Bylaws of Rotary International
Article 1 Definitions
1. Board:
The RI Board of Directors.
2. Club:
A Rotary club.
3. Constitutional
The RI constitution and bylaws, and the standard Rotary
documents:
club constitution.
4. Governor:
The governor of a Rotary district.
5. Member:
A member, other than an honorary member, of a Rotary club.
6. RI:
Rotary International.
7. RIBI:The administrative territorial unit of RI in Great Britain and
Ireland.
8. Rotaract club:
A club of young adults.
9. Rotaractor:
A member of a Rotaract club.
10. Satellite club:
A potential club whose members are also members of thesponsor club.
11. TRF:The Rotary Foundation.
12. In Writing:
A communication capable of documentation, regardless of themethod of transmission.
13. Year:
The twelve-month period beginning 1 July.
Interim Provision.
Amendments adopted at the 2019 Council on Legislation pursuant to council enactment
19-72 shall be implemented by the board in a manner it deems appropriate.
Article 2 Membership in Rotary International
2.010. Application for Membership in RI.
2.020. Locality of a Club.
2.030. The Standard Rotary Club Constitution.
2.040. The Standard Rotaract Club Constitution.
2.050. Smoking.
2.060. Merger of Clubs.
2.010. Application for Membership in RI.
To be admitted to RI, a club or Rotaract club applies to the Board for membership. The
application shall be accompanied by an admission fee set by the board. Membershiptakes effect when the board approves it.
2.010.1. New Clubs.
A new club shall have at least 20 charter members.
2.020. Locality of a Club.
A club may be organized in a locality with one or more clubs. The locality of a club that
conducts its activities primarily online shall be worldwide or as the club board
determines.

(July 2019)1

2.030. The Standard Rotary Club Constitution.
All clubs shall adopt the standard club constitution, including any future amendments
to it.
2.030.1. Amendments to the Standard Club Constitution.
A club may amend the standard club constitution in the manner prescribed in theconstitutional documents. An amendment automatically becomes a part of theconstitution of the club.
2.030.2. Clubs Chartered Before 6 June 1922.
Clubs chartered before 6 June 1922 shall adopt the standard club constitution, but may
retain variations that were provided to the board before 1990. Variations shall be an
addendum to the club’s constitution, which may only be amended to conform moreclosely to the current standard club constitution.
2.030.3. Exceptions to the Standard Club Constitution.
By a two-thirds majority of the members present, the board may approve exceptions tothe standard club constitution that are required by local law, custom or exceptional
circumstances and do not contravene the RI constitution and bylaws.
2.040. The Standard Rotaract Club Constitution
The board shall establish and may amend a standard Rotaract club constitution. All
Rotaract clubs shall adopt the standard Rotaract club constitution. An amendment
automatically becomes a part of the constitution of the Rotaract club.
2.040.1. Exceptions to the Standard Rotaract Club Constitution
By a two-thirds majority of the members present, the board may approve exceptions to a
Rotaract club’s constitution that are required by local law, custom, or in exceptional
circumstances and do not contravene the RI constitution and bylaws.
2.050. Smoking.
Members and their guests should not smoke during meetings and other Rotary events.
2.060. Merger of Clubs.
Two or more clubs within the same district may voluntarily merge if each has fulfilled allits financial and other obligations to RI, and the board approves the merger. The
application shall be accompanied by a certificate indicating that each club has agreed tothe merger. A merged club may be organized in the same locality as one or more otherclubs. The board may allow the merged clubs to retain the name, charter date, emblem,and other RI insignia of any of the merging clubs.
Article 3 Resignation, Suspension or Termination of Membership in RI
3.010. Club or Rotaract Club Resignation from RI.
3.020. Board Discipline, Suspension, or Termination of a Club or Rotaract Club.
3.030. Rights of a Suspended Club or Rotaract Club.
3.040. Rights of a Terminated Club or Rotaract Club.
3.050. Reorganization of a Club.
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3.010. Club or Rotaract Club Resignation from RI.
A club or Rotaract club may resign after fulfilling all its financial and other obligations
to RI and receiving the board’s approval. Resignation takes effect when the board
approves it.
3.020. Board Discipline, Suspension, or Termination of a Club or Rotaract Club.
3.020.1. Suspension or Termination.
The board may suspend or terminate a club or Rotaract club that:(a) fails to pay its dues or other financial obligations to RI or required levy to the
district fund;(b) retains a member or Rotaractor who misuses TRF funds or who otherwise
breaches TRF’s stewardship policies;(c) initiates or maintains, or retains a member or Rotaractor who initiates ormaintains, litigation against RI or TRF, including their directors, trustees, officers,
agents, and employees, before exhausting all remedies in the constitutional
documents; or(d) fails to appropriately address any youth-protection allegations against a memberor Rotaractor in connection with Rotary-related youth programs.
3.020.2. Suspension for Failure to Report Membership Changes.
The board may suspend a club that does not timely report membership changes to RI.
3.020.3. Termination for Failure to Function.
The board may terminate a club or Rotaract club that ceases to operate, fails to meet
regularly, or otherwise fails to function, but only after requesting that the governor
submit a report on the circumstances of the termination.
3.020.4. Termination for Lack of Members.
On the governor’s request, the board may terminate a club if its membership falls below
six members.
3.020.5. Discipline, Suspension, or Termination for Cause.
The board may discipline, suspend, or terminate a club or Rotaract club for cause only
after giving it the opportunity for a hearing. At least 30 days before the hearing, theboard shall notify the club’s or Rotaract club’s president and secretary of the charges
and the time, place, and manner of the hearing. At the hearing, the club or Rotaract club
may be represented by counsel, and the governor, or a past governor selected by thatgovernor, may attend at the district’s expense. After the hearing, the board may:(a) discipline or suspend the club or Rotaract club by a majority vote; or(b) terminate the club or Rotaract club by a unanimous vote.
3.020.6. Period of Suspension.
The board shall reinstate the membership rights of a suspended club or Rotaract club if
it has:(a) paid all dues or other financial obligation to RI, or paid all required levies to the
district fund;3

(b) terminated members who misused TRF funds or otherwise breached TRF’s
stewardship policies;(c) appropriately addressed any youth-protections allegations against a member orRotaractor in connection with Rotary-related youth programs; or(d) resolved all issues that led to the suspension.
If the reason for suspension is not remedied within six months, the board shallterminate the club or Rotaract club.
3.030. Rights of a Suspended Club or Rotaract club.
During a suspension, a club or Rotaract club has no rights under the bylaws, retaining
only its rights under the RI constitution.
3.040. Rights of a Terminated Club or Rotaract Club.
A terminated club or Rotaract club shall not use the name, emblem, and other insignia
of RI and shall have no proprietary rights in the property of RI. The terminated club or
Rotaract club shall return its charter to RI.
3.050. Reorganization of a Club.
The board may reorganize a terminated club or authorize a new club in the same area,
subject to a charter fee or payment of any debt to RI.
Article 4 Membership in Clubs
4.010. Types of Members.
4.020. Active Members.
4.030. Transferring or Former Rotarian.
4.040. Prohibited Dual Memberships.
4.050. Honorary Membership.
4.060. Rotaract Club Membership.
4.070. Diversity of Membership.
4.080. Attendance Reports.
4.090. Attendance at Other Clubs.
4.100. Exceptions to Provisions on Membership.
4.010. Types of Members.
A club may have two types of membership, active and honorary.
4.020. Active Members.
A person possessing the qualifications in article 5, section 2 of the RI constitution may
be elected as an active member.
4.030. Transferring or Former Rotarian.
A member or a former club may propose a transferring or former member for
membership. Potential members with debts to another club are ineligible formembership. Any club that wishes to admit a former member shall demand that thepotential member provide a written statement from the previous club that all debts havebeen paid. The admission of a transferring or former Rotarian as an active member is4contingent upon receiving a written statement from the board of the previous clubconfirming the prospective member’s prior membership in that club, and whether debts
are owed by the current or former member that is being considered for membership in
the other club. If a written statement is not provided within 30 days, it is assumed thatthe member does not owe the other club.
4.040. Prohibited Dual Memberships.
No member shall simultaneously:(a) belong to more than one club, other than a satellite of that club; or(b) be an honorary member in the same club.
4.050. Honorary Membership.
Clubs may elect honorary members for terms set by the club board, who shall:(a) be exempt from paying dues;(b) not vote;(c) not hold any club office;(d) not hold classifications; and(e) be entitled to attend all meetings and enjoy all other privileges in the club, buthave no rights or privileges in any other club, except to visit without being a
Rotarian’s guest.
Persons who have distinguished themselves by meritorious service in the furtherance ofRotary ideals and those considered friends of Rotary for their support of Rotary’s cause
may be elected to honorary membership in more than one club.
4.060. Rotaract Club Membership.
A Rotaract club shall be composed of young adults, as determined by the board.
4.070. Diversity of Membership.
Each club or Rotaract club shall endeavor to build a well-balanced membership thatcelebrates diversity. No club or Rotaract club, regardless of when it joined RI, may in
any way limit membership due to gender, race, color, creed, national origin, or sexual
orientation, or impose any membership condition not specifically allowed by the RI
constitution or bylaws. Any membership provision or condition in conflict with thissection is null, void, and without effect.
4.080. Attendance Reports.
Each club shall forward monthly attendance reports of its meetings to the governor
within 15 days after the last meeting of each month. Non-districted clubs shall forward
attendance reports to the general secretary.
4.090. Attendance at Other Clubs.
A Rotarian may attend a regular meeting or satellite club meeting of another club.
However, a member terminated for good cause may not attend a regular meeting orsatellite club meeting of their former club.

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4.100. Exceptions to Provisions on Membership.
A club may adopt provisions that are not in accordance with and that supersede sections
4.010. and 4.030. - 4.050.
Article 5 Board of Directors
5.010. Duties of the Board.
5.020. Publication of Board Decisions and Minutes.
5.030. Appeal of Board Decisions.
5.040. Removal of Officers and Committee Members.
5.050. RI Meetings.
5.060. Board Meetings.
5.070. Executive Committee.
5.080. Terms and Qualifications of Directors.
5.090. Disability of Board Member.
5.100. Vacancy in the Office of Director.
5.010. Duties of the Board.
5.010.1. Purpose.
The board is responsible for doing whatever may be necessary for the furtherance of the
purposes of RI, the attainment of the Object of Rotary, the study and teaching of its
fundamentals, and the preservation and extension of RI’s ideals, ethics, and uniquefeatures throughout the world.
5.010.2. Powers.
The board directs and controls the affairs of RI by:(a) establishing policy for the organization;(b) evaluating implementation of policy by the general secretary;(c) exercising control and supervision over all officers, officers-elect, officersnominee, and RI committees; and(d) exercising other powers conferred by the constitution, the bylaws, and the Illinois
General Not-for-Profit Corporation Act of 1986 and their amendments.
5.010.3. Strategic Plan.
The board shall adopt a strategic plan and report on it at each council on legislation.
Each director shall oversee the implementation of the strategic plan within the zone
from which the director was elected and its paired zone.
5.020. Publication of Board Decisions and Minutes.
The minutes of board meetings and board action shall be available on RI’s website
within 60 days after a board meeting or action. All appendixes filed with the official
records of the minutes, except those the board deems confidential or proprietary, shallbe available to a Rotarian upon request. Directors shall regularly report on board
decisions and their activities to their zone and the alternate/paired zone.

65.030. Appeal of Board Decisions.
Board decisions may only be appealed to the representatives of the council on
legislation, under rules set by the board. Any club, with the concurrence of at least 24
other clubs, may appeal by writing the general secretary within four months after aboard decision. At least half the concurring clubs must be in districts other than that of
the appealing club. The appeal shall be by a resolution adopted at a regular clubmeeting, certified by the president and secretary. Within 90 days of receipt, the generalsecretary shall hold a vote of the council representatives. The only question for the
representatives is whether the decision of the board should be sustained. If, however, anappeal is received by the general secretary within three months before the next regularlyscheduled meeting of the council on legislation, the appeal shall be submitted to thecouncil on legislation to decide whether the decision of the board should be sustained.
5.040. Removal of Officers and Committee Members.
The board may remove an officer, officer-elect, officer-nominee, or committee member
for cause after a hearing. At least 60 days before the hearing, the board shall give theperson to be removed notice of the charges and the time, place, and manner of thehearing, which shall be served in person or by other rapid means of communication. At
the hearing, the person may be represented by counsel. Removal of the person requires
a two-thirds vote of the entire board. The board may also exercise the powers in section
16.060.
5.050. RI Meetings.
In planning the convention, the international assembly, and the council on legislation,
the board shall make every effort to ensure that no Rotarian nor Rotaractor is excluded
solely on the basis of national citizenship.
5.050.1. Annual Convention.
In accordance with the RI constitution, the board shall determine the time, place, andfees, and make all arrangements for the annual convention. The president shall be thepresiding officer, who may appoint others to preside. The president may appoint
credentials, balloting, and other committees if needed. The board shall adopt voting
procedures implementing article 9, sections 3, 4, and 5, of the RI constitution for
representation by the delegates.
5.060. Board Meetings.
5.060.1. Frequency, Notice, and Manner.
The board shall meet at the time, place, and manner as it may determine or upon thecall of the president, provided that it meets at least twice each year. At least 30 days inadvance, the general secretary gives all directors notice of a meeting unless it is waived.
Official meetings, and any director’s participation, may be in person, byteleconferencing, internet, and other communications equipment. The board may
transact business without meeting by unanimous written consent. The presidentnominee shall be a non-voting participant at board meetings.

