Club By-Laws

AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

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 Contents

Article 1 Definitions:........................................................................................................................... 2

Article 2 Board and Duties of the Board: ....................................................................................... 2

Article 3 Elections and Terms of Office: .......................................................................................... 3

Article 4 Meetings: .......................................................................................................................... 4

Article 5 Fees and Dues: .................................................................................................................. 4

Article 6 Method of Voting: ............................................................................................................ 5

Article 7 Committees: ...................................................................................................................... 5

Article 8- RCOP - FOUNDATION: ..................................................................................................... 5

Article 9 Charitable/Service, Projects and Patron/Awards: ........................................................... 6

Article 10 Finances:........................................................................................................................... 7

Article 11 Method of Electing Members: ....................................................................................... 8

Article 12 Resolutions: ..................................................................................................................... 9

Article 13 Order of Business: .............................................................................................................. 9

Article 14 Conflicts of Interest........................................................................................................... 9

Article 15 Leave of Absence: ............................................................................................................. 9

Article 16 Meeting Dress Code:....................................................................................................... 10

Article 17 Amendments: ............................................................................................................... 10

Attachment - A ............................................................................................................................... 11

SECRETARY’S CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS OF .................. 13

THE ROTARY CLUB OF PLAINSBORO, NJ ........................................................................................... 13 AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

Rotary Club of Plainsboro (RCOP) is Chartered in the State of New Jersey and registered under Federal Tax ID number 41-2056154.

The following Articles outline the By-Laws of RCOP and must be complied with in conducting RCOP activities. These By-Laws were approved by the RCOP Board and the Members in a weekly meeting on June 17, 2003 at Chutney Manor, South Brunswick, NJ.

1. Board: The Board of Directors of RCOP club.

 

2. Director: A member of RCOP's Board of Directors.

 

3. RCOP: Rotary Club of Plainsboro, NJ.

 

4. RFOP: Rotary Foundation of Plainsboro

 

5. Member: A member (other than an honorary member), of RCOP.

 

6. Quorum: One-third of the RCOP membership; a majority of directors for the Board.

 

7. RI: Rotary International.

 

8. Year: The 12-month period that begins on the 1st of July.

 

The governing body of RCOP is the Board that shall consist of:

1. President: Head of the organization and shall chair the Committee, Board and General meetings, in charge of all the activities, communicates with RI, and shall invite guests, press/media contacts, shall represent and promote Rotary and its purposes and objectives to all outside parties.

2. Vice President: Shall take charge of all the duties in the absence of the President and shall be, in charge of membership and promotion through media including sending out press releases. AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

3. President-Elect: The president-elect shall prepare for his/her year in office and serve as a director.

4. Secretary: Shall be, in charge of emailing the information, taking minutes, sending out the minutes and all communication to members and community at-large as decided by the Board.

5. Treasurer: Shall take care of all financial transactions, create budgets for events, and create projected budgets.

6. Immediate Past President: Shall provide and help in continuity of the objectives and activities of RCOP, and help the Board and the President in developing new activities, and getting event sponsorships and life members.

7. Director: The director shall attend RCOP meetings and Board meetings.

8. Board members shall perform additional duties as assigned.

The RCOP Board may include additional Board members as required and necessary

Section 1- One month prior to elections, members may nominate candidates for president, vice president, secretary, treasurer, and any open director positions. The nominations may be presented by a nominating committee, by members, or both.

Section 2 - The candidate who receives a majority of the votes for each office will be declared elected to that office.

Section 3 - A vacancy on the Board or any office shall be filled by the remaining members of the Board.

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

Section 5 - Terms of office for each role is ONE YEAR. The term of all appointees shall terminate with the election of the new Board Members. AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

1. Annual Meeting: An annual meeting of RCOP shall be held no later than 31 December to elect the officers and directors who will serve for the next Rotary year. (Attachment -A provides Guidelines}.

2. Annual Installation Meeting: An Annual Installation Meeting shall be held every year no later than June end to give charge to the new Board members at a swearing-in Ceremony. This meeting typically includes inviting RI District officials. A typical agenda is followed in Installation Meeting. (Attachment -A provides Guidelines).

3. The regular weekly meetings of RCOP will be held on Wednesday (day) at 7:30PM (time}. Reasonable notice of any change or cancellation of the regular meeting shall be given to all RCOP members. (Attachment - A provides Guidelines).

