Rotary Club of Salisbury

BYLAWS OF

THE ROTARY CLUB OF SALISBURY, NORTH CAROLINA

District 7680 | Club 6077 | Approved March 8, 2016

ARTICLE 1 DEFINITIONS

1. Board: The Board of Directors of this club.
2. Director: A member of this club’s Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. Quorum: One-third of the club membership; a majority of directors for the Board.
5. RI: Rotary International.
6. Year: The 12-month period that begins on July 1st of each calendar year.
7. Charity League: The group of people that serve meals each week.
The Charity League is supported by dues paid by each member each quarter and by voluntary
donations collected at the club’s soup and sandwich meal before Christmas. The money they
collect supports their charitable activities throughout Salisbury.

ARTICLE 2 BOARD

The governing body of this club is the Board, which shall consist of the president, vice president, past president, president-elect, secretary, treasurer, and eight (8) directors. Board members must be members of the club.

Section 1. The Board will have responsibility for club operations including:

Club Administration
Programs
Leadership Development
Membership
Public Relations
Rotary Foundation
Service Projects
Other work as necessary to achieve club goals

Section 2. Committees are assigned to the directors at the direction of the President. Except where special authority is given by the Board, directors or committees will not take action or make commitments for the club until a report is made and approved by the Board.

ARTICLE 3 ELECTIONS AND TERMS OF OFFICE

Section 1. One month prior to elections, members may nominate candidates for president-elect, vice president, and four open director positions, as well as the secretary and treasurer if applicable that year.

Section 2. The candidate who receives a majority of the votes for each office is declared elected
to that office.

Section 3. A vacancy on the Board of any office shall be filled by action of the remaining members of the Board.

Section 4. Terms of office coinciding with the Rotary year of July 1 to June 30 for each role are as follows:

President: One year

Vice President: One year
Past President: One year
Secretary: Two years
Treasurer: Two years
Directors: Two year terms. The Board includes eight (8) directors, four (4) of whom are elected each year.

ARTICLE 4 DUTIES OF THE BOARD

Section 1. President: The president shall preside at club and Board meetings.

Section 2. Immediate Past President: The immediate past president shall serve as a director.

Section 3. President-elect: The president-elect shall prepare for their year in office and serve
as a director. The president-elect shall preside at meetings when the president is unavailable.

Section 4. Vice President: The vice president shall preside at meetings when the president and president-elect are unavailable. In the normal course of business the vice president is also presumed to be the President Elect-Elect.

Section 5. Director: A director shall attend club and Board meetings and perform additional duties as assigned.

Section 6. Secretary: The secretary shall keep membership and attendance records, take minutes and record the official correspondence of the club, and attend Board Meetings.

Section 7. Treasurer: The treasurer shall oversee all collection and disbursements of funds, provide annual accounting of these funds, and attend Board meetings.

ARTICLE 5 MEETINGS

Section 1. Annual Meeting. An annual meeting of the club shall be announced one month prior to and held no later than the December 31 to elect officers and directors who will serve for the next Rotary year.

Section 2. Regular Meetings. The regular weekly meetings of this club are held on Tuesday from 12:30 p.m. to 1:30 p.m., or at another day and time as set by the Board of Directors. Reasonable notice of any change or cancellation of the regular meeting
shall be given to all club members.

Section 3. Board Meetings. Board meetings are held each month. Special meetings of
the Board are called with reasonable notice by the president or upon the request of two directors.

ARTICLE 6 FEES AND DUES

Section 1. Initiation Fee. The initiation fee, as established the Board from time to time, shall be paid before the applicant can qualify as a member.

Section 2. Membership Dues. Membership dues shall consist of RI per capita dues (including
subscription fees to The Rotarian), district per capita dues, club annual dues, and any other Rotary or district per capita assessment. Club dues as established by the Board, including the Building Fund and contributions to the Charity League, shall be payable in accordance with the policies of the club as established by the Board. A recommended donation to the Rotary International Foundation will also be included on the quarterly statement of dues.

