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Rotarian Action Group
ARTICLE I - NAME
Section 1.1.
The name of this Rotarian Action Group shall be The Rotarian Action
Group for Blindness Prevention (Rotarian action group).
ARTICLE II - PURPOSE
Section 2.1.
The purpose of this action group shall be...
This Rotarian Action Group is an outgrowth of the former Avoidable
Blindness Task Force, the Fellowship of Eye Care Professionals, and the
Eye Care Fellowship of Rotarians. All
Rotarians, Rotarian spouses, and Rotaractors interested in blindness
prevention and improving eye health are invited to become members of
this official Rotarian Action Group.
This action group shall operate in compliance with Rotary
International’s policies for Rotarian Action Groups, but it shall not be
an agency of, or controlled by, Rotary International.
ARTICLE III - MEMBERSHIP
Section 3.1.
Membership in this action group shall be open to all active members of
Rotary Clubs (Rotarians) in good standing, spouses of Rotarians in good
standing, and members of Rotaract Clubs (Rotaractors) who are in good
standing. This action group shall assume no liability for services
rendered by its members.
Section 3.2.
Membership shall only be on lifetime basis, with no expiration. Each
member (Active or honorary) shall receive a membership pin and a
certificate of membership. Membership fees shall be as follows:
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1.
The governing body of this action group shall be known as the Board of
Directors. The board of
Directors shall consist of the officers of the RAG as well as the nine
elected Board members and the Executive Secretary who shall be appointed
by the Board. The full Board of directors shall consist of the following
Officers and 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 Officers and Directors
shall be three years with 1/3 of the Directors being elected each year
in order to promote continuity. The Chairman, Vice Chairman and
Treasurer shall also serve three-year terms with the Vice Chairman
succeeding to the office of Chairman following his/her 3-year term as
Vice Chairman. All Officers
and Board Member terms of office shall commence on Ju1y 1 of the
calendar year in which they were nominated and certified as elected.
Section 4.4.1
Eligibility for Re-election:
Directors are eligible for election to two consecutive 3-years terms.
An additional 3 year term as a Director may be served after they
have either served in another position (Officer) or been off the Board
entirely for a minimum of 1 year.
There are no limits on the number of terms that the Treasurer and
Executive Secretary may serve.
Section 4.5.
The
Executive Committee (Nominating Committee):
shall be comprised of the following:
Chairman, Vice Chairman, Immediate Past Chairman, Secretary,
Treasurer and two (2) members of the Board of Directors decided by the
Chairman, Vice Chairman and Executive Secretary.
The two (2) members of the Board of Directors shall be appointed
for a 1 year term and are eligible to be re-appointed without limitation
on the number of years they can serve on the committee.
ARTICLE V - OFFICERS
Section 5.1.
The Officers of this Rotarian action group shall include a Chairman,
Vice Chairman, Immediate Past Chairman, Executive Secretary, and
Treasurer and other such officers as may be deemed necessary by the
Board of Directors. The terms of office shall be three years and shall
coincide with the Rotary year. The Board shall establish an “executive
committee,” composed of the Chairman, Vice Chairman, Immediate Past
Chairman, Executive Secretary, Treasurer and two members of the Board to
act on behalf of the Board when necessary and convenient to do so.
Section 5.2.
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.
Section 5.3:
No officer, board member or the Executive Secretary shall be paid any
type of compensation. The Executive Secretary shall be reimbursed for
all RAG administrative expenses related to exhibiting as explained in
Article VIII, Section 8.5 and other expenses as required and approved by
the RAG Executive Committee throughout the year.
ARTICLE VI - ELECTION OF DIRECTORS AND OFFICERS
Section 6.1. Nomination Process:
Only the current RAG Officers and Board Members shall be eligible
to nominate individuals to fill the positions of Chairman, Vice
Chairman, Treasurer, Executive Secretary and Directors.
The nomination process shall be
as follows:
Section 6.11:
Nomination and Election of Vice Chairman:.
