By-Laws
ARTICLE I - NAME
Section 1.1.
The name of this Rotarian Action Group shall be:
ROTARIAN ACTION GROUP FOR
THE ALLEVIATION OF HUNGER
AND MALNUTRITION.
Section 1.2.
The office of the action group shall be located at
C/O Charles Cotten, Agent
4015 Boulder Avenue,
Odessa, Texas
70762
. The email address of the action group shall be
www.alleviatehunger.org.
ARTICLE II - PURPOSE
Section 2.1.
The purpose of this
action group
shall be...
To provide nutritious food to the hungry and malnourished by creating
and supporting Rotary projects and programs that will enhance and
sustain local food security to achieve our goal of self-reliant families
and communities.
This action group shall operate in compliance with the requirements for
recognition of Rotarian Action Groups as set forth from time to time by
Rotary International (RI), but it shall not be an agency of, or
controlled by, Rotary International.
ARTICLE III - MEMBERS
Section 3.1.
Membership in the action group shall be open to all active members of
Rotary Clubs (Rotarians) in good standing, spouses of Rotarians, and
members of Rotaract Clubs (Rotaractors).
The action group shall assume no liability for services rendered
by its members.
Section 3.2.
Membership shall be on
annual or lifetime membership basis.
Annual memberships shall expire on 30 June of each year unless renewed.
A Certificate of Membership shall be issued to each member of the
action group as directed by the Board of Directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1.
The governing body of the action group shall be the Board of Directors.
The number of Directors shall be determined by the Board of Directors
and shall be increased or decreased in a manner approved by the Board of
Directors, but in no event shall there be fewer than three Directors.
At least one member of the Board of Directors shall be a past district
governor of RI. All
directors shall be active Rotarians.
Section 4.2.
A simple majority of the Board of Directors shall constitute a quorum
for the transaction of business at a meeting of the Board of Directors.
Attendance by
conference call or via Internet shall be considered
the same as attendance in person to the extent permitted by law.
Section 4.3.
Directors shall serve until their successors are chosen and qualified.
Section 4.4.
Terms for Directors shall be either two or three years as determined by
the Board, except that the terms of the members of the initial Board of
Directors shall be set to allow the terms to be on a staggered
scheduled. For terms of two years, one half of the Board of Directors
shall be elected each year; and for terms of three years, one third of
the Board of Directors shall be elected each year, in order to promote
continuity. No Director
shall serve for more than two consecutive terms. Terms shall commence on
July 1 of the calendar year elected.
ARTICLE V - ELECTION OF DIRECTORS AND OFFICERS
Section 5.1. A
Nominating Committee shall be appointed by the Board of Directors and so
indicated in a notice to the members.
Notice sent by mail or transmitted via email or Internet to the last
known address of the members shall be considered good and sufficient
notice to the extent permitted by law.
The Nominating Committee shall receive nominations for the Board
of Director’s positions until a specified deadline, whereupon
nominations shall be closed. The Nominating Committee may also offer its
own nominees for election. All nominees must have indicated their
willingness to serve by a specified deadline to be considered valid
nominees for election.
Section
5.2.
The names of the nominees for Director shall be mailed
to the members in good standing at least 30 days prior to the annual
meeting. Such
mailing shall include a ballot for election.
Ballots
sent by mail or transmitted via email or Internet
to the last known address of the members shall be considered a valid
mailing. Ballots shall indicate that they must be returned to the
Nominating Committee seven days prior to the annual meeting.
Section
5.3.
The Nominating Committee shall tally
the votes cast and announce the newly elected Directors (Board of
Directors-elect).
Section
5.4.
Following the annual meeting of the members,
the Board of Directors-elect shall meet and elect from its members the
officers of the action group, including the following Officers, who
shall take office on the first day of July following their election:
A President,
Vice-President, a Secretary, and a Treasurer.
At least one of the action group’s
Officers shall be a past district governor. All Officers and Directors
shall be Rotarians.
Section
5.5.
A vacancy in the Board of Directors, or any office,
shall be filled by action of the Board of Directors. A vacancy in the
position of an Officer-elect, or Board of Directors-elect, shall be
filled by action
of the members of the Board of Directors-elect.
Section
5.6.
A Director or Officer may be removed from office by a two-thirds vote of
the Board of Directors, or, by a two-thirds vote of the membership.
ARTICLE VI - OFFICERS
Section 6.1.
The Officers of the action group shall include a President,
Vice-president, Secretary and Treasurer, and other such officers as may
be deemed necessary by the Board of Directors. The terms of Officers
shall be one year and shall coincide with the Rotary year.
The Board shall establish an “executive committee,” composed of
the President, Vice-President, and at least two other members of the
Board to act on behalf of the Board when necessary and convenient to do
so.