75.060.2. Quorum.
A majority of the board is a quorum, except when the RI constitution or bylaws require alarger vote.
5.060.3. First Meeting of Year.
The incoming board meets immediately after the annual convention at a time, place,and manner set by the incoming president. Decisions at the meeting must be ratified
after 30 June at a meeting or by a method in section 5.060.1. in order to take effect.
5.070. Executive Committee.
The board may appoint an executive committee composed of five to seven of its
members, including ex officio members. The executive committee shall evaluate theperformance of the general secretary at least annually and report its findings to theboard. The board may delegate its authority to make decisions between meetings to the
executive committee, but only on matters within RI’s established policy. The board
prescribes the terms of reference for the executive committee, which shall not conflictwith this section.
5.080. Terms and Qualifications of Directors.
5.080.1. Terms.
Directors serve a term of two years, beginning 1 July in the year next following theirelection, or until their successors are elected.
5.080.2. Qualifications.
A candidate shall have served a full term as governor before being proposed for director(unless the board determines that shorter service suffices), and at least three years musthave elapsed since the candidate’s service as governor. The candidate shall haveattended at least two Rotary institutes and one convention in the 36-month period
before being proposed. No person who served a full term as director, as defined in the
bylaws or as determined by the board, may again be a director except as president orpresident-elect.
5.090. Disability of Board Member.
If a board member becomes disabled and unable to discharge their duties, the member
shall forfeit the office upon a three-fourths vote of the board.
5.100. Vacancy in the Office of Director.
If the office of a director is vacant for any reason, the board shall elect the alternate
selected when the director was elected, who serves the rest of the term. If the alternate
cannot serve for any reason, the remaining members of the board shall elect a director
from the same zone (or section of the zone) in which the vacancy occurs at its next
meeting or by a vote in a manner set by the president.
Article 6 Officers
6.010. Election of Officers at Convention.
6.020. Duties of Officers.
86.030.
6.040.
6.050.
6.060.
6.070.
6.080.
6.090.
6.100.

Selection of Vice-President and Treasurer.
Election and Term of General Secretary.
Qualifications of Officers.
Terms of Officers.
Vacancy in the Office of President.
Vacancy in the Office of President-elect.
Vacancy in the Office of Vice-President or Treasurer.
Compensation of Officers.

6.010. Election of Officers at Convention.
The officers to be elected at the annual convention are the president, directors, andgovernors of RI and the president, vice-president, and honorary treasurer of RIBI.
6.020. Duties of Officers.
6.020.1. President.
The president, as the highest officer of RI, shall:(a) be a positive and motivational leader for Rotarians worldwide;(b) be the chair of the board and preside at its meetings;(c) be the principal person to speak for RI;(d) preside at all conventions and other international RI meetings;(e) counsel the general secretary; and(f) have further duties and responsibilities as assigned by the board.
6.020.2. President-elect.
The person elected as president serves as president-elect, and as a board member, in theyear after election. The president-elect is not eligible for selection as vice-president. The
president or the board may assign the president-elect duties in addition to those in thesebylaws or that accompany membership on the board.
6.020.3. General Secretary.
The general secretary is RI’s chief executive officer, responsible:(a) for day-to-day management of RI under the board’s direction and control;(b) to the president and board for implementation of their policies and for RI’s
operations and administration, including financial operation;(c) for communicating with Rotarians and clubs the board’s policies;(d) solely for the supervision of the secretariat staff;(e) for making an annual report to the board, which shall, upon approval by theboard, be submitted to the convention; and(f) for giving bond for the faithful discharge of those duties in a sum and with sureties
as required by the board.
6.020.4. Treasurer.
The treasurer:(a) shall regularly receive financial information from, and confer with, the generalsecretary on the management of RI finances;(b) makes appropriate reports to the board and the annual convention; and9(c) may have additional duties to those in these bylaws or that accompany
membership on the board as assigned by the president or the board.
6.030. Selection of Vice-President and Treasurer.
The vice-president and treasurer are selected by the incoming president at the board’s
first meeting from among the second-year directors for a one-year term beginning on 1
July.
6.040. Election and Term of General Secretary.
The board elects a Rotarian as general secretary for a term of not more than five years.
The election takes place by 31 March in the final year of the term or if a vacancy occurs.
The new term begins 1 July, unless the board sets a different date following the election.
The general secretary may be re-elected.
6.050. Qualifications of Officers.
6.050.1. Generally.
Each officer shall be a member in good standing of a club. No elected officer, except thegeneral secretary, shall be an employee of any club, district, or RI.
6.050.2. President.
A candidate for the office of president shall have served a full term as a director before
being nominated to serve as president, unless the board determines that service for lessthan a full term satisfies the intent of this provision.
6.060. Terms of Officers.
Officers begin their term of office on 1 July and serve a term of one year or until theirsuccessors have been elected, unless otherwise specified in these bylaws.
6.070. Vacancy in the Office of President.
If the office of president is vacant, the vice-president becomes president and selects a
new vice-president from among the remaining members of the board.
6.070.1. Simultaneous Vacancies in the Offices of President and Vice-President.
If both offices of president and vice-president are vacant, the board shall elect fromamong its members (other than the president-elect) a president who then selects a vicepresident.
6.080. Vacancy in the Office of President-elect.
6.080.1. Selection of Replacement President-elect by the Board.
If the position of president-elect becomes vacant for any reason, the board shall elect a
replacement president-elect from among the candidates considered by the nominating
committee at the time that the president-elect was selected by the committee. The board
should fill the vacancy within one month.

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6.080.2. Vacancy Immediately Preceding Assumption of Office.
If the office of president-elect becomes vacant after the convention adjourns, but before
1 July, the vacancy shall be considered to occur on 1 July and be filled in accordancewith section 6.070.
6.080.3. Contingencies for Vacancies.
The president shall determine the procedure for a contingency not contemplated by thissection.
6.090. Vacancy in the Office of Vice-President or Treasurer.
For a vacancy in the office of vice-president or treasurer, the president shall select asecond-year director to fill the unexpired term.
6.100. Compensation of Officers.
The general secretary shall be the only officer to receive compensation, as set by theboard. There shall be no payments, including any expressions of appreciation, honoraria
or similar payments, to any other officer or the president-nominee, other thanreimbursement of reasonable, documented expenditures as authorized by the board’s
expense reimbursement policy.
Article 7 Council on Legislation
7.010. Types of Legislation.
7.020. Who May Propose Legislation.
7.030. District Endorsement of Club Legislation.
7.040. Purpose and Effect Statement.
7.050. Deadline for Enactments and Position Statements.
7.060. Duly Proposed Enactments; Defective Enactments and Position Statements.
7.070. Review of Legislation.
7.080. Interim Provisions.
7.090. Extraordinary Meeting of the Council.
7.010. Types of Legislation.
The council on legislation shall consider enactments and position statements.
Enactments are legislation seeking to amend the constitutional documents. Position
statements are legislation seeking to state RI’s position.
7.020. Who May Propose Legislation.
Enactments may be proposed by a club, a district conference, the general council orconference of RIBI, the council on legislation, or the board. Only the board may propose
position statements. The board shall not propose legislation related to TRF without
prior agreement by the TRF trustees.
7.030. District Endorsement of Club Legislation.
Club-proposed enactments must be endorsed by its district at a district conference, a
district legislation meeting, or an RIBI district council. Where time does not allow
proposed enactments to be submitted to the district conference, a district legislation
meeting, or RIBI district council, the proposed enactments may be submitted to the11clubs of the district by a club ballot conducted by the governor. Any club ballot shallfollow the procedure in section 12.050. as closely as possible. An enactment delivered to
the general secretary shall be certified by the governor that it has been endorsed.
Districts should not propose or endorse more than five enactments per council on
legislation.
7.040. Purpose and Effect Statement.
All legislation shall include a purpose and effect statement, not longer than 300 words,
identifying the issue the legislation addresses and explaining how the legislation
resolves it.
7.050. Deadline for Enactments and Position Statements.
The general secretary must receive enactments by 31 December in the year before thecouncil. The board may propose enactments it determines to be urgent by 31 December
before the council convenes. The board may propose position statements any time
before the council adjourns.
7.060. Duly Proposed Enactments; Defective Enactments and Position Statements.
7.060.1. Duly Proposed Enactments.
An enactment is duly proposed if it complies with sections 7.020., 7.030., 7.040., and7.050.
7.060.2. Defective Enactments.
An enactment is defective if it:(a) is subject to two or more inconsistent meanings;(b) fails to amend all affected parts of the constitutional documents;(c) would violate governing law;(d) would amend the standard Rotary club constitution to conflict with the RI bylaws
or the RI constitution;(e) would amend the RI bylaws to conflict with the RI constitution; or(f) would be impossible to administer or enforce.
7.060.3. Defective Position Statements.
A position statement is defective if it fails to state a proposed position of RI.
7.070. Review of Legislation.
The constitution and bylaws committee shall review legislation submitted to the generalsecretary and approve the purpose and effect statements for legislation before
publication. The board authorizes the committee on its behalf to examine all legislation,
advise proposers of any defects, and recommend, where feasible, corrective action.
7.070.1. Similar Legislation.
For substantially similar legislation, the board authorizes the constitution and bylaws
committee on its behalf to recommend compromise legislation to the proposers. If the
proposers do not agree to the compromise, the committee may direct the generalsecretary to transmit to the council alternate legislation that expresses the objective of
12the similar proposals. Compromise and alternate legislation, so designated, is not
subject to the established deadlines.
7.070.2. Legislation Not Transmitted to the Council on Legislation.
If the board determines that legislation is not duly proposed, or is duly proposed but
defective, it is not transmitted to the council. The general secretary shall notify the
proposer, who then must secure the consent of two-thirds of the representatives to havethe proposed legislation considered by the council.
7.070.3. Amendments to Legislation.
Amendments to legislation must be submitted by the proposers to the general secretaryby 31 March of the year before the council, unless extended by the board (through theconstitution and bylaws committee).
7.070.4. Transmittal of Legislation.
The general secretary shall transmit to the council all duly proposed and not defective
legislation, including all timely amendments.
7.070.5. Publication of Proposed Legislation.
The general secretary will provide a copy of all duly proposed and not defective
legislation to each governor and council member by 30 September in the year of thecouncil.
7.070.6. Council Consideration of Legislation.
Before any in-person meeting of the council on legislation, the representatives may voteelectronically on duly proposed legislation presented for consideration by the council
operations committee, after notice and opportunity for comment. This vote may be partof the council on resolutions. If less than 20 percent of the representatives entitled tovote vote for an enactment, it shall not be considered at the next in-person meeting of
the council on legislation. If more than 80 percent of the representatives entitled to votevote for an enactment, it shall be considered on the consent agenda for the next inperson meeting. At its next in-person meeting, the council shall consider and act upon
the consent agenda, all other duly proposed and not defective legislation, and any
amendments.
7.080. Interim Provisions.
Interim provisions shall expire when they are no longer applicable.
7.090. Extraordinary Meeting of the Council.
7.090.1. Notice.
An extraordinary meeting of the council on legislation may be called by the board inaccordance with article 10, section 5 of the RI constitution. Notice of an extraordinary
meeting and the legislation it will consider shall be sent to members and governors nolater than 30 days before the meeting is scheduled to convene. The governors shallnotify the clubs in their districts.
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7.090.2. Adoption of Enactments.
A two-thirds affirmative vote of the representatives shall be required for the adoption oflegislation at an extraordinary meeting of the council on legislation.
7.090.3. Procedures.
The procedures for the regular meeting of the council on legislation shall apply at an
extraordinary meeting with the following three exceptions:7.090.3.1. Method of Meeting.
An extraordinary meeting may be convened in person or through electronic
communications.
7.090.3.2. Report of Action.
The report of action provided for in subsection 9.150.1. shall be transmitted to the clubs
within seven days of the adjournment of the extraordinary meeting.
7.090.3.3. Opposition to Action.
The clubs shall have one month from the time the report is transmitted to the clubs torecord their opposition to any action of an extraordinary meeting of the council on
legislation.
7.090.4. Effective Date of Action.
Actions of an extraordinary meeting of the council on legislation shall become effective
one month after the general secretary has transmitted the report of that council so longas the requisite number of opposition votes has not been filed by clubs. If the requisite
number of clubs have recorded their opposition, the action will be subject to a clubballot following as closely as possible the provisions of section 9.150.
Article 8 Council on Resolutions
8.010. Meeting of the Council on Resolutions.
8.020. Resolutions.
8.030. Who May Propose Resolutions.
8.040. District Endorsement of Club Resolutions.
8.050. Enactments Considered by the Council on Resolutions.
8.060. Deadline for Resolutions and Enactments.
8.070. Duly Proposed Resolutions; Defective Resolutions.
8.080. Review of Proposed Resolutions and Enactments.
8.090. Resolutions and Enactments Not Transmitted to the Council.
8.100. Enactment Procedures
8.110. Adoption of Resolutions.
8.010. Meeting of the Council on Resolutions.
A council on resolutions convenes annually by electronic means to consider and act on
any duly proposed resolutions submitted to it.
8.020. Resolutions.
Resolutions are expressions of opinions by the council on resolutions.
148.030. Who May Propose Resolutions.
Resolutions may be proposed by a club, a district conference, the general council orconference of RIBI, and the board.
8.040. District Endorsement of Club Resolutions.
Club-proposed resolutions must be endorsed by the district at a district conference, a
district legislation meeting, RIBI district council, or through a club ballot conducted by
the governor, following the procedures in section 12.050. as closely as possible. A
proposed resolution delivered to the general secretary shall be certified by the governor
that it has been endorsed.
8.050. Enactments Considered by the Council on Resolutions.
The council on resolutions, as a special meeting of the council on legislation, shallconsider and act on any enactments duly proposed by the board that the board
determines to be of an urgent nature.
8.060. Deadline for Resolutions and Enactments.
The general secretary must receive resolutions by 30 June in the year before the council
on resolutions convenes. The board may propose resolutions any time before the council
adjourns. The board may deliver to the general secretary urgent enactments by 30 Junein the year before the council on resolutions convenes. The board shall not propose
legislation related to TRF without prior agreement by the TRF trustees.
8.070. Duly Proposed Resolutions; Defective Resolutions.
8.070.1. Duly Proposed Resolutions.
A resolution is duly proposed if it complies with sections 8.030., 8.040., and 8.060.
8.070.2. Defective Resolutions.
A resolution is defective if it:(a) would request an action, or express an opinion, in conflict with the letter or spiritof the constitutional documents;(b) would request an action that involves administrative or management matterswithin the discretion of the board or TRF trustees;(c) would request an action which has already been implemented by the board or TRF
trustees; or(d) is not within the framework of RI’s program.
8.080. Review of Proposed Resolutions and Enactments.
The board authorizes the constitution and bylaws committee on its behalf to examine allresolutions and enactments and advise proposers of any defects. The committee
recommends to the board if the resolution or enactment is duly proposed and notdefective.

