Documents and Forms

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BY-LAWS OF
THE ROTARY CLUB OF MIAMI BRICKELL INCORPORATED

A Florida Not-For-Profit Corporation
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ARTICLE I. Election/Appointment of Officers and Directors

Section 1.1 – Constitution of the Board of Directors. The Board of Directors of The Rotary Club Of Miami Brickell Incorporated (“Club”) shall consist of ten (10) members: the President, President-Elect, and immediate past President are ex-officio members of the Board of Directors; two (2) Directors shall be appointed by the incoming President; and five (5) Directors shall be elected.

Section 1.2 – Term and Eligibility. The Board of Directors shall serve a term of one (1) year beginning on the first (1st) day of the immediately following Rotary Year. To be eligible for appointment or election to the Board of Directors, a member must have been a member of the Club for at least one (1) year; and to be eligible to be President-Elect, a member must have served on the Board of Directors of the Club for at least one (1) term.

Section 1.3 – Nominations. At the second (2nd) regular meeting of the Club in November of each year, nominations shall be called for by the President for candidates for President-Elect and the Board of Directors for the following Rotary Year. The nominations may be presented by a Nominating Committee, if one has been created, and/or by members from the floor, as the President may determine.

Section 1.4 – Voting. The Present-Elect shall be elected as follows: eligible nominees selected as provided herein shall be placed on a ballot (paper or electronic) and voted for at the annual meeting of the Club, or via absentee ballot, and the candidate securing highest number of votes shall be declared elected as President-Elect for the next Rotary Year. The five (5) elected Directors shall be elected as follows: eligible nominees selected as provided herein shall be placed on a ballot (paper or electronic) and voted for at the annual meeting of the Club, or via absentee ballot, and the five (5) candidates securing the five (5) highest number of votes shall be declared elected as Directors for the next Rotary Year. A run-off election, as directed by the Board, shall be conducted in the event of a tie.

Section 1.5 – Vacancy. A vacancy on the Board of Directors or any office shall be filled by the President, with simple majority Board of Directors approval, to be voted on at the next meeting of the Board of Directors. A vacancy in the position of any officer-elect or director-elect shall be filled by the current President-Elect, with Board of Directors-elect approval.

ARTICLE II. Board of Directors

Section 2.1 – Governing Body. The governing body of this Club shall be the Board of Directors, elected in accordance with Article I of these by-laws.

Section 2.2 – Rules. The Board of Directors shall use the most current edition of the Roberts Rules of Order to govern all of its meetings.

Section 2.3 – Board of Directors Meetings. Regular meetings of the Board of Directors shall be held from time-to-time as called by the President. Special meetings of the Board of Directors shall be called by the President, whenever deemed necessary, notice having been given, or upon the request of three (3) members of the Board of Directors, within at least seven (7) days written notice.

Section 2.4 – Quorum of the Board of Directors. A majority of the Directors shall constitute a quorum of the Board of Directors.

Section 2.5 – Voting. Voting by the Board of Directors shall be by simple majority, oral voting of the Directors present at a meeting of the Board of Directors, whether present in person or via telephonically.

ARTICLE III. Officers

Section 3.1 – President. The President shall serve one (1) year as President-Elect immediately preceding serving as 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 of President.

Section 3.2 – President-Elect. The President-Elect shall be elected at the annual meeting of the Club in accordance with Article 1 of these by-laws. 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. The President-Elect shall prepare for his or her year in office and serve as a Director.

Section 3.3 – Secretary. The President-Elect shall also serve as Secretary of the Club. It shall be the duty of the Secretary to keep membership records; record attendance at regular Club meetings; send out notices of Club, Board of Directors, and committee meetings; record and preserve the minutes of Board of Directors meetings; provide monthly attendance reports, which shall be made to the District Governor within fifteen (15) days of the last meeting of each month; and perform such other duties as ordinarily pertain to the office of Secretary.

Section 3.4 – Treasurer. The Treasurer shall be appointed by the President. It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the Club annually and at any other time upon demand by the Board of Directors; report as required to Rotary International, 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; collect and remit Rotary International official magazine subscriptions; maintain the Club’s current roster and E-Mail addresses of all Members; and to perform such other duties as pertain to the office of Treasurer. Upon retirement from the office, the Treasurer shall turn over to the successor or to the President all funds, books of accounts, or any other Club property in the Treasurer’s possession.

