BY-LAWS OF THE ROTARY

CLUB OF ALAMOGORDO,NEW MEXICO

INCORPORATED

Article l
Election of Directors and Officers
Section 1: At the regular meeting on the third Wednesday of October, the presiding officer shall call for nominating committee to read to the club the list of nominees chosen by it. Immediately following the reading, the presiding officer shall call for nominations from the floor. All nominations shall be placed alphabetically on the ballot for the election of officers, which shall be presented to the members at the regular meeting for the election of officers, which shall be the third Wednesday in December. The candidates receiving a majority of votes for each respective office shall be declared duly elected. Any individual elected to one of the six directors’ positions shall be ineligible to serve again in such capacity at the conclusion of the elected term until one full term has intervened.

The officers and directors to be elected shall be vice-president/president elect, and two directors, the directors to be elected for three year terms. The two candidates for director receiving a majority of the votes shall be declared elected as directors. The vice president/president elect elected in such balloting shall serve as a member of the board as vice
president/president elect 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 the year of service on the board as
president-elect. Newly elected directors shall assume office the first of July following said balloting.

Section 2: The president, vice president/president elect, immediate past president, and the directors so elected, as well as the secretary and treasurer shall constitute the board of directors. Within one week after election the board of directors-elect shall meet and may appoint a member sergeant-at-arms.

Section 3: A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.

Article II
Board of Directors

Section 1: The governing body of this club shall be the board of directors consisting of eleven members of this club, namely, six directors elected in accordance with Article I, Section 1 of these by-laws. Other members constituting the board of directors are the president, the vice president/president elect, the immediate past president, the secretary
and the treasurer.

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 duties as ordinarily pertain to the office of president.

Section 2: Vice President/President Elect. It shall be the duty of the vice president/president elect to preside at meetings of the club and board of directors in the absence of the president and to perform such other duties as
ordinarily pertain to this office.

Section 3: 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, to record and preserve the minutes
of such meetings, to make the reports of membership which shall be made to the general secretary of Rotary International on January 1st and July 1st of each year, 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, to collect and remit to Rotary
International subscriptions to the Rotarian and to perform such other duties as usually pertain to the office of secretary.

Section 4: 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 by the board and to perform such other duties as pertain to the office. Upon retirement from office, the treasurer shall turn over to a successor or to the president, all funds, books of accounts or any club property possessed by the treasurer at the time of retirement from office.

Section 5: Sergeant-At-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for the office and such other duties as may be prescribed by the president or the board.

Section 6: Executive Secretary. The club secretary may, with the approval of the board of directors, employ an executive secretary, who shall be paid at an annual rate to be established annually by the board of directors payable the last day of each month. The executive secretary shall assist the officers of the club by performing such functions within their areas of responsibility as directed, and any other duties that may be assigned.

Article IV
Meetings

Section 1: Annual Meeting. An annual meeting of this club shall be held on the third Wednesday in December, in each year, for the election of vice president/president elect, and two directors to serve the ensuing year.

Section 2: The regular weekly meetings of this club shall be held on Wednesdays at 12:05 p.m. Due notice of any changes in, or canceling of the regular meeting, shall be given to all members of the club.

Section 3: One third of the membership shall constitute a quorum at the annual and regular meetings of this club.

Section 4:

*1 Regular meetings of the board of directors shall be held the second Wednesday of each month, time and place to be determined by the president.
*2 Special meetings of the board of directors shall be called by the president whenever deemed necessary, or upon the request of two members of the board, due notice having been given.

Section 5: A majority of the board members shall constitute a quorum of the board.

Article V
Fees and Dues

Section 1: The admission fee shall be established annually by the board of directors and shall be paid before the applicant can quality as a member.

Section 2: The membership dues shall be established annually by the board of directors.

Article VI
Method of Voting

The business of this club shall be transacted by viva voce vote except the election of officers and directors which shall be by ballot.

