the Rotary Club of Cedar Rapids - Daybreak
Article I: Board of Directors
Section 1: The governing body of this club shall be the Board of Directors. The Board shall consist of the President, President-Elect, Vice-President, Immediate Past-President, Secretary, Treasurer, Membership Committee Chair, Vocational Service Committee Chair, Community Service Committee Chair, International Service Committee Chair, Social Committee Chair, Fundraising Committee Chair and Communications Committee Chair.
Section 2: The board of directors shall meet and elect one member of the club in good standing to act as sergeant-at-arms. The sergeant-at-arms position is a non-voting position on the Board.
Section 3: The board of directors shall elect one member of the club in good standing to act as Program Director. The Program Director shall schedule and make arrangements for weekly programs with a broad appeal addressing current issues that are consistent with the mission of Rotary.
Section 4: With the exception of Vice-President, President-Elect, President, Secretary, Treasurer, and Immediate Past-President, each member on the Board shall serve for three (3) years and not be eligible for consecutive three-year terms on the Board.
Section 5: With the exception of Vice-President and President-Elect, the President shall fill any vacancy on the board of directors with a member of the club in good standing.
Article II Duties of Officers
Section 1: President. It shall be the duty of the President to preside at meetings of the club and Board and to perform such other duties as ordinarily pertains to the office of President for a term of one (1) year from July 1 through the following June 30. At the completion of the President's term, that person shall serve on the Nominating Committee for the following one (1) year.
Section 2: President-Elect. It shall be the duty of the President-Elect to serve as a member of the Board, to preside at meetings of the club and Board in the absence of the President, to be Foundation Chair, to be Chair of the Nominating Committee and to perform such other duties as may be prescribed by the President or the Board. The President-Elect shall then accede to become President of the Club.
Section 3: Vice-President. It shall be the duty of the Vice-President to serve as a member of the Board, and to perform such other duties as ordinarily pertains to the office of Vice-President. The Vice-President shall then accede to become President-Elect of the Club.
Section 4: Secretary. It shall be the duty of the secretary to keep the records of membership, record the attendance at meetings, record and preserve the minutes of such meetings, make the required reports to RI, collect and remit to RI any monetary amounts as necessary and perform such other duties as usually pertain to the office of secretary. The Secretary shall be appointed by the President and serve a term of three (3) years, and be eligible to be re-appointed by the President to serve one additional, consecutive three (3) year term.
Section 5: Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for all funds to the club annually and at any other time upon demand by the Board and to perform such other duties as pertain to the office of treasurer. Upon departure from office, the Treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts or any other club property. The Treasurer shall be appointed by the President and serve a term of three (3) years, and be eligible to be re-appointed by the President to serve one additional, consecutive three (3) year term.
Section 6: Sergeant-at-Arms. It shall be the duty of the sergeant-at-arms to make available weekly sign-in lists of visiting Rotarians and Guests, the Rotarian bell, song books and any other Daybreak materials. The sergeant-at-arms shall also be responsible to perform such other duties as may be prescribed by the President or the Board.
Article III Meetings
Section 1: Annual Meeting. An annual meeting of this club shall be held on or about July 1 of each year, at which time the new officers and directors shall begin serving their term for the ensuing year.
Section 2: The regular weekly meetings of this club shall be held on Friday from 7 a.m. to 8 a.m. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members, except an honorary member or any member excused by the Board pursuant to Article VII of the bylaws in good standing in this club, on the day of the regular meeting, must be counted as present or absent. Members must be present for at least sixty (60) percent of the regular meetings, either at the Daybreak Rotary club or at any other Rotary club. Of the sixty percent overall attendance, each member shall attend sixty percent of those meetings at Daybreak Rotary.
Section 3: 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 shall be held once each month at a time and place determined by the President. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board, due notice having been given.
Section 5: A majority of the board members shall constitute a quorum of the Board.
Article IV Fees and Dues
Section 1: A one-time admission fee, as deemed appropriate by the Board, shall be payable before the applicant can qualify as a member.
Section 2: The membership dues, as deemed appropriate by the Board, shall be payable semiannually on the first day of January and of July. A portion of each semiannual payment shall be applied to such dues and subscriptions as prescribed by the Club, the District and/or RI.
Section 3: The Board, by a two-thirds (2/3) vote, is authorized to change the fees and dues as deemed necessary.
Article V Method of Voting
The business of this club shall be transacted by voice vote.
Article VI Committees
Section 1: Committees
(a) Daybreak Rotary shall consist of the following standing committees:
Community Service Committee
International Service Committee
Legacy for Learning Trustee Committee
(b) Each standing committee shall consist of a chairman, to be named by the President, with the exception contained in Article VI, Sections 2(h)(8) and 2(i)(2) of the Bylaws, and not less than two (2) other members.
(c) The President, President-Elect, Vice-President, Secretary and Treasurer shall be ex-officio members of all committees and, as such, shall have all the privileges of membership.
(d) 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.
(e) The Board, by a simple majority vote, is authorized to approve or dissolve any additional standing committee(s) and/or combine any standing committees.
