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OFFICERS AND DIRECTORS
Among the important elements of any Rotary club and information every member should become familiar with, is the definition of your club’s officers and directors as set forth in the clubs governing documents…the club’s Constitution, and Bylaws.
Toward the end of the 2013 Rotary year we indicated a need to update and revise our existing documents which were outdated and in serious conflict with existing Rotary International guidelines, policies and practices. Our constitution was basically in place since the club was founded in 1956 and the bylaws last revision 1988.
What appears below are excerpts from both, showing the pertinent sections relating to officers and directors, as currently being reviewed by the existing directors and officers to ensure they comply with current RI requirements, meet proper legal and politically correct language, and are acceptable to meet future needs as we currently understand them. Once they are approved by the directors, they will be presented to the members for their review, comments and approval.
Of particular interest to our members is the definition of the club’s “Governing Body,” “Authority.” These have not always been clearly identified to our Rotarians and some confusion may exist among some of us.
Constitution of the Rotary Club of King of Prussia
Modified Sept. 10, 2013 and Oct. 2, 2013, final Draft Oct, 14, 2013, Most Recent Revision:
Article IX - Directors and Officers
Section 1 — Governing Body. The governing body of this club shall be the board constituted as the bylaws 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 the 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 shall be a president, the immediate past president, a president-elect, and a secretary, and may include one or more vice-presidents, all of whom shall be members of the board. The club officers shall also include a treasurer and may include a sergeant-at-arms, all of whom may be members of the board as the bylaws shall provide. Club officers shall regularly attend satellite club meetings.
Section 5 — Election of Officers.
Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. 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 has been duly elected and qualified.
Term of President. The president shall be elected as provided in the bylaws, 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 has been duly elected and qualified.
Qualifications. Each officer and director shall be a member in good standing of this club. A candidate for the office of president shall have served as a member of this club for at least one year prior to being nominated for such office, except where service for less than a full year may be determined by the district governor to satisfy the intent of this requirement. The president-elect shall attend the district presidents-elect training seminar and the district training assembly unless excused by the governor-elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect. If the president- elect does not attend the presidents-elect training seminar and the district training 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 presidents-elect training seminar and district training assembly or training deemed sufficient by the governor-elect has been duly elected.
The By-Laws of the Rotary Club of King of Prussia (As amended on 29 October, 2013, superseding the amendment of Sept. 1988) Definitions in the Bylaws are identical to those listed in the Constitution of the Rotary Club of King of Prussia
Article I - Officers and Directors
Section 1. Elected officers shall consist of a President, a President-elect, a First Vice President and (when required and approved by the Board, a Second Vice-president), a Secretary, and a Treasurer. The Board of Directors shall be composed of the above officers, the immediate Past President, Chairperson of the KOP Rotary Charitable Foundation and as many additional members as the Board of Directors approves for the following year. The total number of directors should be an odd number, but need not be. The Board of Directors shall determine the number of directors for the next Rotary year on or before the end of the calendar year (31 December.) Officers and directors shall serve for one year, except as provided in the Club Constitution. Directors can be reelected indefinitely. Directors’ appointments become effective with the Rotary calendar year can be reelected indefinitely.
Section 2, A Nominating Committee, appointed by the President subject to the approval of the Board of Directors, shall be announced not later than the first regular meeting of the Club in December. The Nominating Committee shall report its nominations for officers and directors by the third Monday of December to the editor of the Club Newsletter ("Krown Prints"), who will publish such nominations in the next issue. Additional nominations may be made from the floor at the next regular meeting. If more than the minimum number of candidates is nominated, election shall be conducted by secret ballot from 12:00 noon to 12:45 p.m. at the annual meeting of the Club. Candidates for officers receiving a majority of votes cast shall be declared elected to their respective offices, and the number of Board approved candidates for that year receiving the highest number of votes for director shall be declared elected to the Board of Directors.
Section 3. A vacancy in the Board of Directors for the current Rotary year, or any elective office, may be filled by the remaining directors, following agreement by the individual wishing to fill the vacancy, and approval of the officers and remaining directors.
Article II - Board of Directors
Section 1, The governing body of the Club shall be the Board of Directors, selected as set forth in Article I of these by-laws.
Section 2. The Board shall prepare an annual budget for the Club operations to be distributed or otherwise communicated to the Club as it deems appropriate, for comments and suggestions by the members. The annual budget shall be approved at a joint meeting of the incoming and outgoing Boards.
Section 3. The Board may establish such sub-committees as it deems appropriate, in
addition to those committees established by Section VII of these by-laws, to effectively and efficiently carry out its responsibilities.
Section 4. ( See footnote#1) A Director of the Club shall stand in a fiduciary relation to the Club and shallperform their duties as a Director, including those duties as a member of any committee of the Board upon which they may serve, in good faith, in a manner they reasonably believe to be in the best interests of the Club, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, a Director shall be entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared by any of the following:
One or more officers or members of the Club whom the Director reasonably believes to be reliable and competent in the matters presented.
Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.
A committee of the Board upon which such Director does not serve, duly designated in accordance with these By-Laws, as to matters within its delegated authority, which the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith having knowledge concerning the matter in question that would cause such reliance to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the Board, and individual directors may, in considering the best interest of the Club, consider the effects of any action upon members, suppliers, the community, or related organizations, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take action shall be presumed to be in the best interests of the Club. Officers and directors are expected to maintain confidentiality of all pertinent discussions and actions of the board. Failure to do so is a breach of the good faith in which directors and officers are vested by their appointment or election.
A Director of the Club shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless:
The Director has breached or failed to perform the duties of his office under this section.
The breach or failure to perform constitutes self-dealing, willful misconduct,
The provisions of this section shall not apply to:
The responsibility or liability of a Director pursuant to any criminal statue, or
The liability of a Director for the payment of taxes pursuant to local, State, or Federal law.
Article III - Duties of Officers
Section 1. The President shall preside at all meetings of the Club and of the Board of Directors, and perform such other duties as ordinarily pertain to this office.
Section 2. The President-elect shall preside in the absence of the President, and perform such other duties as the President or Board may instruct. The First Vice-President, or in his absence the Second Vice-President (should one be elected) shall preside in the absence of the President and President-elect.
Section 3, The Secretary shall keep current and past records of the membership, members' attendance at meetings, and send out notices of Board and committee meetings as required , and keep minutes of meetings of the Board and of Club Meetings and committee meetings as may be required. The Secretary shall make reports of membership and attendance to the District Governor and to Rotary International as directed by Rotary International Constitution, By-Laws, and policy. The Secretary may delegate portions of such responsibilities to the Sergeant-at Arms, Archivist or other members of the Club as appropriate.
Section 4. The Treasurer shall have the custody of all funds, and shall provide an accounting for same to the membership at the Annual Meeting of the Club and at such other times (such as a monthly basis) as directed by the Board. The Treasurer shall arrange for an annual audit of the treasurers' accounts, subject to the approval of the Board of Directors, and upon retirement from office shall turn over to the successor or to the President all books of account and Club financial records. Section 5, The Sergeant-at-Arms shall be appointed by the President with the approval of the Board, and the duties shall be such as are usually prescribed for such office and as may be further prescribed by the President or the Board.