Article VII
Committees

Section 1: a. The president shall, subject to the approval of the board, appoint the following standing committees:

Club Service Committee
Vocational Service Committee
Community Service Committee
International Service Committee

b. The president shall, subject to the approval of the board, also appoint such other committees as he/she may deem necessary for particular phases of Club Service, Vocational Service, Community Service, and International Service.

c. The club Service committee, Vocational Service Committee, and Community Service Committee and the International Service Committee shall each be the responsibility of at least one director in charge, and committees within the purview of such committees additionally appointed by the president shall consist of a chairperson or co-chairpersons and not less than two {2) other members named by the president from the membership.

d. The president shall, subject to the approval of the board, appoint committees that in their charge cover at the minimum the following phases of club service: Attendance, Club Membership Development, Program, Public
Relations and Vocational Service, as well as committees charged with Rotary Information and Long Range Planning and shall appoint any other committees that he may deem necessary for the internal administration of club affairs.

e. Where feasible and practicable in the appointment of club committees, there should be provision for continuity of membership.

f. The committees charged with Rotary Information and Rotary Foundation shall consist of a minimum of three members.

g. The committee charged with the magazine shall, wherever feasible, include the editor of the club publication and a local newspaper or advertising member of the club.

h. The president shall also appoint one member of the board who shall be responsible for all club service activities appointed on particular phases of club service.

i. The president shall be ex officio a member of all committees.

j. Each committee shall transact such business as is delegated to it in the by-laws 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 take action until a report has been made to the board and approved by the board.

Article VIII
Duties of Committees

Note: As the president may see fit to rename committees containing duties as enumerated below, the required duties are listed for the committee charged with the responsibility, and the sub committee or committees encompasses the
committee(s), regardless of name, charged with the duty as enumerated. All committees for the Board year serve at the pleasure of the president and the board of directors, and remain responsible to the president and the board.

Section 1: Club Service. Devise and carry into effect plans which will guide and assist the members of the club in discharging their responsibilities in matters relating to club service. The chairpersons of committees charged with club service shall be responsible for regular meetings of such committees and shall report to the board on all club service activities within the purview of such committees.

Section 2: Community Service. Devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in their community relationships. The chairpersons of committees charged with community service shall be responsible for community service activities of the club and shall supervise and  coordinate the work of their particular committees.

Section 3: International Service. Devise and carry into effect plans which will guide and assist members of this club in discharging their responsibilities in matters relating to international service shall be responsible for the international service activities of the club and shall supervise and coordinate the work of their particular committees.

Section 4: Vocational Service. Devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations. The chairpersons of committees charged with vocational service shall be responsible for the vocational service activities of the club and shall supervise and coordinate the work of their particular committees.

Section 5: Committee Responsibilities.

a. Attendance. Devise means for encouraging attendance at all Rotary meetings — including attendance at district conferences, intercity meetings, regional conferences, and international conventions by all club members. Especially encourage attendance at regular meetings of this club and attendance at regular meetings of other clubs when unable to attend meetings of this club; keep all members informed on attendance requirements; promote better incentives for good attendance; and seek to ascertain and remove the conditions that contribute to unsatisfactory attendance.

b. Club Bulletin. Endeavor, through the publishing of a weekly club bulletin, to stimulate interest and improve attendance, announce the program of the forthcoming meeting, relate highlights of the previous meeting, promote
fellowship, contribute to the Rotary education of all members, and report news of the club, its members and of the worldwide Rotary program.

c. Fellowship Activities Committee. Promotes acquaintance and friendship among the members, participation by members in organized Rotary recreational and social activities, and does such work in pursuance of the general object
of the club as may be assigned by the president or the board.

d. Magazine. The committee charged with the magazine shall consist of a minimum of three members in accordance with Article VII, Section 1, g. Stimulates reader interest in The ROTARIAN; sponsors a magazine month; arranges for brief monthly reviews of the magazine on regular club programs; encourages the use of the magazine in the induction of new members; secures international service and other special subscriptions for libraries, hospitals, schools and other reading rooms; sends news items and photographs to the editor of the magazine and in other ways makes the magazine of service to club members and non Rotarians.

e. Membership Development. Reviews continually the club roster of filled and unfilled classifications and takes positive action to initiate and present to the board the names of suitable persons to fill unfilled classifications.

f. Program. Prepares and arranges the program for the regular and special meetings of the club.

g. Public Relations. Devises and carries into effect, plans (1) to give the public general information about Rotary, its history, object, and scope; and (2) secures proper publicity for the club.

h. Rotary Information. Devises and carries into effect plans (1) to give prospective members information about the privileges and responsibilities of membership in a Rotary club, (2) to give the members, especially the new members, adequate understanding of the privileges and responsibilities of members, (3) to give the members information about Rotary, its history, object, scope, activities, and (4) to give the members information as to developments in the administrative operation of Rotary International.

i. Long Range Planning. Designs, develops and implements a strategic Long Range plan for the club. Designs, develops and implements a board training program.

j. Ad Hoc. As appointed by the president and approved by the board of directors, ad hoc committees assume such duties as required by the president and board of directors.