Section 3.5 – Sergeant-at-Arms. A Sergeant-at-Arms shall be appointed by the President and shall serve at the will of the President. The Sergeant-at-Arms may or may not be a member of the Board of Directors, at the President’s discretion. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for this office and such other duties as may be prescribed by the President or the Board of Directors. The Sergeant-at-Arms shall be responsible for assisting with the setup and cleanup of the regular, annual, and special meetings and events of the Club, and shall enforce courteous decorum during meetings and events, including having the power to enforce fines for violations, such as members arriving late, leaving early, or ringing telephones.

ARTICLE IV. Membership Meetings

Section 4.1 – Annual Meeting. The annual meeting of this Club shall be the second (2nd) regular meeting in December of each year, at which time the election of Directors to serve for the ensuing year shall take place, and the election of the following year’s President-Elect, who shall then succeed the next President.

Section 4.2 – Regular Meetings. The regular weekly meetings of this Club shall be held on Tuesdays, alternating between morning meetings at 7:30 a.m. and happy-hour meetings at 6:00 p.m. On any fifth (5th) Tuesday, the club shall have a happy-hour meeting without a scheduled speaker. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the Club.

Section 4.3 – Quorum of the Membership. One-third (1/3) of the membership shall constitute a quorum at the annual and regular meetings of this Club.

ARTICLE V. Fees and Dues

The membership dues shall be set by the Board of Directors for each year, per annum, due semi-annually on the first (1st) day of July, and the first (1st) day of January with the understanding that a portion of the dues (as determined by Rotary International) shall be applied to each member’s subscription to THE ROTARIAN magazine, and other club costs.

ARTICLE VI. Method of Voting

The business of this Club shall be transacted by oral majority vote of the members present, except for the election of a President-Elect and the Directors which shall be elected by ballot, as set forth above in Article 1. The Board of Directors may determine that a specific resolution be considered by ballot rather than by voice vote.

ARTICLE VII. Committees

Section 7.1 – Avenues of Service. The five (5) 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 Youth Service. This Club will be active in each of the five (5) Avenues of Service.

Section 7.2 – Appointments. Club committees are charged with carrying out the annual and long-range goals of the Club based on the five (5) Avenues of Service. The President-Elect, President, and immediate past President should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three (3) years to ensure consistency. The President-Elect is responsible for appointing committee members, filling vacancies, appointing committee chairs, and conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as follows:

(1) Membership; This committee should develop and implement a comprehensive plan for the recruitment and retention of members.

(2) Club 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) Service Projects; This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of the club’s community and internationally. The service projects committee will consider the five (5) Avenues of Service when developing plans for the year.

(4) The Rotary Foundation; This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation. The Chair of the Foundation Committee shall chair all fund raising activities of the Club.

Section 7.3 – Ad Hoc Committees. Additional ad hoc committees may be appointed as needed.

Section 7.4 – President on Committees. The President shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereon.

Section 7.5 – Transacting Business. Each committee shall transact its business as is delegated to it in these by-laws and such additional business as may be referred to it by the President or the Board of Directors.

Section 7.6 – Duties. The duties of all committees shall be established and reviewed by the President for his or her year. In declaring the duties of each, the President shall reference to appropriate Rotary International materials.

Section 7.7 – Committee Mandate. 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 of Directors in advance of the commencement of the year as noted above.

Section 7.8 – Chairperson. 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 of Directors on all committee activities.

ARTICLE VIII. Finances

Section 8.1 – Proposed Budget. At the final Board of Director´s meeting each Rotary Year, a proposed budget shall be presented by the President-Elect and the Treasurer-Elect to the incoming Board of Directors for discussion and review. The budget shall be adopted by the new Board of Directors at the first meeting of the newly elected Board of Directors.

Section 8.2 – Banking. The Treasurer shall deposit all funds of the Club into a bank to be named by the Board of Directors.

Section 8.3 – Approval. All bills shall be paid only by check or debit card or using the bill pay feature in online banking, provided, however that all expenditures are approved by at least two (2) officers. Approval may be provided in any written form, including electronic. Expenses above five hundred dollars ($500) should be approved by a vote of the majority of the Board of Directors.

Section 8.4 – Fiscal Year. 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) periods extending from July 1 to December 31, and from January 1 to June 30. The payment of per capita dues and magazine subscriptions to Rotary International shall be made within a week after July 1st and January 1st of each year on the basis of the membership of the club on those dates.

