By Laws & Constitutions

ROTARY CLUB OF CHARLESTON

CHARLESTON, WEST VIRGINIA

Article I
Board of Directors

Section 1 – The governing body of this club shall be the Board of Directors, elected in accordance with Article II, Section 1 of the bylaws.

Article II
Election of Directors and Officers

Section 1 – At a regular meeting of the club in November of each year the members of the Nominating Committee shall be announced. At the first regular meeting of the club in December the Nominating Committee shall report its nominations of candidates for the Board of Directors, which shall be not less than five (5) in number, and the Chairman of the Nominating Committee shall call for nominations from the floor. The nominations by the Nominating Committee and any nominations from the floor shall be placed alphabetically upon a ballot and voted for at the annual meeting and the two (2) or three (3) candidates, as provided in Article II, Section 4, securing the highest number of votes shall be declared elected. In addition to the two (2) or three (3) candidates elected, as provided in Article II, Section 4, the retiring President shall be an ex officio Board member and the President-elect shall become President of the newly elected Board.
Section 2 – The Board of Directors-elect shall meet within two (2) weeks after the annual meeting and shall elect from its members a President, President-elect, Secretary and Treasurer, provided, however, that the Board at its discretion, may elect as Secretary, or as Treasurer, or both, members (or a member) of the club who are not members of the Board of Directors-elect and shall elect a Sergeant-at-arms from the membership of the club. The Board may elect an Assistant Secretary and an Assistant Treasurer who are not members of the Board and who, when so elected, shall not become ex officio members of the Board.

Section 3 – The remaining members of the Board shall fill a vacancy in the Board of Directors or any office.

Section 4 – The term of a Director shall be three (3) years, provided that these transition rules shall apply: at the next meeting of the Board of Directors following the adoption of these bylaws, the Directors elected by the previous ballot except the President-elect shall choose by lot among one, two, and three year terms, of which there shall be two (2) each; the President-elect shall be deemed to have a one-year term for the succeeding year; and at the succeeding election, the three persons receiving the most votes shall be deemed to have been elected to a three-year term; provided, further, that two (2) Directors shall be elected at the following two (2) succeeding annual elections; and this cycle shall repeat each three (3) years.

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 the 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 ordinarily pertain to the office. Section 3 – Secretary. It shall be the duty of the Secretary to oversee the administrative 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 General Secretary of Rotary International on January 1st and July 1st of each year, the report of changes in membership, which shall be made to the General 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 the office. The Assistant Secretary shall perform such duties as may be assigned by the Secretary and Board of Directors.
Section 4 – Treasurer. It shall be the duty of the Treasurer to have custody of all operating funds, accounting for same to the club not less than annually and at any other time upon demand by the Board of Directors and to perform such other duties as pertain to the office. Upon retirement from office the Treasurer shall turn over to the Treasurer-elect or to the President all funds, books of accounts or any other club property in their possession. The Assistant Treasurer shall perform such duties as may be assigned by the Treasurer and Board of Directors.
Section 5 – Sergeant-at-arms. The duties of the Sergeant-at-arms shall be such as are usually prescribed for the office and such other duties as may be prescribed by the President or the Board of Directors.

Article IV
Meetings
Section 1 – The annual meeting of this club shall be held on the second Friday of December in each year, at which time the election of Directors to serve for the ensuing year shall take place.

Section 2 – The regular weekly meeting of this club shall be held on Friday, at 12:05 p.m. provided that the Board of Directors may:

(a) change the regular meeting of any week to a different day of the same week or to a different hour of the regular day, or (b) cancel the regular meeting of any week when it falls on a legal holiday, or because of the death of the club President or an epidemic or disaster affecting the entire community.

Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

Section 3 – Not less than one-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 4 – Regular meetings of the Board of Directors shall be held at least once each month. Special meetings of the Board of Directors shall be called by the President, whenever deemed necessary, or upon the request of two members of the Board of Directors, due notice having been given.
Section 5 – A majority of the Board members shall constitute a quorum of the Board.

Article V
Fees and Dues

Section 1 – The amount of the club admission fee shall be set from time to time at the discretion of the Board of Directors and shall be paid before the applicant can qualify as a member.

Section 2 – The amount of the club membership dues shall be set from time to time at the discretion of the Board of Directors, payable semi-annually on the first day of July and of January. Membership dues shall include each member’s subscription to The Rotarian magazine. By affirmative vote of a majority of the members present at any regular meeting, a quorum being present, special assessments may be levied upon the members for the purpose of supporting special projects of the club.

Article VI
Method of Voting

Section 1 – The business of this club shall be transacted by viva voce vote except the election of Directors which shall be by ballot, provided, that any member may call for any vote to be by ballot.

