By-laws

of The Rotary Club of San Miguel de

Allende –Midday
Effective: 01 January 2019

Article 0: Contents Page Number

Article 1: Definitions 1
Article 2: Board of Directors 1
Article 3: Election of Directors 3
Article 4: Duties of Committee Chairs 4
Article 5: Membership Meetings 4
Article 6: Board Meetings 5
Article 7: Committees 5
Article 8: Fees and Dues 6
Article 9: Resignation and Termination 6
Article 10: Finances 6
Article 11: Election of New Members 7
Article 12: Commitments of the Club 7
Article 13: Transparency 8
Article 14: Amendments 8

Article 1: Definitions
1. The Club: The Rotary Club of San Miguel de Allende – Midday.
2. Board: The Board of Directors of this Club.
3. Director: A member of this Club's Board of Directors.
4. RI: Rotary International (the governing body of Rotary)
5. RI Year: The twelve–month period that begins on 1 July.
6. TRF: The Rotary Foundation (the funding source for grants)
7. Club Fiscal Year: The twelve–month period that begins on 1 January.
8. CPC Community Services Committee

Article 2: Board of Directors

Section 1: The governing body of this Club shall be the Board of Directors (the Board) consisting
of the following: President, three (3) Vice Presidents, President-elect, Secretary, Treasurer, and
immediate Past President. The total number of Board positions will be eight (8). Should any
individual hold two (2) positions, he/she will only be entitled to one vote.

Section 2 – President - It shall be the duty of the President to preside at meetings of the Club and
the Board and to perform other duties as ordinarily pertains to the office of President. The
President shall also oversee the Sergeant–at–Arms. The President (or a presiding board member)

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shall not be a voting member of the Board, except to break a tie. He/she must have a minimum of
two years’ Rotary experience in our Rotary Club, as of the beginning of his/her term of office as

Section 3 – Secretary – It shall be the duty of the Secretary to keep membership records; send
out notices of Club and Board meetings; record and preserve the minutes of Board meetings;
report as required to Rotary International, including changes in membership and the semi-annual
reports of membership on 1 January and 1 July of each year; provide the monthly attendance
report (% of members attending club meetings) which shall be sent to the District Governor within
15 days of the last meeting of the month. The Secretary – with support from other Board members
– will develop and publish a monthly Newsletter. He/she will also oversee the work of the Club
Historian. The Secretary may serve up to three (3) successive terms.

Section 4 – Treasurer - It shall be the duty of the Treasurer to manage all Club accounting; that
is, have custody of, and be accountable for, all funds and provide a printed monthly report to the
Board, and a quarterly report to the membership. He/she will also serve as Chairperson of the
Finance Committee. The Treasurer will also notify all members of deadlines for dues payment by 1
June and 1 December of each fiscal year; a final notice will be sent on 30 June and 31 December
to those members who have not paid. Upon retirement from office, and on and before 15 July, the
Treasurer shall turn over to the incoming Treasurer and to the incoming President all funds, books
of accounts, and any other Club property.

Section 5 – Past President… It shall be the duty of the immediate Past President to preside over
all weekly and Board meetings in the absence of the President, to chair the Nominating
Committee, and to serve as ad-hoc advisor to all committees. The Past President will also perform
such other duties as may be prescribed by the President or the Board.
.
Section 6 –The Community Services Vice President shall manage the following committees:
a) Community Projects (CPC) –This committee shall develop and implement humanitarian
service projects that address the needs of our region. This committee will be involved in
working with other Rotary Clubs foundations, and districts to seek funding for local projects,
and will be involved in the administration of those project funds with proper reporting and
within the guidelines as established by The Rotary Foundation and district 4140.
b) International Projects – This committee will support an, humanitarian, or service project
each year that addresses the needs of a community in another country.
c) Grants Training - The VP Community Services will train committee members in the grant
process, grant evaluation, and grant types. The VP will present a club assembly program on
grants and grant evaluation at least once each year

Section 7 – The Membership Services Vice President shall manage the following committees:
a) Membership – This committee will develop and implement a comprehensive plan for the
recruitment, selection, training, and retention of new members. The Committee is

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responsible for induction and training of new members until such time when the member is
eligible for his/her blue badge.
b) Education and Training – This committee will develop and implement a comprehensive
plan for the training and education of existing members with content input from all board
members.
c) Fellowship and Fundraising – This committee will develop and implement plans to provide
the membership with opportunities to build friendships outside of regular
club and committee meetings. This committee will manage all Board-approved fundraising
activities of the club, and is responsible for appointing a chairperson for each specific
fundraising event.

