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THE ROTARY CLUB OF MALENY INC

THE CONSTITUTION

Approved by the Club Members at a Special General Meeting of the Club held on 10 March 2008

Registered by the Office of Fair Trading on 12 May 2008

_______________________________________________
Constitution of the Rotary Club of
Maleny Inc.
__________________________________________________
Article 1 NAME
The name of this Organisation shall be Rotary Club of:-
Maleny Inc.
Rotary District 9600
(Member of Rotary International ("RI"))

Article 2 LOCALITY OF THE CLUB
The locality of this Club is as follows:-
Maleny District

Article 3 DEFINITIONS
As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meaning:
"the Act" The Queensland Associations Incorporations Act , 1981(Act)
"Club" The Rotary Club of Maleny Inc
"Board" The Board of Directors of this club referred to in the Act as the "management committee".
"Constitution" This Constitution, referred to in the Act as "the Rules".
"By-Laws" The By-Laws of this club as recommended by Rotary International.
"Director" A member of the club’s Board of Directors.
"Member" A member, other than an honorary member, of this club.
"RI" Rotary International.
"Year" The twelve month period which begins on 1 July.

Article 4 OBJECT
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:
First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian’s personal, business and community life;
Fourth. The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.

Article 5 FOUR AVENUES OF SERVICE
Rotary’s Four Avenues of Service are the philosophical and practical framework for the work of this Rotary club.
1. Club Service, the first Avenue of Service, involves action a member should take within this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting high ethical standards in business and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary’s principles.
3. Community Service, the third Avenue of Service, comprises the varied efforts that members make, sometimes in conjunction with others, to improve the quality of life of those who live within this club’s locality or municipality.
4. International Service, the fourth Avenue of Service, comprises those activities that members do to advance international understanding, goodwill, and peace by fostering acquaintance with people of other countries, their cultures, customs, accomplishments, and problems, through reading and correspondence and through cooperation in all club activities and projects designed to help people in other lands.

Article 6 MEETINGS

Section 1 Regular Meetings
(a) Day and Time. This Club shall hold a regular meeting once each week on the day and at the time provided in its By-Laws.
(b) Change of Meetings. For good cause, the Board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place.
(c) Cancellation. The Board may cancel a regular meeting if it falls on a legal holiday or in case of the death of a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict which endangers the lives of the club members. The Board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this Club should not fail to meet for more than three consecutive meetings.

Section 2 Annual Meeting. An annual meeting for the election of Officers of this Club shall be held not later than 31 December as provided in the By-Laws.

Article 7 MEMBERSHIP

Section 1 General Qualifications. This Club shall be composed of adult persons of good character and good business, professional and/or community reputation.

Section 2 Kinds. This Club shall have two kinds of membership, namely active and honorary.

Section 3 Active Membership. A person possessing the qualifications set forth in article 5, section 2 of the RI constitution may be elected to active membership of this club.

Section 4 Transferring or Former Rotarians. A member may propose to active membership a transferring member or former member of a club, if the proposed member is terminating or has terminated such membership in the former club due to no longer being engaged in the formerly assigned classification of business or profession within the locality of the former club or the surrounding area. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the classification limits.

Section 5 Dual Membership. No person shall simultaneously hold active, membership in this and another Club. No person shall simultaneously be a member and an honorary member of this Club. No member shall simultaneously hold active membership in this Club and membership in a Rotaract club.

Section 6 Honorary Membership.
(a) Eligibility for Honorary Membership. Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of Rotary’s causes may be elected to honorary membership in this Club. The term of such membership shall be as determined by the Board. Persons may hold honorary membership in more than one club

(b) Rights and Privileges. 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. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy other privileges of the Club. No honorary member of this Club is entitled to any rights or privileges in any other Club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 7 Holders of Public Office. Persons elected or appointed to public office for a specified time only shall not be eligible to active membership in this Club under the classification of such office. This restriction shall not apply to persons holding a position or office in schools, colleges, or other institutions of learning or to persons who are elected or appointed to the judiciary. Members who are elected or appointed to public office for a specified period may continue as such members in their existing classification during the period in which they hold such office.

Section 8 Rotary International Employment. This Club may retain in its membership any member employed by RI.

Article 8 CLASSIFICATIONS

Section 1 General Provisions.
(a) Principal Activity. Each active member of this Club shall be classified in accordance with the member’s business, profession or type of community service. The classification shall be that which describes the principal and recognized activity of the firm, company, or institution with which the member is connected or that which describes the member’s principal and recognized business or professional activity or that which describes the nature of the member’s community service activity.
(b) Correction or Adjustment. If the circumstances warrant, the Board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.