Section 2: Duties of Committees
(a) Membership Committee. This committee shall encourage attendance at all Rotary meetings and keep all members informed on attendance requirements. This committee shall also inform prospective members about the privileges and responsibilities of Daybreak Rotary membership and oversee the orientation of new members during their first 6-months in the club. This committee shall assign club members to take attendance and greet Rotarians and guests at each weekly meeting.
(b) Vocational Service Committee. This committee shall implement plans to guide and assist the members of this club in learning about the vocations of other club members , promoting high ethical standards, and contributing vocational talents to the problems and needs of society.
(c) Community Service Committee. This committee shall implement plans that will assist members of this club in working to make the community a better place to live, work, serve, and play, including projects to get the Club involved in the community.
(d) International Service Committee. This committee shall implement plans that will guide and assist the members of this club in discharging their responsibilities in matters relating to international service including inbound and outbound exchange students and group study exchange inbound and outbound students.
(e) Social Committee. This committee shall promote fellowship, friendship and fun among members and promote participation by members in organized Rotary recreational and social activities.
(f) Fundraising Committee. This committee shall implement plans to raise funds as necessary to operate the activities of the Club and its committees, and to fund activities determined by the Community Service committee and International Service committee.
(g) Communications Committee. This committee shall, through the Daybreak Rotary website, club newsletter and/or other media acceptable to the board, stimulate interest and improve attendance, announce the speaker, attendance taker and greeter for the upcoming meetings, contribute to the Rotary education of all members and report the news of the Club, its members and the worldwide Rotary program. This committee shall devise and implement plans to educate the public in general about Rotary, its history, object and scope and to secure publicity for the Club.
(h) Nominating Committee.
(1) The Nominating Committee shall consist of the following seven (7) members:
Two (2) At-Large members
(2) The President-Elect shall chair the Nominating Committee and appoint the two (2) At-Large members of the Nominating Committee. These two (2) At-Large members, while serving on the Nominating Committee, are not eligible to be nominated to be members of the Board. The two At-Large members shall serve on the Nominating Committee for one year and are not eligible for consecutive one-year terms on the Nominating Committee.
(3) The President-Elect shall announce to the Daybreak Rotary membership two (2) weeks prior to the meeting of the Nominating Committee the number of Board positions to be filled with a three-year commitment. The President-Elect shall accept all written nominations of Daybreak Rotarians in good standing for Board positions and for Vice-President and submit the names to the Nominating Committee for consideration.
(4) To be eligible to become Vice-President, a Daybreak Rotarian in good standing must have served on the Board for at least one (1) year prior to the time of being nominated for consideration by the Nominating Committee.
(5) The Nominating Committee shall meet at least once every year and nominate at least one (1) Daybreak Rotarian in good standing to become Vice-President and at least one (1) Daybreak Rotarian in good standing to fill each open position on the Board. The Nominating Committee has the discretion to nominate additional candidates for consideration by the Membership of Daybreak Rotary.
(6) The Membership of Daybreak Rotary shall meet and vote on the nominations by written ballot. The written ballot shall consist of those names nominated by the Nominating Committee and shall include a blank space for an At-Large nomination, if any, by the Membership. A simple majority vote by the Membership present at that meeting shall determine the election.
(7) Following the vote by the Membership, the President shall announce the names to the Daybreak Rotary membership.
(8) With the exception of Vice-President and President-Elect, in the event that any member on the Board is unable to fulfill the three-year term, the President is solely authorized to appoint a Daybreak Rotarian in good standing to complete the remaining term of the three-year position. Under such circumstances, at the completion of that term, that Daybreak Rotarian shall be eligible to be nominated for a concurrent three-year term on the Board.
(9) In the event the President is unable to fulfill the commitment, the President-Elect shall automatically accede to President, the Vice-President shall automatically accede to President-Elect, and the Membership of Daybreak Rotary shall elect a new Vice-President in accordance with the process described in Article VI Section 2 (h) (1-6). In the event the President-Elect is unable to fulfill the commitment, the Vice-President shall automatically accede to President-Elect, and the Membership of Daybreak Rotary shall elect a new Vice-President in accordance with the process described in Article VI Section 2 (h) (1-6). Finally, in the event the Vice-President is unable to fulfill the commitment, the Membership of Daybreak Rotary shall elect a new Vice-President in accordance with the process described in Article VI Section 2 (h) (1-6).
(i) Legacy for Learning Scholarship Trustee Committee:
(1) The Legacy for Learning Scholarship Trustee Committee shall consist of the Past Presidents of the Club and other interested member of the club so designated by the President.
(2) The Immediate Past-President shall chair the Legacy for Learning Trustee Committee and be the committee liaison to the Daybreak Board.
(3) The Legacy for Learning Trustee Committee shall meet at least quarterly and has responsibility for the promotion, operation and oversight of the Legacy for Learning Scholarship Program. It will regularly advise the Board and the membership as to the condition of the program and bring to the board's attention any matter requiring Board action, or Club Member support, necessary to protect the integrity and effectiveness of the program.
Article VII Leave of Absence
Upon notice to the Board, leaves of absence may be granted for health, personal, or other approved reasons excusing a member from attending the meetings of the club for a specified length of time.