Section 8 –The Club Services Vice President shall manage the following committees:
a) Programs – This committee will develop and implement a comprehensive plan to bring a
balanced cross–section of interesting speakers to the Club to enhance membership, educate
our members, and promote our club’s service activities.
b) Public Relations & Publicity – This committee will develop and implement plans to provide
the public and club members with information about Rotary. The goal is to promote club
activities and events such as our club´s service projects and fundraising activities and
provide quality links to Rotary International and Rotary Foundation information. The
committee will also promote the Club Newsletter.
c) Website – This committee will develop and implement a plan to provide a website that will
be attractive, informative, and easy to navigate. The goal is to bring Rotarian and non-
Rotarian viewers to our website to promote our club’s activities and events.

Section 9 – President-elect (PE) – Shall manage the club members assigned to District Relations
and to Rotary Relations. The President-elect may also be asked to perform other duties as
prescribed by the President or the Board. Prior to taking office as President, he/she will be
expected to attend the President–elect Training Seminar (PETS), funds for which shall be
underwritten by the Club.

Article 3: Election of Directors

Section 1 – Nominations – At the first Club meeting in November of each year and at each
subsequent November meeting, the Part President shall ask the membership for nominations for
the positions of Community Services Vice President, Membership Services Vice President, Club
Services Vice President, Secretary, Treasurer, and President–nominee. The nominations shall be
presented by a nominating committee and may also be presented by members from the floor.
Section 2 – Nominating Committee – The Nominating Committee shall be chaired by the
immediate Past President and consists of the current Club President, the President-elect and each
Past President of this Club who remains a member in good standing. Nominations shall remain
open through the month of November, after which, a vote by the membership will take place at the
first regular meeting of December.
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Section 3 – Ballots – The nominations duly made shall be placed on a ballot in alphabetical order
under each position and shall be voted on at the annual meeting during the first meeting in
December of each year. Each of the candidates for President–nominee, Community Services Vice
President, Membership Services Vice President, Club Services Vice President, Secretary, and
Treasurer who receives a plurality of the votes shall be declared elected to his/her respective
position. The candidate for President-nominee who is elected in such balloting shall become the
President–elect for the year commencing 1 July of the following year, and shall assume office as
President on 1 July immediately following that year. All voting will be conducted in a way that all
members have equal access. The majority of votes cast for each position will determine the
winners.
Section 4 – Vacancies – A vacancy on the Board shall be filled by action of the remaining Board
members, with input from the president–elect, within 45 days.
Section 5 – Eligibility to vote – Only members in good standing are eligible to vote.

Article 4: Duties of Committee Chairs

Section 1 – Committees and Areas of Service - Club committees are charged with carrying out
the annual goals of the Club based on the Avenues of Service and the Club’s updated Terms-of-
Reference. Our Club will concentrate on Club Services, Community and international Services, and
Membership Services. The outgoing and incoming Directors will work together to ensure continuity
of leadership and succession planning. When feasible, committee members may be appointed to
the same committee for several years to enable continuity and consistency. The President–elect
and the appropriate Vice Presidents–elect are responsible for appointing committee chairs and for
conducting planning meetings prior to the start of their terms of office.
Section 2 – Terms-of Reference - All board members and committee chairpersons will follow the
objectives, criteria, and obligations as set forth in the individual’s annual Terms of Reference (ToR)
document. They will be updated every year before a new president takes office.
Section 3 – Sergeant–at-Arms – The President appoints the Sergeant–at-Arms. The appointed
Sergeant–at–Arms can be re–appointed.

Article 5: Membership Meetings

Section 1 – Regular meetings – The regular meetings of this Club shall be held weekly at a
venue, agenda, and time as set by the President. Due notice of any changes in or cancelling of the
weekly meeting shall be given to all members of the Club by the President or Secretary.
Section 2 – Attendance – It is the personal obligation of all members to be present at all regular
meetings unless they are out of town or incapacitated. Members traveling out of town for a week or
more are encouraged to attend make-up Rotary meetings in their destination cities.
Section 3 – Annual Meeting – An annual meeting of this Club shall be held on the regular
meeting day during the first week of December in each year.