To be eligible for the position
of Vice Chairman and thus, automatic succession to Chairman following
the completion of the term of the Chairman, the nominee must be a Member
of the RAG and in good standing in his/her Rotary Club. In addition, the
individual shall have previously served a minimum of three years as
either a Board Member or Officer of the RAG for BP and state his/her
willingness (in writing) to endeavor to attend all conventions of Rotary
International during his/her term of office at no cost to Rotary or the
RAG for BP. It shall be the
responsibility of the Executive Secretary to certify the nomination
based on the requirements of the position of Vice Chairman. The nominee
must have indicated his/her willingness to serve by
February 15 of the year prior to
which the position of Vice Chairman shall become vacant to be considered
a valid nominee for election.
Section 6.12:
Succession to Position of Chairman:
To be eligible for automatic
succession to the position of Chairman (3 year term) the nominee must be
a Member of the RAG in good standing in his/her Rotary Club.
In addition, the individual shall have served a term as Vice
Chairman and/or a total of three years as either a Board Member or
Officer of the BP-RAG and state his/her willingness (in writing) to
endeavor to attend all conventions of Rotary international during
his/her term of office as Chairman at no cost to Rotary or the BP-RAG.
It shall be the responsibility of the Executive Secretary to
certify the nominee based on the requirements of the position of
Chairman. The nominee must
have indicated his/her willingness to serve by
February 15 of the year prior to
which the position of Chairman shall become vacant to be considered the
valid nominee for election.
Section 6.13:
Nomination of Treasurer
To be eligible for the position
of Treasurer the nominee must be a Member of the RAG and in good
standing in his/her Rotary Club. In addition, the individual shall be a
citizen of the United States (for banking purposes) and have experience
in bookkeeping and accounting commensurate with the position of
Treasurer and state his/her willingness (in writing) to endeavor to
attend all conventions of Rotary International during his/her term of
office at no cost to Rotary or the BP-RAG.
It shall be the responsibility of
the Executive Secretary to certify the nominee based on the requirements
of the position of Treasurer. The
nominee must have indicated his/her willingness to serve by
February 15 of the year prior to the
year in which the position of Treasurer shall become vacant to be
considered the valid nominee for election.
The Treasurer may be re-elected
every three years by the Board with no limitation on the number of years
the individual may serve.
Section 6.14:
Appointment of the Executive Secretary:
The Executive Secretary shall be appointed to the position by the Board
of Directors (all Officers and Directors) and shall continue to serve at
the pleasure of the “Board of Directors” with no term limit with
reappointment every three years. To
be eligible for the position of Executive Secretary the individual must
be a Member of the RAG and in good standing in his/her Rotary club.
In addition, the individual shall be a citizen of the United
States (for IRS and administrative purposes) and have administrative
experience commensurate with his/her position and be willing to endeavor
to attend all conventions of Rotary International during his/her term
office.
Section 6.15:
Nomination of Directors:
To be eligible for the position
of Director (3 year term), the nominee must be a Member of the RAG and
in good standing in his/her Rotary Club. In addition, the individual
shall have attended a minimum of two
Rotary International Conventions in the previous 10 years,
including the year in which they are nominated prior to assuming office
and state his/her willingness (in writing) to endeavor to attend all
conventions of Rotary International during his/her term of office (3
years) at no cost to Rotary or the BP-RAG.
It shall be the responsibility of
the Executive Secretary to certify each nomination based on the
requirements of the position of Director.
All nominees must have indicated their willingness to serve by
February 15 of the year prior to
which the Director position shall become vacant to be considered a valid
nominee for election.
Section 6.2.
Election of Officers and Board Members
-
The names of the certified nominees for all vacant positions shall be
provided by the Executive Secretary to the RAG Executive Committee
(which shall serve as the Nominating Committee) no later than
March 1.
Section 6.21
It shall be the responsibility of the Executive (Nominating) Committee
of the RAG to carefully review all of the nominees and then prepare the
final approved slate of nominees to fill the open Director (and Officer)
positions, for the email vote of the full Board of Directors.
The approved slate shall consist of no more than one individual
for each position that will become vacant on June 30.
The Chairman of the Nominating Committee shall submit the slate
to the Executive Secretary for publication to the full Board of
Directors. By March 10.
Section 6.22.
The approved slate of offices for election (Directors, as well as the
Chairman, Vice Chairman, Secretary, and Treasurer
if those positions are up for
elections) shall be submitted to the full Board of Directors by the
Executive Secretary no later than March 15
for their vote by email.