Section 2 Limitations. This Club shall not elect a person to active membership from a classification if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club’s active membership. Members who are retired shall not be included in the total number of members in a classification. The classification of a transferring or former member of a club, or a Rotary Foundation alumnus as defined by the board of directors of RI, shall not preclude election to active membership even if the election results in club membership temporarily exceeding the above limitations. If a member changes classification the club may continue the member’s membership under the new classification not withstanding these limitations.

Article 9 ATTENDANCE

Section 1 General Provisions. Each member should attend this Club’s regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of the Board that such action was reasonable, or makes up for an absence in any of the following ways:
(a) 14 Days Before or After the Meeting. If, within fourteen (14) days
before or after the regular time for that meeting, the member:
(1) attends at least 60 percent of the regular meeting of another Club or of a provisional Club, or
(2) attends a regular meeting of a Rotaract or Interact Club, Rotary Community Corps or Rotary Fellowship or of a provisional Rotaract or Interact Club, or Rotary Community Corps, or Rotary Fellowship; or
(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present and incoming officers of RI, or any other meeting convened with the approval of the Board of Directors of RI, the President of RI acting on behalf of the Board of Directors of RI, a Rotary multizone conference, a meeting of a committee of RI , a Rotary district conference, a Rotary district assembly, any district meeting held by direction of the Board of Directors of RI, any district committee meeting held by direction of the District Governor, or a regularly announced intercity meeting of Rotary Clubs; or
(4) is present at the usual time and place of a regular meeting of another Club for the purpose of attending such meeting, but that Club is not meeting at that time and place; or
(5) attends and participates in a club service project or a club sponsored community event or meeting authorized by the board; or
(6) attends a board meeting or, if authorized by the Board, a meeting of a service committee to which the member is assigned; or
(7) participates through a club web site in an interactive activity requiring an average of 30 minutes participation

When a member is outside the member’s country of residence for more than fourteen (14) days , the time restriction shall not be imposed so that the member may attend meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member’s time abroad.

(b) At the Time of the Meeting. If, at the time of such meeting, the member is:
(1) travelling with reasonable directness to or from one of the meetings mentioned in sub-section (a) (3) of this Section; or
(2) serving as an officer or member of a committee of RI, or a Trustee of The Rotary Foundation; or
(3) serving as the special representative of the District Governor in the formation of a new Club; or
(4) on Rotary business in the employ of RI; or
(5) directly and actively engaged in a district-sponsored or a RI or Rotary Foundation sponsored service project in a remote area where making up attendance is impossible; or
(6) engaged in Rotary business duly authorised by the Board which precludes attendance at the meeting.

Section 2 Extended Absence on Outpost Assignment. If a member will be working on an outpost assignment for an extended period of time, attendance at the meetings of a designated club at the site of the assignment will replace attendance at the regular meetings of the member’s club, provided there is a mutual agreement between the two clubs.

Section 3 Excused Absences. A member’s absence shall be excused if
(a) the absence complies with the conditions and under circumstances approved by the Board. The Board may excuse a member’s absence for reasons which it considers to be good and sufficient.

(b) the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or more and the member has notified the Club secretary in writing of the member’s desire to be excused from attendance and the Board has approved.

Section 4 RI Officers Absences. A member’s absence shall be excused if the member is a current officer of RI.

Section 5 Attendance Records. Any member whose absences are excused under the provisions of section 3(b) or 4 of this article shall not be included in the membership figure used to compute this club’s attendance nor shall such absences or attendances be used for that purpose.

Article 10 DIRECTORS AND OFFICERS

Section 1 Governing Body. The governing body of this Club shall be the Board constituted as the By-Laws may provide.

Section 2 Authority. The Board shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 3 Board Action Final. The decision of the Board in all club matters is final, subject only to an appeal to the club. However, as to a decision to terminate membership, a member, pursuant to Article 12, Section 6, may appeal to the Club, request mediation, or request arbitration. If appealed, a decision of the Board shall be reversed only by a two-thirds vote of the members present at a regular meeting specified by the Board, provided a quorum is present and notice of such appeal has been given by the Secretary to each member at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the Club shall be final.

Section 4 Officers. The Club officers of this Club shall be a President, a President-elect, and one or more Vice-Presidents, all of whom shall be members of the Board, and a Secretary, a Treasurer, and a Sergeant-at-Arms, who may or may not be members of the Board as the By-Laws shall provide.

Section 5 Election of Officers.
(a) Terms of Officers other than President. Each officer shall be elected as provided in the By-Laws. Except for the President, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor shall have been elected and qualified.

(b) Term of the President. The President shall be elected, as provided in the By- Laws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office and shall serve as President-nominee upon election. The nominee shall take the title of President-elect on 1 July in the year prior to taking office as President. The President shall take office on 1 July and shall serve a period of one (1) year or until a successor shall have been duly elected and qualified.

