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The Bylaws of
THE ROTARY CLUB OF SOUTH OKLAHOMA CITY, INC.

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.
(Note: Such leave of absence does operate to prevent a forfeiture of membership: it does not operate to give the club credit for the member’s attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorized under the provisions of the standard Rotary club constitution is not computed in the attendance record of the club.)
(b) Each committee shall transact its business as is delegated to it in these bylaws 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 act until a report has been made and approved by the board.(a) The president shall be an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.The nominations of officers and directors shall be presented by a nominating committee one month prior to the annual meeting. The nominating committee shall be appointed by the board two months prior to the annual meeting, shall be chaired by the president-elect, and shall consist of five members, two of whom shall be past presidents of the club. The nominations duly made shall be placed on a written ballot in alphabetical order under each office and the ballots shall be counted and the results announced at the annual meeting. No member may be nominated for more than one office. Campaigning for any elected position is strongly discouraged. Official ballots shall be provided to all members at least two weeks in advance of the annual meeting via email and/or mail. Completed ballots shall be returned to the club Secretary prior to the annual meeting. The nominees for president, vice-president, secretary, and treasurer receiving a majority of the votes shall be declared elected to their respective offices. The nominee for each directorship receiving the most votes shall be declared elected as director. The president elected in such balloting shall be the president-nominee and serve as a director 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 that year. The president nominee shall take the title of president-elect upon the election of a successor. All officers and directors so elected shall assume their respective office on the first day of July immediately following his or her election and shall serve for the period of his or her election or until his or her successor shall have been elected and qualified.ARTICLE 1 – DEFINITIONS
1. Board: The Board of Directors of this Club.
2. Director: A member of this club’s Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period that beings on 1 July.

ARTICLE 2 – BOARD
Section 1. The governing body of this club shall be the board of directors consisting of no fewer than twelve (12) members of this club, namely, no fewer than six (6) directors elected in accordance with ARTICLE 3, SECTION 1, of these By-Laws, and the president, president-elect (or president-nominee, if no successor has been elected), vice-president, secretary, treasurer, and the immediate past president. The directors shall be such as the Board or Rotary International shall determine are necessary.
Section 2. Except as herein otherwise specifically provided, the decision of the board of directors on all club matters shall be final, subject only to an appeal to the club. The board shall have general control over all officers and committees and may, for good cause, declare any office vacant. It shall constitute a board of appeal from the ruling of all officers and actions of all committees. Appeal may be taken from any decision of the board to the club. On such appeal the decision appealed from shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the board, a quorum being present, notice of such appeal having been given by the secretary to all members of the club at least five (5) days before such meeting.

ARTICLE 3 – ELECTION OF DIRECTORS AND OFFICERS
Section 1. The nominations of officers and directors shall be presented by a nominating committee one month prior to the annual meeting. The nominating committee shall be appointed by the board two months prior to the annual meeting, shall be chaired by the president-elect, and shall consist of five members, two of whom shall be past presidents of the club. The nominations duly made shall be placed on a written ballot in alphabetical order under each office and the ballots shall be counted and the results announced at the annual meeting. No member may be nominated for more than one office. Campaigning for any elected position is strongly discouraged. Official ballots shall be provided to all
members at least two weeks in advance of the annual meeting via email and/or mail. Completed ballots shall be returned to the club Secretary prior to the annual meeting. The nominees for president, vice-president, secretary, and treasurer receiving a majority of the votes shall be declared elected to their respective offices. The nominee for each directorship receiving the most votes shall be declared elected as director. The president elected in such balloting shall be the president-nominee and serve as a director 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 that year. The president nominee
shall take the title of president-elect upon the election of a successor. All officers and directors so elected shall assume their respective office on the first day of July immediately following his or her election and shall serve for the period of his or her election or until his or her successor shall have been elected and qualified.
Section 2. The officers and directors so elected, together with the immediate past president, shall constitute the board of directors elect. Within one month after their election, the board of directors-elect shall meet and elect some member or members of the club to act as sergeant-at-arms. If the board selects one member to serve as sergeant-at arms for the full year that person shall be a voting member of the board; if different members are selected to serve for a short period of time, that person shall be a nonvoting member of the board for the period of time they serve as sergeant-at-arms.
Section 3. A vacancy on the board of directors or any office shall be filled by the action of the remaining directors. A co-director may be appointed by a majority vote of the board of directors.
Section 4. A vacancy in the position of any officer-elect or director-elect shall be filled by the action of the remaining directors-elect. A co-director may be appointed by a majority of the board of directors elect.

