Bylaws of the Rotary Club of West Bay (Camden), Maine
(Version: Revision 6, dated May 14, 2020)
These are the Bylaws of the Rotary Club of West Bay (Camden). These Bylaws and our Club Constitution serve as the guiding documents for West Bay Rotary, and any Satellite Clubs sponsored by West Bay Rotary.
Article 1 Definitions
1. Board: The Club’s Board of Directors
2. Director: A member of the Club’s Board of Directors
4. Quorum: The minimum number of participants who must be present when a vote is taken: one-third of the Club’s members for Club decisions and a majority of the directors for Club Board decisions
5. RI: Rotary International
6. Satellite Club: official name is the “Rotary Satellite Club of West Bay, Sunset”
7. Vice President: also known as President-Elect-Elect of Club
8. Year: The 12-month period that begins on 1 July
Article 2 Board of Directors
Section 1 – The governing body of this Club shall be the Board of Directors, consisting of the President, President-Elect, Vice President, Secretary, Treasurer, Sergeant-at-Arms, the Immediate Past President, the Chair of the Satellite Club, and the standing Committee Chairs, appointed by the President, as described in Article 8. Also, this Board of Directors may elect other members to itself on a year-to-year basis, as it sees fit.
Section 2 – Regular meetings of the Board shall be held on the first Wednesday of each month, at the time set by the Club’s President. 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 3 – A majority of the Board members shall constitute a Quorum of the Board.
Section 4 – Written minutes of all Board meetings shall be made available to all Club members. Such minutes should be available to all within 30 days of said meeting.  Additionally, all appendices filed with the official records of the minutes shall be made available to any member upon request, except any materials that are deemed by the Board to be confidential or proprietary may be excluded.
Section 5 – Resolutions. The Board shall have the final say on any resolutions or commitments of the Club. Any issues brought up during Club meetings are for discussion only, and shall be referred to the Board for appropriate action.
Section 6 – Officers of the Satellite Club. In accordance with the Memorandum of Understanding (MOU) created by West Bay Rotary with the Satellite Club (refer to Appendix 2 to this document), the Satellite Club shall establish its own Board, who will be responsible for the day-to-day operations and management of the Satellite Club.  They will elect annually a Chair, Secretary and Treasurer to manage its business, and its Board will include its Past Chair and Chair-Elect, as well as other Directors named to the Satellite Club’s Board. The Satellite Club’s Chair (or their designee, if unable to attend) will attend all West Bay Board meetings to provide status of Satellite Club’s plans and activities, and will be a voting member of the West Bay Rotary Board. The West Bay Rotary Board, as the Sponsoring Club, has the final authority when there are disagreements.
Article 3 Elections and Terms of Office
Section 1 – Election of Officers. The Past President’s Committee (refer to Article 8) is responsible for nominating a slate of officers for the following year. Any and all Past Presidents, in addition to the President-Elect, and the presiding President, shall constitute the Nominating Committee. The Immediate Past President shall assume the responsibility as the Chair of the Nominating Committee each year. During the first quarter of the Rotary year (July thru September), he/she will schedule the first Committee meeting for an October date to prepare the nominees list for presentation to the membership at the first November meeting of the Club. The presiding officer (President or his/her designee) shall hold an election during the first meeting in December at which the slate of officers shall be voted on. At the time of election, other nominations from the floor shall be accepted. The officers to be voted on consist of President-Elect (to become President in approximately one and one-half years), Secretary, Treasurer, Vice President, and Sergeant-at-Arms. See Appendix 1 for a recommended sample ballot.
Section 2 – Each candidate for an officer position shall be a member in good standing at the time of election, per the Club’s Constitution.
Section 3 – The candidate who receives a majority of the votes for each office is declared elected to that office.
Section 4 – If any officer or Board member vacates his or her position, the remaining Board members will appoint a replacement.
Section 5 – If any officer-elect or director-elect vacates a position, the remaining members of the Board-elect will appoint a replacement.
Section 6 – Except for the President-Elect, 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.
Section 7 – The President shall be elected as provided in Section 1 above, and will serve as the President-Nominee upon election (per Article 11, Section 5(b) of Club Constitution). The nominee shall take the title of President-Elect on 1 July in the year prior to taking office as President. The President will take office on 1 July and shall serve a period of one (1) year. The President’s term can be extended for up to one additional year when their successor has not yet been selected.
