Bylaws Of Rotary Global History Fellowship (RGHF)

Amended 1 June 2008

Interpretations: The abbreviations of terms used in this document shall be taken to have these associated meanings:

Article 1. Title & Status:

1.1 The entity shall be known as “Rotary Global History Fellowship.”

1.2 The Fellowship shall be registered as a non-profit corporation in the State of Illinois, USA. It shall maintain a continuing registered office and registered agent in the State of Illinois and maintain additional offices elsewhere as the board of directors of the Fellowship may determine.

Article 2. Membership:

2.1 Classes of Members

Paid Members: Shall consist of
(a) Rotarians in good standing
(b) Spouses or partners of members in good standing
(c) Rotaractors in good standing.

Honorary Members: Persons who have made outstanding contributions to the aims and objectives of the Fellowship may be accorded Honorary Membership by the directors. Such members shall not be accorded voting rights. Nominations for such membership may be made by any member in good standing.

Life Members: The board of directors may confer life membership on any member who has given long and meritorious service to the Fellowship and persons accorded such membership shall be exempt from the payment of dues, but be accorded all the rights and privileges of paid members

2.2 Admission to Membership: Application for membership shall be made electronically in the approved form and be approved by the board of directors.

2.3 Termination of Membership: The board of directors may, by majority vote, suspend or expel any member for due cause. The membership of any member whose annual dues are three months in arrears shall be terminated

2.4 Voting Rights of Members: Each member shall have one vote on any matter submitted to a vote which shall be deemed to be approved by a simple majority of votes cast. In the event of a tied vote, the status quo shall be preserved. Proxy votes shall not be valid.

2.5 Inspectors: The chairman/president shall appoint one or more inspectors who shall record all votes cast by members and shall report the results of such voting to the chairman/president.

2.6 Approval of Motions: For any Motion to be passed, it shall be approved by a simple majority of votes cast by at least ten per cent of members entitled to vote.

2.7 Annual Dues: The board shall determine annual membership dues payable by members.

Article 3. Meetings:

3.1 Meetings: Meetings may be held by a group of members gathered together for the purpose, or conducted electronically.

3.2 Convening Meetings: All meetings shall be convened by the chairman/president. Meetings may be requested for any purpose by ten members acting in concert.

3.3 Notice of Meeting: The chairman/president shall cause written notice of any meeting to be given not more than twenty-one days or less then ten days prior to any proposed meeting. Such notice, if delivered electronically, shall be deemed to be delivered on the date it is transmitted.

3.4 Annual Meeting: The annual meeting shall be held not later than 31 December in each year.

3.5 Quorum: Ten percent of the membership shall constitute a quorum.

Article 4: Fiscal Year: The fiscal year of the Fellowship shall commence on July 1 and conclude on June 30 of the succeeding year

Article 5: Officers, Directors, & Committees:

5.1 The officers of the
Fellowship shall be: (a) Chairman/President,
(b) Chief Executive Officer
(c) Secretary
(d) Treasurer

5.2 Board of Directors: The board of directors shall comprise twelve (12) in number and shall include the chairman/ president, chairman/president-elect, chairman/president-nominee, secretary, treasurer, and chief executive officer.

5.3 Term of Office: The term of office for each director shall be twelve (12) months commencing on 1 July and concluding on 30 June of the following year unless a director is appointed to fill a vacancy on the board, when the term shall expire on June 30.

5.4 Voting by Directors: Each director shall cast one vote on any matter under consideration with the exception of the chairman/president who shall vote only in the event of a tied vote.

5.5 Directors’ Meetings: The board of directors shall meet once each month at a time determined by the chairman/president. The secretary shall give the directors ten days prior notice of any meeting and circulate an agenda five days prior to any meeting. The directors may meet additionally to transact urgent business, in which case such notices need not be given.

5.6 Attendance by Directors Each director, unless excused by the board, shall
At Board Meetings: attend a minimum of four board meetings in any six month period. Failure to do so without just cause shall result in removal from the Board.

5.7 Quorum: A simple majority of directors, in attendance at a board, meeting shall constitute a quorum

5.8 Vacancies: In the event of a vacancy occurring on the board the directors may fill such vacancy by an appointment.

5.9 Appointments: The directors may appoint an assistant-secretary, an assistant treasurer, and any suitable qualified person to act in any capacity designed to advance the aims and objects of the Fellowship.

5.10 Delegation of Duties: The board of directors may delegate certain duties to ensure the efficient management of the functions of the board.

5.11 Executive Committee: This committee shall comprise of
(a) Chairman/President
(b) Chairman/President-elect
(c) Chairman/President-nominee
(d) Chief Executive Officer
(e) Secretary
(f) Treasurer

5.12 History Committee: This committee shall be responsible for the collection and publishing of all material of Rotary historical significance.

5.13 Public Relations & Membership Committee: This committee shall publicize the activities of the Fellowship and promote membership development.

5.14 Rotaract Committee: This committee shall promote interest and activity by members of Rotaract clubs in the activities of the Fellowship.

5.15 Fellowship Committee: This committee shall promote communications and friendship between members of the Fellowship

5.16 Website Committee: This committee shall oversee the webmasters and technology used by the Fellowship.

Article 6: Duties

6.1 Chairman/President: The chairman/president shall designate the
time, place and manner of all meetings and shall preside over all meetings and provide leadership of and direction to the activities of the Fellowship.

6.2 Chairman/President-elect
Chairman/President Nominee: The chairman/president-elect and the chairman/president-nominee shall give counsel and support to the chairman/ president in the discharge of his/her duties and shall serve on the board of directors

6.3 Secretary: The secretary shall publish notices and agendas for meetings, keep and cause to be published an accurate record of such meetings and undertake all duties normally associated with the position.

6.4 Treasurer: The treasurer shall cause to be kept an accurate record of the finances of the Fellowship, maintain bank accounts, receive and pay monies, render reports to the board as required and undertake all duties normally associated with the position.

6.5 Chief Executive Officer: The chief executive officer shall be responsible for the daily management of the affairs of the Fellowship, maintain a register of all members together with their electronic addresses, assist the chairman/president in the discharge of his/her duties and coordinate the activities of the secretary, treasurer, and committees.

Article 7: Reimbursement: Any member acting on behalf of the Fellowship and with the approval of the board of directors shall be entitled to the reimbursement of fair and reasonable expenses incurred in the execution of such activities.

Article 8. Denial of Liability:

8.1 Improper or Unlawful Acts: The Fellowship, its directors and members jointly or severally shall not be liable for any loss, personal injury or damage to property arising from any improper or unlawful act committed by any member.

8.2 Personal Injury: The Fellowship, its directors or members shall not be liable, jointly or severally for any personal injury or associated costs to any person, however or whenever caused, whether in the course of activities by the Fellowship or not.

Article 9. Winding Up: In the event of the winding up of the Fellowship, the directors shall cause for the collection of any moneys due and payment of any moneys owing to be disbursed and the members shall by a simple majority of votes cast, determine the disposal of any assets remaining.

Article 10. Amendments to By-laws

These By-laws may be amended at any time on the motion of the board or of any member, and decided by a simple majority of votes from a quorum of the board and confirmed by a simple majority of votes cast by the members.