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8.090. Resolutions and Enactments Not Transmitted to the Council.
If the board determines that resolutions or enactments are not duly proposed, or are
duly proposed but defective, they are not transmitted to the council and the generalsecretary shall notify the proposers.
8.100. Enactment Procedures
For any enactment adopted by a council on resolutions, the procedures and deadlines insubsections 7.090.3.2. to 7.090.4. shall apply.
8.110. Adoption of Resolutions.
Adoption of resolutions requires an affirmative vote of a majority of those voting at thecouncil.
Article 9 Composition and Procedures of the Councils
9.010. Representatives.
9.020. Qualifications of Representatives.
9.030. Duties of Representatives.
9.040. Terms of Representatives.
9.050. Selection of Representatives by Nominating Committee.
9.060. Election of Representatives at the District Conference.
9.070. Election of Representatives by Club Ballot.
9.080. Report and Publication of Representatives’ Names.
9.090. Representative or Alternate Unable to Serve.
9.100. Credentials.
9.110.
Council Officers.
9.120. Council Operations Committee.
9.130. Quorum and Voting.
9.140. Procedures of the Councils.
9.150. Post-Council Proceedings.
9.010. Representatives.
Representatives are the voting members of the council on legislation and council on
resolutions. Each district elects one representative as provided in sections 9.050.,
9.060., and 9.070. A non-districted club shall select a district whose representative shallrepresent the club.
9.020. Qualifications of Representatives.
Each representative shall(a) be a member of a club in the district represented;(b) have served a full term as an RI officer at the time of election. However, if thegovernor certifies, and the RI president concurs, that no past officer is available inthe district, a Rotarian who served less than a full term as governor or governorelect may be elected; and(c) understand and be qualified, willing, and able to perform the duties andresponsibilities of a representative.

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9.020.1. Not Eligible.
Non-voting members of the councils and full-time, salaried employees of RI, districts, orclubs shall not serve as voting members of the councils.
9.030. Duties of Representatives.
A representative shall:(a) assist clubs in preparing enactments and resolutions;(b) discuss legislation and resolutions at district conferences and other district
meetings;(c) be knowledgeable about the attitudes of Rotarians within the district;(d) consider carefully all legislation and resolutions presented to the councils andeffectively communicate their views to the councils;(e) act as an objective legislator of RI;(f) attend the meeting of the council on legislation for its full duration;(g) participate in the council on resolutions; and(h) report on council deliberations to the clubs of the district.
9.040. Terms of Representatives.
The term of a representative begins on 1 July in the year after the year of selection. Each
representative shall serve a term of three years or until a successor is selected andcertified.
9.050. Selection of Representatives by Nominating Committee.
The representative and an alternate should be selected by a nominating committee
procedure based on section 12.030. where not in conflict with this section. If a district
fails to adopt a method for selecting members of a nominating committee, thenominating committee shall be composed of all past governors who are members of aclub in that district and are willing and able to serve. A candidate for representative
shall not serve on the committee. Representatives shall be selected by 30 June in theyear two years before the council on legislation.
9.060. Election of Representatives at the District Conference.
9.060.1. Election.
If the district does not use the nominating committee procedure, it may elect the
representative and the alternate at the annual district conference or, in the case of an
RIBI district, at the district council. The election shall take place by 30 June in the year
two years before the council on legislation or, in the case of an RIBI district, at themeeting of the district council after 1 October in the year two years before the council on
legislation.
9.060.2. Nominations.
A club may nominate a qualified member of any club in the district who is willing andable to serve. The club president and secretary shall certify the nomination and forward
it to the governor. If the nominating club is not the candidate’s club, the candidate’s clubpresident and secretary shall also certify the nomination in order for it to be accepted.
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9.060.3. One Candidate for Representative.
If there is only one candidate, no ballot is required, and the governor shall declare thatcandidate the representative and appoint a qualified member of a club in the district thealternate.
9.060.4. Selection of Representatives and Alternates.
The candidate receiving a majority of the votes at the district conference is therepresentative to the council on legislation and the council on resolutions. If there are
only two candidates, the candidate not receiving a majority of the votes is the alternate,serving only if the representative is unable to serve. Voting procedure shall follow
sections 12.050. and 12.050.1.
9.070. Election of Representatives by Club Ballot.
9.070.1. Authorization for Club Ballot.
The board may authorize a district to select the representative and alternate by a clubballot. Alternatively, a majority of electors present and voting at a district conference
may vote to select the representative and the alternate by a club ballot. When authorizedat the district conference, the club ballot shall be conducted in the month after the
district conference.
9.070.2. Nominations.
The governor shall send an official call for nominations for representative to the clubs inthe district. The club president and secretary shall send certified nominations to thegovernor. If the club nominating a candidate is not the candidate’s club, the candidate’s
club president and secretary shall also certify the nomination to the governor. All
nominations must be received by the date set by the governor.
9.070.3. Election by Club Ballot.
The governor shall conduct a club ballot by sending each club a ballot with the qualified
candidates in alphabetical order. Any candidate who requests to be excluded from theballot by a date set by the governor shall be excluded from the ballot. The number of aclub’s votes is determined by the formula in subsection 15.050.1. The governor may
appoint a committee to conduct the club ballot, substantially following this section.
9.080. Report and Publication of Representatives’ Names.
9.080.1. Report by Governor to General Secretary.
The governor shall report the names of the representative and alternate to the generalsecretary immediately following their selection.
9.080.2. Publication of Representatives to Council Meetings.
At least 30 days before a council convenes, the general secretary shall publish to each
representative the names of all representatives.

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9.090. Representative or Alternate Unable to Serve.
If a representative is unable to serve, the alternate becomes the new representative. If
the alternate is unable to serve or none was selected, the governor shall select a qualified
member of a club in the district as the new representative.
9.100. Credentials.
The general secretary shall certify the credentials of representatives, subject to review by
the council on legislation.
9.110. Council Officers.
The council officers are the chair, vice chair, parliamentarian, and secretary. A chair,
vice chair, and parliamentarian shall be selected by the incoming president in the year
immediately before the council on legislation and shall serve for three years or until a
successor is selected. The general secretary shall publish their names to all clubs. The
chair and vice chair are non-voting members except, when presiding, either may vote tobreak a tie vote.
9.110.1. Chair.
The chair presides over the councils and has the duties specified in the bylaws, the rulesof procedure, and those that pertain to the office.
9.110.2. Vice Chair.
The vice chair presides when directed by the chair or otherwise required. The vice chairassists the chair as needed.
9.110.3. Parliamentarian.
The parliamentarian advises the chair and the councils on matters of parliamentary
procedure.
9.110.4. Secretary.
The general secretary is the secretary of the councils or, with the approval of thepresident, may appoint another person to serve as secretary.
9.110.5. Constitution and Bylaws Committee.
The members of the constitution and bylaws committee are non-voting members of thecouncils. The council chair assigns each member items of legislation and resolutions tostudy in order to inform the councils about their purpose, background, and effect.
9.110.6. Non-Voting Members.
The president, president-elect, one member of the board elected by the board, andgeneral secretary are non-voting members of the councils. A TRF trustee, elected by thetrustees, is a non-voting member of the councils.
9.110.7. Members-at-Large.
The president may appoint up to three members-at-large as non-voting members of thecouncil on legislation. Members-at-large serve under the direction of the council chair.
After publication of the legislation, the council chair assigns each member-at-large items
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of legislation. Each member-at-large shall study the legislation and be prepared tofacilitate its consideration in order to inform the council on legislation on matters notadequately addressed in debate.
9.120. Council Operations Committee.
The council operations committee – chaired by the council chair and composed of thechair, vice chair, and members of the constitution and bylaws committee – shallrecommend the order of consideration for legislation at the council on legislation andshall adopt the order of consideration for the council on resolutions. The committee may
draft and revise amendments to correct defects identified by the committee or council in
any legislation or amendments. The committee shall make correlative amendments tothe bylaws and the standard club constitution to give full effect to any adopted
enactments and shall prepare reports to the council on legislation about any correlative
amendments.
9.130. Quorum and Voting.
A quorum is one-half of the voting members of a council. Each voting member may cast
one vote on a question submitted to vote. There is no proxy voting in the councils.
9.140. Procedures of the Councils.
9.140.1. Rules of Procedure.
The council operations committee shall recommend rules of procedure for the council
on legislation and shall adopt rules of procedure for conducting the council on
resolutions. Each council on legislation may adopt rules of procedure for its
deliberations. The rules shall not conflict with the bylaws and shall remain in effect untila later council adopts new rules.
9.140.2. Appeal.
The council on legislation may appeal any decision made by the chair. A majority vote of
the council on legislation is required to overrule a decision by the chair.
9.150. Post-Council Proceedings.
9.150.1. Reports.
Within ten days after a council adjourns, the chair shall send a report to the generalsecretary about the council’s actions. Within two months after a council adjourns, thegeneral secretary shall send a report to each club about all adopted legislation or
resolutions. The report shall be accompanied by a form where a club may record its
opposition.
9.150.2. Opposition to Council Adoptions.
A club may submit an opposition to any legislation adopted by the council on legislation.
Clubs shall have at least two months after the form is sent to submit their opposition.
Opposition forms must be certified by the club president and received by the generalsecretary by the deadline. The general secretary examines and tabulates such forms andpublishes the vote totals on Rotary’s website.
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9.150.3. Suspension of Council Adoptions.
A council’s adoption of legislation is suspended if oppositions are received from clubs
representing at least 5 percent of the votes all clubs are entitled to cast.
9.150.4. Vote by Club Ballot.
Any club may vote on suspended legislation. The general secretary shall distributeballots to each club within one month after the suspension. The ballot asks whether thecouncil’s adoption of the suspended legislation should be sustained. The number of aclub’s votes is determined by the formula in subsection 15.050.1. A ballot must be
certified by the club president and received by the general secretary by the deadline on
the ballot, allowing clubs at least two months to vote.
9.150.5. Balloting Committee Meeting.
The president appoints a balloting committee and sets a time, place, and manner forballot counting within two weeks of the ballot deadline. The balloting committee shallreport the results to the general secretary within five days after it adjourns.
9.150.6. Results of Balloting.
If a majority of the votes entitled to be cast by clubs rejects the council’s adoption, theadoption is nullified from the date of the suspension. Otherwise, the suspended
adoption is reinstated as if no suspension occurred.
9.150.7. Effective Date of Council Adoptions.
A council’s adoption of legislation or resolutions takes effect on 1 July immediately after
adjournment of the council, unless suspended by oppositions under subsection 9.150.3.
Article 10 Nominations and Elections for President
10.010. Nominations for President.
10.020. Nominating Committee for President.
10.030. Election of Members to the Nominating Committee for President.
10.040. Committee Procedure.
10.050. Nomination by the Committee.
10.060. Report of Committee.
10.070. Additional Nomination by Clubs.
10.080. Contingency Not Provided for in Section 10.070.
10.090. Club Ballot.
10.010. Nominations for President.
No past president or current board member shall be nominated for president.
10.020. Nominating Committee for President.
10.020.1. How Constituted.
The nominating committee for president is composed of 17 members from the 34 zones
that are elected as follows:21