Article 4 Duties of Officers
Section 1 – The President. It shall be the duty of the President to preside at all meetings of the Club and Board, and to perform other duties as ordinarily pertain to the office of the President. Upon retirement from office, the President shall turnover to their replacement (President-Elect) all appropriate records and Club property.
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 other duties as may be prescribed by the President or the Board.
Section 3 – Immediate Past President. It shall be the duty of the Immediate Past President to serve as a Director on the Board, and to serve as Chair of the Nominating Committee, as described in Article 3, Section 1.
Section 4 – Secretary. It shall be the duty of the Secretary to keep records of membership; record the attendance at Club meetings; record and preserve the minutes of Board of Directors meetings; make the required reports to Rotary International, 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 (or at other times as established by the Board); report of changes in membership (which shall also 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 within fifteen (15) days of the last meeting of each month); collect and remit to Rotary International subscriptions to the Rotarian Magazine; and perform other duties as usually pertain to the office of the Secretary. Upon retirement from office, the Secretary will submit all pertinent records and Club property to their replacement or to the President.
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 of the Board, and to perform such other duties as pertain to the office of the Treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or the President, all funds, books of accounts or any other Club property.
Section 6 – Vice President. The Vice President (also known as the President-Elect-Elect) shall be a member of the Board, serve as assistant to the President and President-Elect, and carry out such functions as the President or Board may assign. During their Rotary year as the Vice President, they shall also be the Chair of the Club Administration Committee.
Section 7 – Sergeant-at-Arms. The Sergeant-at-Arms shall be a member of the Board, shall maintain order in Club meetings, and carry out such functions that the President may assign. Upon retirement from office, the Sergeant-at-Arms shall turnover all associated records and Club property to their replacement.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this Club shall be held on the first Thursday of December in each year, at which time the election of officers to serve for the ensuing Rotary year shall take place. This meeting shall also include the Club’s mid-year financial report with current and prior year income and expenses.
Section 2 – Weekly Meeting. The regular weekly meetings of this Club shall be held on Thursday at 07:30am and shall be one hour long. Due notice of any changes in meetings, scheduling of additional meetings, or cancelling of the regular meeting shall be given to all members of the Club. All members, excepting honorary members, or members excused by the Board of Directors (pursuant to Article 12, Section 3 of the Club’s Constitution), on the day of the meeting must be counted as present or absent, and 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 Club’s Constitution, Article 10, Section 1. Rotarians can makeup an absence from their meetings within the same Rotary year.
Section 3 – 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.  Additional guidance on this subject is provided in Article 10 of the Club’s Constitution.
Section 4 – Rule of 85 for Attendance. Club members may be excused from attendance at weekly meetings, if two conditions are met: (a) they have been a member of one or more Rotary clubs for at least twenty (20) years, and (b) their years of total club membership plus their age equals at least 85.
Section 5 – Order of Business for Weekly Meeting. The following shall be the preferred order of business for each weekly meeting of the Club:
-Meeting called to order
-Flag salute and song
-Introduction of visiting Rotarians and Guests
-Address or other Program feature
-Committee reports, if any
-Rotary information
-Other business
The presiding officer (President or his/her designee) may amend the order of business when circumstances warrant in order to prioritize Club business.
Section 6 – Club Assembly. Club assemblies shall be held at least four (4) times a year, and may be held in place of regular meetings. Instead of a program speaker, business of the Club shall be discussed. Committee Chairs shall give reports, as appropriate, and all Club members will be given an opportunity to voice their views.
Section 7 – Minutes of Club Meetings and Club Assemblies. Written minutes shall be made available for all Club meetings and Club assemblies, and shall be distributed by means defined by the Board. Such minutes should be available to all members within fourteen (14) days of said meeting or assembly. Additionally, all Appendices filed with the official records of the minutes shall be made available to a member upon request, except materials that are deemed by the Board to be confidential or proprietary may be excluded from distribution.
Article 6 Fees and Dues
Section 1 – The admission fee for new Rotarians shall be determined by the Board of Directors. It is to be paid before the applicant can qualify as a member of the Club. The fee is waived for transferring members.
Section 2 – The membership dues shall be determined by the Board of Directors, and are payable quarterly on the first day of July, October, January and April (or sooner, at the member’s discretion). Annual dues include a subscription to the Rotarian magazine, Rotary International (RI) and District per capita dues, Club fees, and any other RI or District per capita assessments.