Board members shall vote on the entire slate as submitted (not
individual officers) with an “approve” or “disapprove” vote.
Section 6.22.1
Votes of the full Board shall be cast, by email, sent to the
Executive Secretary no later than
March 31.
Section 6.22.2
By March 31, if any of the
Officers or Directors have failed to vote, a simple majority of the
votes cast (based on a minimum quorum of 8 Board members) shall
constitute a valid election.
Section 6.22.3
The election results shall be certified by the RAG membership during the
annual meeting of the RAG held during the annual Rotary International
Convention following the RAG Board meeting.
Section 6.3.
A vacancy in a Director’s position, shall be filled by action of the
full Board of Directors. A
vacancy in the position of an Officer-elect, or Director-elect, shall be
filled by action of the sitting members of the full Board of Directors.
Section 6.4.
A Director or Officer may be removed from office for cause by a
two-thirds vote of the Board of Directors, or, by a two-thirds vote of
the membership.
ARTICLE VII - MEETINGS
Section 7.1.
An annual meeting of the membership shall take place during the annual
convention of Rotary International at which time the business of the
organization shall take place. The
exact date, time, and Location of the annual meeting of the members
shall be announced to the members at least
30 days prior to the meeting, and such date, time and
Location shall be set by the Executive Secretary based on the schedule
made available by Rotary International. The
date time and Location shall be posted on the RAG web site
at least 30 days prior to the meeting.
Section 7.2.
The annual meeting of the Board of Directors shall take place prior to
the annual meeting of the membership and shall be open to any member
on a space available basis.
The exact date, time, and
Location of the annual meeting of the Board shall be announced to the
members at least 30 days prior to the
meeting, and such date, time and location shall be set by the
Executive Secretary based on the arrival of the Board members prior to
the RI convention. The newly
elected Directors and Officers shall be pre-inducted at this meeting and
shall have voting authority at this meeting.
The date, time, and location for
this meeting will be posted on the RAG web site
at least 30 days prior to the meeting.
Section
7.3.
Special meetings of the Board of Directors may be called at any time by
the Chairman, by the Executive Secretary, 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.
Section 8.2.
Binding contracts shall be signed by any two of the following: Chairman,
Vice Chairman, Executive Secretary, and Treasurer.
Section 8.3.
Funds shall be deposited in a United States financial institution
approved by the Board of Directors.
Section 8.4.
Unless otherwise ordered by the Board of Directors, disbursements of the
action group’s funds shall be either by online banking by an approved
signer or by check, signed as follows:
Section 8.5:
Exhibiting
at RI Conventions and International meetings:
The decision as to whether to exhibit at the annual RI Convention or
other conventions and events shall be dependent upon the amount of funds
available in the treasury to cover all expenses related thereto
including: shipping, postage, paper, printing, carpet, furnishings,
electricity, internet, signage, booth supplies, etc.
Prior to deciding to exhibit at
any of these events, a thorough review shall be made of funds available
in the RAG treasury to insure there will be enough to cover all of the
exhibit costs. Reimbursement for
all administrative expenses related to exhibiting at various conventions
will be paid to the Executive Secretary or other approved RAG
representative upon providing receipts for all related expenditures.
This shall include but not be limited to:
shipping, postage, paper, printing, carpet, furnishings,
electricity, internet, signage, booth supplies, travel, transportation,
and hotel expense (if local hosting is not available).
ARTICLE IX - COMPLIANCE WITH RI POLICIES
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:
(a)
be composed of at least three members;
(b)
all members must be active Rotarians;
(c)
at least one member must be a Past District Governor
(d)
at least one member must have accounting and audit experience;
(e)
no current officers or directors may serve on the audit committee; and
(f)
all members of the committee must be selected by the action group at its
annual meeting in accordance with the procedures established by the
Rotarian Action Group.
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 the half 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.
CERTIFICATION STATEMENT
I
hereby certify that these bylaws were approved by the RAG Board of
Directors on May 20, 2011 and ratified by the membership
at the annual meeting of the RAG held on May 22, 2011 in New Orleans,
Louisiana, USA during the Rotary international Convention. Officer’s Signature: (Harriett Schloer)
Office: Executive Secretary
Date: May 22, 2011 |
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