BYLAWS OF

THE ROTARY CLUB, CHEYENNE, WYOMING

(As Amended and Adopted November 16, 2005)

ARTICLE I

ELECTION OF DIRECTORS AND OFFICERS

Section 1.   In October each year, the President, or presiding officer, shall name a nominating committee composed of past presidents to nominate directors of the club to serve for the term of three years, beginning at the first regular meeting in July, and to nominate officers of the club to serve for the ensuing year.  Two (2) directors shall be elected each year.  In addition, each year there shall be elected a President, Vice-President, a Secretary and a Treasurer.

            Such nominating committee shall report its nominations at the second regular meeting of the club in November, for the following offices: President, Vice President, Directors (2 nominees), a Secretary and a Treasurer.

            At the first regular meeting in December, the President will announce as the order of business the election of Directors and Officers for the year beginning at the first regular meeting in July following, and shall again read the report of the nominating committee; whereupon, the President, or presiding officer, shall also call for further nominations from the floor.  The election shall be by voice vote, and the Directors and Officers receiving the majority of the votes cast shall thereupon be declared elected as such Directors and Officers.

Section 2.  A vacancy in the Board of Directors or any office shall be filled by action of the Board.

ARTICLE II

BOARD OF DIRECTORS

Section 1.  The Directors so elected, together with the President, immediate past President and Vice President, Secretary and Treasurer so elected, shall constitute the Board of Directors, and shall meet and be installed at the last regular meeting of the club in June, being the day of the annual meeting; and shall thereupon assume the duties of their respective offices; and shall constitute the governing body of this club.

Section 2.  In any case in which the members shall have elected a President or Vice President whose term as President or Vice President shall coincide with one of the years of the three-year term to which previously elected as a Director, such President or Vice President shall, at the time of assuming office as President or Vice President, vacate the office of Director, one additional director shall be selected by the Board of Directors to fill the unexpired term thus vacated.

ARTICLE III

DUTIES OF OFFICERS

Section 1.  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 this office.

Section 2.  Vice President.  It shall be the duty of the Vice President to preside at meetings of the Club and Board of Directors in the absence of the President and to perform such other duties as ordinarily pertain to this office.

Section 3.  Secretary.  It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, sent out notices of meetings of the Club and Board, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the semi-annual reports of membership, which shall be made to the Secretary of Rotary International, the monthly report of attendance at the Club meetings, which shall be made to the District Governor immediately following the last meeting of the month, and perform such other duties as usually pertain to this office.

Section 4.  Treasurer.  It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the Club at its annual meeting and at any other time upon demand by the Board of Directors and to perform such other duties as pertain to this office.  Upon retirement from office, all funds, books or accounts, or any other Club property in the Treasurer’s possession, shall be turned over the incoming Treasurer or to the President.

ARTICLE IV

MEETINGS

Section 1.  Annual meeting.  The annual meeting of the Club shall be held on the last Wednesday in June of each year, at which time the installation of Officers and Directors to serve for the ensuing year shall take place.

Section 2.  The regular weekly meetings of this Club shall be held as follows: Each Wednesday at 12:00 p.m.

Section 3.  If a regular meeting falls on a legal holiday or in case of the death of the Club President, or of an epidemic or of a disaster affecting the whole community, the Board may cancel such regular meeting.  The Board of Directors of this Club, at its discretion may cancel not more than two regular meetings in any one Rotary year for causes not otherwise specific herein, provided always that the Club shall not fail to meet for more than two consecutive meetings.

Section 4.  One-third of the membership shall constitute a quorum at the annual and regular meetings of this Club.

Section 5.  Regular meetings of the Board of Directors shall be held at such regular times as the Board may from time to time agree upon.

Section 6.  A majority of the Board members shall constitute a quorum of the Board of Directors.

ARTICLE V

DUES AND FEES

Section 1.  The membership dues shall be determined by the Board of Directors and shall be payable quarterly.

Section 2.  Members that are two quarters or more in arrears with dues shall be notified by the Treasurer by mail that failure to pay in full within 30 days from the date of the letter shall result in automatic termination of membership.  Hardship situations may be brought before the Board of Directors for consideration. 