Article VII
Committees

Section 1 – (a) The President shall, subject to the approval of the Board of Directors, appoint the following standing committees:

Community Service Committee
International Service Committee
Vocational Service Committee

(b) The President shall, subject to the approval of the Board of Directors, also appoint such committees on particular phases of community service, international service and vocational service as deemed necessary.

(c) The Community Service Committee, the International Service Committee and the Vocational Service Committee shall each consist of a chairman, who shall be named by the President from the membership of the Board of Directors or the membership at large after first seeking chairs from the Board of Directors, and of not less than two (2) other members.

(d) The President shall, subject to the approval of the Board of Directors, appoint the following committees on particular phases of club service:

Attendance Committee
Classifications Committee
Fellowship Activities Committee
Magazine Committee
Membership Committee
Membership Development Committee
Nominating Committee
Program Committee
Public Relations Committee
Rotary Information Committee

and appoint any other committees that are deemed necessary for the administration of club affairs. These committees shall consist of no fewer than three (3) members with staggered terms.

(e) Where feasible and practicable in the appointment of club committees, there should be provision for both continuity and rotation of membership.

(f) The Classifications and Membership Committees shall each consist of three (3) members, one (1) member of each committee to be appointed each year for a term of three (3) years.

The first appointments made under this provision shall be as follows: three (3) members with one (1) member for a term of one (1) year; one (1) member for a term of two (2) years; one (1) member for a term of three (3) years.

(g) The Magazine Committee shall, wherever feasible, include the editor of the club publication and a local newspaper or advertising member of the club.

(h) The Nominating Committee shall consist of four (4) persons who hold or have held the office of President or President-elect of the club

(i) The President shall also appoint one member of the Board of Directors who shall be responsible for all club service activities and who shall supervise and coordinate the work of all committees appointed on particular phases of club service.

(j) The President shall be an ex officio member of all committees and, as such, shall have all the privileges of membership therein.

(k) Each committee shall transact such business as is delegated to it in the bylaws and such additional business as may be referred to it by the President or the Board of Directors. Except where special authority is given by the Board, such committees shall not take action until a report has been made to the Board and approved by the Board.

Article VIII
Duties of Committees

Section 1 – Attendance Committee. This committee shall devise means for encouraging attendance at all Rotary meetings including attendance at district conferences, inter-city meetings, regional conferences, and international conventions by all club members. This committee shall especially encourage attendance at regular meetings of this club and attendance at regular meetings of other clubs when unable to attend meetings of this club; keep all members informed on attendance requirements; promote better incentives for good attendance; and seek to ascertain and remove the conditions that contribute to unsatisfactory attendance.

Section 2 – Classifications Committee. This committee shall periodically make a classification survey of the community; shall compile from the survey a roster of filled and unfilled classifications, using the guide to classifications; shall review, where necessary, existing classifications represented in the club; and shall counsel with the Board of Directors on all classification issues.

Section 3 – Fellowship Activities Committee. This Committee shall promote acquaintance and friendship among the members, promote participation by members in organized Rotary recreational and social activities, and do such work in pursuance of the general object of the club as may be assigned by the President or the Board of Directors.

Section 4 – Magazine Committee. This committee shall stimulate reader interest in The Rotarian magazine which may include such activities as: sponsoring a magazine week; arranging for brief monthly reviews of the magazine on regular club programs; encouraging the use of the magazine in the induction of new members; providing a copy of the magazine for non-Rotarian speakers; securing international service and other special subscriptions for libraries, hospitals, schools and other reading rooms; sending news items and photographs to the editor of the magazine and in other ways making the magazine of service to the club members and non-Rotarians.

Section 5 – Membership Committee. This committee shall consider all proposals for membership and shall thoroughly investigate the character, business, social and community standing and general eligibility of all persons proposed for membership and shall report their decisions on all applications to the Board of Directors.

Section 6 – Membership Development Committee. This committee shall review continually the club roster of filled and unfilled classifications and shall take positive action to initiate and present to the Board of Directors the names of suitable persons to fill open classifications.

Section 7 – Nominating Committee. This committee shall be responsible for presenting to the members the candidates for the Board of Directors at the annual meeting in accordance with the provisions of Article II, Section 1 of these Bylaws.

Section 8 – Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the club.

Section 9 – Public Relations Committee. This committee shall devise and carry into effect, plans (a) to give the public general information about Rotary, its history, object and scope; and (b) to secure proper publicity for the club.

Section 10 – Rotary Information Committee. This committee shall devise and carry into effect, plans (a) to give prospective members information about the privileges and responsibilities of membership in a Rotary club, (b) to give the members, especially the new members, adequate understanding of the privileges and responsibilities of members, (c) to give the members information about Rotary, its history, object, scope, activities, and (d) to give the members information as to developments in the administrative operation of Rotary International.