4. Board meetings are held each month. Special meetings of the Board can be called with reasonable notice issued by the president or upon the request of two directors. (Attachment -A provides Guidelines).

5. RCOP strongly encourages all members to attend events organized by the Rotary International, Rotary Districts, or other Rotary Clubs. Any costs/expenses (if any) relating to these events should be borne by the attending members, except in case of some annual events where RCOP will pay for a maximum of 2 members (but not their accompanying spouses and children).

1. The admission fee, as established by RI and/or the RCOP, shall be paid before the applicant can qualify as a member.

2. Membership dues shall consist of Rl per capita dues, subscription fees to The Rotarian or Rotary regional magazine, district per capita dues, RCOP annual dues, and any other Rotary or district per capita assessment. RCOP annual dues shall be in the amount of $700.00. Membership dues shall be payable in accordance with the policies of the RCOP as established by the Board.

3. Non-Payment of the Membership dues will automatically terminate the membership after 60 days of the due date. AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

RCOP business shall be conducted by a voice vote or show of hands except for the election of officers and directors, which will be conducted by a ballot. The Board may provide a ballot for a vote on a specific resolution.

1. RCOP committees shall coordinate their efforts in order to achieve the RCOP's annual and long-range goals. RCOP will have the following committees:

 RCOP Administration - Club Services

 Membership Committee

 Public Relations Committee

 Rotary Foundation

 International Service Committee

 Vocational Services Committee

 Community Services Committee

 

2. Additional committees may be appointed by the Board of RCOP as needed.

3. The president shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership.

4. Except where special authority is given by the Board, committees shall not take

Action until a report has been made and approved by the Board. The president or the

Board shall refer additional business to a specific committee as needed.

5. Each chair shall be responsible for regular meetings and activities of the committee,

shall supervise and coordinate the work of the committee, and shall report to the Board on all committee activities.

1. The RCOP Board approved the set-up of RCOP Foundation. Subsequently a foundation was formed and 501 (c) status was approved by IRS. Name of the RCOP foundation is Rotary Foundation of Plainsboro (RFOP). AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

2. The RFOP shall act in an advisory capacity to the RCOP Board. The Foundation shall oversee and coordinate the raising, managing and disbursing of funds collected for charitable and educational causes both local and international.

3. The Foundation shall be composed of 5 voting members, consisting of President, Treasurer, Secretary, Vice President, and President of RCOP.

4. The Foundation shall meet as deemed necessary. The notice of the Foundation meeting and the quorum required shall be the same as that of the RCOP.

5. The Foundation shall have full authority to make a decision whether to approve or deny and to distribute funds for the projects/events of RCOP. Any expenditure that is above $500 has to be pre-approved by the Foundation Board.

6. An annual report of its activities and a financial report of the Foundation shall be submitted by the treasurer of the Foundation Board.

RCOP is committed to community Charitable/Service Projects for those in need. RCOP will consider any local, national or international projects, provided they meet with RI and RCOP project guidelines. Where ever possible, RCOP would prefer to do the projects in partnership with another Rotary Club that provides Matching Grants and detailed reports along with checks, audits, and support for better execution. Any RCOP Member or the Committee can propose a local or international project to the RCOP Board and Foundation and must get approval prior to execution.

The following guidelines will be used by RCOP Board in evaluating a project:

1. A written, detailed report of the project must be submitted to the Board. Proposing

 

Member/Committee shall provide the details of how funds will be raised.

2. For a matching-grant project, necessary approval/commitment must be included in the project proposal report from the partner club.

 

3. For a matching-grant proposal, RI approval must be included in the project proposal.

AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

 

9. For all proposed projects, matching or non-matching, the proposing member and the associated committee must raise the funds needed for the project.

 

10. RCOP will allow 70% of the total funds raised by the proposing member/committee for the project and the remaining 30% will be added to RFOP Foundation Funds.

 

11. No projects will be approved using pre-existing RCOP/RFOP Foundation funds.

 

12. PATRONS: Person(s) who have made outstanding contributions to the cause of Rotary/RCOP/Community may be honored as Patrons. Selected patrons will be invited to the RCOP Annual Installation Event and will be kept informed about the activities of RCOP/Rotary International.