ARTICLE 4 – DUTIES OF OFFICERS
Section 1. President. It shall be the duty of the president to preside at meetings of the club and the 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 director of the club and to perform such other duties as may be prescribed by the president or by the directors.
Section 3. Vice-President. It shall be the duty of the vice-president to preside at meetings of the club and of the 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, make the required reports to Rotary International, including the semiannual reports of membership, which shall be made to the general secretary of Rotary International on January 1st and July 1st of each year, and including prorated reports to the general secretary on October 1st and April 1st of each active 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 Rotary International, the monthly report of attendance at the club meetings which shall be made to the district governor immediately following the last meeting of the month, collect and remit to Rotary International subscriptions to The Rotarian, and perform such other duties as usually pertain to the office of secretary. Some or all of the duties of the Secretary may be delegated to an Executive Secretary employed by the club.
Section 5. Treasurer. Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the board monthly and 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. Some or all of the duties of the Treasurer may be delegated to an Executive Secretary employed by the club.
Section 6. Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the board.

ARTICLE 5 – MEETINGS
Section 1. Annual meeting. An annual meeting of the club shall be held on the first Friday in December in each year, at which time the election of officers and directors to serve for the ensuing year shall take place, unless an alternate date is set by the board of directors
Section 2. The regular weekly meetings of the club shall be held on Friday at 12:00 noon. Due notice of any changes in or canceling 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 the club consistent with the standard Rotary club constitution) in good standing in the club, on the day of the regular meeting, must be counted as present or absent. Attendance must be evidenced by the members’ being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution.
Section 3. A majority of the membership shall constitute a quorum at the annual and regular meetings of the club. Matters which require a vote of the membership shall be passed or denied based on a majority of those who vote.
Section 4. Regular meetings of the board of directors shall be held monthly on a date set by the Board. Any change in the meeting date or place shall be announced at two (2) regular meetings of the club in advance of the new meeting date. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.
Board members who are absent from two (2) consecutive board meetings or who are absent from more than three (3) board meetings in any Year without prior approval shall be deemed to have resigned from the board.
Section 5. A majority of the directors shall constitute a quorum of the board.

ARTICLE 6 – FEES AND DUES
Section 1. The admission fee shall be $50.00 to be paid before the applicant can qualify as a member.
Section 2. The membership dues shall be billed once per year on July 1st, and shall be paid in one of the following ways:
A. Semi-Annually in two payments. Payments must be made no later than July 31st and December 31st.
B. Annually, by July 31st.

Each member or prospective member must select ONE (1) payment method and notify the Treasurer of their selection. If no selection is made by the member, membership dues shall be payable on an ANNUAL basis. A member may change their payment structure once per year on the anniversary of their membership. Each payment method carries the understanding that a portion of each quarterly payment shall be applied to each member’s subscription to the RI official magazine. Dues are payable within thirty (30) days of the billing date. The Treasurer shall be responsible for notification to members whose dues are not timely remitted. Any member who becomes more than 60 days past due shall be notified that they will be dropped from membership if the amount owed is not brought current within thirty (30) days. Any member whose dues are not remitted after such notification shall be dropped from membership at the next regularly scheduled board meeting, unless that member has a payment plan approved by the board of directors.

ARTICLE 7 – METHOD OF VOTING
The business of this club shall be transacted by voice vote except that the election of officers and directors shall be conducted by written ballot. The board may determine that a specific resolution be considered by written or email ballot rather than voice vote.

ARTICLE 8 – AVENUES OF SERVICE
The Avenues of Service are the philosophical and practical framework for the work of this Rotary club. They are Club Service, Vocational Service, Community Service, International Service, New Generations, and such additional avenues of service as may be specified by Rotary International. This club will be active in each of the Avenues of Service.