Section 6.2.
The Officers shall
perform the duties and functions usually attached
to the
title of their respective offices, together with
those fixed by law, and such other duties as may from time to time be
prescribed by the Board of Directors.
ARTICLE VII - MEETINGS
Section 7.1.
An annual meeting of the members may take place at the RI Convention
each year at which time the installation of Officers and other business
shall take place. The exact date, time, and location of the
annual meeting of the members shall be announced
to the members at least 60 days prior to the meeting, and such date,
time and location shall be set by the Board of Directors.
Section
7.2.
The annual meeting of the Board of Directors shall take place
immediately subsequent to the annual meeting of the members and shall be
open to any member.
Section
7.3. Special
meetings of the Board of Directors may be called at any time by the
President, by any three members of the Board of Directors, or by
one-third of the membership.
Section
7.4.
Any action required or permitted to be taken by the Board of Directors
under any provision of law, or otherwise, may be taken without a meeting
if all of the members of the Board shall individually or collectively
consent in writing to such action.
ARTICLE VIII - FISCAL MATTERS
Section
8.1.
The fiscal year (Rotary year) of the action group shall be 1 July
through 30 June following.
Section
8.2.
The action group’s dues shall be set by the Board of Directors and shall
be due on 1 July of each year.
The action group’s dues shall be of a reasonable amount and limited to
that necessary to cover administrative costs.
Section
8.3.
Binding contracts shall be signed by any two of the
President, Vice-President, and the Secretary.
Section
8.4.
Funds shall be deposited in a financial institution
approved by the Board of Directors.
Section
8.5.
Unless otherwise ordered by the Board of Directors,
disbursements of the action group’s funds shall be by check, signed by
the Treasurer or the President for amounts not exceeding US$1500.00,
and shall be signed by both the Treasurer and the President for
disbursements of US $1500.00
or more.
ARTICLE IX - COMPLIANCE WITH REQUIREMENTS FOR RECOGNITION BY ROTARY
INTERNATIONAL
Section
9.1.
The action group shall comply with the requirements for recognition of
Rotarian Action Groups, as set forth from time to time by RI, including,
but not limited to:
1)
Publishing a newsletter (which may be distributed solely by
electronic means) for members at least once during each Rotary year, and
file the newsletter and other important communications and documents
with the general secretary of RI.
2) Holding an annual
forum by way of a newsletter, annual meeting, or other activity
appropriate to the action group, through which members can interact.
3) Responding to
inquiries from members, potential members, and the general secretary of
RI.
4) Submitting an annual report of activities, including a
summary of service projects completed, cost of membership dues and a
financial statement showing revenues and expenditures during the
previous Rotary year, and a statement of funds on hand at the time of
the report, to its members with a copy to the general secretary of RI by
1 October in each year.
5) Providing an annual
financial statement and report, that has been independently reviewed by
a qualified accountant, to the members, and supply a copy to the general
secretary of RI by 1 October in each year, if its annual gross receipts
or expenditures amount to more than US$25,000 or equivalent.
6) Submitting a copy of
any grant applications for funds in excess of US$25,000 or memoranda of
agreements or partnerships with third parties to the general secretary
of RI.
7) Maintaining minimum
membership requirements for Rotarian Action Groups as may be set forth
by RI.
8) Regularly
undertaking service projects that fulfill the purposes of the action
group, as set forth in Article 2.1 above.
The
action group understands and accepts that recognition of the existence
of the group by RI in no way implies legal,
financial or other obligation or responsibility
on the part of RI, or any RI district or Rotary club. The action group,
and its members, directors and officers shall not act on behalf of RI,
or represent or imply that they have authority to act on behalf of RI
and agree to comply with RI policies on the use of the Rotary Marks by
Rotary Entities, as set forth by RI from time to time.
ARTICLE X - AMENDMENTS
Section
10.1. These
bylaws may be amended at any duly called regular or special meeting of
the Board
of Directors by a two-thirds majority vote of the
Board of Directors.
Written notice of such proposed amendment(s) shall be given to the Board
of Directors and to the membership
at least thirty days prior to the meeting.
Such meeting shall be
open to any member then in good standing.
Section
10.2.
These bylaws may also be amended at any duly called regular or special
meeting of the members of the action group by a majority vote of all
members. Written notice of such proposed amendment(s) shall be given to
the Board and to the membership at least thirty days prior to such
meeting. Such meeting shall be open to any
member then in good standing.
Section
10.3.
Notwithstanding the above provisions, these bylaws may not be
amended so that they conflict or are in any manner inconsistent with the
standard bylaws for Rotarian Action Groups as promulgated by RI from
time to time.
Dated
October 23, 2007