Section 3.  New members shall pay an admission fee as set by the Board of Directors.  Transferring or former members will not be charged an admission fee.

ARTICLE VI

METHOD OF VOTING

Section 1.  The business of this organization shall be transacted by voice vote.

ARTICLE VII

DIRECTORS

Section 1.  The President shall appoint Directors as deemed necessary for the functions of the Club.

            Club Service (A) Director

            Club Service (B) Director

            Club Service (C) Director

            Community Service Director

            Vocational Service Director

            International Service Director

The President shall be ex-officio member of all committees and, as such, shall have all the privileges of membership thereon.

Section 2.  Each Director 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 of Directors.

ARTICLE VIII

LEAVE OF ABSENCE

Section 1.  Upon notification 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.  Leaves of absence refer only to attendance, not to the payment of dues; dues payment is not waived with leave of absence.

ARTICLE IX

FINANCES

Section 1.  The Treasurer shall deposit all funds of the Club in a local bank to be named by the Board of Directors.

Section 2.  All bills shall be paid only by checks signed by the Treasurer upon receipt of proof of encumbrance, provided such bills are payable within budgeted funds.  Any other bill, prior to payment, shall require the approval of the Board of Directors.

Section 3.  Officers having charge or control of funds may be required by the Board of Directors to obtain a bond in order to insure the safe custody of the funds of the Club.  The cost of any bond shall be paid by the Club.

Section 4.  The fiscal year of this Club shall extend from July 1 to June 30, and for the collection of members’ dues shall be divided into four quarterly periods extending from July 1 to September 30, October 1 to December 31, January 1 to March 31 and April 1 to June 30.  The payment of per capita tax and magazine subscriptions to Rotary International shall be made in accordance with requirements established by Rotary International.

Section 5.  At the beginning of each fiscal year, the President and Treasurer 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.

Section 6.  Expenses of the President, Vice President, Secretary or Treasurer may be paid from the Club treasury for attendance at any district conference or assembly.

1. business address
2. residence address
3. whether proposed member has been a Rotarian in the past
4. name of employer
5. position with employer
6. principal activity of employer
7. proposed member’s principal or recognized activity, if independently engaged in profession
8. proposed member’s activities which would enhance consideration as a Rotarian
9. date proposal card is returned to Secretary
10. signature of proposer

            C.  After the Secretary has received the proposal card, it is the Secretary’s responsibility to process the proposal card through the Classification subcommittee of the Membership Committee, recording the process of the proposal card by indicating appropriate date of each action.

            D. After the proposal card is returned to the Secretary by the Classification subcommittee and they have indicated their action, the Secretary will refer the proposal card to the Board of Directors.

            E.  The Board of Directors shall then review the action of the Classification subcommittee and sustain or reject their decision or refer it back to the Committee for further consideration and action.

            If the Committee has reported adversely upon the name of the newly proposed member and the Board of Directors has sustained the action, the proposer shall be notified by the Secretary.  If the Committee has reported favorably upon the name of the proposed member and the Board of Directors has sustained the action, the Secretary shall notify the proposer.

            F.  After the Secretary has notified the proposer of the Board of Directors’ action, the proposer should contact the proposed member and inform the proposed member of privileges and responsibilities of Rotary Club membership.  It should be explained that proposed member’s name will be submitted to the Club and if no objections are received by the Board of Directors within ten days following the publication of the proposed member’s name, then the individual is to be considered elected to membership.

            G.  The Secretary shall publish the name of the proposed candidate, the firm represented and the classification under which he is proposed for membership.

            H.  A ten-day comment period shall then be allowed during which any member may comment to the election of the proposed member.  The commenting member shall notify the Board in writing, stating reasons for the comment.

             I.  If no objection is received in such period, the proposed member shall be considered duly elected.

             If any objections have been filed, the Board shall consider the same at any regular or special meeting of the Board and proceed to vote on the proposed member.  If not more than one negative vote is cast by the members of the Board in attendance at this regular or special meeting, the proposed member shall be considered duly elected.

             J.  The Secretary shall then notify the proposer and the newly elected member of his election.  The Secretary shall then arrange a date at which time the new member may be introduced to the Club.