Section 3 – The Club shall pay RI and District per capita dues semiannually, or on such dates as established by the Board. The Club shall also pay each year to RI for each of its members additional per capita dues of US$1.00 or such other amount, as determined by RI, sufficient to pay for the projected expenses of the next scheduled council on legislation and council on resolutions.
Section 4 – Official Magazine Subscription. Each member of the Club shall become a paid subscriber to the official magazine for the duration of membership. Two Rotarians residing at the same address have the option to subscribe jointly to the official magazine. Such subscription shall be collected by the Club from its members and forwarded to RI on behalf of the member. Each member shall have the option to receive a printed copy by mail or an electronic copy via the internet. The subscription shall be paid per Article 15 of the Club’s Constitution and Article 9 of its Bylaws.
Article 7 Method of Voting
The business of the Board will largely be conducted by voice vote or show of hands, with use of electronic or internet voting allowed.
The following positions will be the Voting Members of the Board: President, Immediate Past President, President-Elect, Secretary, Treasurer, Vice President, Sergeant-at-Arms, Satellite Club Chairperson, and the Chairs of the Club’s Standing Committees (defined in Article 8, Section 4).
While these are the only voting members, they will seek input from other Club members, so that informed decisions are continually made for the betterment and future of the Club.
If one of the voting members is absent from a Board meeting, that voting member may provide a written proxy to the President, identifying another Board member to serve and vote for their position during the length of the absence.
The business that is brought to the Club’s Membership, by the President directly or from the Board’s actions, will also largely be conducted by voice vote or a show of hands (including the use of electronic or internet voting). The Board may also provide a ballot for a vote on some resolutions (such as in the event there are multiple candidates for an officer position (Appendix 1 provides a sample ballot format)). For RI and District business that comes before the Club, our Club’s voting strength is determined by the number of members on our 1 July Club Invoice.
Article 8 Club Committees
Section 1 – Club committees coordinate their efforts to achieve the Club’s annual and long-term goals.
Section 2 – The President is an ex-officio member of all committees, and, as such, has all the privileges of membership.
Section 3 – Each Committee’s Chair is responsible for the regular meetings and activities of the committee, supervises and coordinates the work, and reports to the Board on all committee activities. Each Committee Chair is expected to be present at all Board meetings to support Club planning and provide overall status of their Committee activities. When requested by the President, the Chair (or his/her designee) shall provide written status reports on all committee activities. Upon retirement, the Chair shall provide all records of their committee’s actions to their replacement.
Section 4 – The Club shall have standing committees, as defined by the Club’s Constitution and this document, and as detailed in the West Bay Rotary Club Policy and Committee Organization Document. This document and the overall number of committees may be revised, expanded, or consolidated by approval of the Board, as appropriate, on a year-to-year basis.
The following Standing Committees will exist, at a minimum (in accordance with the RI’s Manual of Procedure (denoted by asterisk) and the Club’s Constitution):
  • Club Administration*
  • Membership*
  • Public Image*
  • Rotary Foundation*
  • Service Projects* (Community Service)
  • Vocational
  • Youth Exchange
  • International Programs
  • Sponsorship
  • Fellowship
Many of the Committees listed above also include important Subcommittee activities (e.g., Foundation Committee will contain the Polio Plus Subcommittee). The full breakdown of the Club’s Committees and Subcommittees will be detailed in the West Bay Rotary Club Policy and Committee Organization Document.
Each Committee/Subcommittee activity will need to be coordinated by the respective Chair. Each Committee Chair is expected to be present at all Board meetings to support Club planning and provide overall status of their Committee activities.
Section 5 – The Chairs of all Standing Committees (and associated Subcommittees) are appointed by the President Elect, but only the Chairs of the Standing Committees are considered to be voting members of the Board. It should be noted that if Co-chairs are identified for a specific Committee, then that Committee will still only have one (1) vote on the Board.
Section 6 – Past Presidents Committee. The members of this committee shall consist of Club members who have previously been Presidents of this or any Rotary club. This committee will serve as the nominating committee (per Article 3, Section 1), and at the request of the current President for whatever purposes deemed fitting.