ARTICLE IX. Membership

Section 9.1 – Active Members. Any member in good standing may propose a new member. The steps to be followed are as follows:

(1) Invite the prospective new member to a Club meeting.

(2) At the conclusion of his/her third (3rd) Club meeting ask the prospect if he/she is interested in joining Rotary.

(3) If so, have the prospect fill out a Membership Proposal Form, and deliver it to the Club President.

(4) The Membership Chair and the President shall, separately or together, each meet with the prospective member to discuss the goals and responsibilities of becoming a Rotarian.

(5) The President-Elect / Secretary shall thereafter send an e-mail to all Club members, notifying them of the prospective member´s application. The form of the Notice shall be substantively as follows:
______________________________________________________________________________

Dear Rotarians:

Rotarian Jim Smith has proposed Ms. Janet Jones for membership in our Club.

Her information is as follows:

Name: Janet A. Jones
Occupation: Business Professional
Address: 1234. Main Street
Miami, FL 33131

Any Rotarian objecting to Ms. Jones being inducted as a member of our Club, must notify me by e-mail within three (3) days of the date this e-mail was sent.
______________________________________________________________________________

(6) If no objections are submitted to the President-Elect / Secretary, and upon receipt of the required fees and dues, the prospective member shall be inducted as a member at a subsequent Club meeting as soon as practicable.

Section 9.2 – Senior Active Members. Any member who meets the requirements as established from time to time by Rotary International may elect to be a Senior Active member.

Section 9.3 – Honorary Members. The Board of Directors may name Honorary members to the Club. Each honorary member´s term shall be for one (1) year and must be renewed each year by the new Board of Directors at their first (1st) meeting of the year.

Section 9.4 – Removal of Members. For good cause shown, the Board of Directors shall convene a Special Meeting of the Board of Directors, to vote on the removal of any member from the Club, at which meeting the member may be present and given an opportunity to present their defense. Thereafter the Board of Directors shall vote by secret ballot, and a supermajority of Sixty-Six Percent (66%) of the voting Board of Directors shall be sufficient to remove a club member. The Board of Directors may, without further cause or notice and via a simple majority vote, remove any member whose semi-annual membership dues payment is more than sixty days past due.

Section 9.5 – Leave of Absence. 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.

ARTICLE X. Order of Business of Weekly Meetings:

(1) Call to order
(2) Pledge of Allegiance
(3) Introduction of visiting Rotarians
(4) Introduction of guests
(5) Happy Dollars
(6) Chairperson Reports
(7) Announcements and Upcoming Events
(8) Introduction of Guest Speaker
(9) Presentation by Guest Speaker
(10) Adjournment

ARTICLE XI. Order of Business of Board of Directors Meetings:

(1) Call to order
(2) Review and Approve previous Board of Directors Meeting Minutes
(3) President-Elect / Secretary’s report
(4) Treasurer’s report
(5) Committee reports
(6) Old business
(7) New business
(8) Adjourn Board of Directors Meeting

ARTICLE XII. Amendments

These by-laws may be amended by a two-thirds (2/3) vote of all Directors. No amendment or addition to these by-laws can be made which is not in harmony with the Club constitution and with the constitution and by-laws of Rotary International.

ARTICLE XIII. Club Roster and Membership Information

The Club roster and membership information (including e-mail information) is provided to the membership for the sole purpose of convenience for the membership to be able to contact one-another for personal use or Rotary Club related use only. The use of the Club roster and membership information by any member for business use or mass communications is strictly prohibited. The use of the Club roster and membership information for any use by honorary members and non-members is prohibited and is protected. The sale (including open distribution) of the Club roster and membership information is strictly prohibited.

ARTICLE XIV. Gender

The gender used herein shall be masculine or feminine, whichever is appropriate.

ARTICLE XV. Notice

Any notice that is required to be given to the Club members or the Board of Directors may be delivered by E-Mail to the most currently provided E-Mail address of the members and the Board of Directors.

ARTICLE XVI. Florida Law

These by-laws shall be construed in accordance with Florida law and shall be subject to the Florida Statutes, as amended from time to time. These by-laws shall not be construed to restrict or limit any right or power given to the members or directors by the Florida Statutes, unless the restriction is expressly stated here. The omission from these by-laws of any right or power given by the Florida Statutes to the members or directors shall not be construed to be a restriction or limitation of the right or power.

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