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Section 4 – Quorum – One–third of the membership shall constitute a quorum at the annual and
regular meetings of this Club. Email votes from absent members will count toward calculating the
quorum.

Article 6: Board Meetings

Section 1 – Regular Board Meetings – Regular meetings of the Board shall be held once per
month at a time and place to be announced by the President with a minimum of one–week’s
advance notice. At that time, the Club President (or the designated presiding Board Member) will
post the tentative agenda to all members. The draft minutes of each meeting will be sent to the
entire membership.
Section 2 – Special Board meetings – Special meetings of the Board shall be called by the
President, whenever deemed necessary, or upon the request of two (2) Board members, due
notice having been given. The draft minutes of each meeting will be sent to the entire membership.
Section 3 – Interim Board decisions – The Board may transact business via the internet,
providing that there is no objection by any Board member. A record of any such interim Board
decision(s) must be maintained and included in the Minutes of the following regular Board
meeting.
Section 4 – Board Quorum – A majority of the Board members shall constitute a quorum of the
Board. A Board member who is going to be absent for two or more months should appoint a
former Board member, with the president’s approval, to represent him/her and have his/her vote.
The club president counts toward the quorum.
Section 5 – Participation – All members of the Club, in good standing, are welcome to attend
Board meetings and will be given due notice of such meetings. The President may invite guests to
participate. Members and guests may, with prior approval of the President, be allowed to speak on
an existing agenda item. Prior approval of the President is required if one wishes to bring a new
agenda item to the Board meeting.
Section 6 – Procedures for Meetings – The Secretary, unless another Board member is
designated by the President, shall act as Parliamentarian for any Board meeting and shall keep a
copy of these Bylaws available at all times.

Article 7: Committees
Section 1 - Standing Committees - ”The duties of all committees described in the Terms of
Reference (ToR) shall be established by the incoming Board members and their committee chairs
and reviewed by the incoming President prior to July 1st for his or her year. In declaring the duties
of each, the incoming President shall make reference to appropriate RI and Club materials.”
Section 2 – Club History– This individual, managed by the Club Secretary, will collect and
organize all materials relating to the past activities, awards, events, and administrations of our club
– and to make such materials are accessible to Club members.

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Article 8: Fees and Dues

Section 1 – Registration Fee – Persons applying for membership shall pay an initiation fee of $50
USD or the equivalent in Mexican pesos, to be paid before the applicant can qualify as a member.
Transferring Rotarians shall not pay an initiation fee.
Section 2 – Dues – The membership dues shall be set annually in November by the Board,
payable semiannually before the first day of July and of January - with the understanding that a
portion of each semiannual payment shall be applied to each member’s subscription to the RI
official magazine.
Section 3 – Young Professionals dues – A special membership classification is made
for young professionals who want to be a member of the club. Individuals with this
designation will be less than 40 years of age. Annual dues for Young Professionals
dues shall be ½ of the annual membership dues until they reach the age of 40 years.
Section 4 – Friends of Rotary (FoR) dues – Any person who wants to support Rotary but cannot
meet the residency requirements can join under Friends of Rotary (FoR). Such members pay dues
of USD 100 per year payable on the 1st of January or the 1st of July. FoR members receive a
Rotary button, pin and a hat or shirt when they pay dues for the first time. There are no attendance
requirements. FoR will receive our e-mails and are notified of and invited to all events especially
volunteer events. FoR are invited to sell tickets for fundraising events. FoR are not official Rotary
members for RI purposes and are not obligated to donate to EREY.

Article 9: Resignation and Termination

Section 1 – Club Members – A member of the Club may resign at any time by submitting a
written letter of resignation to the Secretary. Such letter should include an effective date and
reason for resignation. A member of the Club, in the absence of a formal resignation letter, will be
considered “resigned” if a formal request from the Club Treasurer for semi–annual dues goes
unheeded, and will be dropped from the Rotary International membership roster.
Section 2 – Board Members – If a member of the Board of Directors compiles three (3)
consecutive unexcused absences from scheduled meetings of the Board of Directors, his/her
position on the Board of Directors is automatically declared vacant. The vacancy is then filled
according to these bylaws. An unexcused absence is one in which a member does not show up
at a meeting, and fails to give prior notice that he/she will be unable to attend said meeting.