Article 9 Finances
Section 1 – The Treasurer shall deposit all funds of the Club in some bank to be named by the Board. The Treasurer is responsible for providing the Board, in writing on a monthly basis, the financial status of the Club.
Section 2 – All bills shall be paid only by checks signed by the Treasurer or authorized officer. A thorough audit by a Certified Public Accountant (CPA) or other qualified person may be made at the discretion of the Board.
Section 3 – 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 quarterly periods (extending from July 1st, October 1st, January 1st, and April 1st). The payment of RI and District per capita dues, and Rotarian magazine subscriptions to RI shall be made on July 1st and January 1st of each year, based on the membership of the Club on those dates.
Section 4 – Prior to the beginning of each fiscal year (July 1st), the President-Elect, working with their incoming Board of Directors (Board-Elect), shall prepare a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board Elect, shall stand as the limit of expenditures for the respective purposes, unless ordered by action of the Board.
Section 5 – Club members shall receive an annual financial statement of the Club early in July (for the prior Rotary year), as well as a mid-year financial report which shall be provided at the Club’s Annual Meeting in December. It is recommended that copies of the financials are sent to all Club members in advance of these meetings for their review to maximize discussion time at these meetings.
Article 10 Method of Electing Members
Section 1 – Qualifications for Membership. The only mandatory qualifications for membership are that prospective Rotarians must be adults, who have demonstrated good character, integrity and leadership; have a good reputation in their business, profession and community; and be willing to serve in their community and around the world. Also, any prospective member who owe money to a Rotary club are not eligible for membership, until resolution of said debt. The Board must confirm that transferring or former Rotarians seeking membership do not have any outstanding debt to their previous club.
Section 2 - Active Members. The name of a prospective member may be proposed by an active member of the Club. A transferring or former member of another club may also be proposed for membership by the former club. The proposal shall be handled in accordance with policy established by the Board of Directors, and in accordance with the Club’s Constitution, Article 8. The initial proposal shall be kept confidential, so that the Board can determine that the proposed member meets all of Rotary’s membership requirements. The Board will vote to approve or reject the candidate’s membership. If the decision of the Board is favorable, the prospective member is educated about Rotary and membership requirements, and is asked to allow his/her name and proposed classification to be conveyed to the Club members. If no member of the Club submits a written objection including the reasons for the objection, to the Board within seven (7) days after the Club members are notified of the prospective member, that person, upon payment of the admission fee, is considered to be elected to membership. If an objection has been filed with the Board, the Board will review the objection and take a second vote at its next meeting. If approved despite the objection, the proposed member is elected to membership after admission fee payment.
Section 3 – Honorary Members. The Board may elect honorary members at its discretion, following the processes defined in the Club’s Constitution (Article 8, Section 6).
Article 11 Smoking Policy
In recognition of the deleterious effect upon personal health (and in accordance with RI’s Bylaws, section 2.040), individual Club members and their guests are encouraged to refrain from smoking during all Club meetings and Club assemblies, as well as all Club events organized in the name of West Bay Rotary and Rotary International.
Article 12 Amendments
These Bylaws may be amended at any regular Club meeting or Club assembly. Changing the Club Bylaws requires sending written notice or email, to each member 10 days before the meeting, having a quorum present for the vote (defined as one-third (1/3) of the membership being present), and having two-thirds of the votes support the change. Changes to these Bylaws must be consistent with the Club’s Constitution (which is in accordance with the Standard Rotary Club Constitution), the RI Constitution and Bylaws, and the Rotary Code of Policies.
Appendix 1
West Bay Rotary Club
Annual Election Ballot
  For Rotary Year 20__- 20__
President-Elect ________________ and the Past Presidents Committee have approved the following slate of Officers for your review and election consideration for the forthcoming Rotary year. Club members may also nominate candidates from the floor for any of the following offices if they so desire.
In choosing a President-elect, you are electing a president for the Rotary year two years in the future. Therefore, there is no need for a “president” to be elected on this slate. This is a practice common at all levels of Rotary organization to enable the individual sufficient time to prepare for the position.
                           Recommended Slate for 20__- 20__
Designate your                        vote in favor by entering “X”
            President-Elect: ___________________________        _______
            Secretary:____________________________        _______
Treasurer: ____________________________        _______    
            Vice-President:  ___________________________        _______
Sergeant-at-Arms:_____________________________     ______
      Or enter one “x” for all candidates as shown above:        ________
Appendix 2 (2 pages)
This Memorandum of Understanding (MOU) is entered into by and between: West Bay Rotary (Sponsor), and Rotary Satellite Club of West Bay, Sunset (Satellite). 
