BYLAWS for the Martinsville Rotary Club

Approved May 3rd, 2016
Revised December 10th, 2019

Article I – Election of Directors and Officers

Section 1 — At a regular meeting (November) two months prior to the meeting for election of officers (January), the presiding officer shall appoint a nominating committee whose responsibility it shall be to establish a slate of club members for president, president-elect, vice-president, secretary, treasurer, sergeant-at-arms, and 2 members of the Board of Directors. The 2 members for the Board of Directors shall be for a two-year term. The other 3 directors shall carry forward from the previous year.  The proposed nominations shall be presented to the board at the January  meeting. If approved by the board, the nominations shall be brought to the general membership at the next regular meeting of the club. At that time, nominations may also be made from the floor. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted on by the membership. The candidates for the above offices receiving a majority of the votes shall be declared elected to their respective offices. The president elected in such balloting shall serve as a member of the board as president-elect until their term of office begins on July 1^st.

Section 2 – The officers and directors so elected, together with the immediate past president shall constitute the Board of Directors.

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.

Article II – Board of Directors

The governing body of this club shall be the Board of Directors consisting of 12 members of this club, namely, 5 directors elected in accordance with Article I, Section 1, of these bylaws, the president, vice-president, president-elect, secretary, treasurer, sergeant-at-arms, and the immediate past president.

Article III  – 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. The president-elect shall attend training meetings provided by the District, including PETS and District Assembly.

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, make the required reports to RI, including the monthly report of attendance at the club meetings, and maintaining the club database.

Section 5 – Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for the 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 IV – Meetings

Section 1 — Annual Meeting. An annual meeting of this club shall be held on the first Tuesday in December in each year, at which time the election of officers and directors to serve for the ensuing year shall take place.

Section 2 — The regular weekly meetings of this club shall be held on Tuesday at 12:00 noon.

Section 3 – Due notice of any charges in or canceling of the regular meeting shall be given to all members of the club.

Section 4 – All members excepting an honorary member (or member excused by the Board of Directors of this club, pursuant to Article VIII, sections 2 and 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 fifty (50) 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, Article VIII, Section 1.

Section 5 – One-third of the membership shall constitute a quorum at the annual and regular meetings of this club, except as provided in subsection 2.020.4 of the RI bylaws.

Section 6 – Regular meetings of the board shall be held on the first Tuesday of each month.

Section 7 — 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 V – Fees and Dues

Section 1 – The membership dues shall be established by the Board of Directors at the beginning of each fiscal year, and payable quarterly on the first day of July, October, January, and April.

Section 2 — Members shall pay for the cost of their weekly meals, whether or not they attend.

Section 3— If the quarterly Rotary Dues are not paid within 45 days of the due date, the member will receive a notice of past due status that includes a statement of their account.  Members ninety days in arrears will receive another statement along with a letter asking the member to submit payment or respond in writing to the Treasurer how the delinquency will be paid.     The Board of Directors shall be informed of all accounts 90 days past due.  If an account should reach 120 days past due, the Treasurer shall bring all pertinent information before the Board of Directors.  At this point, a motion may be made to send the member a written request to resign from the club.  Failure to settle the account or reach accommodation with the Board by the next board meeting may result in a vote by the Board of Directors to terminate the membership of the member in default.

Section 4 – In case of hardship, the Board may elect to pay a member’s dues for up to two quarters.

Section 5 – Any Sustaining Memberships or other obligations/pledges to the Rotary Foundation not paid to the Club Treasury will not be submitted to the Foundation until such time as the funds have been received.

Article VI – Method of Voting

The business of this club shall be transacted by voice vote or ballot.

Article VII – Duties of Committees

Section 1.  Club Membership Committee. The role of the membership committee is to develop and implement an action plan for membership development. The responsibilities of the club membership committee are:

• Develop committee goals to achieve club membership goals for the coming year.
• Educate and train club members about the importance of recruitment and retention of members.
• Conduct classification surveys to ensure that club members’ occupations and businesses reflect current business and community needs.
• Develop a membership action plan to improve member satisfaction that involves surveying members and initiating changes in response to their feedback to ensure that the club remains relevant to its members.
• Conduct club assessments to ensure that membership development and retention efforts are successful.
• Work with the public relations committee to create a positive club image that is attractive to prospective and current members.
• Sponsor newly organized clubs in our district, if applicable.