Article VIII Finances
Section 1: The Treasurer shall deposit all funds of the club in financial institutions approved by the Board.
Section 2: All bills shall be paid only by checks signed by any two of five officers (President, President-Elect, Vice-President, Treasurer and Secretary). An independent review by a certified public accountant or other qualified person shall be made once a year of all the club's financial transactions.
Section 3: Officers having charge or control of funds may be required to post a bond as directed by the Board for the safe custody of the funds of the club. The Club shall pay the cost of the bond.
Section 4: The fiscal year of this club shall extend from July 1st to June 30th, and the collection of members' dues shall be divided into two (2) semiannual periods extending from July 1 to December 31, and from January 1 to June 30th. The payment of per capita dues and other prescribed payments shall be made on July 1 and January 1 of each year.
Section 5: At the beginning of each fiscal year, the Board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by the Board.
Article IX Method of Electing Members (for all kinds of membership)
Section 1: The name of a proposed member along with a completed membership application shall be submitted to the Board through the club secretary.
Section 2: The President shall read the name of the proposed member at the weekly meeting 2 times before being eligible for membership.
Section 3: The board shall approve or disapprove by a simple majority vote of the board and shall notify the sponsor of its decision.
Section 4: If the decision of the Board is favorable, the proposed member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership. Upon payment of all club fees prescribed by the Bylaws, the proposed member shall be considered to be elected to membership.
Section 5: If the Board receives any objections to the proposed member, the Board shall vote on this matter at its next meeting. If approved by a majority of the Board despite the objection, the proposed member, upon payment of all club fees prescribed by the Bylaws, shall be considered to be elected to membership.
Section 6: Following approval by a majority of the Board, the President shall arrange for the induction of the new member.
Article X Resolutions
The club shall consider no resolution or motion to commit this club on any matter until the Board has considered it. Such resolutions or motions, if offered at a club meeting, shall be referred to the Board without discussion.
Article XI Order of Business Meeting
Invocation and Pledge of Allegiance
Introduction of Guests and Visiting Rotarians
Committee reports if any
Any new business
Address or other program features
Article XII Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of the members present, provided that notice of such proposed amendments shall have been available on the Club website and announced to the membership at least seven 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 RI.
Article XIII Offices
Section 1: The principal office of the Corporation is in Iowa at a location determined by the Board of Directors.
Article XIV Fiscal Year
Section 1: The Corporation shall operate on a fiscal year basis established from time to time by the Board.
Article XIV Indemnification
Section 1: Actions Against Directors, Officers, Employees or Other Volunteers. The Corporation shall indemnify any Director or Officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or Officer was a party because that person is or was a Director, or Officer of the Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding.
The Corporation may indemnify Directors, Officers, employees or other volunteers of the Corporation, and each Director, Officer, employee or other volunteer of this Corporation who is serving or who has served, at the request of this Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorney's fees, judgments, penalties, fine, settlements and reasonable expenses actually incurred by such Director, Officer, employee or other volunteer relating to such person's conduct as a Director, Officer, employee or volunteer of this Corporation or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan if the individual met the following Standard of Conduct: (i) the individual acted in good faith; (ii) in the case of conduct in the individual's official capacity, the individual reasonably believed that his or her conduct was in the best interests of the Corporation, and in all other cases, the individual's conduct was at least not opposed to the best interests of the Corporation; (iii) in the case of any criminal proceeding, the individual must have had no reasonable cause to believe his or her conduct was unlawful; and (iv) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Articles of Incorporation, except that the mandatory indemnification required by this sentence shall not apply (i) in connection with a proceeding by or in the right of the Corporation (except for reasonable expenses incurred by the individual in relation to the relevant Standard of Conduct) or (ii) in connection with any proceeding with respect to conduct for which the individual was adjudged liable on the basis that the individual received an improper financial benefit, unless so ordered by the court.
The Corporation must specifically authorize the indemnification by one of the following processes: (i) if there are two or more disinterested Directors, by a majority vote of all the disinterested Directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members of a committee of two or more disinterested Directors appointed by such vote; or (ii) if there are fewer than two disinterested Directors, by the affirmative vote of a majority of all of the Directors present at a Board meeting in which at quorum exists.
Section 2: Payment of Expenses in Advance. The Corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expense incurred by a Director, Officer, employee or other volunteer of the Corporation who is a party to a proceeding because the person is a Director, Officer, employee or other volunteer of the Corporation if the person delivers all of the following to the Corporation : (i) a written affirmation of the person's good faith belief that the person has met the relevant Standards of Conduct or that the proceeding involved conduct for which liability has been eliminated under a provision f the Articles of Incorporation; (ii) the person's written undertaking to repay any funds advanced if the person is not entitled to mandatory indemnification and it is ultimately determined that the person has not met the relevant Standards of Conduct. The undertaking required in (ii), above, must be an unlimited general obligation of the person, but need not be secured and may be accepted without reference to the person's ability to make repayment.
Section 3: Right Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to action taken in an official capacity and as to action taken in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee or other volunteer and shall inure to the benefit of the heirs, executors and administrators of such a person.