2006.