ByLaws of the Rotary Club of Baguio
(As Amended and Ratified on 16 November 2013)
Article 1 Definitions
1. Board: The Board of Directors of this club.
2. Director: A member of this club’s Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period that begins on 1 July.
Article 2 Board
The governing body of this club shall be the board consisting of eleven (11) members of this club, namely, the president, immediate past president, president-elect (or president-nominee, if no successor has been elected), vice-president, secretary, treasurer, and the directors elected in accordance with article 3, section 1 of these bylaws.
Article 3 Election of Directors and Officers
Section 1 – At the annual meeting set by the board, all members in good standing, except the incumbent president and president-elect, shall be nominated and placed on a ballot in alphabetical order and shall be voted for the position of director. The nine (9) candidates securing the highest number of votes shall be declared elected as directors.
Any member who may be absent during the election may request for a ballot which will be available the week before the annual meeting, and send the accomplished ballot by mail or directly delivered to the chairman of the Comelec, which must be received at least one (1) day before the election. Any ballot received with less or more than nine (9) candidates voted shall be VOID.
Section 2 – Election for president. Immediately after the election of the directors, the president shall be elected from among the elected and incumbent directors by a simple majority vote of all the club members in good standing present during the annual meeting. In case of a tie, a run-off election will be conducted until a president is elected. The incumbent president, president-nominee and past presidents who are elected or incumbent as directors are disqualified as candidates for president.
The candidate declared elected president shall be the president-nominee and shall take the title of president-elect on the first day of July next following the election, and shall serve as an officer during that year. The president-elect shall assume office as president starting on the first day of July immediately following that year.
Section 3 – Election of Vice-President. The board shall elect among themselves the vice-president from among the elected and incumbent directors remaining after the president has been elected, within one week after the annual meeting. The vice president shall assume office for one (1) year, commencing on the first day of July next following the election.
Section 4 – The club secretary, treasurer and sergeant-at-arms shall be proposed by the president-elect from among the general membership subject to the approval and appointment by the board. In case the appointed officers are not elected directors, they shall become ex-officio members of the board without voting rights.
Section 5 – The chairpersons of the standing committees, except the club administration committee, shall be appointed by the president-elect, in consultation with the incumbent president, immediate past president and president-nominee from the general membership. They shall serve as chairpersons of their respective standing committees for a maximum period of three (3) years. In case the appointed chairpersons are not elected directors, they shall become ex-officio members of the board without voting rights. A director who is concurrently a chairperson of a standing committee but is not re-elected as a director in the succeeding annual elections may continue to serve the unexpired term as a chairperson and becomes ex-officio member of the board without voting rights. Any vacancy shall be filled by the action of the board.
Section 6 – Any vacancy in the board or officers, except the president shall be filled by the candidate garnering the next highest votes and in succession thereafter from the election results for directors of the year in which the vacancy occurs.
Article 4 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 pertain to the office of the president.
Section 2 – Immediate Past President. It shall be the duty of the immediate past president to serve as a director and to perform such other duties as may be prescribed by the president or the board.
Section 3 – President-elect. It shall be the duty of the president-elect to serve as a director and chair of the club administration committee and to perform such other duties as may be prescribed by the president or the board.
Section 4 – Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and board in the absence of the president and to perform such other duties as ordinarily pertaining to his office.
Section 5– Secretary. It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of club, board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, which shall include per capita dues for all members and prorated dues for active members who have been elected to membership in the club since the start of the July or January semiannual reporting period; report changes in membership; provide the monthly attendance report, which shall be submitted to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary.
Section 6 – Treasurer It shall be the duty of the treasurer to have custody of all funds, accounting for it to the club annually and at any other time upon demand by the board, and to perform other duties as pertains to the office of treasurer. Upon retirement 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.
Section 7 – Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for his office and such other duties as may be prescribed by the president or the board.
Article 5 Meetings
Section 1 – Annual Meetings. Annual meetings of this club shall be held no later than 31 December of each year, at which time the election of directors and officers to serve for the ensuing year shall take place.
Section 2 – The regular weekly meetings of this club shall be held on Saturdays at 12:30 PM. Due notice of any changes in, or canceling of, the regular meeting shall be given to all members of the club. All members, excepting an honorary member (or member excused by the board pursuant to the club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club.
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 on the second Thursday of the month, unless the board decides to set it on another day or week of the month. Special meetings of the board shall be called for by the president, whenever deemed necessary, or upon the request of two (2) members of the board, due notice having been given.
Article 6 Fees and Dues
Section 1 – The admission fee, the amount of which shall be approved by the board and ratified by the general membership during a regular meeting, shall be paid before a prospective member is elected in the club.
Section 2 – Annual membership dues, the amount of which shall be approved by the board and ratified by the general membership during a regular meeting, shall be payable semi-annually in the first week of July and of January with the understanding that part of each semi-annual payment shall be applied to each member’s subscription to The Rotarian Magazine or Philippine Rotary Magazine, the district governor’s fund and the annual council of legislation levy, the amount of which shall be determined by RI.
Section 3 – Any active member in good standing who has completed forty (40) years of membership in this club is exempted from paying local Rotary dues. The fees shall be shouldered by the club. The member shall however continue to pay the RI per capita dues. This privilege is only available to members who have 40 or more years membership with this club. Years spent with other Rotary clubs other than this club are not included in the computation.