ARTICLE 7 METHOD OF VOTING

The business of this club is conducted by voice vote or show of hands except for the election
of president-elect and directors, which is conducted by written ballot unless the motion is to elect by acclamation. The Board may provide a ballot for a vote on a specific resolution.

ARTICLE 8 FINANCES

Section 1. Prior to each fiscal year, the Board shall prepare an annual budget of estimated
income and expenditures.

Section 2. The treasurer shall deposit club funds in financial institution(s) designated by the Board, divided into three parts: club operations, building fund, and service projects.

Section 3. Bills are paid by the treasurer or another authorized officer when approved by the President or the President’s designee.

Section 4. A monthly banking reconciliation shall be completed by a qualified person.

Section 5. A financial statement of the club shall be provided to club members at least every six (6) months. The financial statement shall include a profits and losses statement and a statement of funds held in the designated bank for club operation, the building fund, and service projects.

Section 6. The fiscal year is from July 1st through June 30th.

ARTICLE 9 METHOD OF ELECTING MEMBERS

Section 1. A member shall provide a candidate’s name to the Board.

Section 2. The Board shall ensure that the candidate is acceptable to the club.

Section 3. The Board shall approve or reject the candidate’s membership within thirty (30) days
and shall notify the proposer of its decision.

Section 4. If the decision of the Board is favorable, the prospective member is invited to join the club, educated about Rotary and membership requirements, and asked to sign the membership proposal form and to allow his or her name and proposed classification to be conveyed to the club.

Section 5. The club may elect honorary members proposed by the Board.

ARTICLE 10 RESOLUTIONS

If resolutions or motions are first offered at a club meeting, they shall be sent to the Board without discussion for appropriate action.

ARTICLE 12 AMENDMENTS & OTHER AUTHORITY

Section 1. These bylaws may be amended at any regular club meeting. Changing the club bylaws
requires that written or email notice be sent to each member at least ten (10) days before the meeting, that a quorum be present for the vote, and that at least two-thirds of the votes support the change. Changes to these bylaws should be consistent with the RI Constitution, Bylaws and Code of Ethics.

Section 2. To the extent not provided for in these bylaws, the Club shall refer to the current Rotary International Manual of Procedure for unresolved procedure and substantive questions.

Section 3. These bylaws supersede all previous bylaws and are effective on the date approved by vote of the members.

Bylaws approved by vote of the membership March 8, 2016

The Salisbury Rotary Scholarship Trust Fund

Updated June 1, 2010

ARTICLE I
PURPOSES OF THE SALISBURY ROTARY CLUB SCHOLARSHIP TRUST FUND

The Salisbury Rotary Club Scholarship Trust Fund (hereinafter “Trust Fund”) is established under the Internal Revenue Code as a publically supported organization [509(a)(1) and 170(b)(1)(A)(vi) exempt from Federal income tax 501(c)(3)] by the Salisbury Rotary Club for the purpose of receiving and disbursing funds for educational scholarship grants (hereinafter “Grants”).

ARTICLE II
GRANTS

Section 1. Qualifications.
(a) All donations to the Trust Fund shall be deemed principal for perpetuity. All interest earned on the principal shall fund the grants.
(b) The grants shall be awarded to qualified applicants for the pursuit of study in any College, University, Technical or Community College, in or out of the State of North Carolina, for full-time matriculation in the pursuit of a degree.
(c) The grants shall be awarded by majority vote of directors of the Trust Fund.
(d) The grants are made for one academic year. In some cases, by majority vote of the Directors of the Trust Fund, the grants may be extended for one or more years.
(e) The Treasurer of the Trust Fund shall disperse grant funds directly to the institution of higher learning on behalf of the grant recipient upon matriculation. These disbursements shall be made on a semester basis of the institution.
(f) The grant recipients must comply with all the applicable provisions of these By-Laws.
(g) Grant applications must be filed with the Trust Fund at Post Office Box 4092, Salisbury, North Carolina 28144, on or before April 15 each year.
(h) Recipients of the grants shall be announced on or before June 30th each year.