(a) In even-numbered years, each odd-numbered zone shall elect a member of thecommittee;(b) In odd-numbered years, each even-numbered zone shall elect a member of thecommittee.
10.020.2. Member from RIBI.
Zones wholly within RIBI elect their members through a club ballot of all the clubs in
RIBI as determined by the general council of RIBI. The RIBI general secretary confirms
the member’s name to the RI general secretary.
10.020.3. Qualifications.
Each member of the nominating committee shall be:(a) a member of a club in the zone from which the member is elected;(b) neither the president, president-elect, nor any past president; and(c) a past director of RI at the time of election. If no past director is available forelection or appointment as a member of the committee from a particular zone, apast governor shall be eligible for election or appointment if that past governor
served for at least one year as a member of a committee provided for in article 17
or as a TRF trustee.
10.030. Election of Members to the Nominating Committee for President.
10.030.1. Notification to Eligible Candidates.
Between 1 and 15 March, the general secretary asks all eligible past directors whether
they desire to be considered for membership on the committee. They must notify thegeneral secretary before 15 April that they are willing and able to serve, or they will not
be considered for the committee.
10.030.2. One Eligible Past Director in a Zone.
If there is only one eligible, willing, and able past director from a zone, the president
shall declare that past director to be the member from that zone.
10.030.3. Two or More Eligible Past Directors from a Zone.
If there are two or more eligible, willing, and able past directors, the member andalternate member of the committee shall be elected in a club ballot.
10.030.3.1. Ballot Procedure.
The general secretary shall prepare a single transferable ballot, with the names of alleligible past directors in alphabetical order. The general secretary shall send a ballot
with photographs and biographical statements of each past director to each club in thezone by 15 May. The completed ballot shall be returned to the general secretary at theWorld Headquarters by 30 June. The number of a club’s votes is determined by theformula in subsection 15.050.1.
10.030.4. Balloting Committee Meeting.
A balloting committee, appointed by the president, meets at a time, place, and manner
determined by the president to examine and count the ballots, no later than 10 July.
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Within five days of meeting, the balloting committee shall certify the balloting results to
the general secretary.
10.030.5. Declaration of Member and Alternate.
The candidate receiving a majority of the votes is the member of the nominating
committee. The candidate receiving the second highest number of votes is the alternate
member of the committee serving only if the elected member is unable to serve. The
voting process for members and alternate members shall take into account the secondand subsequent preference choices when necessary. In the event of a tie vote, the board
shall appoint the member and alternate from the candidates who received the tie vote.
10.030.6. Vacancy.
In the event of a committee vacancy, the new member shall be the most recent eligible
past director on 1 January from the zone who is willing and able to serve.
10.030.7. Term.
The member’s one-year term shall commence on 1 July of the calendar year of election.
Any alternate called to serve on the committee shall serve for the unexpired term of themember.
10.030.8. Vacancy Not Provided for in Bylaws.
The board shall appoint a member to fill any vacancy on the committee not provided forin this section, preferably from a club in the same zone.
10.040. Committee Procedure.
10.040.1. Notification of Names of Committee Members.
The general secretary shall notify the board and the clubs of the names of the committee
members within one month after their selection.
10.040.2. Selection of Chair.
The committee shall elect a member to serve as chair when the committee convenes.
10.040.3. Forwarding Names to Committee.
The general secretary shall, between 1 May and 15 May, notify eligible Rotarians and ask
if they are willing to be considered for nomination for president. The deadline for
notifying the general secretary of willingness to serve is 30 June. Those Rotarians not
responding to the general secretary by 30 June will not be considered by the nominating
committee. The general secretary shall forward the list of those willing to serve to thenominating committee and to any Rotarian upon request at least one week before thecommittee meeting.
10.050. Nomination by the Committee.
10.050.1. Best Qualified Rotarian.
The committee shall meet and nominate the best qualified Rotarian from among the listof past directors who have indicated they are willing to serve as president regardless of23

their country of residence. However, the committee shall not nominate candidates fromthe same country of residence two years consecutively.
10.050.2. Committee Meeting.
The committee shall meet no later than 15 August at a time, place, and manner
determined by the board. All candidates shall have an opportunity to be interviewed by
the committee according to procedures set by the board.
10.050.3. Quorum and Voting.
Twelve members of the committee shall constitute a quorum. All business of thecommittee shall be by majority vote, except that to select the committee’s nominee forpresident, at least ten members of the committee shall vote for the nominee.
10.050.4. Resignation of Nominee for President and Procedure for New Selection.
If the nominee for president is unable to serve or submits a resignation to the president,
the nominee shall no longer be eligible for nomination or election to the office ofpresident in that year. The president shall notify the chair of the committee, and thecommittee shall select another qualified Rotarian as nominee for president using thefollowing procedures:
10.050.4.1. Procedures for Committee.
The chair is authorized to promptly initiate the procedures for meeting. The president
determines the time, place, and manner of the meeting.
10.050.4.2. Challenging Candidates.
If the committee selects another nominee, the clubs shall be given a reasonable period
as determined by the board to submit challenging candidates in accordance with section
10.070., except with reference to specified filing dates.
10.050.4.3. Contingency Not Provided for in Bylaws.
If an unforeseen contingency arises, the board shall determine the procedure to befollowed.
10.060. Report of Committee.
The committee’s report shall be addressed to the clubs and certified to the generalsecretary by the chair within ten days following the committee’s adjournment. Within
30 days, the general secretary shall send the report to each club.
10.070. Additional Nomination by Clubs.
In addition to the nomination made by the committee, challenges may be made in thefollowing manner:
10.070.1. Candidate Previously Considered and Concurrence.
Any club may suggest as a challenging candidate a Rotarian who notified the generalsecretary pursuant to subsection 10.040.3. of their willingness to be considered fornomination for president through a resolution adopted by the club. The resolution mustbe supported by a concurrence of at least a majority of the clubs in the district obtained24

at a district conference or through a club ballot. The concurrence must be certified to thegeneral secretary by the governor. The resolution must be accompanied by a written
statement from the challenging candidate agreeing to have the candidacy submitted tothe clubs for endorsement. The requirements must be received by 1 October.
10.070.2. Notification to Clubs of Challenging Candidates.
After 1 October, the general secretary shall notify the clubs of the suggested challenging
candidates and provide them with an endorsement form.
10.070.3. Absence of a Challenging Candidate.
If no challenging candidate has been suggested, the president shall declare the nomineeof the nominating committee to be the president-nominee.
10.070.4. Endorsement of Challenging Candidate.
If on 15 November, any challenging candidate has been endorsed by 1 percent of the
clubs comprising the membership of RI as of the most recent club invoice, with at least
half of the endorsements from clubs in zones other than that of the challenging
candidate(s), the challenging candidate(s) and the committee’s nominee shall beballoted on as provided in section 10.090. If the challenging candidate(s) fails to receive
the prescribed endorsements by 15 November, the president shall declare thecommittee’s nominee to be the president-nominee.
10.070.5. Validity of Endorsement.
The balloting committee provided in subsection 10.090.1. shall validate, count, andcertify the returned endorsement forms and report to the president. If the committee
finds that a sufficient number of forms endorse the challenging candidate, but has goodreason to suspect the genuineness of the forms, it shall advise the president who shallconvene the election review committee to determine the validity of the forms. After thedetermination is made, the balloting committee shall report to the president.
10.080. Contingency Not Provided for in Section 10.070.
If a contingency arises which has not been provided for in section 10.070., the board
shall determine the procedure to be followed.
10.090. Club Ballot.
The procedure for electing a president by a club ballot as provided in section 10.070.
shall be as follows:
10.090.1. Balloting Committee.
The president shall appoint a balloting committee to supervise the preparation, return,and counting of ballots.
10.090.2. Ballot Specifications.
The balloting committee shall prepare a single transferable ballot. The ballot shall list
the names of all proposed candidates in alphabetical order following the name of thecommittee’s candidate. The name of the candidate selected by the committee shall beclearly indicated on the ballot.
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10.090.3. Distribution of Ballot.
The balloting committee shall send the ballot to each club by 15 February, with
instructions that the completed ballot be returned to the balloting committee at World
Headquarters by 15 April. The ballot shall include photographs and biographicalstatements of the candidates.
10.090.4. Club Voting.
The number of a club’s votes is determined by the formula in subsection 15.050.1.
10.090.5. Balloting Committee Meeting.
The balloting committee shall meet at a time, place, and manner determined by thepresident, no later than 20 April. The committee shall examine and count the ballots.
The balloting committee shall certify the results to the general secretary within five days.
10.090.6. Counting of Votes.
The candidate receiving a majority of the votes shall be declared the president-elect. The
voting shall take into account the second and subsequent choices where necessary.
10.090.7. Announcement of President-elect.
The president shall announce the name of the president-elect no later than 25 April.
10.090.8. Tie Vote.
If there is a tie vote, the nominating committee’s candidate shall be declared thepresident-elect. If neither tied candidate was the committee’s choice, the board shallselect one of them to be the president-elect.
Article 11 Nominations and Elections for Directors
11.010. Nominations for Directors by Zones.
11.020. Selection of Director-nominee and Alternate by Nominating Committee
Procedure.
11.030. Club Ballot Procedure.
11.040. Nominations for Officers of RIBI.
11.010. Nominations for Directors by Zones.
Nominations for directors shall be by zones.
11.010.1. Number of Zones.
The world shall be divided into 34 zones that are approximately equal in number ofRotarians, as determined by the board.
11.010.2. Schedule of Nominations.
Each zone shall nominate a director from its clubs’ membership every fourth year
according to a schedule established by the board.

