*Bylaws of the Rotary Club of London Hyde Park
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. Quorum: The minimum number of participants who must be present when a vote is taken: one-third of the club’s members for club decisions and a majority of the directors for club board decisions
5. RI: Rotary International.
6. Year: The twelve-month period that begins on 1 July.
7. ”Act” means the Corporations Act (Ontario) and any act that hereinafter may be substituted therefor, as from time to time amended.
8. “Letters patent” means the letters patent dated January 17, 2005 incorporating the Club as a non-share capital corporation under the Act as from time to time amended and supplemented by supplementary letters patent.
Article 2 Board
The governing body of this club shall be the board consisting of the president, vice-president, president-elect, secretary, treasurer, immediate past president, Youth Protection Officer and one (1) director elected in accordance with article 3, section 1 of these bylaws.
Article 3 Election of Directors and Officers
Section 1 – One month before elections, members nominate candidates for president, vice president, secretary, treasurer, and any open director positions. The nominations may be presented by a nominating committee, by members from the floor, or both.
Section 2 – The candidate who receives a majority of the votes for each office is declared elected to that office. The officers and directors, so elected, together with the immediate past president shall constitute the board. Within one week after their election, the directors-elect shall meet and elect some member of the club to act as sergeant-at-arms.
Section 3 – If any officer or board member vacates his or her position, the remaining members of the board will appoint a replacement.
Section 4 – If any officer-elect or director-elect vacates a position, the remaining members of the board-elect will appoint a replacement.
Section 5 - The terms of office for each role are:
President — one year
Vice President — one year
Treasurer — As agreed by board, reviewed annually
Secretary — As agreed by board, reviewed annually
Sergeant-at-arms — one year
Youth Protection Officer — one year
Director — one year
Section 6 - Vacation of Office: The office of a director shall be vacated upon the occurrence of any of the following events:
(i) If a receiving order is made against him or her or if he or she makes an assignment under the Bankruptcy and Insolvency Act;
(ii) If an order is made declaring him or her to be a mentally incompetent person or incapable of managing his or her affairs;
(iii) If by notice in writing to the Secretary of the Club, he or she resigns his or her office;
(iv) He or she ceases to be a member; or
(v) On death
Section 7 - Removal of Directors: The members of the club may, by resolution passed by at least two-thirds of the votes cast at a meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting elect any person in his or her stead for the remainder of his or her term.
Article 4 Duties of Officers
Section 1 – President. It shall be the duty of the president to preside at meetings of the club and the board and to perform  other duties as ordinarily pertain to the office of president.
Section 2 – President-elect. It shall be the duty of the president-elect to prepare for his or her year in office and to serve as a director and to perform such other duties as may be prescribed by the president or the board.
Section 3 – Vice-President. It shall be the duty of the vice-president to prepare for his or her year in office and to preside at meetings of the club and the board in the absence of the president and to perform other duties as ordinarily pertain to the office of vice-president.
Section 4 – Immediate Past President. It shall be the duty of the immediate Past President to attend club and board meetings and to perform other duties as prescribed by the president or the board.
Section 5 – Director. It shall be the duty of the director to attend club and board meetings and to perform other duties as prescribed by the president or the board.
Section 6 – Youth Protection Officer. It shall be the duty of the Youth Protection Officer to attend club and board meetings and to perform other duties as prescribed by the president or the board.
Section 7 – 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 made 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 8 – 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.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held during the month of December in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.
(Note: Article 8, section 2 of the Standard Rotary Club Constitution provides that “An annual meeting for the election of officers shall be held not later than 31 December...”)
Section 2 – The regular meetings of this club shall be held on the first and third Thursday (day) of the month at 7.30 am (time).
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 pursuant to the standard Rotary 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, or as otherwise provided in the standard Rotary club constitution, article 12, sections 1 and 2.
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 each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.
Section 5 – A majority of the directors shall constitute a quorum of the board.
Section 6 – If all directors consent, directors may participate in and hold a meeting by means of conference telephone or similar communications equipment which enables all persons participating in the meeting to hear and speak to each other simultaneously and instantaneously, and a director participating in such a meeting by such means shall be deemed to be present at that meeting.