(c) Qualifications. Each officer and Director shall be a member in good standing of this Club. The President-elect shall attend the district presidents-elect training seminar and the district assembly unless excused by the Governor-elect. If so excused, the President-elect shall send a designated representative who shall report back to the President-elect. If the President-Elect does not attend the President-elect training seminar and the district assembly and has not been excused by the Governor- elect or, if so excused, does not send a designated club representative to such meetings, the President-elect shall not be able to serve as Club President. In such event, the current President shall continue to serve until a successor who has attended a president-elect training seminar and district assembly or training deemed sufficient by the Governor-elect has been duly elected.

Article 11 ADMISSION FEES AND DUES
Every member shall pay an admission fee and annual dues as prescribed in the By-Laws except that any transferring or former member of another club who is accepted into membership of this Club pursuant to Article 7, Section 4 shall not be required to pay a second admission fee. A Rotaractor who ceased to be a member of Rotaract within the preceding two years, who is accepted into membership of this club, shall not be required to pay an admission fee.

Article 12 DURATION OF MEMBERSHIP

Section 1 Period. Membership shall continue during the existence of the Club unless terminated as hereinafter provided.

Section 2 Automatic Termination.
(a) Membership Qualifications. Membership shall automatically terminate when a member no longer meets the membership qualifications, except that
(1) 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 a member continues to meet all conditions of club membership;
(2) the Board may allow a member moving from the locality of this Club or the surrounding area to retain membership if the member continues to meet all the conditions of club membership.

(b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person, provided such person’s membership was in good standing at the time of termination, may make new application for membership, under the same or another classification. A second admission fee shall not be required.

(c) 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.

Section 3 Termination - Non-Payment of Dues.

(a) Process. Any member failing to pay dues within thirty (30) days after the prescribed time shall be notified in writing by the Secretary at the member’s last known address. If the dues are not paid on or before ten (10) days from the date of notification, membership may terminate subject to the discretion of the Board.

(b) Reinstatement. The Board, may reinstate the former member to membership upon the former member’s petition, and payment of all indebtedness to this Club. However, no former member may be reinstated to active membership if the former member’s classification is in conflict with Article 8 Section 2.

Section 4 Termination - Non-Attendance.

(a) Attendance Percentages. A member must
(1) attend or make up at least 50 percent of Club regular meetings in each half of the year;
(2) attend at least 30 percent of this Club’s regular meetings in each half of the year (assistant governors, as defined by the Board of Directors of RI, shall be excused from this requirement). If a member fails to attend as required, the member’s membership shall be subject to termination unless the Board consents to such non-attendance for good cause.

(b) Consecutive Absences. Unless otherwise excused by the Board for good and sufficient reason or pursuant to Article 9 Sections 3 or 4, each member who fails to attend or make up four consecutive regular meetings shall be informed by the Board that the member’s non attendance may be considered a request to terminate membership of this Club. Thereafter, the Board, by a majority vote, may terminate the member’s membership.

Section 5 Termination - Other Causes.

(a) 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. The guiding principle for this meeting shall be Article 7, Section 1, and the Four – Way Test.

(b) Notice. Prior to taking any action under subsection (a) 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 by registered letter to the member’s last known address.

(c) Filling Classification. When the Board has terminated the membership of a member as provided for in this Section, this Club shall not elect a new member under the former member’s classification until the time for hearing any appeal has expired and the decision of this Club or of the arbitrators has been announced However, this provision shall not apply if, by election of a new member, the number of members under the said classification would remain within provided limitations even if the Board’s decision regarding termination is reversed.

Section 6 Right to Appeal, Mediate or Arbitrate Termination.

(a) Notice. Within seven (7) days after the date of the Board’s decision to terminate membership, the Secretary shall give written notice of the decision to the member. Within fourteen (14) days after the date of the notice, the member may give written notice to the Secretary of the intention to appeal to the club, request mediation or to arbitrate as provided in Article 16.

(b) Date for Hearing of Appeal. In the event of an appeal, the Board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty- one (21) days after the receipt of the notice of appeal. At least five (5) days’ written notice of the meeting and its special business shall be given to every member. Only members shall be present when the appeal is heard.

(c) Mediation or Arbitration. The procedure utilized for mediation or arbitration shall be as provided in Article 16.

(d) Appeal. If an appeal is taken, the action of the Club shall be final and binding on all parties and shall not be subject to arbitration.

(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.

(f) Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member may appeal to the Club or arbitrate as provided in subsection (a) of this Section.

Section 7 Board Action Final. Board action shall be final if no appeal to this Club is taken and no arbitration is requested.

Section 8 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.

Section 9 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 the Club.