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11.010.3. Periodic Review of Zone Boundaries.
The board shall review the composition of the zones at least every eight years tomaintain an approximately equal number of Rotarians in each zone. The board may also
undertake, as necessary, interim reviews for the same purpose.
11.010.4. Realignment of Zones.
Any new alignments can be made by the board.
11.010.5. Sections Within Zones.
The board may create, modify, or eliminate sections in zones in order to rotate thedirectorship within a zone by nominating RI directors on a schedule set by the board,
based on an approximately equal of number of Rotarians. Except for zones that include
clubs in RIBI, no such section shall be created, modified, or eliminated over theobjection of a majority of the clubs in the zone.
11.010.6. Director from Zone in RIBI.
The director from a zone or section of a zone wholly within RIBI shall be nominated by
all the clubs in RIBI by a club ballot in the form and at the time the general council of
RIBI shall determine. The name of the nominee shall be certified to the generalsecretary by the secretary of RIBI.
11.020. Selection of Director-nominee and Alternate by Nominating Committee
Procedure.
11.020.1. General Provisions of Nominating Committee Procedure.
Directors-nominee and alternates shall be selected by the nominating committee
procedure except in zones and sections of zones wholly within RIBI. Nominating
committees shall be constituted from the entire zone, except for zones that include both
districts within RIBI and districts not within RIBI, notwithstanding any bylaw
provisions or informal understandings which may limit the area within the zone fromwhich the candidate may be nominated. However, if there are two or more sections in azone, the committee shall be selected from only those districts in the section(s) fromwhich the director is to be nominated unless a majority of all districts in the zone, byresolutions adopted at their district conferences, agree to the selection from all districtsin the zone. The procedure for making this determination shall be decided by the board.
For the agreement to be effective for the selection of a nominating committee, it must be
certified to the general secretary by the district governor by 1 March in the year
preceding the selection. The agreement shall be void if the districts comprising the zone
are changed, but shall otherwise remain in effect unless rescinded by a majority of
districts of the zone by resolution adopted at their conferences and certified to thegeneral secretary by the district governors.
11.020.2. Nominating Committee Procedure for Zones with Section(s) within RIBI and
Section(s) not within RIBI.
In a zone that has a section wholly within RIBI and a section not within RIBI, directorsnominee and alternates shall be selected by the nominating committee procedure in the27section that is not within RIBI. The nominating committee for the section not within
RIBI shall be selected from that section.
11.020.3. Membership on Nominating Committee.
A nominating committee shall consist of one member from each district in the zone or
section elected by the clubs of the district as provided. Each member shall be a past
governor at the time of election, who is a member of a club in the relevant zone or
section. The members shall have attended (a) at least two Rotary institutes of the zone
from which the director is being nominated and (b) one convention in the three years
before serving on the committee. A district may, by a resolution adopted at a district
conference by a majority vote of the electors present and voting, dispense with some or
all of requirements (a) or (b), if the resolution applies only to the next nominating
committee. Members shall be elected for a term of one year. Directors or past directors
shall not be eligible for membership on the nominating committee. No Rotarian shallserve more than twice as a member of the nominating committee. Each member shallhave one vote.
11.020.4. Election.
Except as provided in subsections 11.020.9., 11.020.10., and 11.020.11., the member andthe alternate member of the nominating committee shall be elected at the district
conference in the year before the scheduled nomination. To participate in district voting
for the selection of a member and alternate member of the nominating committee fordirector, a club shall have paid the required district levy for the Rotary year in which thevoting is taking place and shall not be indebted to the district. The financial status of theclub is determined by the governor.
11.020.5. Nominations.
Any club in a district may nominate a qualified member of the club for membership on
the nominating committee if the member has indicated a willingness and ability toserve. The club shall certify the nomination in writing and must include the signaturesof the club president and secretary. The nomination shall be forwarded to the governor
for presentation to the electors at the district conference. Each club shall designate one
elector to cast all its votes. All votes from a club with more than one vote shall be cast forthe same candidate. For votes requiring or utilizing a single transferable ballot withthree or more candidates, all votes from a club with more than one vote shall be for thesame-ordered choices of candidates.
11.020.6. Members and Alternates.
The candidate receiving a majority of the votes shall be the member of the nominating
committee. The candidate receiving the second highest number of votes shall be thealternate member, to serve only if the member is unable to serve.
11.020.7. Candidate Declared as a Member of the Nominating Committee.
No ballot shall be required if there is only one nominee in a district. The governor shalldeclare the nominee as the member of the nominating committee.

2811.020.8. Member and Alternate Member Unable to Serve.
If neither the member nor the alternate member is able to serve, the governor may
designate a qualified member of a club in the district to be the member of thenominating committee.
11.020.9. Selection of Members by Nominating Committee Procedure.
The member and the alternate member of the nominating committee may be selected bya nominating committee procedure based on section 12.030.1. where not in conflict withthis section. If a district fails to adopt a method for selecting members of a nominating
committee, the nominating committee shall be composed of all past governors who aremembers of a club in that district and are willing and able to serve. A candidate formember shall not serve on the committee. The member and the alternate member of thenominating committee shall be selected by 30 June of the year before the scheduled
nomination.
11.020.10. Election of Member of the Nominating Committee Through Club Ballot.
In certain circumstances, the board may authorize a district to select the member of thenominating committee and the alternate in a club ballot. The governor shall send every
club in the district an official call for nominations. All nominations must be in writing
and signed by the president and the secretary of the club. The nominations must be
received by the governor by the date set by the governor. The governor shall send eachclub a ballot listing in alphabetical order the qualified nominees. A candidate will be
excluded from the ballot, if their request is received by the date set by the governor. The
number of a club’s votes is determined by the formula in subsection 15.050.1. The
governor may appoint a committee to conduct the club ballot.
11.020.11. Election Through Club Ballot.
A majority of electors present and voting at a district conference may vote to select themember and the alternate member by a club ballot. The club ballot shall be conducted inaccordance with subsection 11.020.10. and shall conclude no later than 15 May of theappropriate year.
11.020.12. Report of Member to the General Secretary.
The member and the alternate shall be reported by the governor to the generalsecretary. Those reported after 1 June shall not serve on the nominating committee.
11.020.13. Contingency Not Provided for in Section 11.020.
The board shall determine the procedure for any contingency not provided for in thissection.
11.020.14. Designation of Convener, Time and Place of Meeting, Election of Chair.
The board shall designate a convener from the members of the nominating committee
no later than 15 June in the year preceding the year when a director and alternate are to
be nominated. The board shall also designate the place of its meeting. The meeting mustbe held between 15 September and 15 October, unless otherwise authorized by theboard. The committee shall elect a chair from its members when it meets.
2911.020.15. Suggestions from Clubs to Committee.
By 1 July, the general secretary informs the clubs in the zone, or section, of thecomposition of the nominating committee, invites them to submit their suggestions for
director from the zone, or section, and provides the address of the convener.
Suggestions shall be submitted to the convener on a form approved by the board andinclude a photograph and background information about the suggested candidate’s
Rotary and other activities. Suggestions must be received by the convener no later than 1
September.
11.020.16. Committee Nominations.
The nomination of a director and alternate shall be made from among members of clubs
in the zone, or section of the zone, whose names are suggested by clubs. If fewer than
three names are suggested, the committee may also consider other qualified Rotariansin that zone or section for selection. The committee is responsible for nominating thebest qualified persons available.
11.020.17. Meeting of the Nominating Committee.
The committee shall meet during the following September at a time and place
determined by the board. A majority of the members is a quorum and all business shallbe by majority vote, except in selecting the committee’s nominee for director. The
nominees for director and alternate must receive at least a 60 percent majority vote of
the committee. The chair of the nominating committee may only vote for nominees for
director and alternate or to break a tie vote.
11.020.18. Committee Inability to Select Nominee.
If a nominating committee is unable to select a director-nominee by a 60 percent
majority vote, the director-nominee shall be selected in a club ballot. The club ballot
shall be based on the club ballot procedure in section 11.030. and include all suggested
names for director considered by the committee.
11.020.19. Report of Selection of Committee.
The committee’s nomination for director and alternate from the zone shall be filed withthe general secretary within ten days after the meeting’s adjournment. The generalsecretary shall inform all clubs in the zone, or section, of the committee’s selection by 30
October.
11.020.20. Nominee Unable to Serve.
If a director-nominee selected by the committee is unable to serve, the alternate shall
automatically be nominated to serve.
11.020.21. Proposal of Challenging Candidates.
Any club in the zone, or section, may propose a challenging candidate. The challenging
candidate must have been suggested to the nominating committee. The name of thechallenging candidate shall be submitted by a resolution of the club adopted at a regularmeeting. The resolution must be concurred to by a majority of clubs in its district or, if
its district is in more than one zone, a majority of clubs in its district which are in thesame zone from which the director is to be nominated. The concurrence shall be
30obtained at a conference or through a club ballot. The concurrence must be certified to
the general secretary by the district’s governor. The resolution must include a written
statement from the challenging candidate that the candidate is willing and able to serve,
specific biographical material (on a form prescribed by the board), and a recent
photograph. The process must be completed by 1 December in the relevant year, or thechallenging candidate is not eligible to contest the selection.
11.020.22. Declaration of Director-nominee, Selection in Club Ballot.
If there is no eligible challenging candidate by 1 December, the president shall declarethe committee’s nominee as the director-nominee from the zone. The announcement
shall take place no later than 15 December. If the general secretary receives therequirements for a challenging candidate by 1 December, selection of a director fromamong the challenging candidates and the committee’s nominee shall be made in a clubballot in accordance with section 11.030.
11.030. Club Ballot Procedure.
The procedure for selecting a director-nominee in a club ballot pursuant to section
11.020. shall be as provided below.
11.030.1. Voting.
All clubs within the zone shall participate in the balloting except in those zones where
the nominating committee is to be selected from the districts within a section pursuant
to the provisions of subsection 11.020.1. or 11.020.2. In those zones, only clubs within
the section from which the RI director is to be nominated shall participate in theballoting.
11.030.2. Ballot Specifications.
The general secretary shall prepare a single transferable ballot. Each ballot shall include
in a form approved by the board:(a) the name of the candidate selected by the nominating committee clearly indicatedon the ballot;(b) the names of the challenging candidates proposed by clubs in alphabetical order
following the name of the candidate selected by the nominating committee; and(c) photographs and biographical statements of each candidate provided by the
proposing clubs.
11.030.3. Deadline for Receipt of Ballots.
The general secretary shall send the ballot including photographs and biographicalstatements to each club in the zone or section no later than the following 31 December.
The ballot shall be sent with instructions that the completed ballot must be returned to
the general secretary at the World Headquarters no later than 1 March.
11.030.4. Club Voting.
The number of a club’s votes is determined by the formula in subsection 15.050.1.

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11.030.5. Balloting Committee.
The president shall appoint a balloting committee to examine and count ballots. The
committee shall meet at a time, place, and manner determined by the president, no later
than 5 March. The committee shall certify the results to the general secretary within fivedays.
11.030.6. Counting Ballots.
The candidate for director receiving the majority of the votes shall be declared thenominee. The counting shall take into account the second and subsequent preferences inorder to select the alternate director.
11.030.7. Announcement of Director-nominee.
The president shall announce the name of the director-nominee selected no later than
10 March.
11.030.8. Tie Vote.
If a club ballot results in a tie for director-nominee, a second club ballot shall be
conducted. The general secretary shall prepare and send the ballots, which shall include
the names of the candidates who tied in the first club ballot, biographical statements,
and photographs. The ballots and other materials shall be sent to each club in the zone
or section by 15 March with instructions that the completed ballot be returned to thegeneral secretary at the World Headquarters no later than the following 1 May. The
balloting committee shall meet at a time, place, and manner determined by thepresident to count the ballots, no later than 5 May. The balloting committee shall certify
the results to the general secretary within five days. The president shall inform all clubs
in the zone of the director-nominee no later than 10 May.
11.030.9. Extension of Time.
The board may alter the date(s) in this section as they apply to the clubs.
11.040. Nominations for Officers of RIBI.
Nominees for president, vice-president, and honorary treasurer of RIBI shall beselected, proposed, and nominated pursuant to the bylaws of RIBI.
Article 12 Nominations and Elections for Governors
12.010. Selection of a Governor-nominee.
12.020. Procedure to Select Governor.
12.030. Nominating Committee Process.
12.040. Selection of Governor by Club Ballot.
12.050. Club Ballot Procedure.
12.060. Selection of Governor by District Conference.
12.070. Certification of Governor-nominee.
12.080. Rejection or Suspension of Governor-nominee.
12.090. Vacancies in the Offices of Governor-nominee and Governor elect.