 

13. AWARDS/RECOGNITION: RCOP can honor the Patrons by awarding Rotary Paul Harris Awards (PHA) or Recognition/Achievement with a Plaques/Certificate. Any award and/or recognition shall be in compliance with Rotary International/RCOP criteria and shall be approved by the Board in advance. PHA criteria can only be modified by the RCOP Board in consultation with the RFOP Foundation Board. The General guideline for the PHA/any other Recognitions is to recognize those who have made outstanding

 

Contributions over the years to the cause of Rotary International/RCOP/Community and/or personally contributed to Rotary/RCOP a minimum of $1,000.

1. Prior to each fiscal year, the Board shall prepare an annual budget of estimated income and expenditure.

2. The treasurer shall deposit RCOP funds in financial institution(s) designated by the Board,

divided into two parts: RCOP operations and service projects.

3. Bills shall be paid by the treasurer or another authorized officer when approved by two other officers or directors.

4. A thorough annual review of all financial transactions shall be completed by a qualified Charted Accountant.

5. An annual financial statement of the RCOP and RFOP shall be provided to RCOP members.

6. The fiscal year shall be from 1st July to 30th June. AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

1. A member shall provide a candidate’s name to the RCOP Board. A transferring or former member of another club may also be proposed for membership by the former club. The proposal will be kept confidential unless the Board instructs otherwise.

2. The Board shall ensure that the candidate meets all of Rotary International/RCOP membership requirements.

3. The RCOP Board may approve or reject the candidate's membership within 30 days and shall notify the proposer of its decision.

4. If the decision of the Board is favorable, the prospective member will be invited to join the RCOP, educated about Rotary International and RCOP membership requirements, and asked to sign the membership proposal form and to allow his or her name and proposed classification to be conveyed to RCOP.

5. If no member of the RCOP submits a written objection including reasons for the objection to the Board within seven days after the RCOP will be notified of the prospective member, and that person, upon payment of the admission fee, will be considered to be elected to the membership. If an objection is been filed with the Board, the RCOP shall vote on this matter at its next meeting. If approved despite the objection, the proposed member shall be elected to membership after payment of admission fee.

6. All RCOP Members will be required to attend at least 50% of the scheduled meetings. Family Emergency or Health related problems may be exempted, provided proper notification is sent to the club president.

7. HONORARY MEMBERSHIP: The RCOP may elect honorary members proposed by the Board. An individual who has distinguished himself/herself in any artistic, scientific, educational or humanitarian activities by rendering outstanding services to the community may be invited to join RCOP as an Honorary Member, if the Board reaches a unanimous decision. Honorary Members shall be exempt from all annual dues, but shall

be entitled to all privileges of membership except the right to hold elected office or

vote in an election of officers, and will contribute the cost of the lunch/dinner at weekly meetings. AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

Any resolutions or motions to commit the RCOP to any position or action shall first be reviewed and approved by the Board. After resolutions or motions have been approved at a RCOP meeting, they shall be forwarded to the Board without further discussion.

Meetings shall be conducted in the following manner: Meeting called to order; Non-sectarian invocation; Pledge of Allegiance to the flag of the United States; Introduction of visiting Rotarians and guests; any other items as per the agenda by President; Program, if any; adjournment.

Whenever possible, all members shall endeavor to avoid even an appearance of a conflict of interest when said conflict or appearance of a conflict of interest jeopardizes the reputation, credibility, or activities of the Club. While dual membership on RCOP board and the boards of other organization to whom this Club donates money is not inherently a conflict of interest, Board members should strongly consider abstaining from the vote of any matter in which the RCOP is considering allocating funds to such organizations where the Member serves as a voting board member.

Upon written application to the RCOP Board 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.

a. A Member who requests a leave of absence under this Article for any reason other than a medical reason may be placed on leave by the Officers of the Board for a period not to exceed three (3) months. Such leave of absence may be extended by the Officers of the Club for an additional three (3) months, but in no event shall a leave of absence exceed six (6) consecutive months.

b. A Member who requests a leave of absence under this Article for medial reasons may be placed on leave for an unlimited duration of time if approved by the Board.

c. Unless otherwise waived by the Board, a Member placed on leave of absence shall continue to pay regular quarterly dues to the Club but shall not be required to pay other expenses such as meals or fines.

AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

All RCOP members need to dress appropriately for any RCOP meetings. For special occasions like Governors Visit, Installation Night and other programs where guests are invited, all RCOP members should dress appropriately with a name badge whenever possible. Members will be fined if inappropriate outfits are worn for RCOP meetings. All members should keep up the decorum of the Club.

These Bylaws may be amended at any regular RCOP meeting. Changing the RCOP bylaws requires that written notice be sent to each member at least 10 days before the meeting, a quorum is present for the vote, and that two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, RCOP policies, and the Rotary Code of Policies.AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

TYPICAL AGENDA FOR WEEKLY1 BOARD & ANNUAL MEETINGS ROTARY CLUB OF PLAINSBORO

AND

ROTARY FOUNDATION OF PLAINSBORO

1. Sgt-At-Arm, calls the meeting to order.

2. Welcome: By President

3. Pledge of Allegiance & Prayer.

4. Review and Confirmation of last meeting: By Secretary

5. Club house keeping discussions/review.

6. Introduction of Guest Speaker (If any): By President

7. Guest Speaker, if any.

8. Vote of Thanks: By: Sgt.- At-Arms

9. Dinner

1. Sgt-At-Arm, calls the meeting to order.

2. President/President-Elect/Vice president briefs the attendees of the state of the club.

3. Secretary to record the minutes of the meeting.

4. Secretary to update activities since last meeting.

5. Treasurer to present financials of the club/foundation since last meeting. This will include a copy of (for each member) P&L, Balance Sheet, Accounts Receivables Aging report, Accounts Payable report, Out-standing dues, and the most important, all these reports must conform to bank reconciliation of bank statement as of last date available. P&L and Balance Sheet must have various revenues broken-down by the projects and/or categories (membership dues, happy/sad dollars, extra-contributions, miscellaneous revenues followed by expenses in the same way as for projects and/or expense category.

6. Directors of each venue must come and give a presentation of the activities. If no activity, a NULL report is required.

AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

 

7. President/President-Elect/Vice president to take votes for any issues/ projects for approval.

8. President/President-Elect/Vice president to review/set-goals for the coming month.

9. Sgt-At-Arms, announces the end of the meeting.

 

1. President/President-Elect/Vice president calls the meeting to order.

2. President/President-Elect/Vice president briefs the attendees of the state of the foundation.

3. Secretary to record the minutes of the meeting.

4. Secretary to update activities since last month.

5. Treasurer to present financials of the foundation since last meeting. This will include a copy of (for each member) P&l, Balance Sheet, Accounts Receivables Aging report, Accounts Payable report, Out-standing dues, and the most important, all these reports must confirm to bank reconciliation of bank statement as of last date available. P&L and Balance Sheet must have various revenues/ expenses broken-down by the projects and related expenses.

6. 6. President/Vice president gives a presentation of the activities. If no activity, a NULL report is required.

7. President/President-Elect/Vice president to take vote for any issues/projects for approval.

8. President/President-Elect/Vice president to review/set-goals for the next month.

9. President/President-Elect/Vice president calls the meeting adjourned.

 

1. Sgt-At-Arm/RCOP emcee calls the meeting to order.

2. Introduction/Welcome: By President

3. Pledge Of Allegiance & Prayer:

4. Introduction Of RI - Dist. Governor/ADG and other District Officials: By President

5. District Governor/ADG.

6. Change Of Guards: Installation Of New Board Members/ Swearing In Ceremony

7. Of Board Members and Plaque Presentation.

8. RCOP Upcoming Projects. By: New President

9. Major Project Presentation (if any): By: President Elect.

10. Interact Club Installation: (If any): Interact Co-Coordinator

11. Vote of Thanks: By: Sgt.-At-Arms

12. Dinner

AMENDED AND RESTATED BYLAWS OF ROTARY CLUB OF PLAINSBORO, NJ

 

I, Sudharani Kankanala, do hereby certify: That I am the duly appointed Secretary of the Rotary Club of Plainsboro; and the foregoing Bylaws constitute the Amended and Restated Bylaws of said Rotary Club of Plainsboro as adopted by the Board of the Directors of said Rotary Club of Plainsboro on Wednesday, February 17, 2016

IN WITNESS HEREOF, I have hereunto subscribed my names this 18th day of February, 2016

Secretary President

Sudharani Kankanala Balram Chinta