Section 2. Club Rotary Foundation Committee.  The Rotary Foundation committee inspires our club to give to the Foundation and participate in its activities.  The responsibilities of the Rotary Foundation committee are:

• Promote Foundation grants and activities and help members participate in them.
• Inspire club members to give to The Rotary Foundation.
• Attend the grant management seminar to qualify your club for Rotary grants, or talk to your
• president-elect to determine who from your club will attend.
• Oversee the qualification process for Rotary global grants.
• Conduct inspirational Foundation-focused club programs at least four times a year.
• Work with your treasurer to manage any Rotary grant funds your club receives.
• Work with the service projects committee to develop and fund projects.

Section 3. Club Public Relations Committee.  The Club Public Relations committee makes sure that our club gets credit for the good it does in our community. The responsibilities of the Public Relations committee are:

• Create awareness of club activities and projects among club members, media, and the community.
• Support the work of the membership committee.
• Learn key points for talking about Rotary and use them when speaking in public.
• Use social media to promote awareness of Rotary and our club in the community.
• Make sure our club’s image is in line with Rotary’s public image.
• Share our club’s Rotary stories with the local media.
• Become familiar with Rotary’s public relations resources.

Section 4. Club Service Projects Committee.  The Club Service Projects committee helps our club meet real needs in our community and around the world. The responsibilities of the Service Projects committee are:

• Plan projects, carry them out, and evaluate them.
• Identify opportunities for signature projects that will increase your club’s recognition in the community.
• Work with other organizations, volunteers, and committee members to maximize the impact of
• your projects.
• Lead efforts to raise money for projects.
• Understand liability issues that affect your club projects and activities.
• Work with the public relations committee to promote projects.
• Collaborate with other clubs on projects.

Section 5.  Club Administration Committee.  The Cub Administration committee helps the club run smoothly.  The responsibilities of the Club Administration committee are:

• Plan our club’s meetings, assemblies, and other activities.
• Send member communications.
• Facilitate connections among club members.
• Take attendance.
• Maintain the club website and social media sites.

Article VIII – 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.  Members duly granted a leave of absence shall not be required to pay for meals.

The Club will pay dues for club members who are deployed on active duty military service.

(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 provision of Article VIII, Section 2 of the standard Rotary club constitution is not computed in the attendance record of the club.)

Article IX – Finances

Section 1 – The treasurer shall deposit all funds of the club in a bank to be named by the board.

Section 2 – All bills shall be paid only by checks signed by the treasurer. A thorough audit by a certified public accountant or other qualified person shall be made by June of  each year of all the club’s financial transactions.

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. The cost of any bond is 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 four (4) quarterly periods extending from July 1st to September 30, October 1 to December 31st, January 1st to March 31st and April 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. (Note: Magazine subscriptions for members joining during a semiannual period are payable upon invoice from the Secretariat.)

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.

ARTICLE X – Membership

Section 1.  Individual Membership

Membership in the Martinsville Rotary Club is by invitation.  We seek people who want to give back to the community, and who will be active in the initiatives and activities of the Club.  Members either reside or work in the Greater Martinsville area.  Members are expected to regularly attend the weekly meetings, and to live by the Four-Way Test.

Section 2.  Institutional Membership

Recognizing the growing importance that businesses place on institutional social responsibility, the club has created an institutional membership option. Instituions can take part in projects that give back to the community through Rotary’s well-organized structure.

The Martinsville Rotary Club offers an institutional membership program for businesses, professional practices, government entities, and educational institutions.