(*Note: Active members who have been granted similar privilege by action of the board prior to the effectivity of these bylaws may continue to enjoy such privilege under the terms and conditions previously granted.)
Article 7 Method of Voting
The business of this club shall be transacted by viva voce* vote except the election of officers and directors, which shall be by ballot. The board may determine whether a specific resolution would be considered by ballot or by viva voce vote.
(*Note: Viva voce vote is defined as when club voting is conducted by vocal assent. )
Article 8 Avenues of Service
The Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service and New Generations Service. This club will be active in each of the Avenues of Service.
Article 9 Committees
Club committees are charged with carrying out the annual and long-range strategic goals of the club. The president-elect, president and immediate past president should work together to ensure continuity of leadership and succession planning. Except for the president-elect who will chair the committee on club administration, the appointed committee chairs will have a tenure of three (3) years to ensure consistency. Standing committees should be appointed as follows:
(1) Membership. This committee should develop and implement a comprehensive plan for recruitment and retention of members.
(2) Public Image. This committee should develop and implement plans to provide the public with information about Rotary and to promote the club’s service projects and activities.
(3) Administration. This committee should conduct activities associated with the effective operation of the club.
(4) Service Project A and Service Project B. These committees should develop and implement educational, humanitarian and vocational projects that address the needs of its community and communities in other countries.
(5) The Rotary Foundation. This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
Additional ad hoc committees may be appointed as needed.
(a) The president shall be an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.
(b) Each committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action until a report has been made and approved by the board.
(c) 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.
Article 10 Duties of Committees
Section 1 – The duties of all committees shall be established and reviewed by the president for his/her year. In declaring the duties of each, the president shall make reference to appropriate RI materials and the Avenues of Service when developing plans for the year
Section 2 – Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the president-elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals and plans for presentation to the board in advance of the commencement of the year as noted above.
Article 11 Leave of Absence
Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted, excusing a member from attending the meetings of the club for a specified length of time. Prolonged leave is discouraged and leave of absence extending for six (6) months or more may not be granted.
(*Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member’s attendance. Unless the member attends a regular meeting of some other clubs, the excused member must be recorded as absent except that the absence authorized under the provisions of the club constitution is not computed in the attendance record of the club.)
Article 12 Finances
Section 1 – Prior to the beginning of each fiscal year, the board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.
Section 2 – The treasurer shall deposit all club funds in a bank named by the board. The club funds shall be divided into two separate parts: club operations and service projects.
Section 3 – All bills shall be paid by the treasurer only upon submission of vouchers approved by the president and the officer or director requesting for the payment. A thorough audit of all club’s financial transactions by a certified public accountant or other qualified person shall be made once each year.
Section 4 – Officers having charge or control of funds shall give bond as may be required by the board for the safe custody of the funds of the club, cost of bond to be borne by the club.
Section 5 – The fiscal year of this club shall extend from 1 July to 30 June and, for the purpose of collection of members’ dues, shall be divided into two (2) semiannual periods extending from 1 July to 31 December and from 1 January to 30 June. The payment of per capita dues and RI official magazine subscription shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.
Article 13 Method of Electing Members
Section 1 – Active Members.
(1) The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, together with a brief biodata and the names, address and telephone numbers of at least two (2) reference non- Rotarian persons, through the club secretary. A transferring, or former, member of another club may be proposed to active membership by the former club. The proposal shall be kept confidential except as otherwise provided in this procedure.
(2) The board shall ensure that the proposal meets all the eligibility of the proposed member from the standpoint of classification, character, business and social standing.
(3) The board shall approve or disapprove the proposal within 30 days of its submission and shall notify the proposer, through the club secretary, of its decision.
(4) If the decision of the Board is favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his/her name and proposed classification to be published to the club.
(5) If no written objection to the proposal, stating reasons, is received by the board from any member of the club within seven (7) days following publication of the name of the prospective member, the prospective member, upon payment of the admission fee, as prescribed in these bylaws, shall be considered to be elected to membership. If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If not exceeding two (2) negative votes are cast by the members of the board in attendance, the proposed member, upon payment of the prescribed admission fee, shall be considered to be elected to membership.
(6) Following the election and prior to the induction, the president shall arrange for the new member’s briefing on Rotary information and this club’s organization and activities. This session is traditionally referred to as the “Fireside Chat” in this club.
(7) The new member shall be formally inducted and introduced as a new member at a regular meeting of the club. Following the induction, the president shall arrange for the new member’s membership card, and new member Rotary literature. In addition, the president or secretary will report the new member information to RI, and the president will assign a member to assist with the new member’s assimilation to the club as well as assign the new member to a club project or function.
Section 2 – Honorary Member. The name of the proposed candidate for honorary membership shall be submitted to the board in writing. The board shall ensure that the proposal meets all the eligibility of an honorary member as prescribed in the constitution of this club. Such proposal may be considered at any regular or special meeting of the board and proceed to ballot on the proposed member. If not to exceed two (2) negative votes are cast by the members of the board in attendance, the proposed member shall be considered duly elected.
Honorary membership is good for one (1) year and may be renewed on an annual basis at the discretion of the board.
Article 14 Resolutions
The club shall not consider any resolution or motion to commit the 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 15 Order of Business
Meeting called to order
Introduction of visiting Rotarians
Correspondence and announcements
Committee reports if any
Any unfinished business
Any new business
Address or other program features
Article 16 Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds (2/3) vote of all the 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 standard Rotary club constitution and with the constitution and bylaws of RI.