Section 10 Temporary Suspension.
Notwithstanding any provision of this Constitution, if in the opinion of the Board:
(a) credible accusations have been made that a member has refused or neglected to comply with this Constitution, or has been guilty of conduct unbecoming of a member or prejudicial to the interests of the Club; and
(b) those accusations, if proved, constitute good cause for terminating the membership of the member; and
(c) it is desirable that no action should be taken in respect of the membership of the member pending the outcome of a matter or event that the Board considers should properly occur before such action is taken by the Board; and
(d) that in the best interests of the Club and without any vote being taken as to his or her membership, the member’s membership should be temporary suspended and the member should be excluded from attendance at meetings and other activities of this Club and from any office or position the member holds within the club. for purposes of this clause , the member shall be excused from fulfilling attendance responsibilities;
the Board may, by a vote of not less than two-thirds of the Board, temporarily suspend the member as foresaid for such a period and on such further conditions as the Board determines, albeit for a period no longer than is reasonably necessary in all the circumstances.

Article 13 COMMUNITY, NATIONAL AND INTERNATIONAL AFFAIRS

Section 1 Proper Subjects. The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this Club and shall be proper subjects of fair and informed study and discussion at a Club meeting for the enlightenment of its members in forming their individual opinion. However, this Club shall not express an opinion on any pending controversial public measure.
Section 2 No Endorsements. This Club shall not endorse or recommend any candidate for public office and shall not discuss at any Club meeting the merits or demerits of any such candidate.
Section 3 Non Political.
(a) Resolutions and Opinions. This Club shall neither adopt nor circulate resolutions or opinions, and shall not take action, dealing with world affairs or international policies of a political nature.

(b) Appeals. This Club shall not direct appeals to clubs, peoples or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature.

Section 4 Recognizing Rotary’s Beginning. The week of the anniversary of Rotary’s founding (23 February) shall be known as World Understanding and Peace Week. During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and throughout the world.

Article 14 ROTARY MAGAZINES

Section 1 Mandatory Subscription. Unless in accordance with the Bylaws of RI this Club is excused by the Board of Directors of RI from complying with the provisions of this Article each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this Club by the Board of Directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in this Club and to the end of any six (6) month period during which membership may be terminated.
Section 2 Subscription Collection. The subscription shall be collected by the Club from each member semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the Board of Directors of RI.
Article 15 ACCEPTANCE OF OBJECT AND COMPLIANCE WITH CONSTITUTION AND BY-LAWS

By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the Constitution and By-Laws of this Club, and on these conditions alone is entitled to the privileges of this Club. Each member shall be subject to the terms of the Constitution and By-Laws regardless of whether such member has received copies of them.

Article 16 ARBITRATION AND MEDIATION

Section 1 Disputes. Should any dispute, other than as to a decision of the Board, arise between any current or former member(s) and this Club, any club officer or the Board on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the disputants, either be resolved by mediation or settled by arbitration.
Section 2 Date for Mediation or Arbitration. In the event of mediation or arbitration, the Board shall set a date for the mediation or arbitration, in consultation with the disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.
Section 3 Mediation. The procedure for such mediation shall be that recognized by an appropriate authority with the national or state jurisdiction or be that recommended by a competent professional body whose recognized expertise covers alternative dispute resolution or be that recommended by way of documented guidelines determined by the Board of Rotary International. or the Trustees of The Rotary Foundation. Only a member of a Rotary club may be appointed as mediator(s). The Club may request the District Governor or the Governor’s Representative to appoint a mediator who is a member of a Rotary club and who has the appropriate skills and experience.
(a) Mediation Outcomes. The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s) and one copy given to the Board and to be held by the Secretary. A summary statement of outcomes acceptable to the parties involved shall be prepared for the information of the club. Either party through the President or Secretary may call for further mediation if either party has retracted significantly from the mediated position.
(b) Unsuccessful Mediation. If mediation is requested but is unsuccessful, any disputant may request arbitration as provided in Section 1 of this Article.

Section 4 Arbitration. In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or as arbitrator.
Section 5 Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
Article 17 BY-LAWS

This Club shall adopt By-Laws not inconsistent with the Constitution and By-Laws of RI, with the rules of procedures for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this Club. Such By-Laws may be amended from time to time as therein provided.

Article 18 INTERPRETATION

Throughout this constitution, the terminology "mail", "mailing", and "ballot- by-mail" will include utilization of electronic mail (e-mail) and Internet technology to reduce costs and increase responsiveness.

Article 19 JURISDICTION

In so far as the Law of the State of Queensland shall permit this Club shall be subject to the jurisdiction of RI.

Article 20 AMENDMENTS

Section 1 Manner of Amending Except as provided in Section 2 of this Article this Constitution may be amended only by the council on legislation in the same manner as is established in the By-Laws of RI for the amendment of its By-Laws.
Section 2 Amending Article 2 and Article 3. Article 2 (Name) and Article 3 ( Locality of the Club) of the Constitution shall be amended at any regular meeting of this Club, a quorum being present by the affirmative vote of not less than two thirds of all voting members present and voting, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the Board of Directors of RI for its approval and shall become effective only when so approved. The Governor may offer an opinion to the Board of Directors of RI regarding the proposed amendment.