Article IX
Leave of Absence

Section 1 – Upon written application to the Board of Directors, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club for a specified length of time. Membership dues and/or special assessments shall not be waived during leaves of absence except for good cause as approved by the Board.

Article X
Finances
Section 1 – The Treasurer shall deposit all operating funds of the club in a financial institution to be named by the Board of Directors

Section 2 – All bills shall be paid only by checks signed by two (2) officers whose authority is approved by the Board of Directors upon vouchers signed by any two (2) officers. An accounting of the club’s financial condition and activities shall be presented for the review and approval of the Board not less than once each fiscal year.

Section 3 – Officers having charge or control of funds shall give bond as may be required by the Board of Directors for the safe custody of the funds of the club, cost of bond to be borne by the club.

Section 4 – 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 semi-annual periods extending from July 1st to December 31st, and from January 1st to June 30th or such other periods as may be determined by the Board of Directors. The payment of per capita dues 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.

Section 5 – At the beginning of each fiscal year the Board of Directors 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 otherwise ordered by action of the Board.

Article XI
Method of Electing Members

Section 1 – Active members.(a) From time to time the Board of Directors shall review the list of filled and unfilled classifications as prepared by the Classifications Committee and decide which, if any, of the unfilled classifications should be considered as open for proposals and shall advise the membership as to which classifications have been opened for proposal.
(b) The name of a prospective active member to fill an open classification, having been proposed by the Membership Development Committee or by an active member in good standing, shall be submitted first to the Board of Directors through the Secretary, on a standard form known as the proposal card.
(c) The Board of Directors shall then refer the proposal card to the Classifications Committee which committee shall consider the eligibility of such proposed member from the standpoint of classification and declare the proposed classification proper or improper and shall return the proposal card, together with this information, to the Secretary. The Secretary shall then, if the classification is proper, refer the proposal card to the Membership Committee.
(d) After making due investigation of the character, business, social standing and general eligibility of the person proposed for membership, the Membership Committee shall then proceed to vote and if not more than one negative vote is cast by the members of this
Committee, the name of the proposed member shall be considered eligible and so recommended to the Board of Directors. The Membership Committee shall then report to the Board of Directors the action it has taken thereon.(e) The Board of Directors shall then review the action of the Classifications Committee and the Membership Committee and sustain or reject their decisions or refer it back to the Classifications Committee and the Membership Committee for further consideration and action.
(f) If the Classifications and Membership Committees have reported adversely upon the name of the newly proposed member and the Board of Directors has sustained the action, the proposer shall be so notified by the club Secretary or Administrator.
(g) If the Classifications and Membership Committees have reported favorably upon the name of the proposed member and the Board of Directors has sustained the action, the club Secretary or Administrator shall notify the proposer.
(h) The proposer shall fully inform the proposed member of the privileges and responsibilities of membership in the Rotary Club, and shall secure the oral or written permission of the proposed member to publish the name to the membership of the club,
(i) After permission to do so has been secured from the proposed new member the club Secretary or Administrator shall notify each member of the club by means of a written or printed communication, giving the name of the proposed candidate, the firm represented and the classification under which they are proposed for membership.
(j) A ten-day period shall then be allowed during which any member objecting to the election of the proposed member shall notify the club Secretary or Administrator or any member of the Board in writing, stating reasons for the objection.
(k) If no such objection is received in such period, the proposed member shall be considered qualified for membership.
If any objections have been filed, the Board of Directors shall consider the same at any regular or special meeting of the Board of Directors and proceed to ballot on the proposed member. If not more than two (2) negative votes are cast by the members of the Board in attendance at this regular or special meeting of the Board, the proposed member shall be considered qualified for membership. In the event the proposed member is rejected, the proposer shall be so notified by the club Secretary or Administrator.(l) The club Secretary or Administrator shall then notify the proposer and the proposed member of the required qualifications for membership and invite the proposed member to apply for membership in the club.
(m) When the proposed member has filled in, signed and returned to the club Secretary or Administrator the regular form of application, indicating the proposed member’s understanding and acceptance of the responsibilities of membership, together with their remittance for the admission fee as provided for in Article V, they shall be considered duly elected to membership.
(n) After having received the completed application and the remittance for the admission fee as provided for in Article V, the proposed member shall be considered duly elected to membership and the club Secretary or Administrator shall issue to the newly elected member a Rotary membership identification card.
(o) The club Secretary or Administrator shall then fill in a new membership report form for the newly elected member and forward the completed form to the General Secretary of Rotary International.
Section 2 – Honorary Members. The name of a proposed candidate for honorary membership shall be submitted to the Board of Directors and the election shall be in the same form and manner as prescribed for the election of an active member, provided, however, that such proposal may be considered at any regular or special meeting of the Board of Directors and that the Board of Directors may at its discretion waive any of the steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member. If not more than two (2) negative votes are cast by the members of the Board of Directors in attendance at the regular or special meeting, the proposed member shall be considered duly elected to honorary membership.
Section 3 – At its discretion the Board of Directors may refer any membership application to the Classifications and Membership Committees and the Board of Directors may provide for a ten (10) day period during which any member objecting to the election of any proposed member shall notify the Board of Directors in writing, stating reasons for the objection. At any regular or special meeting, the Board of Directors shall proceed to ballot on any application taking into account, where applicable, reports from the Classifications and Membership Committees and any objections filed. If not more than two (2) negative votes are cast by members of the Board of Directors in attendance at the regular or special meeting, the proposed member shall be considered duly elected to membership and shall be so notified by the club Secretary or Administrator. In the event any application is rejected the applicant shall be so notified by the club Secretary or Administrator.
Article XII
Resolutions