Article 6 Dues
Section 1 – The membership dues shall be $240.00 per annum, payable semiannually on the first day of July and of January, with the understanding that a portion of each semiannual payment shall be applied to each member’s subscription to the RI official magazine. Meal costs will be determined annually and added to the membership dues.
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 that a specific resolution be considered by ballot rather than by viva voce vote. Members are entitled to one vote each.
(*Note: Viva voce vote is defined as when club voting is conducted by vocal assent.)
Article 8 Five Avenues of Service
The five 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 Avenues of Service.
Article 9 Committees
Club committees are charged with carrying out the annual and long-range goals of the club based on the Five 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 years to ensure consistency. The president-elect is responsible for appointing committee members to fill 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:
• Membership
This committee should develop and implement a comprehensive plan for the recruitment and retention of members.
• Club Public Relations
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.
• Club Administration
This committee should conduct activities associated with the effective operation of the club.
• Service Projects
This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.
• The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.
Additional committees may be appointed as needed.
(a) The president shall be ex officio a 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
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 RI materials. The service projects committee will consider the Avenues of Vocational Service, Community Service, and International Service when developing plans for the year.
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.
(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 club, the excused member must be recorded as absent except that absence authorized under the provisions of the Standard Rotary 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 separate parts: in respect of club operations and other charitable/service operations as determined by the board.
Section 2 – The treasurer shall deposit all club funds in a financial institution, named by the board. The club funds shall be accounted for in a manner determined by the board from time to time.
Section 3 – All bills shall be paid by the treasurer or other authorized officer only when approved by another officer or director and requested by appropriate committee member. The board must approve all bills not included in budget or over budgeted amounts.
Section 4 – A review of all financial transactions shall be made once each year by a committee of no less than 2 people, excluding the treasurer, selected by the board.
Section 5 – Officers having charge or control of club funds shall be prepared to be bonded as required and arranged by the board, cost of bond to be borne by the club.
Section 6 – The fiscal year of this club shall extend from 1 July to 30 June, and for the 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 or as authorized by the board. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.
Section 7 – All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by any two officers or directors, and in the manner, from time to time prescribed by the Board.
Article 13 Method of Electing Members
Section 1 – The name of a prospective member, proposed by an active member of the club, shall be submitted to the board in writing, through the club secretary after the prospective member has attended at least three club meetings. 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.
Section 2 – The board shall ensure that the proposal meets all the classification and membership requirements of the standard Rotary club constitution.
Section 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.
Section 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 or her name and proposed classification to be published to the club.
Section 5 – If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within seven (7) days following publication of information about the prospective member, that person, upon payment of the admission fee (if not honorary membership), 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 approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.
Section 6 – Following the election, the president shall arrange for the new member’s induction, 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 7 – The club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by 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 visitors.
Correspondence, announcements, and Rotary information.
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 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 standard Rotary club constitution and with the constitution and bylaws of RI.
Article 17 Protection of Directors and Officers
Section 1 – No director or officer of the club shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the club through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the club, or for the insufficiency or deficiency of any security in or upon which any of the monies of the club shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the club shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own willful neglect or default.
Section 2 – Every director and officer of the club or other person who has undertaken or is about to undertake any liability on behalf of the club or any company controlled by it and his or her heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the club, from and against:
(a) All costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability; and (b) All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs of the club, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
Article 18 Club Constitution
For the purposes of this By-Law, the Constitution of the Rotary Club of London Hyde Park, adopted and ratified by the Club on this date, shall be deemed to form a part of, and to be incorporated by reference into, this by-law, except where the context otherwise requires. In the event of a conflict between the provisions of this By-Law and the Constitution, the provisions of the latter shall prevail.
* NOTE: These bylaws are recommended only and may be changed by any Rotary club to meet its own conditions, provided such changes are not out of harmony with the Standard Rotary Club Constitution and with the RI constitution, RI bylaws, and the Rotary Code of Policies. If any doubt exists, the proposed changes should be submitted to the general secretary for the consideration of the Board of Directors of RI.