BD/2008.doc

THE ROTARY CLUB OF MALENY INC

THE BY-LAWS

Approved by the Club Members at a Special General Meeting of the Club held on 12 July 2006

By-Laws of the Rotary Club of Maleny Incorporated
Article 1 ELECTION OF DIRECTORS AND OFFICERS

Section 1 At a regular meeting one (1) month prior to the meeting for election of officers, the presiding officer shall ask for nominations by members of the Club for President, Vice-President, Secretary, Treasurer, and six members of the Board of Directors. The nominations may be presented by a nominating committee or by members from the floor, by either or by both as a Club may determine. If it is determined to have 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 and Treasurer receiving a majority of the votes shall be declared elected to their respective offices. The five candidates for director receiving a majority of the votes shall be declared elected as Directors. The President elected in such balloting shall serve as a member of the Board as President-elect for the year commencing on the first day of July next following the election, and shall assume office as President on the first day of July immediately following the year of service on the board as President elect.

Section 2 The officers and directors, so elected, together with the immediate past President shall constitute the Board of Directors. Within one (1) week after their election the Board of Directors-elect shall meet and elect some member of the Club to act as Sergeant-at-Arms. The term of office for the Board of Directors is one (1) Rotary year. Offices and Directors may be re-elected for consecutive terms.

Section 3 A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board.

Section 4 A vacancy in the position of any officer-elect or Director-elect shall be filled by action of the remaining members of the Board of Directors-elect.

Section 5 Any member of the Board of Directors may resign from membership of the Board at any time by giving notice in writing to the Secretary but such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

A member of the Board of Directors may only be removed from Office by vote of the Board whereupon such vote shall constitute a decision of the Board. The member so removed from office shall be entitled to appeal or arbitrate the decision of the Board in accordance with the rules of the Constitution and By-laws of the Club.

Article 2 BOARD OF DIRECTORS

Section 1 The governing body of this Club shall be the Board of Directors consisting of eleven members of this Club, namely, six Directors elected in accordance with Article I, Section 1, of these By-Laws, the President, Vice-President, President-elect, Secretary, Treasurer, and the immediate past President.

Section 2 Except as otherwise provided by these By-Laws and the Constitution and subject to resolutions of the Club carried at any General Meeting, the Board of Directors:-

(a) shall have the general control and management of the administration of the affairs, property and funds of the Association; and

(b) shall have authority to interpret the meanings of these By-Laws and any matter relating to the Association on which these rules are silent.

Section 3 The Board of Directors shall provide for the safe custody of books, documents, instruments of title and securities of the Association.

Section 4 The Board of Directors shall provide for a common seal of the Club and for its safe custody.

Article 3 DUTIES OF OFFICERS

Section 1 President. It shall be the duty of the President to preside at meetings of the Club and Board and to perform such other duties as ordinarily pertain to the office of President.

Section 2 President-elect. It shall be the duty of the President-elect to serve as a member of the Board of Directors of the Club 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 preside at meetings of the club and board in the absence of the President and to perform such other duties as ordinarily pertain to the office of Vice-President.

Section 4 Secretary. It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the Club, Board and Committees, record and preserve the minutes of such meetings in a book(s) to be open for inspection at all reasonable times by any Financial member who has previously applied to the Secretary for that inspection, make the required reports to RI, including the semiannual reports of membership, which shall be made to the general Secretary of RI on January 1st and July 1st of each year, and including prorated reports to the general Secretary on 1st October and 1st April of each active, senior active and past service member who has been elected to membership in the Club since the start of the July or January semiannual reporting period, the report of changes in membership, which shall be made to the general Secretary of RI, 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, collect and remit to RI subscriptions to THE ROTARIAN, and perform such other duties as usually pertain to the office of Secretary. The Secretary shall ensure the accuracy of his recording of minutes of Club, Board and Committee Meetings by having the Chairperson of that meeting or the Chairperson of the next succeeding meeting of the Club, Board or Committee, as the case may be, verify their accuracy.

The Secretary shall keep a Register in which shall be entered the names and residential addresses of all persons admitted to Membership of the Association and the dates of their admission. Particulars shall also be entered into the Register of Deaths, Resignations, Terminations and Re-instatements of Membership and any further particulars as the Board of Directors or the members at any General Meeting may require from time to time. The Register shall be open for inspection at all reasonable times by any member who previously applies to the Secretary for such inspection.

Section 5 Treasurer. 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 and to perform such other duties as pertain 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 6 Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for such office and such other duties as may be prescribed by the President or the Board.