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 of Directors. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board of Directors without discussion.

Article XIII
Order of Business
Luncheon
Meeting called to order
Opening formalities
Introduction of visiting Rotarians
Correspondence and announcements
Committee reports
Unfinished business
New business
Address or other program feature
Adjournment The business of the club, Board of Directors, and committees shall be conducted in accordance with Roberts Rules of Order, latest edition, except to the extent a provision in these bylaws specifically determines a different procedure.
Article XIV
Amendments
These bylaws may be amended at any regular meeting of the club, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of Rotary International.

Article XV
Miscellaneous
In the construction and interpretation of these bylaws, words of the singular number shall be constructed to include the plural, and the plural the singular, and words of the masculine, feminine and neuter genders shall each include the other genders, unless the contest clearly indicates a different construction.
Constitution of the Rotary Club of Charleston, West Virginia

Article I Definitions
As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A member of this club’s Board of Directors.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Year: The twelve-month period which begins on 1 July.
Article II Name
The name of this organization shall be the Rotary Club of Charleston, West Virginia. The club is a member of Rotary International.
Article III Locality of the Club
The locality of this club is Charleston, Kanawha County, West Virginia.

Article IV Object
The Object of Rotary 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.
Article V Meetings
Section 1 – Regular Meetings.
(a) Day and Time. This 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 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 this club does not fail to meet for more than three consecutive meetings.
Section 2 —Annual Meeting.
An annual meeting for the election of officers shall be held not later than 31 December as provided in the bylaws.

Article VI Membership
Section 1 – General Qualifications.
This club shall be composed of adult persons of good character and good business and professional reputation.

Section 2 – Kinds.
This club shall have two kinds of membership, namely: active and honorary.

[The 2001 Council on Legislation adopted enactment 01-148 which eliminated types of membership (senior active, past service and additional active) and revised the classification principle. However, no one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of the new provisions. All such members will be considered active members.]

Section 3 – 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.

Section 4 – Dual Membership Prohibited.
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 this club. No person shall simultaneously hold active membership in this club and membership in a Rotaract club.

Section 5 – Honorary Membership.(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals may be elected to honorary membership in this 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, shall have no vote and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this 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 6 – Holders of Public Office.
Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this 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 7 – Rotary International Employment.
This club may retain in its membership any member employed by RI.

Article 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 recognized activity of the firm, company or institution with which the member is connected or that which describes the member’s principal and recognized 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.
This 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% of the club’s active membership. Members who are retired shall not be included in the total number of members from a classification. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations. [ Notwithstanding the provisions of article VII, section 2, no one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of enactment 01-148 adopted by the 2001 Council on Legislation.]

Article VIII Attendance
Section 1 — General Provisions.
Each member should attend this club’s regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60% 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% 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 of a provisional Rotaract or Interact club or Rotary Community Corps; 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 authorized by the board; or
(6) attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned.
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) traveling 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 authorized by the board which precludes attendance at the meeting.(c) Extended Absence on Outposted Assignment. If the member, while working within the member’s own country of residence for an extended period on an outposted assignment and with the mutual agreement of the member’s club and a designated club, attends meetings of the designated club.
Section 2 – 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.
(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 3 – RI Officers’ Absences.
A member’s absence shall be excused if the member is a current officer of RI.

Section 4 – Attendance Records.
Any member whose absences are excused under the provisions of subsection (b) of section 2 of this article shall not be included in the membership figure used to compute this club’s attendance nor shall such absences or attendances be used for that purpose.

Article IX Directors and Officers
Section 1 – Governing Body.
The governing body of this club shall be the board constituted as the bylaws may provide.

Section 2 – Authority.
The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

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 article 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, provided 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 – Officers.
The club officers shall be a president, a president-elect and one or more vice-presidents, all of whom shall be members of the board, and a secretary, a treasurer, and a sergeant-at-arms, who may or may not be members of the board as the bylaws shall provide.