1. Qualifications. The employees of any institution are eligible for institutional membership in the Martinsville Rotary Club.
2. Members. Subject to the approval of the club’s board, the institution designates an employee to serve as primary member of the Martinsville Rotary Club and may appoint up to two people to be alternate members.  All prospective appointees, both primary and alternate, must be approved by the Martinsville Rotary Club as per Article XI.
3. Attendance. Attendance and participation requirements of the club may be met by any of the members. All members (primary and alternates) are entitled to attend any regular meeting of the club or any other Rotary club as determined by the club.
4. Dues. Dues for the institution are the same as Individual dues.  Should more than one institutional member attend the same Rotary meeting, the additional members will be required to cover the cost of their meals.
5. RI registration. Primary institutional members for whom RI dues have been paid are registered as active members in Rotary’s database. They will be listed as official members of the club and noted in the roster as primary institutional members of the named business. Alternate institutional members for whom RI dues have not been paid are not listed on the club roster in Rotary’s database.
6. Votes and quorum. For the purpose of general meetings and club matters, the primary institutional member is eligible to vote. Since the corporation has one primary member that is reported as an active, RI dues-paying member, it will have only one vote which will be made by the designee attending the meeting at which the vote is taken.
7. Holding office. Any RI dues-paying member listed in Rotary’s database, which includes the primary institutional member, is eligible to hold office. Alternates who do not pay RI dues are not eligible.

Article XI – 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, through the club secretary. The proposal for the time being shall be kept confidential. A transferring or former member of another club may be proposed to active membership by the former club.

Section 2 – The board shall ensure that the proposal meets all the membership requirements of the club by-laws.

Section 3 – The board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the proposing member, through the club secretary, of its decision.

Section 4 – If the decision of the board is favorable, the prospective member shall be contacted by the proposing member and informed of the purposes of Rotary and of the privileges and responsibilities of membership by the proposing member, following which the prospective member shall he requested to sign the membership proposal form and to permit his or her name to be  released 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 release of information about the prospective member, that person, shall be considered to be elected to membership.

Section 6 – 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, shall be considered to be elected to membership.

Section 7 – Following the election, the president shall arrange for the induction of the new member; the club secretary shall report the new member to RI; and the club shall provide appropriate literature for presentation at the induction and the sponsor shall assist the assimilation of the new member.

Article XII – Resolutions

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 XIII – Order of Business

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

Article XIV – Amendments

These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of RI.

Amendment I

(This was adopted by the board at the December 1995 board meeting and passed by the Club Members on January 9, 1996. Paragraph 5 amended 2006 to include the Morgan County Veterans’ Memorial.)

The Rotary Club of Martinsville hereby agrees to design, erect and maintain highway greeting signs at the main entrance to the city. It will be the responsibility of this club to ensure that the sign be properly maintained, cared for and controlled, on a continuing basis, to ensure their beauty and longevity.

A committee known as the “Sign Committee” will be appointed by the club’s president and will oversee and be responsible for fulfilling this obligation.

It is proposed that these signs shall be landscaped with appropriate flowers, shrubs and other plants and the maintenance of this landscaping be performed by a professional landscaper.

Funding for these signs and maintenance will be provided by solicited monies from local civic, service, fraternal and other organizations, and/or from special fund drives or projects the club will sponsor.

Plaques of local fraternal organizations and service clubs may be placed on these signs. They will be limited to local chapters of national and international organizations that meet at least monthly at the same location. Exceptions to this will be the Morgan County Foundation and the Morgan County Veterans’ Memorial. In the case of organizations that have sub-organizations within their makeup, only one sign may be placed. At present there will be a limit to thirteen signs, these organizations are: (1) Rotary, (2) Lions, (3) Kiwanis, (4) Morgan Co. Foundation, (5) Sertoma, (6) Elks, (7) Moose, (8)Masons, (9) Knights of Columbus, (10) lOOF, (11) American Legion, and (12) VFW, and(13) Morgan County Veteran’s Memorial. Each organization may have a representative on the sign committee.

RESTRICTIONS: There will be no other signs added anywhere on these signs or in the landscaped area. There will be no political or personal signs, such as a person or person’s name associated with a position, personal accomplishment or political office.  Any changes to these restrictions may be made solely by the Rotary Club of Martinsville, but with consultation with other contributors, allowing their input.

SIGN MAINTENANCE: The Sign Committee shall take bids, reviewed on a yearly basis, and contract with a professional landscape organization to maintain the beauty of the sign area. This maintenance shall include planting of trees, shrubs, flowers and other plants, mowing, watering, fertilizing, trimming, deadheading annuals and controlling disease and insects to maintain its good appearance, The yearly contract shall be reviewed after the growing season and before spring in order to have contracted with the landscaper to perform the required maintenance from mid-April through mid-October of each year (six months). This maintenance agreement has been entered into (August 8, 1993) with the State of Indiana, Department of Transportation, to allow us free access to their right-of-way for these sign placements.