32

12.010. Selection of a Governor-nominee.
The district shall select a nominee for governor between 24 and 36 months before taking
office. The nominee shall become the governor-nominee-designate upon selection andthe governor-nominee on 1 July two years before taking office as governor. The board
shall have the authority to extend the date under this section for good and sufficientreason. The nominee will be elected at the RI convention in the year before the nominee
will attend the international assembly.
12.020. Procedure to Select Governor.
Except for those districts in RIBI, a district shall adopt, by a resolution at a district
conference by a majority vote of the electors present and voting, one of three processes
to select the governor-nominee-designate in future years:(a) nominating committee;(b) club ballot; or(c) district conference.
If the district has not adopted a process by 1 July, the district shall use the nominating
committee process. The district must follow all procedures for its chosen selection
method as provided in the remainder of this article. To participate in district voting forthe election of governors-nominee, a club shall have paid the required district levy for
the Rotary year in which the voting is taking place and shall not be indebted to the
district. The financial status of the club is determined by the governor.
12.030. Nominating Committee Process.
12.030.1. Nominating Committee for Governor.
In districts adopting a nominating committee procedure, the committee shall seek out
and propose the best qualified candidate for governor-nominee. The terms of referenceof the committee, including the method for selecting members, shall be determined in a
resolution adopted by the electors present and voting at a district conference. The termsof reference must not be inconsistent with the bylaws.
12.030.2. Failure to Select Members of the Nominating Committee.
Any district that has adopted the nominating committee procedure but fails to select themembers of the committee shall select the five most recent past governors who are still
members of a club in that district as its nominating committee. The committee shallfunction in accordance with section 12.030. If five past governors are not available, theRI president shall appoint additional members from that district so that the committee
has five members.
12.030.3. Club Suggestions for Governor.
The governor shall invite clubs to submit their suggestions for nominations forgovernor. The deadline for suggestions is at least two months before the nominating
committee meeting. The suggestions shall be submitted by a resolution naming thesuggested candidate adopted at a regular club meeting and certified by the secretary. A
club shall only suggest one of its own members.

33

12.030.4. Nomination by Committee of Best Qualified Rotarian.
The committee shall nominate the best qualified Rotarian who is available to serve as
governor and not be limited to those names submitted by clubs in the district.
12.030.5. Notification of Nomination.
The chair of the nominating committee shall notify the governor of the candidate
selected within 24 hours of the adjournment of the nominating committee. Within threedays of the receipt of the notice, the governor shall notify the clubs in writing of thename and club of the nominee.
12.030.6. Committee Inability to Select Nominee.
If the nominating committee cannot agree upon a candidate, the governor-nominee
shall be elected in a club ballot as provided in section 12.050. or at the district
conference in accordance with section 15.050. In either case, only those candidates
suggested to the nominating committee may participate.
12.030.7. Challenging Candidates.
Any club in the district in existence for at least one year as of the beginning of that year
may also propose a challenging candidate for governor-nominee, but only if it previously
suggested the candidate to the nominating committee. A club in existence for less than
one year as of the beginning of that year may propose a challenging candidate if thecandidate is a member of that club and was already suggested to the nominating
committee. The name of the challenging candidate shall be submitted by a resolution of
the club adopted at a regular meeting and filed with the governor by the date set by thegovernor, which shall be within 14 days of notification of the selection for governornominee.
12.030.8. Concurrence to Challenges.
The governor shall inform all clubs through a form prescribed by RI of any challenging
candidate and ask whether any club concurs with the challenge. In order to concur, aclub must adopt a resolution at a regular meeting and file it with the governor by thedate set by the governor. A valid challenge requires concurrences by either:(a) 10 other clubs; or(b) 20 percent of the total number of clubs
which have been in existence for at least one year as of the beginning of that year in that
district, whichever is higher. A club shall concur with only one challenging candidate.
12.030.9. Challenging Nominations.
Within seven days after the deadline, the governor shall notify clubs that there is a valid
challenging candidate. The notice shall include the name and qualifications of eachchallenging candidate, the names of the challenging and concurring clubs, and state thatthe candidates will be voted on in a club ballot or at the district conference, if thechallenge remains valid for 30 days after the notice by the governor.

34

12.030.10. Lack of Valid Challenging Candidate.
If there is no valid challenging candidate, the governor shall declare the committee’s
candidate as the governor-nominee. The governor shall notify all clubs in the district of
the nominee within 15 days.
12.040. Selection of Governor by Club Ballot.
The governor shall send every club an official call for nominations for governor. All
nominations must be in writing, signed by the president and secretary of the club, andreceived by the governor by the deadline. The deadline shall be at least one month after
the call for nominations. A club shall suggest only one of its own members. If only one
candidate is suggested by the clubs, no ballot is required and the governor shall declarethe candidate to be the governor-nominee. If there are two or more candidates, thegovernor notifies clubs of the name and qualifications of each candidate and that the
governor-nominee will be selected by a club ballot.
12.050. Club Ballot Procedure.
The governor shall send a single transferable ballot to each club, listing the candidates
in alphabetical order, except when the ballot results from a challenge, in which case thecandidate selected by the district nominating committee shall be listed first. The
governor shall send a copy of the ballot, signed by all members of the balloting
committee, to each club with instructions that the completed ballot be returned to thegovernor by a date set by the governor. This date shall be between 15 and 30 days
following the date the governor sent the ballots to the clubs.
12.050.1. Club Voting.
The number of a club’s votes is determined by the formula in subsection 15.050.1., basedon the club invoice dated 1 July. If a club is entitled to more than one vote, the club shallcast all votes for the same candidate. The name of the candidate for whom the club has
cast its vote(s) shall be verified by the secretary and president of the club and forwarded
to the governor.
12.050.2. Balloting Committee.
The governor shall announce the place, date, and time for counting ballots and shallappoint a balloting committee of three members. Validation of ballots shall be
undertaken separately from the counting of the ballots. The committee shall makearrangements to safeguard the secrecy of the ballots and to allow the candidates or acandidate’s representative to be present to observe the counting of the ballots.
12.050.3. Report of Balloting Committee.
The balloting committee shall promptly report the results to the governor as soon as a
candidate receives a majority vote, including the number of the votes for each candidate.
The candidate receiving a majority of the votes cast shall be declared governor-nominee.
If there is a tie vote, the nominating committee’s candidate shall be declared thegovernor-nominee. If neither tied candidate was the nominating committee’s choice, thegovernor shall select one of the tied candidates as the governor-nominee. The governor
shall promptly notify the candidates and clubs of the results of the ballot. The balloting
committee shall retain all ballots for 15 days after the governor’s notification to the35candidates and clubs. The ballots shall be open to inspection by any club during thisperiod. The chair of the committee shall destroy the ballots following the 15-day period.
12.060. Selection of Governor by District Conference.
If a district chooses to select its governor-nominee at the district conference, thegovernor shall invite the clubs to submit their suggestions for nominations for governor.
The call for nominations and the ballot at the district conference will follow as closely as
possible the provisions for a club ballot. All votes from a club with more than one voteshall be counted only if cast for the same candidate. Each club shall designate one
elector to cast all its votes.
12.070. Certification of Governor-nominee.
The governor shall certify the name of the governor-nominee to the general secretary
within 10 days of declaring the nominee.
12.080. Rejection or Suspension of Governor-nominee.
12.080.1. Failure to Meet Qualifications.
Any governor-nominee who does not meet the qualifications and requirements shall berejected and not presented by the general secretary to the convention for election, unlessexcused by the board in accordance with sections 16.010. and 16.020.
12.080.2. Suspension of Nomination.
The board may suspend a nomination if it believes that the nominee would be unable tofulfill the duties and responsibilities of the office. The board shall inform the governor
and nominee of the suspension and the nominee shall be given an opportunity to submit
additional information. The board shall consider all pertinent circumstances including
any information submitted by the nominee and either reject the nomination of thenominee by a two-thirds vote or withdraw the suspension.
12.080.3. Rejection of Nominee.
The general secretary shall advise the governor if the nominee has been rejected by theboard. The general secretary shall provide reasons for the rejection, and the governor
shall advise the nominee. If time permits, the governor shall conduct a club ballot toselect another nominee for governor in accordance with the provisions of the bylaws.
Otherwise, the nominee shall be selected in accordance with section 12.090.
12.090. Vacancies in the Offices of Governor-nominee and Governor-elect.
If a district fails to select a governor-nominee or if a nominee becomes disqualified forelection or otherwise unable or unwilling to serve and another nominee is not selected
either before the election of officers at the convention or at least three months before theinternational assembly, the governor shall reinitiate the selection procedures startingwith section 12.020. In either event, the board shall elect the Rotarian so nominated toserve as governor-elect. Thereafter, if either a governor-elect or governor-nominee
becomes unable or unwilling to serve as governor, and the selection process for the
successor has been completed by the district, then the successor shall automatically fill
the vacancy if they are willing to do so, subject to the required election either by the36

convention or the board. If the successor has been selected, but is unable or unwilling tofill the vacancy, the board shall elect a Rotarian qualified under section 16.010.
12.090.1. Special Provision to Vacancies.
When a governor reinitiates the nominating committee procedure in accordance withsection 12.090., the governor shall not be required to repeat the procedure in subsection
12.030.3. if there were no suggestions by clubs to the nominating committee during theprevious nominating process.
Article 13 Conduct and Review of Elections
13.010. Campaigning, Canvassing, and Electioneering.
13.020. Nominating Committee.
13.030. Election Review Procedures.
13.010. Campaigning, Canvassing, and Electioneering.
In order that the best qualified Rotarians are selected for RI’s elective offices, any effort
to influence the selection process for an elective office in any manner, including
campaigning, canvassing, or electioneering, is prohibited. Rotarians shall not campaign,
canvass, or electioneer for elective position in RI, or allow such activity, for either
themselves or others. Unless expressly authorized by the board, this prohibition
includes any distribution or circulation by themselves or others of brochures, literature,letters, materials, electronic media, or other communications to any clubs or membersof clubs. If a candidate learns of any prohibited activity, they shall immediately express
disapproval and instruct the activity to be stopped.
13.020. Nominating Committee.
No person who has agreed in writing to be a member, alternate member, or candidate
for membership on a nominating committee, whether elected or not, nor any candidate
who is elected and subsequently resigns from the committee, nor any spouse, child, orparent of any such person, shall be eligible to be nominated for the respective office inthe year in which the committee serves.
13.030. Election Review Procedures.
13.030.1. Complaints.
A complaint about the selection process for an RI elective office or the result of an RI
election shall be considered by the board only if it is:(a) made by a club with the concurrence of at least five other clubs or a current officer
of RI; or by a president’s representative to a district or zone meeting;(b) in writing; and(c) filed with the general secretary within 21 days after the election results areannounced.
13.030.2. Board Consideration.
The general secretary shall act upon a complaint pursuant to board procedures. The
board may dismiss the complaint, disqualify the candidate for the elective office sought
or future RI elective offices (or both) for such period as the board determines, or take37

any action against any Rotarian it deems fair and just. A two-thirds vote is required todisqualify a candidate. The board shall promptly transmit its decision to the interested
parties.
13.030.3. Repeated Election Complaints from a District.
Notwithstanding any other provision of these bylaws or the standard club constitution:(a) If, within the previous five years, the board has upheld two or more election
complaints in a district under subsection 13.030.1., the board may take any or allof the following actions when it has reasonable cause to believe that RI’s bylaws orelection complaint procedures have been violated:
1. disqualify from the election the nominee and any or all candidates and selecta qualified individual from a club in the district to serve;
2. remove from office any person who improperly influences or interferes in theelection process; and3. declare that a current or past RI officer who improperly influences orinterferes in the election process is no longer a current or past RI officer;(b) If, within the previous five years, the board has upheld three or more election
complaints in a district under subsection 13.030.1., the board may dissolve the
district and assign the clubs to surrounding districts, without regard to theprovisions of section 15.010.1.
13.030.4. Candidate Declaration of Campaigning Provisions.
On all forms suggesting candidates to elective office, candidates shall sign a declarationthat they have read, understood, accepted, and agreed to be bound by the provisions of
the bylaws.
13.030.5. Completion of Election Review Procedure.
The election review procedure in the bylaws is the exclusive method to contest the rightto an elective office or the result of an RI election. If a Rotarian candidate or a club
acting for a candidate does not follow and complete the election review procedure before
seeking the intervention by any non-Rotary agency or other dispute resolution system,
the Rotarian candidate shall be disqualified from the election in question and fromcontesting any elective office of RI for a period determined by the board. If a club or a
Rotarian fails to follow and complete the election review procedure before seeking theintervention of any non-Rotary agency or other dispute resolution system, the board
may take appropriate action pursuant to subsection 3.020.1. point c.
Article 14 Administrative Groups and Administrative Territorial Unit
14.010. Board Authority.
14.020. Supervision.
14.030. Administrative Territorial Unit (RIBI).
14.010. Board Authority.
Wherever clubs are administered by the direct supervision of a governor in a constituted
district, the board may authorize such committees, councils, or other assistants to thegovernor as the board may deem necessary and advisable.
3814.020. Supervision.
The board may establish a method of supervision in addition to the supervision by thegovernors of the clubs within any area composed of two or more geographicallycontiguous districts. If the board establishes a method of supervision, it shall prescribe
rules of procedure, which must be approved by the clubs in those districts and by aconvention.
14.030. Administrative Territorial Unit (RIBI).
The clubs located in RIBI shall be organized and operated as an administrative
territorial unit of RI. RIBI shall operate pursuant to its constitution as approved by the
council on legislation. It shall also act on the board’s behalf to admit clubs in RIBI, as a
districting committee of RI, in RI financial matters as provided in these bylaws, and as
authorized by the board.
14.030.1. The RIBI Constitution.
The RIBI constitution shall conform with the spirit and provisions of the RI constitution
and bylaws. The constitutions and bylaws of RI and RIBI shall include specificprovisions relating to the unit’s internal administration.
14.030.2. Amending the RIBI Constitution.
The provisions of the RIBI constitution that prescribe the unit’s internal administrationin carrying out its powers, purposes, and functions may be amended only by the RIBI
annual conference with the approval of the council on legislation. When the council on
legislation amends the RI constitutional documents in matters not related to internal
administration, correlative amendments necessary to conform the RIBI constitutional
documents with the RI constitutional documents shall be effected ipso facto.
14.030.3. Amending the RIBI Bylaws.
The RIBI bylaws may be amended as provided in, and consistent with, its constitution
and the RI constitutional documents.
Article 15 Districts
15.010. How Established.
15.020. Presidents-elect Training Seminar (PETS).
15.030. District Training Assembly.
15.040. District Conference and District Legislation Meeting.
15.050. Voting at District Conferences and District Legislation Meetings.
15.060. District Finances.
15.010. How Established.
The board is authorized to group clubs into districts and set their boundaries.
15.010.1. Eliminating and Changing Boundaries.
The board may eliminate or change the boundaries of a district with more than 100
clubs or fewer than 1,100 Rotarians, and then may move clubs from these districts into
adjacent districts, merge these districts with others, or divide them. Otherwise, nochange shall be made to the boundaries of a district if a majority of its clubs object. The
39