             K.  After introduction to the Club, the Secretary shall report the new member to Rotary International and to the Club Treasurer so that appropriate forms may be completed.

             L.  In the event that the proposed member is rejected, the proposer shall be so notified by the Secretary.

Section 2.   Honorary Members.

            Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideal may be elected to honorary membership in this club.  The name of a proposed candidate for honorary membership shall be submitted to the Board of Directors in writing and the election shall be in the same form and manner as prescribed for the election of an active member, provided, however, that such proposal may be that the Board may at its discretion waive any of the steps as set forth in Section 1 of this Article and proceed to ballot on the proposed member.  If no more than one negative vote is cast by the members of the Board in attendance at the regular or special meeting, the proposed member shall be considered duly elected.  Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this Club.  Honorary members shall pay the cost of the meal for all meetings they attend.  Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club.  No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 3.        Re-election and Transferring of Former Member.

            The application of a transferring or former member whose membership was terminated voluntarily by the member, shall be considered promptly by the Board and in advance of any other application or proposal under the same classification or another classification.  At its discretion, the Board may refer the application to the Classification and Membership Committees and the Board may provide for a ten-day period during which any member objecting to the election of the proposed member shall notify the Board in writing stating reasons for his objection.  If no more than one negative vote is case by members of the Board in attendance at any regular or special meeting, the former member shall be considered duly elected to active membership and shall be so notified by the Secretary.  In the event the application is rejected, the applicant shall be so notified by the Secretary.

Section 4.        Duration of Membership.

            A.        Period.  Membership shall continue during the existence of this club unless terminated as hereinafter provided.

            B.        Automatic Termination.

                        (1)        Membership Qualifications.  Membership shall automatically terminate when a member no longer meets the membership qualifications, except that

                                    (a) the Board may grant a member moving from the locality of this club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member is still active in the same classification and continues to meet all other conditions of club membership;

                                    (b) the Board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member remains active in the same classification and continues to meet all other conditions of club membership; and

                                    (c) a member whose classification is lost without fault of the member may retain such classification and be granted a special leave of absence not to exceed one (1) year to enable the member to obtain new employment in the current or a new classification.   Such member must continue to meet all other conditions of club membership.  Termination of membership would take effect only at the end of the period of leave granted to the member.

            2.         How to Rejoin.  When the membership of a member has terminated as provided in subsection A of this section, such person may make new application for membership, under the same or another classification.  A second admission fee shall not be required.

            3.         Termination of Honorary Membership.  Honorary membership shall automatically terminate at the end of the term for such membership as determined by the Board.  However, the Board may extend an honorary membership for an additional period.  The Board may revoke an honorary membership at any time.

            C.        Termination -- Other Causes.

                        1. Good Cause.  The Board may terminate the membership of any member who ceases to have the qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the Board members, at a meeting called for that purpose.

                        2. Notice.  Prior to taking any action under subsection (1) of this section, the member shall be given at least ten (10) days’ written notice of such pending action and an opportunity to submit a written answer to the Board.  The member shall have the right to appear before the Board to state the member’s case.  Notice shall be by personal delivery or registered letter to the member’s last known address.

            D.        Board Action Final.  Board action shall be final.

            E.         Resignation.  The resignation of any member from this club shall be in writing, addressed to the president or secretary.  The resignation shall be accepted by the Board if the member has no indebtedness to this Club.

            F.         Forfeiture of Property Interest.  Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club.

ARTICLE XI

RESOLUTION AND SUBSCRIPTION

Section 1.  No resolution or motion to commit this Club on any matter shall be considered by the Club until it has been considered by the Board of Directors.  Such resolutions or motions, if offered at a Club meeting, shall be referred, without discussion, to the Board, which after having given consideration to the matter, shall decide the issue.

ARTICLE XII

GENDER REFERENCES

Section 1.  Any references to “he” or “him” throughout these bylaws is for convenience only as “she” or “her” are equally appropriate in reference to any office or duty described in these bylaws.

ARTICLE XIII

AMENDMENTS

Section 1.  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 provided for each member at least ten 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 Rotary International.