Section 5 – Election of Officers.(a) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified.
(b) Term of President. The president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office. The president shall serve as president-elect for the year immediately preceding the year as president. The president shall take office on 1 July and shall serve for a period of one (1) year or until a successor has been duly elected and qualified.
(c) Qualifications. Each officer and director shall be a member in good standing of this club. The president-elect shall attend the district presidents-elect training seminar and the district assembly unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect.
Article X Admission Fees and Dues
Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article VI, section 4 shall not be required to pay a second admission fee.

Article XI Duration of Membership
Section 1 – Period.
Membership shall continue during the existence of this 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 this 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 is still active in the same classification and continues to meet all other conditions of club membership;
(2) the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member remains active in the same classification and continues to meet all other conditions of club membership; and
(3) a member whose classification is lost without default of the member may retain such classification and be granted a special leave of absence not to exceed one (1) year to enable the member to obtain new employment in the current or a new classification. Such member must continue to meet all other conditions of club membership. Termination of membership would take effect only at the end of the period of leave granted to the member.
(b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person 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 prescribed time 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 this 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 60% of club regular meetings in each half of the year;
(2) attend at least 30% of this club’s regular meetings in each half of the year.
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 andsufficient reason or pursuant to article 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 this 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 this 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.
(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 or certified 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, this 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 this club or of the arbitrators has been announced.
Section 6 – Right to Appeal 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 or to arbitrate as provided in article 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) 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 as arbitrator.
(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.
Section 7 – Board Action Final.

Board action shall be final if no appeal to this club is taken and no arbitration is requested.
Section 8 – Resignation.

The resignation of any member from this 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 this club.

Section 9 – Forfeiture of Property Interest.

Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club.

Article 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 this 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, this club shall not express an opinion on any pending controversial public measure.

Section 2 – No Endorsements.
This 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. This 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. This 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 – Recognizing 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, this 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.

Article XIII Rotary Magazines
Section 1 – Mandatory Subscription.
Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of RI from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in this 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 this 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.

Article XIV Acceptance of Object and Compliance with Constitution 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 constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.

Article XV Arbitration
Should any dispute, other than as to a decision of the board, arise between any current or former member(s), and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall be settled, upon a request to the secretary by any of the disputants, by arbitration. The procedure utilized for such arbitration shall be as provided in article XI, section 6, subsections (c) and (e).

Article XVI Bylaws
This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein provided.

Article XVII Interpretation
Throughout this constitution, the terminology “mail,” “mailing” and “ballot-by-mail” will include utilization of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.

Article XVIII Amendments
Section 1 – Manner of Amending. Except as provided in section 2 of this article, this constitution may be amended only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its bylaws.

Section 2 – Amendment by the Club. The provisions of this constitution may be amended at any regular meeting of this club, a quorum being present, by the affirmative vote of a majority of members present and voting, provided that the proposed amendment shall have been announced at the two (2) meetings immediately prior to the vote and provided further that notice of such proposed amendment shall have been mailed to each member ten (10) days before the meeting at which the vote is taken. No amendment shall be made to this constitution that conflicts with the constitution or bylaws of RI.ROTARY CLUB OF CHARLESTON
CHARLESTON, WEST VIRGINIA

Article I
Board of Directors

Section 1 – The governing body of this club shall be the Board of Directors, elected in accordance with Article II, Section 1 of the bylaws.

Article II
Election of Directors and Officers

Section 2 – The Board of Directors-elect shall meet within two (2) weeks after the annual meeting and shall elect from its members a President, President-elect, Secretary and Treasurer, provided, however, that the Board at its discretion, may elect as Secretary, or as Treasurer, or both, members (or a member) of the club who are not members of the Board of Directors-elect and shall elect a Sergeant-at-arms from the membership of the club. The Board may elect an Assistant Secretary and an Assistant Treasurer who are not members of the Board and who, when so elected, shall not become ex officio members of the Board.

Section 3 – The remaining members of the Board shall fill a vacancy in the Board of Directors or any office.

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 the office.

Section 3 – Secretary. It shall be the duty of the Secretary to oversee the administrative 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 General Secretary of Rotary International on January 1st and July 1st of each year, the report of changes in membership, which shall be made to the General 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 the office. The Assistant Secretary shall perform such duties as may be assigned by the Secretary and Board of Directors.

Section 4 – Treasurer. It shall be the duty of the Treasurer to have custody of all operating funds, accounting for same to the club not less than annually and at any other time upon demand by the Board of Directors and to perform such other duties as pertain to the office. Upon retirement from office the Treasurer shall turn over to the Treasurer-elect or to the President all funds, books of accounts or any other club property in their possession. The Assistant Treasurer shall perform such duties as may be assigned by the Treasurer and Board of Directors.

Section 5 – Sergeant-at-arms. The duties of the Sergeant-at-arms shall be such as are usually prescribed for the office and such other duties as may be prescribed by the President or the Board of Directors.