Article 4 MEETINGS

Section 1 Annual Meeting for election of Officers. An annual meeting of this Club shall be held on the second Wednesday of November in each year, at which time the election of officers and Directors to serve for the ensuing year shall take place.

Section 2 (a) The first Annual General Meeting must be held within eighteen (18) months after the day the Association is incorporated.

(b) Each subsequent Annual General Meeting must be held -
(i) At least once each year; and
(ii) Within three (3) months after the end of the Association’s previous Financial Year and not later than the 31st day of December in each calendar year.

Section 3 Annual Meeting for adoption of Annual Statements of Account, etc. The following business must be transacted at every Annual General Meeting:-

(a) The receiving of the Statement of Income and Expenditure, Assets and Liabilities and Mortgages, Charges and Securities affecting the property of the Association for the last Financial Year;

(b) The receiving of the Auditor’s Report on the financial affairs of the Association for the last Financial Year;

(c) The presenting of the Audited Statement to the meeting of members for adoption;

(d) The appointment of an Auditor for the current Financial Year; and

(e) The election of officers of the Club.

Section 4 General Meetings. The Secretary shall convene all General Meetings of the Club by giving not less than fourteen (14) days notice of any such meeting to the members of the Club and the manner by which such notice shall be given shall be determined by the Board of Directors. However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of the member’s membership by the Board of Directors, shall be given in writing.

Notice of a General Meeting shall clearly state the nature of the business to be discussed thereat. If the business includes a special resolution then written notice of the proposed special resolution, and of the time and place of the General Meeting at which it is proposed to move the resolution, must be given personally or be post to all members. The notice must state the terms of the proposed special resolution.

Section 5 The regular weekly meetings of this Club shall be held on Wednesday at 7.00pm.

Due notice of any changes in or cancelling of the regular meeting shall be given to all members of the Club. All members excepting an honorary member (or member excused by the Board of Directors of this Club, pursuant to Article VII, Section 3 of 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 percent (60%) of the time devoted to the regular meeting, either at this Club or at any other Rotary Club.

Section 6 One-third (1/3) of the membership shall constitute a quorum at the annual, general and regular meetings of this Club.

Section 7 Regular meetings of the Board shall be held on second Monday of each month. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board, due notice having been given.

Section 8 A majority of the Board members shall constitute a quorum of the Board.

Article 5 FEES AND DUES

Section 1 The admission fee shall be $ 40 to be paid before the applicant can qualify as a member.

Section 2 The membership dues shall be $ 280 per annum, payable semiannually on the first day of July and of January, with the understanding that six (6) dollars (US$6.00) of each semiannual payment shall be applied to each member’s subscription to THE ROTARIAN magazine.

Article 6 METHOD OF VOTING

Section 1 The business of this Club shall be transacted by viva voce vote except the election of officers and Directors, which shall be by ballot.

Article 7 COMMITTEES

Section 1 (a) The President shall, subject to the approval of the Board, appoint the following standing committees:-
Club Service committee
Vocational Service committee
Community Service committee
International Service committee
Youth Service Committee
Membership Committee

(b) The President shall, subject to the approval of the Board, also appoint such committees on particular phases of Club Service, Vocation Service, Community Service, International Service, Youth Service and Membership Committee as deemed necessary.

(c) The Club Service Committee, Vocational Service Committee, Community Service Committee, International Service Committee Youth Service Committee and Membership Committee shall each consist of a Chairman, who shall be named by the President from the Membership of the Board, and not less than two (2) other members.

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

(e) Each committee shall transact such business as is delegated to it in the By-Laws 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 to the Board and approved by the Board.

(f) The President may appoint one (1) or more committees dealing with various aspects of youth activities, which, depending on their respective responsibilities, may be under any, or all, of the Vocational Service, Community Service, International Service, or Youth Service committees. Where feasible and practicable in the appointment of such committees, there should be provision for continuity of membership, either by appointing one (1) or more members for a second term or by appointing one (1) or more members to a two (2) year term.

Section 2 Club Service Committee.

(a) The Chairman of the Club Service committee shall be responsible for all Club Service activities and shall supervise and coordinate the work of all committees appointed on particular phases of Club Service.

(b) The Club Service committee shall consist of the Chairman of the Club Service committee and the Chairmen of all committees appointed on particular phases of Club Service.

(c) The President shall, subject to the approval of the Board, appoint the following committees on particular phases of Club Service:-

Attendance committee
Club bulletin committee
Fellowship committee
Magazine committee
Program committee
Public relations committee

Appoint one (1) member each to the following committees:-

Classifications committee
Rotary information committee

(d) The President shall appoint the President-elect or Vice-President to oversee and coordinate the work of the classifications, membership, membership development and Rotary information committees.