Section 2. Eligibility. Eligibility for the grants:
(a) The applicant shall have been a resident of Rowan County, North Carolina for at least two (2) years prior to filing an application for a grant.
(b) The grants shall be used only for full-time matriculation towards a degree.
(c) All applicants for the grants shall be considered equally without regard to the race, creed, color, national origin or financial need of the applicant.

Section 3. Ineligibility.
(a) A Rotarian;
(b) A spouse of a Rotarian;
(c) A lineal descendant, by blood or adoption, of a Rotarian;
(d) A Rotarian who has resigned from Rotary within the past 25 years;
(e) An employee, or any other entity, of Rotary International at the local, district, or county levels

Section 4. Certification of eligibility.
All applicants shall certify to the Trust Fund that he/she is eligible for the grant.

Section 5. Other Conditions.
(a) The Trust Fund shall bear no liability for a grant recipient’s personal welfare, nor for a recipient’s completion of his/her academic pursuits beyond the scholarship period.
(b) The grant recipient shall certify that he/she shall have access to sufficient funds from other sources to meet all expenses for matriculation not met by the award.
(c) The grant shall be denied to any recipient who is unable to gain admission to the institution(s) of their choice.
(d) The grant shall cease and be withheld from the recipient’s institution who has been suspended by or withdrawn from his/her institution of matriculation. Any unused portions of the grant shall be returned to the Trust Fund by the institution.

ARTICLE III
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the Trust Fund, the Board of Directors shall, after paying or making provision for the payment of all liabilities and obligations of the Trust Fund, dispose of all of the assets of the trust Fund exclusively for the purposes described in Article I of these By-Laws in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors may determine.

ARTICLE IV
OFFICE
The principal office of the Trust Fund shall be located at 300 West Liberty Street, Salisbury, North Carolina 28144.

ARTICLE V
MEMBERS
All active and inactive members of The Salisbury Rotary Club shall be members of the Trust Fund, each entitled to vote for the election of directors of the Trust Fund.

ARTICLE VI
DIRECTORS
Section 1. General Powers. The business and affairs of the Trust Fund shall establish an Executive Committee comprised of the President, Vice-President, Secretary, and Treasurer to conduct the interim business of the Board pursuant to these By-Laws.

Section 2. Executive Committee. The Trust Fund shall establish an Executive Committee comprised of the President, Vice-President, Secretary, and Treasurer to conduct the interim business of the Board pursuant to these By-Laws.

Section 3. Classification of Board. The Board shall consist of nine (9) members, divided into three (3) classes who shall serve a term of office for three (3) years. Three (3) members shall be elected each year by the membership on the first Tuesday in June prior to taking office on the first day of July following their election. The immediate Past-President of Salisbury Rotary Club shall serve as a member of the Board of the Trust Fund for a full three year term.

Section 4. Vacancies. Any vacancy occurring in the Board shall be filled by the nomination by the Board to the membership for election. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of Directors shall be filled by the same procedure.

Section 5. Compensation. The Board shall not compensate Directors for their services.

ARTICLE VII
MEETINGS OF DIRECTORS

Section 1. Annual Meeting.
(a) A required annual meeting of the Board of the Trust Fund shall be held on the last Thursday of July in each calendar year.
(b) In the event the required annual meeting shall not be held on the day designated by these By-Laws, a substitute required annual meeting may be called in accordance with the provisions of Section 2 of this Article VII. A meeting so called shall be duly designated as the required annual meeting.
(c) The Board of the Trust Fund may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional meetings.

Section 2. Special Meetings. Special meetings of the Board of the Trust Fund may be called at the request of the President or any member of the Executive Committee. Such meetings may be held either within or without the State of North Carolina as fixed by the person or persons calling any such meeting.

Section 3. Notice of Meetings. Meetings of the Board of the Trust Fund shall be held within 48 hours after all members have been notified by usual and customary practices. Such notice need not specify the purpose for which the meeting is called.