Article IV
Meetings

Section 1 – The annual meeting of this club shall be held on the second Friday of December in each year, at which time the election of Directors to serve for the ensuing year shall take place.

Section 2 – The regular weekly meeting of this club shall be held on Friday, at 12:05 p.m. provided that the Board of Directors may:

Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

Section 3 – Not less than one-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 5 – A majority of the Board members shall constitute a quorum of the Board.

Article V
Fees and Dues

Section 1 – The amount of the club admission fee shall be set from time to time at the discretion of the Board of Directors and shall be paid before the applicant can qualify as a member.

Article VI
Method of Voting

Section 1 – The business of this club shall be transacted by viva voce vote except the election of Directors which shall be by ballot, provided, that any member may call for any vote to be by ballot.

Article VII
Committees

Section 1 – (a) The President shall, subject to the approval of the Board of Directors, appoint the following standing committees:

Community Service Committee
International Service Committee
Vocational Service Committee

(d) The President shall, subject to the approval of the Board of Directors, appoint the following committees on particular phases of club service:

Attendance Committee
Classifications Committee
Fellowship Activities Committee
Magazine Committee
Membership Committee
Membership Development Committee
Nominating Committee
Program Committee
Public Relations Committee
Rotary Information Committee
and appoint any other committees that are deemed necessary for the administration of club affairs. These committees shall consist of no fewer than three (3) members with staggered terms.

(e) Where feasible and practicable in the appointment of club committees, there should be provision for both continuity and rotation of membership.

(f) The Classifications and Membership Committees shall each consist of three (3) members, one (1) member of each committee to be appointed each year for a term of three (3) years.

(g) The Magazine Committee shall, wherever feasible, include the editor of the club publication and a local newspaper or advertising member of the club.

(h) The Nominating Committee shall consist of four (4) persons who hold or have held the office of President or President-elect of the club

(j) The President shall be an ex officio member of all committees and, as such, shall have all the privileges of membership therein.

Article VIII
Duties of Committees

Section 8 – Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the club.

Article IX
Leave of Absence

Article X
Finances

Section 1 – The Treasurer shall deposit all operating funds of the club in a financial institution to be named by the Board of Directors

Article XI
Method of Electing Members

Section 1 – Active members.

(a) From time to time the Board of Directors shall review the list of filled and unfilled classifications as prepared by the Classifications Committee and decide which, if any, of the unfilled classifications should be considered as open for proposals and shall advise the membership as to which classifications have been opened for proposal.

(b) The name of a prospective active member to fill an open classification, having been proposed by the Membership Development Committee or by an active member in good standing, shall be submitted first to the Board of Directors through the Secretary, on a standard form known as the proposal card.

(c) The Board of Directors shall then refer the proposal card to the Classifications Committee which committee shall consider the eligibility of such proposed member from the standpoint of classification and declare the proposed classification proper or improper and shall return the proposal card, together with this information, to the Secretary. The Secretary shall then, if the classification is proper, refer the proposal card to the Membership Committee.

(d) After making due investigation of the character, business, social standing and general eligibility of the person proposed for membership, the Membership Committee shall then proceed to vote and if not more than one negative vote is cast by the members of this

Committee, the name of the proposed member shall be considered eligible and so recommended to the Board of Directors. The Membership Committee shall then report to the Board of Directors the action it has taken thereon.

(e) The Board of Directors shall then review the action of the Classifications Committee and the Membership Committee and sustain or reject their decisions or refer it back to the Classifications Committee and the Membership Committee for further consideration and action.

(f) If the Classifications and Membership Committees have reported adversely upon the name of the newly proposed member and the Board of Directors has sustained the action, the proposer shall be so notified by the club Secretary or Administrator.

(g) If the Classifications and Membership Committees have reported favorably upon the name of the proposed member and the Board of Directors has sustained the action, the club Secretary or Administrator shall notify the proposer.

(h) The proposer shall fully inform the proposed member of the privileges and responsibilities of membership in the Rotary Club, and shall secure the oral or written permission of the proposed member to publish the name to the membership of the club,

(i) After permission to do so has been secured from the proposed new member the club Secretary or Administrator shall notify each member of the club by means of a written or printed communication, giving the name of the proposed candidate, the firm represented and the classification under which they are proposed for membership.

(j) A ten-day period shall then be allowed during which any member objecting to the election of the proposed member shall notify the club Secretary or Administrator or any member of the Board in writing, stating reasons for the objection.

(k) If no such objection is received in such period, the proposed member shall be considered qualified for membership.

If any objections have been filed, the Board of Directors shall consider the same at any regular or special meeting of the Board of Directors and proceed to ballot on the proposed member. If not more than two (2) negative votes are cast by the members of the Board in attendance at this regular or special meeting of the Board, the proposed member shall be considered qualified for membership. In the event the proposed member is rejected, the proposer shall be so notified by the club Secretary or Administrator.