ARTICLE 9 – COMMITTEES
Club committees are charged with carrying out the annual and long-range goals of the club based on the Avenues of Service. The president-elect, president and immediate past president should work together to ensure continuity of leadership and succession planning. When feasible, committee members should be appointed to the same committee for three years to ensure consistency. The president-elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and conducting planning meetings prior to the start of the year in office. It is recommended that the chair have previous experience as a member of the committee. Standing committees should be appointed as deemed necessary by the board.
(a) The president shall be an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.
(b) Each committee shall transact its business as is delegated to it in these bylaws 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 act until a report has been made and approved by the board.
(c) Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the board on all committee activities.

ARTICLE 10 – DUTIES OF COMMITTEES
The duties of all committees shall be established and reviewed by the president for his or her year. In declaring the duties of each, the president shall refer to appropriate RI materials.
Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the year. It shall be the primary responsibility of the president-elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals and plans for presentation to the board in advance of the commencement of the year as noted above.

ARTICLE 11- LEAVE OF ABSENCE
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. (Note: Such leave of absence does operate to prevent a forfeiture of membership: it does not operate to give the club credit for the member’s attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorized under the provisions of the standard Rotary club
constitution is not computed in the attendance record of the club.)

ARTICLE 12 – FINANCES
Section 1. Prior to the beginning of each fiscal year, the board shall prepare a budget of estimated income and estimated expenditures for the year, which shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by subsequent action of the board. The budget shall be broken into two separate parts: one in respect of club operations and one in respect of charitable/service operations.

Section 2. The treasurer shall deposit all funds of the club in some financial institution or institutions to be determined by the board of directors. The club funds shall be divided into two separate parts: club operations and service projects.

Section 3. All bills shall be paid only by checks signed by an officer of the club. If the amount of the bill is $500.00 or greater, the checks shall be signed by any two (2) officers of the club.

Section 4. Officers having charge or control of funds shall give bond as may be required by the board of directors for the safe custody of the funds of the club, cost of bond to be borne by the club.

Section 5. The fiscal year of the club shall extend from July 1st to June 30th, and for the collection of members’ dues, shall be divided into two (2) payments, due July 1st and December 31st or one (1) payment due by July 1st each year, The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st and January 1st of each year on the basis of the membership of the club on those dates.

ARTICLE 13 – METHOD OF ELECTING MEMBERS
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 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 standard Rotary club constitution. The board shall set any additional membership requirements as it deems necessary.
Section 3. The board shall approve or disapprove the proposal within 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 favorable, the prospective member shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, following which the prospective member shall be requested to sign the membership proposal form and to permit his or her name and proposed classification 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 bylaws, 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 the election, the president shall arrange for the new member’s induction, membership card, and new member Rotary literature. In addition, the president or secretary will report the new member information to RI and the president will assign a member to assist with the new member’s assimilation to the club as well as assign the new member to a club project or function.
Section 7. The club may elect, in accordance with the standard Rotary club constitution, honorary members proposed by the board.

ARTICLE 14 – RESOLUTIONS
No resolution or motion to commit the club on any matter shall be considered by the club until it has been considered by the board of directors. Such resolutions or motions, if offered at a club meeting, shall be referred to the board without discussion.

ARTICLE 15 – ORDER OF BUSINESS
Meeting called to order.
Introduction of visitors.
Correspondence, announcements, and Rotary Information.
Committee reports, if any.
Any unfinished business.
Any new business.
Address or other program features. Adjournment.

ARTICLE 16 – AMENDMENTS
These Bylaws may be amended at any regular meeting, a quorum being present, by a majority vote of all members present, provided that notice of such proposed amendment shall have been provided by mail, email, hand-delivery, or facsimile to each member at least ten days before such meeting. No amendment or addition to these by-laws can be made which is not in harmony with the standard Rotary club constitution and with the constitution and by-laws of Rotary International.
Approved by voice vote of the membership of the Rotary Club of South Oklahoma City this 27th day of January 2023, a quorum being present, with no dissenting votes.