A. Purpose. This MOU is intended to clarify the roles and responsibilities of each of the above-mentioned entities as it relates to collaboratively sponsoring a satellite Rotary club in Camden, Maine. 
B. Roles and Responsibilities. 
The Satellite Club agrees to: 
• Maintain a minimum of 8 active members 
• Meet bi-weekly at minimum. 
• Uphold the privileges and obligations of Rotary membership 
• The Satellite and Sponsor Club are permanently linked as the members must maintain membership in Sponsor Club. That tie can only be broken if the Satellite Club charters as an independent club or disbands. 
• The Satellite Club does not have any direct official business or contact with Rotary International, Rotary District 7790 or the District Governor. All official Rotary business is facilitated through the Sponsor club. 
• The Satellite Club and its officers do not have access to Rotary Club Central. Individual members will be able to access "My Rotary - member access". 
• The Satellite Club shall establish its own Board and club officers. The Board should comprise of a Chair, Immediate Past Chair (after one year), Chair Elect, Secretary, Treasurer as well as other Directors as required. The Board will be elected annually by the Satellite Club members and be responsible for the day- to-day organization and management of the club. The board of the sponsor club has the final authority when there are disagreements. 
• Maintain a good relationship with the sponsor club and abide by its decisions. 
• The Satellite Club may establish a constitution and bylaws, abide by the Constitution and Bylaws of Rotary International and by the Standard Rotary Club Constitutions of the sponsor club. Until such time that the Satellite club has a constitution and bylaws, they will abide by those of the Sponsor club. 
• The dues charged by the Satellite Club must be set with the advice and approval of Sponsor club Board. 
• Promptly apprise the sponsor club of all membership changes. The sponsor club will invoice satellite members for Rotary International and 7790 District per capita dues on a quarterly basis. 
• Provide the sponsor club with all reports required by the Standard Rotary Club Constitution. 
West Bay (Camden) Club agrees to: 
• Devise a special induction ceremony to recognize the unique relationship between the Sponsor and Satellite Clubs and their members. 
• Welcome and support the officers of the Satellite Club. The Satellite Club Chair or designee will have a position on the Sponsor Club board. 
• Support and mentor the Satellite Club and its members. 
C. Reporting Requirements. 
The Satellite Club shall submit a complete annual report to the Sponsor Club reporting on its membership, activities and programs. The Satellite Club shall submit a financial statement and audited accounts for inclusion in the Annual Meeting. The Satellite Club will provide any other report as may be reasonably required from time to time by the Sponsor Club. 
A Satellite Club officer shall attend monthly Board meetings of Sponsor club and will be a non-voting member of the sponsoring club boards. 
D. Timeframe. This MOU will commence on October 25, 2018 and will dissolve upon charter or dissolution of the Satellite club. 
Rotary Satellite Club of West Bay (Camden) Sunset, Maine, USA 
____________________________ Cindy Allen, Chair 
Rotary Club of West Bay (Camden), Maine, USA 
_________________________ Mary Sargent, President 
Revision History:
  1. These Bylaws were previously approved on January 22, 2004.
  2. This copy of the Bylaws is a revision of those approved on April 13, 2006.
  3. This is a revision of the Bylaws previously approved on January 5, 2011.
  4. This is a revision of the Bylaws previously approved on April 4, 2013.
  5. This is a revision of the Bylaws previously approved on July 3, 2014. The purpose of this revision is to conform with the Rotary International’s Manual of Procedure, 2016 version, which allowed West Bay Rotary to update both its Club Constitution and Bylaws.
  6. This is a revision of the Bylaws previously approved on June 8, 2017. The purpose of this revision is to conform with Rotary International’s Manual of Procedure, 2019 version, which includes an updated Club Constitution and select updates/changes to our Club Bylaws. It also incorporates required information concerning the creation and sponsorship of the Rotary Satellite Club of West Bay, Sunset (including the associated MOU as Appendix 2).
This document is an accurate copy of the Rotary Club of West Bay (Camden)’s Bylaws, as approved by a vote of its membership on May 14, 2020.
Signed: __________________________________President