(l) The club Secretary or Administrator shall then notify the proposer and the proposed member of the required qualifications for membership and invite the proposed member to apply for membership in the club.

(m) When the proposed member has filled in, signed and returned to the club Secretary or Administrator the regular form of application, indicating the proposed member’s understanding and acceptance of the responsibilities of membership, together with their remittance for the admission fee as provided for in Article V, they shall be considered duly elected to membership.

(n) After having received the completed application and the remittance for the admission fee as provided for in Article V, the proposed member shall be considered duly elected to membership and the club Secretary or Administrator shall issue to the newly elected member a Rotary membership identification card.

(o) The club Secretary or Administrator shall then fill in a new membership report form for the newly elected member and forward the completed form to the General Secretary of Rotary International.

Section 2 – Honorary Members. The name of a proposed candidate for honorary membership shall be submitted to the Board of Directors and the election shall be in the same form and manner as prescribed for the election of an active member, provided, however, that such proposal may be considered at any regular or special meeting of the Board of Directors and that the Board of Directors may at its discretion waive any of the steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member. If not more than two (2) negative votes are cast by the members of the Board of Directors in attendance at the regular or special meeting, the proposed member shall be considered duly elected to honorary membership.

Section 3 – At its discretion the Board of Directors may refer any membership application to the Classifications and Membership Committees and the Board of Directors may provide for a ten (10) day period during which any member objecting to the election of any proposed member shall notify the Board of Directors in writing, stating reasons for the objection. At any regular or special meeting, the Board of Directors shall proceed to ballot on any application taking into account, where applicable, reports from the Classifications and Membership Committees and any objections filed. If not more than two (2) negative votes are cast by members of the Board of Directors in attendance at the regular or special meeting, the proposed member shall be considered duly elected to membership and shall be so notified by the club Secretary or Administrator. In the event any application is rejected the applicant shall be so notified by the club Secretary or Administrator.

Article XII
Resolutions

Article XIII
Order of Business

Luncheon
Meeting called to order
Opening formalities
Introduction of visiting Rotarians
Correspondence and announcements
Committee reports
Unfinished business
New business
Address or other program feature
Adjournment

The business of the club, Board of Directors, and committees shall be conducted in accordance with Roberts Rules of Order, latest edition, except to the extent a provision in these bylaws specifically determines a different procedure.

Article XIV
Amendments

These bylaws may be amended at any regular meeting of the club, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of Rotary International.

Article XV
Miscellaneous

In the construction and interpretation of these bylaws, words of the singular number shall be constructed to include the plural, and the plural the singular, and words of the masculine, feminine and neuter genders shall each include the other genders, unless the contest clearly indicates a different construction.

Constitution of the Rotary Club of Charleston, West Virginia

Article I Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:

Board: The Board of Directors of this club.
Bylaws: The bylaws of this club.
Director: A member of this club’s Board of Directors.
Member: A member, other than an honorary member, of this club.
RI: Rotary International.
Year: The twelve-month period which begins on 1 July.

Article II Name
The name of this organization shall be the Rotary Club of Charleston, West Virginia. The club is a member of Rotary International.

Article III Locality of the Club
The locality of this club is Charleston, Kanawha County, West Virginia.

Article IV Object
The Object of Rotary 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.

Article V Meetings

Section 1 – Regular Meetings.

(a) Day and Time. This 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 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 this club does not fail to meet for more than three consecutive meetings.

Section 2 —Annual Meeting.
An annual meeting for the election of officers shall be held not later than 31 December as provided in the bylaws.

Article VI Membership

Section 1 – General Qualifications.
This club shall be composed of adult persons of good character and good business and professional reputation.

Section 2 – Kinds.
This club shall have two kinds of membership, namely: active and honorary.

Section 5 – Honorary Membership.

(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals may be elected to honorary membership in this 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, shall have no vote and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this 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 6 – Holders of Public Office.
Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this 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 7 – Rotary International Employment.
This club may retain in its membership any member employed by RI.

Article 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 recognized activity of the firm, company or institution with which the member is connected or that which describes the member’s principal and recognized 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.
This 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% of the club’s active membership. Members who are retired shall not be included in the total number of members from a classification. If a member changes classification, the club may continue the member’s membership under the new classification notwithstanding these limitations. [ Notwithstanding the provisions of article VII, section 2, no one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of enactment 01-148 adopted by the 2001 Council on Legislation.]