(e) Where feasible and practicable in the appointment of Club committees, there should be provision for continuity of membership, either by appointing one (1) or more members for a second term or by appointing one (1) or more members for a two (2) year term.

(f) The classification and Rotary information committees shall each consist of three (3) members, one (1) member of each committee to be appointed each year for a term of three (3) years. The first appointments made under this provision shall be as follows: one (1) member for a term of one (1) year; one (1) member for a term of two (2) years; one (1) member for a term of three (3) years.

(g) The magazine committee shall, wherever feasible, include the editor of the Club publication and a local newspaper or advertising member of the Club.

Section 3 Community Service Committee.

(a) The Chairman of the Community Service committee shall be responsible for all Community Service activities and shall supervise and coordinate the work of all committees appointed on particular phases of Community Service.

(b) The Community Service committee shall consist of the Chairman of the Community Service committee and the Chairman of all committees appointed on particular phases of Community Service.

(c) The President shall, subject to the approval of the Board, appoint the following committees on particular phases of community service:-

Human development committee
Community development committee
Environment protection committee
Partners in service committee

Article 8 DUTIES OF COMMITTEES

Section 1 Club Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in discharging their responsibilities in matters relating to Club Service. The Chairman of the Club Service committee shall be responsible for regular meetings of the committee and shall report to the Board on all Club Service activities.

(a) Attendance Committee. This committee shall devise means for encouraging attendance at all Rotary meetings - including attendance at district conferences, intercity meetings, regional conferences, and international conventions by all Club members. This committee shall especially encourage attendance at regular meetings of this Club and attendance at regular meetings of other Clubs when unable to attend meetings of this Club; keep all members informed on attendance requirements; promote better incentives for good attendance; and seek to ascertain and remove the conditions that contribute to unsatisfactory attendance.

(b) Classifications Committee. This committee shall as early as possible, but no later than 31st August of each year, make a classification survey of the community; shall compile from the survey a roster of filled and unfilled classifications, applying the classification principle; shall review, where necessary, existing classifications represented in the Club; and shall counsel with the Board on all classification problems.

(c) Club Bulletin Committee. This committee shall endeavour, through the publishing of a weekly club bulletin, to stimulate interest and improve attendance, announce the program of the forthcoming meeting, relate highlights of the previous meeting, promote fellowship, contribute to the Rotary education of all members, and report news of the Club, of its members and of the worldwide Rotary program.

(d) Fellowship Activities Committee. This committee shall promote acquaintance and friendship among the members, promote participation by members in organised Rotary recreational and social activities, and do such work in pursuance of the general object of the Club as may be assigned by the President or the Board.

(e) Magazine Committee. This committee shall stimulate reader interest in THE ROTARIAN; sponsor a magazine month; arrange for brief monthly reviews of the magazine on regular Club programs; encourage the use of the magazine in the induction of new members; provide a copy of the magazine for non-Rotarian speakers; secure international service and other special subscriptions for libraries, hospitals, schools and other reading rooms; send news items and photographs to the editor of the magazine and in other ways make the magazine of service to the Club members and non-Rotarians.

(f) Program Committee. This committee shall prepare and arrange the programs for the regular and special meetings of the Club.

(g) Public Relations Committee. This committee shall devise and carry into effect, plans (1) to give the public general information about Rotary, its history, object, and scope; and (2) to secure proper publicity for the Club.

(h) Rotary Information Committee. This committee shall devise and carry into effect plans (1) to give prospective members information about the privileges and responsibilities of membership in a Rotary Club, (2) to give the members, especially the new members, adequate understanding of the privileges and responsibilities of members, (3) to give the members information about Rotary, its history, object, scope, activities, and (4) to give the members information as to developments in the administrative operation of RI.

Section 2 Vocational Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations. The Chairman of this committee shall be responsible for the vocational service activities of the Club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of Vocational Service.

Section 3 Community Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in discharging their responsibilities in their community relationships. The Chairman of this committee shall be responsible for the Community Service activities of the Club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of Community Service.

(a) Human Development Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in dealing within the community with the welfare of human beings of all kinds throughout the whole span of life by providing assistance and support to those in need.

(b) Community Development Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in working to make the community a better place to live by improving the physical condition of the community and its facilities.

(c) Environmental Protection Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in monitoring and improving the quality of the community’s environment.

(d) Partners in Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in building relationships with other Rotary sponsored organisations within the community and in cooperating with them in service.

Section 4 International Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this Club in discharging their responsibilities in matters relating to international service. The Chairman of this committee shall be responsible for the international service activities of the Club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of international service.

Section 5 Youth Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities relating to youth service. The Chairman of this committee shall be responsible for the youth service activities of the Club and shall supervise and coordinate the work of any committees, with those members that have youth aspects as a necessary element within their activities.