Article 10: Finances

Section 1 – Monetary Policy – The Treasurer shall oversee all financial transactions of the Club.
All procedures will be guided by the ToR set up by the Treasurer. Any changes to the ToR must
be approved by the presiding Board.
Section 2 – Budget - Prior to the end of October, all Board members will submit an estimated
budget for the following calendar year to the Finance Committee. The full budget will be reviewed
by the finance committee and presented to the Board by the Treasurer for review and approval in
November.
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Section 3 – Audit – The Treasurer shall work closely with our Mexican accountant who reviews all
banking transactions and reports to the Mexican government. The audited annual accounts shall
be presented to the Board for approval before the end of March.

Article 11: Election of New Members

Section 1 – Submission The application for a prospective member, proposed by an active
member of the Club, will be submitted to the Membership Committee for determine if they meet the
current eligibility requirements. A transferring current member of another Club may apply for
membership by providing a letter from their club’s secretary stating that they left the club in good
standing, by securing a sponsor from our membership, and then submitting their application to the
Membership Committee.
Section 2 – Verification – The Membership Committee shall ensure that the application meets all
the current membership requirements of our Rotary Club prior to submission to the Board.
Section 3 – Board Approval – The Board shall approve or disapprove the application within thirty
(30) days of its submission by the Membership committee. The Membership Services Vice-
President shall notify the sponsor and applicant of the board’s decision.
Section 4 – Interview – If the decision of the Board is favorable, the prospective member shall be
interviewed by the President, Treasurer, and Sponsor before any induction can take place to
ensure the applicant fully understands the responsibilities of membership and has the opportunity
to ask questions.
Section 5 – Membership Approval and Election – If no written objection to the application, with
stated reasons, is received by the Board from any member of the Club within seven (7) days
following publication of information about the prospective member, that candidate, upon payment
of the admission fee, as prescribed in these bylaws, shall be considered to be elected to
membership. If any such objection has been filed with the Board, the Directors shall vote on this
matter at its next meeting. If approved, despite the objection, the proposed member, upon payment
of the admission fee, shall be considered as elected to membership.
Section 6 – Induction – Following the election, the sponsor shall arrange for the new member's
induction, membership classification, committee preference, and for their Red Badge training
period. In addition, the Secretary will report the new member’s required information to RI. The
sponsor will assist with the new member's assimilation into the club through the Red badge training
period.
Section 7 – Honorary Membership – The Club may elect, in accordance with the standard
Rotary Club Constitution, honorary members proposed by the Board. Honorary members pay no
dues and cannot vote.

Article 12: Commitments of the Club

Section 1 – Resolutions – The Club shall not consider any resolution or motion to commit the
Club on any matter until the Board has approved it. Such resolutions or motions, if offered at a
Club meeting, shall be referred to the Board without discussion.
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Section 2 – Board approval – No member may, individually, commit the Club to any expenditures
or obligations without prior approval of the Board and/or the President. This does not apply to RI
approved project grants, which have their own regulations..
Section 3 –New Projects - All new projects can only be submitted by the Community Project
Committee and must be approved by the Board prior to requests for funding.

Article 13: Transparency Clause

The Club is committed to full transparency in all its activities. To achieve this goal, committee
meetings are open to all Rotary members. However, members are expected to avoid the
transmittal of personal, sensitive, or proprietary information outside the Club (including the Club’s
mailing list.) They will avoid any potential conflicts of interest which could give the appearance of
impropriety or violate Rotary’s 4-Way Test.

Article 14: Amendments to By-laws

Section 1 – Procedure –These Bylaws may be amended by approval of two–thirds (2/3’s) of the
membership, provided that notice of such proposed amendment shall have been made to each
member at least ten (10) days prior to such action.
Section 2 –Voting – All voting will be conducted in a way that all members have equal access.

As approved by the membership of the Rotary Club of San Miguel de Allende–

Midday on 4 December 2018 and as amended by the membership on 11 July 2019

These bylaws shall take effect on 1 January 2019 and will remain in effect until
revoked by the Club Membership.

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