Article VIII Attendance

Section 1 — General Provisions.
Each member should attend this club’s regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60% 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% 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 of a provisional Rotaract or Interact club or Rotary Community Corps; 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 authorized by the board; or
(6) attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned.
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) traveling 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 authorized by the board which precludes attendance at the meeting.
(c) Extended Absence on Outposted Assignment. If the member, while working within the member’s own country of residence for an extended period on an outposted assignment and with the mutual agreement of the member’s club and a designated club, attends meetings of the designated club.

Section 2 – 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.
(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 3 – RI Officers’ Absences.
A member’s absence shall be excused if the member is a current officer of RI.

Article IX Directors and Officers
Section 1 – Governing Body.
The governing body of this club shall be the board constituted as the bylaws may provide.

Section 2 – Authority.
The board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 5 – Election of Officers.

(a) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified.
(b) Term of President. The president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office. The president shall serve as president-elect for the year immediately preceding the year as president. The president shall take office on 1 July and shall serve for a period of one (1) year or until a successor has been duly elected and qualified.
(c) Qualifications. Each officer and director shall be a member in good standing of this club. The president-elect shall attend the district presidents-elect training seminar and the district assembly unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect.

Article X Admission Fees and Dues

Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article VI, section 4 shall not be required to pay a second admission fee.

Article XI Duration of Membership
Section 1 – Period.
Membership shall continue during the existence of this 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 this 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 is still active in the same classification and continues to meet all other conditions of club membership;
(2) the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member remains active in the same classification and continues to meet all other conditions of club membership; and
(3) a member whose classification is lost without default of the member may retain such classification and be granted a special leave of absence not to exceed one (1) year to enable the member to obtain new employment in the current or a new classification. Such member must continue to meet all other conditions of club membership. Termination of membership would take effect only at the end of the period of leave granted to the member.

(b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person may make new application for membership, under the same or another classification. A second admission fee shall not be required.

Section 3 – Termination Non-Payment of Dues.

(a) Process. Any member failing to pay dues within thirty (30) days after the prescribed time 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 this 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 60% of club regular meetings in each half of the year;
(2) attend at least 30% of this club’s regular meetings in each half of the year.
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 article 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 this 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 this 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.
(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 or certified 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, this 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 this club or of the arbitrators has been announced.

Section 6 – Right to Appeal 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 or to arbitrate as provided in article 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) 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 as arbitrator.
(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.

Section 7 – Board Action Final.

Board action shall be final if no appeal to this club is taken and no arbitration is requested.
Section 8 – Resignation.

Section 9 – Forfeiture of Property Interest.

Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club.

Article 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 this 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, this club shall not express an opinion on any pending controversial public measure.

Section 2 – No Endorsements.
This 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. This 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. This 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 – Recognizing 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, this 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.

Article XIII Rotary Magazines

Section 1 – Mandatory Subscription.
Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of RI from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in this club and to the end of any six (6) month period during which membership may terminate.

Article XIV Acceptance of Object and Compliance with Constitution 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 constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them.

Article XV Arbitration

Should any dispute, other than as to a decision of the board, arise between any current or former member(s), and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall be settled, upon a request to the secretary by any of the disputants, by arbitration. The procedure utilized for such arbitration shall be as provided in article XI, section 6, subsections (c) and (e).

Article XVI Bylaws
This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein provided.

Article XVII Interpretation
Throughout this constitution, the terminology “mail,” “mailing” and “ballot-by-mail” will include utilization of electronic mail (e-mail) and internet technology to reduce costs and increase responsiveness.

Article XVIII Amendments

Section 1 – Manner of Amending. Except as provided in section 2 of this article, this constitution may be amended only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its bylaws.

By Laws & Constitutions

ROTARY CLUB OF CHARLESTON

CHARLESTON, WEST VIRGINIA

Article IBoard of Directors

Article IIElection of Directors and Officers

Article IIIDuties of Officers

Article IVMeetings

Article VFees and Dues

Article VIMethod of Voting

Article VIICommittees

Article VIIIDuties of Committees

Article IXLeave of Absence

Article XFinances

Article XIMethod of Electing Members

Article XIIResolutions

Article XIIIOrder of Business

Article XIVAmendments

Article XVMiscellaneous

Article I Definitions

Article V Meetings

Article VI Membership

Article VIII Attendance

Article X Admission Fees and Dues

Article XII Community, National and International Affairs

Article XIII Rotary Magazines

Article XIV Acceptance of Object and Compliance with Constitution and Bylaws

Article XV Arbitration

Article XVIII Amendments

Article I
Board of Directors

Article II
Election of Directors and Officers

Article III
Duties of Officers

Article IV
Meetings

Article V
Fees and Dues

Article VI
Method of Voting

Article VII
Committees

Article VIII
Duties of Committees

Article IX
Leave of Absence

Article X
Finances

Article XI
Method of Electing Members

Article XII
Resolutions

Article XIII
Order of Business

Article XIV
Amendments

Article XV
Miscellaneous