Section 6 Membership Committee. This committee shall coordinate membership and membership development in the Club. The Chairman of this committee shall be responsible for the development and implementation of plans for the recruitment and retention of club members.

Article 9 LEAVE OF ABSENCE

Section 1 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 10 FINANCE

Section 1 The Treasurer shall deposit all funds of the Club in some bank to be named by the Board. All monies shall be deposited as soon as practicable after receipt.

Section 2 Proper books and accounts shall be kept and maintained showing correctly the financial affairs of the Club. A thorough audit by a Certified Public Accountant or other qualified person shall be made once each year of all of the Club’s financial transactions.

All bills and amounts over ONE HUNDRED DOLLARS ($100.00) shall be paid by cheque signed by any two (2) of the President, Secretary, Treasurer or other members authorised from time to time by the Board of Directors.

Cheques shall be crossed and marked "not negotiable" except those in payment of wages, allowances or petty cash recoupments which may be open.

The Board of Directors shall determine the amount of petty cash which shall be kept on an Imprest System.

All expenditures shall be approved or ratified at a meeting of the Board of Directors. The income and property of the Club must be used solely in promoting the objects of Rotary and exercising the Club’s powers and no portion shall be distributed directly or indirectly to the members of the Club except as bona-fide compensation for services rendered or expenses incurred on behalf of the Club.

Section 3 Officers having charge or control of funds shall give bond as may be required by the Board for the safe custody of the funds of the Club, cost of bond to be borne by the Club.

Section 4 The fiscal year of this Club shall extend from July 1st to June 30th, and for the collection of members’ dues shall be divided into two (2) semi-annual periods extending from July 1st to December 31st, and from January 1st to June 30th. The payment of per capita dues and magazine subscriptions to RI shall be made on July 1st and January 1st of each year on the basis of the membership of the Club on those dates.

Section 5 At the beginning of each fiscal year the board 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 action of the board.

Section 6 As soon as practicable after the end of each Financial Year the Treasurer shall cause to be prepared a Statement containing particulars of:-

(a) The income and expenditure for the Financial Year just ended; and
(b) The assets and liabilities and of all mortgages, charges and securities affecting the property of the Club at the close of that year.

The Auditor must examine the Statement prepared and present a report on it to the Secretary before the next Annual General Meeting following the Financial Year for which the audit was made. The Statement must be presented at the Annual General Meeting in accordance with Article IV Section 3.

Article 11 METHOD OF ELECTING MEMBERS (FOR ALL KINDS OF MEMBERSHIP)

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 for the time being 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 Club constitution.

Section 3 The board shall approve or disapprove the proposal within thirty (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 favourable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities the membership (including the kind of membership proposed), following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification (if active membership) 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 By-Laws, 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 such election, the President shall arrange for the new member’s induction and further orientation, and the Club Secretary shall issue a membership card to the member and shall report such action to RI.

Section 7 If the decision of the Board is not favourable then there is no right of appeal against such decision by the prospective member.

Section 8 Save as to the provision of the Constitution and By-Laws of this Club, the number of members of the Club shall be unlimited.

Article 12 RESOLUTIONS

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. Such resolutions or motions, if offered at a Club meeting, shall be referred to the board without discussion.

Article 13 ORDER OF BUSINESS

Meeting called to order.
Introduction of visiting Rotarians.
Correspondence and announcements.
Committee reports if any.
Any unfinished business.
Any new business.
Address or other program features.
Adjournment.

Article 14 AMENDMENTS

Section 1 The By-Laws may be amended, rescinded or added to from time to time by a special resolution carried at any General Meeting, provided that notice of such proposed amendment, rescission or addition shall have been mailed to each member at least fourteen (14) days before such meeting.

The amendment, rescission or addition is only valid after it is registered in accordance with the Act.

Section 2 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 RI.

Article 15 DISTRIBUTION OF SURPLUS ASSETS ON WINDING UP

Section 1 This Article applies if the Club is wound-up and there are Surplus Assets.

Section 2 The Surplus Assets must not be distributed among the members of the Club but must be given to another Rotary Entity:-

(a) That has objects similar to the Club’s objects;

(b) The rules of which prohibit the distribution of the Entity’s income and assets to its members; and

(c) Is exempt under Taxation Laws of Australia to pay income tax.

Article 17 GENERAL

Section 1 The terms used in these By-Laws differ from the terms used in the Queensland Associations and Corporation Act 1981 (as amended) ("the Act"). The terms are set out below with the corresponding meaning from the Act:

"Board of Directors" means Management Committee;
"Club" means Association;
"The By-Laws and the Constitution" read together means the Rules.
"Special Resolution" means a resolution passed at a General Meeting of the Club by the votes of three-quarters (3/4) of the members who are present and entitled to vote on the resolution.

BPD\ Amended Special General Meeting 12 Jul 2006