Club By-Laws as amended April 29, 2009

                    Bylaws of the Rotary Club of Halifax Northwest

Adopted as amended September 24, 2008 - Including Corporate Membership, April 29, 2009

Article I   Definitions 

1. Club:  Rotary Club of Halifax Northwest
2. Board:   The Board of Directors of the club. 
3. Officers:  The President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms. 
4. Director:  A member of the club's Board of Directors. 
5. Member:  A member, other than an honorary member, of the club. 
6. 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 10 members of this Club, namely, the President, Vice-President (who shall normally be the President-elect), Secretary, Treasurer, Sergeant-at-Arms and four Directors, all elected in accordance with Article 3, Section 1 of these bylaws, and the immediate Past President.
 
Article 3   Election of Officers and Directors 
 
Section 1 – At a regular meeting one month prior to the meeting for election of the new Board, the presiding officer shall ask for nominations by members of the Club for President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms and  4 directors. The nominations may be presented by a nominating committee or by members from the floor, or by both as the Club may determine. If it is determined to use a nominating committee, such committee shall be appointed as the Club may determine. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. The candidates for President, Vice-President, Secretary, Treasurer, and Sergeant-at-Arms receiving a majority of the votes shall be declared elected to their respective offices. The candidates for Director receiving a majority of the votes shall be declared elected as Directors. 
Section 2 – The Officers and Directors, so elected, together with the immediate Past President shall constitute the Board.  
Section 3 – A vacancy in the Board or any office shall be filled by action of the remaining Officers and Directors. 
Section 4 – A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining Officers-elect and Directors-elect.
 
Article 4   Duties of Officers
 
Section 1 – President. It shall be the duty of the President to preside at meetings of the Board and at meetings of the Club, unless delegated, and to perform such other duties as ordinarily pertain to the office of President. 
Section 2 – Vice-President. It shall be the duty of the Vice-President to preside at meetings of the Club and the Board in the absence of the President and to perform such other duties as ordinarily pertain to the office of Vice-President. The Vice–President shall normally be the President-Elect.
Section 3 – Secretary. It shall be the duty of the Secretary to ensure that the following are done: 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 such other duties as usually pertain to the office of Secretary. 
 Section 4 – Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for them 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 5 – Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be those that are usually prescribed for such office and such other duties as may be prescribed by the President or the Board.
 
Article 5   Meetings

Section 1 – Annual Meeting. An annual meeting of this Club shall be held on the second Wednesday of December in each year, at which time the election of Officers and Directors to serve for the ensuing year shall take place. In addition no fewer than 4 club business meetings – “Assemblies” shall be held per year.
Section 2 – The regular weekly meetings of this Club shall be held on Wednesday at 12:15pm.
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 9, Sections 1 and 2.  “Special meetings” may be called upon request from a quorum of the club.
Section 3 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this Club.  In the absence of a quorum and provided that two-thirds of the Board is present, the meeting may act upon all items on the agenda with the exception of:
(a)  a motion to amend the quantum of membership dues,
(b)  a motion to approve a regular or general assessment of the membership.
Section 4 – Regular meetings of the Board shall normally be held on the first Wednesday of each month. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two Directors, due notice having been given.
Section 5 – A majority of the Officers and Directors shall constitute a quorum of the Board.
 
Article 6   Fees and Dues
 
Section 1 – The payment of an admission fee shall be at the discretion of the club membership. If an admission fee is charged it shall be an amount recommended from time to time by the Board of Directors and approved by a vote of the club membership of which a majority of two thirds of those in attendance must vote in favour of the recommendation. The fee shall be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, Article 11.
Section 2 – The membership dues shall be an amount recommended from time to time by the Board of Directors and approved by a vote of the club membership of which a majority of two thirds of those in attendance must vote in favour of the recommendation. The dues shall be payable either in full on the first day of July or in equal installments 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.
 
Article 7   Method of Voting

The business of this Club shall normally be transacted by viva voce vote except the election of Officers and Directors, which, unless elected by acclamation, shall be by ballot.  The Board may determine that a specific resolution be considered by ballot rather than by viva voce vote.
 
Article 8   Four Avenues of Service
 
The four Avenues of Service are the philosophical and practical framework for the work of this Rotary Club. They are Club Service, Vocational Service, Community Service, and International Service. This Club will be active in each of the four 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 four 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.  The chair shall normally have had previous experience as a member of the committee. Standing committees should be appointed as follows:  

Membership 
This committee will develop and implement a comprehensive plan for the recruitment, retention, development and recognition of members.   

Club Administration
This committee will plan and conduct activities associated with the effective operation of the club. It should also develop and implement plans to provide the public with information about Rotary and to promote the Club’s service projects and activities

Community and Vocational Service 
This committee will develop and implement educational, humanitarian, and vocational projects that address the needs of the local community. 

International Service
This committee will develop and implement educational, humanitarian and vocational projects that address the needs of communities in other countries. It will also 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 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 make reference as necessary to appropriate RI materials.
 
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.

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 or other authorized officer only when approved by two other Officers or Directors.
Section 4 – A thorough review of all financial transactions by a qualified person shall be made once each year.
Section 5 – Officers having charge or control of club funds shall give bond as required by the Board for the safe custody of the funds of the club, 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 may 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 subscriptions shall be made on 1 July, and, if applicable, 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 – 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. 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. 
Section 8 – The Club may elect a corporation to membership in the Halifax Northwest Rotary Club following the process set out in Sections 1 to 6 of this Article, so long as the following requirements are met:

a) Approval – any corporation approved by the membership committee and the Board may become a Corporate Member (CM) of the Halifax Northwest Rotary Club.  The admission of the CM would follow the same process as that of an individual -  proposal by a member, selection of classification, posting the name in the club Newsletter; final approval by the Board.
b) Designates – a corporation which becomes a CM must appoint two persons to be its’ designates, one of whom must be a member of the corporation’s senior executive group; the second may be any person employed full time by the company.  These designated members shall require the approval of the membership committee and the Board of the Club.
c) Attendance – the attendance of the CM shall be the aggregate of its   two designates, except that if both attend the same meeting, it will count as one attendance only.
d) Classification – the CM is admitted under their specific assigned classification as indicated by their major business but its’ designates will retain their own individual classification.
e) Registration with RI – both CM designates shall be registered as individual members of the Halifax Northwest Rotary Club, under their individual classifications, and listed as such in our Club roster.  They will have all of the rights, privileges and responsibilities as individual members of our club. Their club roster listing and name badge shall carry the “Corporate Member” identification.
f) Conversion – any individual member of the Halifax Northwest Rotary Club may convert his or her membership to a CM by completing the CM application form and naming the second corporate member.
g) Annual dues – dues for the corporate membership shall be the equivalent of 180% of a single membership.”  

 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 – regular weekly meetings

The order of business for regular weekly meetings shall normally be as follows:

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.
Adjournment.

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 or transmitted electronically 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 Rotary International

Article 17  Order of Business

The rules contained in the current edition of  “ Robert’s Rules of Order”  newly revised shall govern the Rotary Club of Halifax Northwest in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Rotary Club of Halifax Northwest may adopt.