Section 4. Waiver of Notice. Special meetings of the Board may be called by any Director who may waive notice of the meeting. The attendance at the special meeting by a director who has waived notice of the meeting shall constitute a waiver of notice of such meeting, except where a director attends the special meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A special meeting called by a waiver of notice for the meeting shall require the vote of two-thirds (2/3) of the Board for passage of any motion.

Section 5. Quorum. A quorum of the Board required to transact the business of the Trust Fund shall be five (5) Directors.

Section 6. Presumption of Assent. A director of the Trust Fund who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Trust Fund within twenty-four hours after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 7. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

ARTICLE VIII
EXECUTIVE COMMITTEE

Section 1. Creation. The Board, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate the President, Vice-President, Secretary, and Treasurer, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board in the management of the Trust Fund, except that the Executive Committee shall not have any authority to alter or amend the By-Laws.

Section 2. Vacancy. Any vacancy occurring in the Executive Committee shall be filled by a Director who may be elected to the vacated office on the Board.

Section 3. Removal. Any member of the Executive Committee may be removed at any time with or without cause by a majority of the number of directors.

Section 4. Minutes. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5. Responsibility of Directors. The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board or any member thereof of any responsibility or liability imposed upon it or him by law.
If action taken by the Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary within forty-eight hours after learning of such action.

ARTICLE IX
OFFICERS

Section 1. Officers of the Trust Fund. The officers of the Trust Fund shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such Assistant Officers as the Board my from time to time elect. No two (2) offices may be held by the same person.

Section 2. Election and Term. The officers of Vice-President, Secretary, and Treasurer of the Trust Fund shall be elected by the Board. Such election may be held at any meeting of the Board. Each officer, excepting the President, shall serve his/her elected term of office or until his/her death, resignation, retirement, removal, disqualification, or his successor is elected to the Board.

Section 3. Removal. Any officer or agent elected to the Board may be removed by the Board whenever in its judgment the best interests of the Trust Fund will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Compensation. The officers of the Trust Fund shall receive no compensation for their services.

Section 5. Bonds. The Board of Directors may by resolution require any officer, agent or employee of the Trust Fund to give bond to the Trust Fund, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 6. President. The President shall be the principal executive officer of the Trust Fund and, subject to the control of the Board, shall supervise and control all of the business and affairs of the Trust Fund. He shall sign, with the Secretary, or with any other proper officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the Trust Fund, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board or these By-Laws to some other officer or agent of the Trust Fund; and, in general, he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

Section 7. Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board.

Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board and of the Executive Committee in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records of the Trust Fund; and (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.

Section 9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Trust Fund, receive and give receipts for moneys due and payable to the Trust Fund from any source whatsoever, and deposit all such moneys in the name of the Trust Fund in such depositories as shall be selected in accordance with the provisions of Section 4 of Article X of these By-Laws; (b) prepare or cause to be prepared a true statement of the Trust Fund’s assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the Trust Fund’s registered office or principal place of business in the State of North Carolina within four (4) months after the end of such fiscal year and thereafter kept available for a period of at least ten (10) years; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, by the Board of Directors or by these By-Laws.

ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board may authorize any officer of the Board to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Trust Fund, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Trust Fund and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Trust Fund shall be signed by the Treasurer of the Trust Fund and in such manner as shall from time to time be determined by resolution of the Board.

Section 4. Deposits. All funds of the Trust Fund not otherwise employed shall be deposited from time to time to the credit of the Trust Fund in such depositories as the Board shall direct.

ARTICLE XI
INVESTMENTS

The Trust Fund shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors without being restricted to the class of investments which a director or trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Trust Fund if such action is a forbidden activity or would result in the denial of the tax exemption under Section 509 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE XII
GENERAL PROVISIONS

Section 1. Waiver of Notice. Whenever any notice is required to be given to any director by law or By-Laws of the Trust Fund, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after time stated therein, shall be equivalent to the giving of such notice.

Section 2. Amendments. Except as otherwise provided herein, these By-Laws may be amended or repealed and new By-Laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.