board may eliminate or change the boundaries of a district only after consulting with thegovernors and clubs involved and allowing them reasonable opportunity to provide a
recommendation on the proposed change. The board shall consider geographicalboundaries, potential for district growth, and cultural, economic, language, and otherrelevant factors. The board shall establish procedures for administration, leadership,and representation of future or merged districts.
15.010.2. Clubs in the Same Area.
Clubs in the same city, borough, municipality, or urban area shall not be assigned todifferent districts without the approval of a majority of the clubs. Clubs that exist in thesame locality have the right to be assigned to the same district. They may exercise thatright through petition to the board by a majority of the clubs. The board shall assign all
the clubs to the same district within two years of receipt of the petition.
15.020. Presidents-elect Training Seminar (PETS).
A district (or multidistrict) PETS shall be held annually, preferably in February or
March, to orient and train presidents-elect in the district as determined by the board.
The governors-elect shall plan, conduct, direct, and supervise the PETS.
15.030. District Training Assembly.
A district (or multidistrict) training assembly shall be held annually, preferably inMarch, April, or May, to develop club leaders who have the necessary skills, knowledge,
and motivation to: sustain and expand their membership base; implement successfulprojects that address the needs of their communities and communities in othercountries; and support TRF through both program participation and financial
contributions. The governors-elect shall plan, conduct, direct, and supervise the district
training assembly. In special circumstances, the board may authorize a district training
assembly at a date other than those specified here. Those specifically invited shall
include incoming club presidents and club leaders.
15.040. District Conference and District Legislation Meeting.
15.040.1. Time.
A district conference shall be held annually at a time agreed upon by the governor andthe presidents of a majority of the clubs. The governor-nominee may begin planning theconference when selected and certified to the general secretary. The conference dates
shall not conflict with the district training assembly, the international assembly, or theinternational convention. The board may authorize two or more districts to hold theirconferences together. The district may also hold a district legislation meeting, after all
clubs receive 21 days’ notice, at a time and place set by the governor. If a majority of the
clubs request a district legislation meeting, specifying the items to be discussed, thegovernor shall convene the meeting within eight weeks of the request.
15.040.2. Site Selection.
The governor-nominee and a majority of the current club presidents must agree on thesite for the conference. Alternatively, the board may approve that the governor-nominee
and a majority of those who will serve as club presidents during the same year may
40

select the site of the conference. If a club has not selected its future president, its current
president shall vote on the site.
15.040.3. Conference and District Legislation Meeting Actions.
A conference or legislation meeting may adopt recommendations on matters importantto the district, in accordance with the RI constitution and bylaws and the spirit andprinciples of Rotary. Each conference and legislation meeting shall consider and act on
all matters submitted.
15.040.4. Conference Secretary.
After consulting the president of the host club, the governor shall appoint a conference
secretary, who shall cooperate with the governor in planning the conference andrecording its proceedings.
15.040.5. Conference Report.
Within 30 days after the conference, the governor or acting chair, along with thesecretary, shall prepare a report of the conference proceedings and send it to the generalsecretary and each club secretary in the district.
15.050. Voting at District Conferences and District Legislation Meetings.
15.050.1. Electors.
Each club shall select and certify at least one elector to its conference and legislation
meeting (if held). A club with more than 25 members has one additional elector for each
additional 25 members or major fraction thereof. That is, a club with a membership of
up to 37 members is entitled to one elector, a club with 38 to 62 members is entitled totwo electors, a club with 63 to 87 members is entitled to three electors and so on.
Membership is determined by the number of members in the latest club invoice before
the vote, except that a suspended club has no vote. Each elector shall be a member of the
club. To vote, an elector must be present at the conference or legislation meeting. To
participate in any voting by electors at the district conference, a club shall have paid therequired district levy for the Rotary year in which the voting is taking place and shall not
be indebted to the district. The financial status of the club is determined by thegovernor.
15.050.2. Conference and Legislation Meeting Voting Procedures.
Every club member in good standing present at the conference or a legislation meetingis entitled to vote on all matters, except for:(a) selection of a governor-nominee;(b) election of a member and alternate of the nominating committee for director;(c) composition and terms of reference of the nominating committee for governor;(d) election of the representative and alternate to the council on legislation andcouncil on resolutions; and(e) amount of the per capita levy.
Any club member in good standing present may demand a poll on any matter presented
to the conference or legislation meeting, even if that member cannot vote on the matter.
In such cases, voting shall be restricted to electors. When voting on matters (a), (b), (c)41and (d), all votes from a club with more than one vote shall be cast for the samecandidate or proposition. For votes by single transferable ballot with three or morecandidates, all votes from a club with more than one vote shall be cast for the sameorder of candidates.
15.050.3. Proxies.
If the governor approves, a club may designate a proxy for an absent elector, who may
be a member of any club in the district. The proxy designation must be certified by theclub president and secretary. The proxy may cast votes for an absent elector in addition
to any other vote the proxy may have.
15.050.4. District Club Ballot.
Any decision or election that the bylaws authorize at a conference or training assembly
may be the subject of a club ballot. A club ballot shall follow the procedures in section
12.050. as nearly as possible.
15.060. District Finances.
15.060.1. District Fund.
Each district, by resolution of a conference, may establish a District Fund for financing
district-sponsored projects and administering and developing Rotary in the district. Any
person who fails to fulfill financial requirements, including improperly administering
the District Fund or failing to comply with subsection 15.060.4., shall not hold any RI or
district office until financial irregularities are resolved within the district.
15.060.2. Approval of Levy.
There shall be a per capita levy on members in the district to finance the District Fund.
The amount of the levy shall be set by:(a) the conference by a majority of the electors present and voting; or(b) the training assembly or the PETS by three-fourths of the incoming clubpresidents, including any representatives designated under article 11, section 5(c)of the standard club constitution.
15.060.3. Per Capita Levy.
The per capita levy is mandatory for all clubs of a district. The governor shall certify tothe board any club that has not paid the levy for more than six months. The board shallsuspend RI services to the club as long as the levy remains unpaid.
15.060.4. Annual Statement and Report of District Finances.
Within one year of serving as governor, the immediate past governor must provide eachclub an independently reviewed annual statement and report of district finances. The
immediate past governor must provide the statement and report and have it discussed
and adopted at a district meeting to which all clubs are entitled to send a representativeand for which 30 days’ notice has been given. Alternatively, within one year of serving as
governor, the immediate past governor may ask the governor to conduct a club ballot for
adoption of the statement and report. The statement and report shall be sent at least 30
42

days before the club ballot. The governor shall start this process within 30 days ofreceiving the request from the immediate past governor.
The review may be conducted by either a qualified accountant or a district audit
committee. An audit committee must:(a) have at least three active members be selected in accordance with establisheddistrict procedures;(b) include at least one member who is a past governor or an independent, financiallyliterate person; and(c) not include any current governor, treasurer, signatory of district bank accounts, ormember of the finance committee.
The annual statement shall include, but not be limited to, all:(a) sources of the district’s funds (RI, TRF, district, and club);(b) funds received by or on behalf of the district from fundraising activities;(c) grants received from TRF or TRF funds designated by the district for use;(d) financial transactions of district committees;(e) financial transactions of the governor by or on behalf of the district;(f) expenditures of district funds; and(g) funds received by the governor from RI.
Article 16 Governors
16.010. Qualifications of a Governor-nominee.
16.020. Qualifications of a Governor.
16.030. Duties of a Governor.
16.040. Duties of an RIBI Governor.
16.050. Removal from Office.
16.060. Vacancy in the Office of Governor.
16.010. Qualifications of a Governor-nominee.
Unless excused by the board, the person selected as a governor-nominee shall at thetime of selection:(a) be a member in good standing of a functioning club in the district;(b) have served as club president for a full term or as charter president for at least six
months;(c) demonstrate willingness, commitment, and ability to fulfill the duties andresponsibilities of a governor in section 16.030.;(d) demonstrate knowledge of the qualifications, duties, and responsibilities ofgovernor as prescribed in the bylaws; and(e) submit to RI a statement that the Rotarian understands those qualifications,duties, and responsibilities, is qualified for the office of governor, and is willing
and able to assume and faithfully perform those duties and responsibilities.
16.020. Qualifications of a Governor.
Unless excused by the board, a governor, when taking office, must have attended theinternational assembly for its full duration, have been a Rotarian for at least seven years,
and continue to possess the qualifications in section 16.010.
4316.030. Duties of a Governor.
The governor is the officer of RI in the district, functioning under the general control
and supervision of the board. The governor shall inspire and motivate the clubs in the
district. The governor shall ensure continuity within the district by working with past,current, and incoming district leaders. The governor is responsible for:(a) organizing new clubs;(b) strengthening existing clubs;(c) promoting membership growth;(d) working with district and club leaders to encourage participation in a districtleadership plan as developed by the board;(e) furthering the Object of Rotary by providing leadership and supervision of the
clubs in the district;(f) supporting TRF;(g) promoting cordial relations among the clubs and Rotaract clubs and between the
clubs, Rotaract clubs, and RI;(h) planning for and presiding at the district conference and assisting the governorelect in planning and preparing the PETS and the district training assembly;(i) conducting an official visit to each club, individually or in multi-club meetings,
that maximizes the governor’s presence to:
1. focus attention on important Rotary issues;
2. provide special attention to weak and struggling clubs;
3. motivate Rotarians to participate in service activities;
4. ensure that the club constitution and bylaws comply with the constitutional
documents, especially following councils on legislation; and5. personally recognize the outstanding contributions of Rotarians in the
district;(j) issuing a monthly communication to each club;(k) reporting promptly to RI as required by the president or the board;(l) providing the governor-elect, before the international assembly, full information
about the condition of clubs and recommended action to strengthen them;(m) assuring that district nominations and elections comply with the constitutional
documents and RI’s established policies;(n) inquiring regularly about the activities of Rotarian organizations in the district;(o) transferring district files to the governor-elect; and(p) performing any other duties as are inherent of an RI officer.
16.040. Duties of an RIBI Governor.
The duties of an RIBI governor shall be performed in keeping with the traditional
practices of the area under the direction of the general council and consistent with the
RIBI constitution and bylaws. The governor shall also report promptly to RI as requiredby the president or the board and shall perform any other duties as are inherent of an RI
officer.
16.050. Removal from Office.
The president may remove a governor from office for cause if the president determinesthat the governor is not performing the duties and responsibilities sufficiently. The
president shall advise the governor that he or she has 30 days to show reason why he or44

she should not be removed from office. The president may remove the governor fromoffice at the end of the 30-day period if the governor has failed to provide adequate
reason, in the president’s judgment. A removed governor shall not be considered a past
governor.
16.060. Vacancy in the Office of Governor.
16.060.1. Vice Governor.
The nominating committee for governor may select a past governor, proposed by thegovernor-elect, to be vice governor, who shall serve during the year following selection.
If the nominating committee makes no selection, the governor-elect may select a past
governor to be vice governor. The role of the vice governor is to replace the governor incase of a temporary or permanent inability to perform the governor’s duties.
16.060.2. Permanent Vacancy in the Office of Governor.
If there is no vice governor, the board may elect a past governor, preferably from thesame district, to fill a governor’s vacancy for the unexpired term. Until the board acts,
the president may appoint a past governor, preferably from the same district, as acting
governor.
16.060.3. Temporary Inability to Perform Duties of Governor.
If a governor temporarily cannot perform the duties of the office and there is no vice
governor, the president may appoint a past governor, preferably from the same district,as acting governor.
Article 17 Committees
17.010. Standing Committees.
17.020. Other Committees.
17.030. Special Committees.
17.040. Membership Committee.
17.050. Strategic Planning Committee.
17.060. Audit Committee.
17.070. Operations Review Committee.
17.080. Membership on Committees.
17.090. Meetings.
17.100. Term of Service.
17.110. Secretary of Committees.
17.120. Quorum.
17.130. Manner of Conducting Business.
17.140. Authority over Committees.
17.010. Standing Committees.
The board shall establish standing committees on:(a) communications - with six members, two appointed each year for three-year
terms;