Article IX
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 club constitution, adopted October 25,1995, is not computed in the attendance record of the club.

Article X
Finances

Section 1: The treasurer shall deposit all funds of the club in some financial institution or investment fund to be named by the board.

Section 2: All bills shall be paid only by checks signed by the executive secretary, secretary, treasurer, president, or vice president/president elect. Checks shall require the signature of any two of the above named officers. A thorough audit by a certified public accountant or other qualified person(s) shall be made each year of the financial transactions of the club, said audit to be formally reported to the board of directors.

Section 3: Officers or paid staff members having charge of control of funds shall give bond as may be required by the board for the safe custody of the club funds. Cost of the bond shall be borne by the club.

Section 4: The fiscal year of this club shall extend from July 1st to June 30th. The collection of members’ dues shall be in periods as established by the board of directors.

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.

There may be placed in the regular fiscal year budget an item for a reserve fund, not to exceed $500.00, such money to be used for contribution requests, providing such request have the approval of the board of directors. Contributions shall be made to organizations only.

All contributions which have not been provided for in the budget as either a continuing item, or as a reserve item, shall require approval by the board of directors.

Article XI
Method of Electing Members (For All Kinds of Membership)

Section 1: The name of a prospective member, proposed by an active, senior active, or past service member of the club, shall be submitted to the board in writing through the club secretary. The proposal for the time being 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 club constitution.

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 (including the kind of membership proposed), following which the prospective member shall be required to sign the membership proposal form and to permit his or her name and proposed classification (is active membership) 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 (of not honorary membership), shall be considered to be elected to membership.

Section 6: Following such election, the president shall arrange for the new member’s induction and further orientation, and the club secretary shall issue a membership card to the member and shall report such action to Rotary International.

Article XII
Resolutions

Section 1: 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
Introduction of visiting Rotarians.
Correspondence and announcements.
Committee report, if any.
Any unfinished business.
Any new business.
Address or other program feature.
Adjournment.

Article XIV
Indemnification Clause

The Rotary Club of Alamogordo, Incorporated will indemnify and defend each director, officer and member of a Board Committee or Special Committee of the corporation, and their heirs, legal representatives and assigns, against expense, costs and liabilities reasonable incurred in connection with any cause of action, suit or proceeding in which the indemnity is involved or made party to be reason of the indemnitee’s office or position with the Rotary Club of Alamogordo, Incorporated. This right of indemnification will not extend to matters as to which the indemnitee is adjudged to have been guilty of actual negligence or misconduct in the performance of duty to the corporation. This right of indemnitee shall be entitled as a matter of law and will include reimbursement of any amount and expenses paid or incurred in settling any such action, suit or proceedings when such settlement has been approved by the Board.

Article XV
Amendments

These by-laws may be amended at any regular meeting, a quorum being present, by a two-third vote of all members present, provided that notice of such proposed amendments shall have appeared in writing in the club bulletin the
preceding week. No amendment or addition to these by-laws can be made which is not in harmony with the club constitution and with the constitution and by-laws of Rotary International

These by-laws were amended and accepted by a vote of the directors of the Alamogordo Rotary Club on October 18, l995 and by the Club membership on October 25,l995. Since then the document was made gender neutral and minor
grammatical errors have been corrected. The document was reviewed by the directors on February 19, 2001 and considered to still be appropriate.

These by-laws were previously accepted by the membership on October 25, 1995. They have since been made gender neutral and minor grammatical corrections were made. They were reviewed by the Alamogordo Rotary Club
directors and approved on March 19, 2001 without club membership review as it was considered that no significant changes had been made.

Signed 3/19/2001
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Jimmie D. Randall, President

Signed 3/19/2001
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Ed Cole, Executive Secretary