45

(b) constitution and bylaws - with three members, one appointed each year for athree-year term, except that in the year of the council on legislation there shall befour members, with the most recent past member serving a fourth year;(c) conventions - with six members, including the chair of the host organization forthe convention. The president may appoint as chair a Rotarian who previously
served for two years as a member of a conventions committee but not as chair. In
addition to the chair of a convention committee, one other member may be a
person who previously served on a convention committee;(d) districting - with three members, one appointed each year from the board for athree-year term;(e) election review - with six members, two appointed each year for three-year terms;(f) finance - with eight members, six serving three-year terms with two members
appointed each year, plus the RI treasurer and one board member appointed by theboard, both serving one-year terms as non-voting members; and(g) Rotaract - with three members, one appointed each year for a three-year term,
plus three Rotaractors, with the committee co-chaired by one member and one
Rotaractor.
Interim Provision Relating to Section 17.010.
Amendments to section 17.010. adopted at the 2019 Council on Legislation
pursuant to council enactment 19-75 shall be implemented by the board in a manner it
deems appropriate.
17.020. Other Committees.
The board may establish other committees and determine, subject to the provisions ofsection 17.100.,:(a) the number of members;(b) the terms of members;(c) the duties and authority; and(d) the continuity of members from year to year.
17.030. Special Committees.
The provisions of sections 17.010., 17.020., 17.080., and 17.090. do not apply to any
nominating committee or any committee formed under sections 17.040. - 17.070.
17.040. Membership Committee.
The board shall appoint a membership committee composed of at least eight members
appointed for at least three-year terms on a staggered basis and eligible forreappointment.
17.050. Strategic Planning Committee.
The board and the TRF trustees shall appoint a strategic planning committee with eight
members. Two members shall be appointed each year, one by the board and one by thetrustees, for four-year terms. No member shall be a board member, a TRF trustee, or apast president. The chair and vice chair shall be jointly appointed by the RI president
and the TRF chair. Members who served fewer than three years may be reappointed.
Members shall be selected to balance experience in long-term planning, RI or TRF
46

programs and activities, and financial management. The committee shall meet as
decided by the president, the board, the TRF chair, or the TRF trustees.
17.060. Audit Committee.
The board shall appoint an audit committee with seven members, each of whom shall be
independent and financially literate. The committee shall include two board members
appointed annually by the board and one trustee appointed annually by the TRF
trustees. In addition, the committee shall include four members appointed by the board,
who are not board members or trustees, for single terms of six years. The committee
shall review and report to the board as appropriate on RI and TRF financial reports, theexternal audit, the system of internal control, internal audit, and related matters. The
committee advises the board and trustees under terms of reference not in conflict withthis section, prescribed by the board and trustees. The committee shall meet up to threetimes per year. The president, the board, or the committee chair shall determine thetime, place, manner, and notice of regular meetings. For additional meetings, thepresident or committee chair may determine the time, place, manner, and notice. The
chair of the operations review committee (or the chair’s designee) shall serve as a liaison
to the audit committee.
17.070. Operations Review Committee.
The board shall appoint an operations review committee with six members, for single
terms up to six years, with one member appointed each year as appropriate to maintainsix members. No member shall be a past president, current board member, or current
TRF trustee. Members shall be selected to balance experience in management,
leadership development, and financial management. The president or the board shalldetermine the time, place, manner, and notice of meetings. As deemed necessary by theboard or the president, the operations review committee may review operational
matters, including, but not limited to, the effectiveness and efficiency of operations,administrative procedures, and standards of conduct. The committee reports directly tothe board under terms of reference not in conflict with this section, prescribed by theboard.
17.080. Membership on Committees.
Except as otherwise provided in these bylaws, the president shall appoint the membersof the committees and any subcommittees after consulting the board. The president
shall designate the chair of each committee and subcommittee and serve as an ex officio
member of all RI committees.
17.090. Meetings.
Except as otherwise provided in these bylaws, the president shall determine the time,
place, manner, and notice of all meetings of committees and subcommittees. A majorityof the members shall constitute a quorum, and the act of a majority of the memberspresent at a meeting with a quorum shall be the act of the committee or subcommittee.
17.100. Term of Service.
Except as otherwise provided in these bylaws, no person may serve on the same RI
committee for more than three years. No person who has served on a committee for47

three years is eligible for later appointment to the same committee. This section does
not apply to ad hoc committees or ex officio members.
17.110. Secretary of Committees.
The general secretary is the secretary of all committees, unless the board otherwise
provides. The general secretary may appoint another person to serve as secretary.
17.120. Quorum.
A majority of all committee members is a quorum for a meeting, unless otherwise
provided in the bylaws or by the board.
17.130. Manner of Conducting Business.
A committee may conduct business by any manner of communication under rules ofprocedure prescribed by the board, unless contrary to the bylaws.
17.140. Authority over Committees.
All committees are subject to board control and supervision pursuant to susection
5.010.2.(c). All committee actions and decisions are subject to board approval, except
the decision of the nominating committee for president in selecting a presidentnominee. However, the board has jurisdiction over all actions and decisions that are inviolation of article 13.
Article 18 Fiscal Matters18.010. Fiscal Year.
18.020. Club Reports.
18.030. Dues.
18.040. Date of Payment.
18.050. Budget.
18.060. Five-Year Financial Forecast.
18.070. Audit.
18.080. Report.
18.010. Fiscal Year.
The fiscal year of RI is from 1 July to 30 June.
18.020. Club Reports.
A club or Rotaract club shall report to RI the number of its members on 1 July and on 1
January each year or on other dates set by the board.
18.030. Dues.
18.030.1. Per Capita Dues.
Each club pays per capita dues to RI for each member as follows: US$34.00 per halfyear in 2019 - 20, US$34.50 per half year in 2020 - 21, US$35.00 per half year in 2021 22, and US$35.50 per half year in 2022 - 23, and thereafter. The dues shall remain
constant until changed by the council on legislation.
48

18.030.2. Per Capita Dues for Rotaract Clubs
Each Rotaract club pays per capita dues to RI for each Rotaractor as determined by theboard.
18.030.3. Additional Per Capita Dues.
Each year a club pays to RI additional per capita dues in an amount per member, as
determined by the board to be sufficient to pay for the projected expenses of the council
on legislation and council on resolutions. The additional dues are separately designatedand restricted for the expenses of representatives attending the councils, as well as otheradministrative expenses of the councils, as determined by the board. The board shallfurnish the clubs an accounting of receipts and expenditures. In the event of an
extraordinary meeting of the council, clubs shall pay additional per capita dues as soon
as practicable.
18.030.4. Dues Payable by RIBI.
Each RIBI club or Rotaract club shall pay its per capita dues to RI as provided insubsections 18.030.1. and 18.030.2., through RIBI. RIBI shall retain one-half of the RI
per capita dues and forward the balance to RI.
18.030.5. Adjustment of Dues.
The board may return a portion of dues to a club or Rotaract club, as it deems
appropriate. Upon request, the board may also adjust or postpone the amount of percapita dues payable by a club or Rotaract club whose locality has sustained serious
damage from natural or similar disasters or whose currency is so devalued that the clubor Rotaract club is required to pay an excessive amount of its currency to meet its
obligations to RI.
18.040. Date of Payment.
18.040.1. Payment Due Dates.
Per capita dues are payable pursuant to subsections 18.030.1. and 18.030.2. on 1 Julyand 1 January of each year or other dates set by the board. Additional dues are payablepursuant to subsection 18.030.3. on 1 July or other dates set by the board.
18.040.2. Prorated Dues.
Between payment due dates, a club or Rotaract club shall pay prorated per capita dues for
new members, equal to one-twelfth of the annual per capita dues for each full month ofmembership. However, a club or Rotaract club is not required to pay prorated per capita
dues for a transferring or former member of another club or Rotaract club. Prorated per
capita dues are payable on 1 July and 1 January or on other dates set by the board.
18.040.3. Currency.
Dues are paid to RI in US currency. If this is impossible or impractical, the board may
authorize payment in other currency. The board also may grant an extension of time forpayment of dues when emergency conditions make it advisable.

4918.040.4. New Clubs.
A new club or Rotaract club begins paying dues on the next payment due date after its
admission.
18.050. Budget.
18.050.1. Adoption by Board.
Each year the board adopts a budget for RI for the next fiscal year. The budget’s
anticipated total expenses shall not exceed total anticipated revenue.
18.050.2. Revision of Budget.
The board may revise the budget at any time. Anticipated total expenses shall not exceed
total anticipated revenue.
18.050.3. Budgeted Expenditures.
No expenditure of RI funds shall be made unless it is within the board’s budget. The
general secretary has the duty and authority to enforce compliance with this subsection.
18.050.4. Expenditures in Excess of Total Anticipated Revenue; Emergency andUnforeseen Circumstances.
The board, by a three-quarters vote of all directors, may authorize expenditures inexcess of anticipated revenue in emergency and unforeseen circumstances, provided
that no expenditure causes indebtedness that exceeds the net assets of RI. The president
shall report full details of the excess expenditure and its circumstances to all RI officers
within 60 days and to the next convention.
18.050.5. Annual Publication of the RI Budget.
By 30 September each year, the RI budget shall be published as decided by the board
and brought to the attention of all clubs and Rotaract clubs.
18.050.6. Expenditures in Excess of Anticipated Revenue; RI Reserve.
Notwithstanding the provisions of section 18.050.4., the board will establish an annual
reserve target sufficient to ensure that RI will continue to meet its financial obligations.
If at any time the RI reserve is greater than the RI reserve target set by the board, theboard, by a three-quarters vote, may authorize the expenditure of amounts in excess ofanticipated revenues, provided that such expenditure would not cause the RI reserve todecrease below the RI reserve target. Full details of the reserve target and any excess
expenditure and the circumstances leading thereto shall be reported by the president toall officers of RI within 60 days and to the next convention.
18.060. Five-Year Financial Forecast.
18.060.1. Annual Review of Five-Year Forecast.
The board shall review a five-year financial forecast each year, which shall describe thedevelopment of RI’s total revenues, total expenses, assets, liabilities, and fund balances.

50

18.060.2. Presentation of Five-Year Forecast at the Council on Legislation.
The board shall present the five-year financial forecast to the council on legislation, as
background to any financial legislation. The first year of the five-year financial forecast
shall coincide with the year of the council on legislation.
18.060.3. Presentation of Five-Year Forecast at Rotary Institutes.
A director or other board representative shall present the five-year forecast to eachRotary institute.
18.070. Audit.
The board shall provide for an audit of RI at least once per year, prepared by licensed,
certified, or chartered public accountants, or auditors of recognized standing in the
country, state, or province in which the audit is made. The general secretary shallsubmit books and vouchers for audit as required by the board.
18.080. Report.
The general secretary shall publish the audited annual report no later than 31 December
after the fiscal year end. The report shall, by individual office, clearly show all expenses
reimbursed to, and all payments made on behalf of, the president, office of thepresident, president-elect, president-nominee, and each director. The report shallcontain the expenditures of the board, the annual convention, and each major divisionof the administration and the operations of the secretariat, and be accompanied by astatement comparing each of these items with the budget adopted in accordance withsubsection 18.050.1., or, if revised, in accordance with subsection 18.050.2. The reportshall contain full details of any expenditure varying from the approved budget by over
10 percent in each category. The report shall be distributed to each current and past RI
officer and available to any club or Rotaract club upon request. The general secretaryshall send the report for the year before a council on legislation to all council members
at least 30 days before the council convenes.
Article 19 Name and Emblem
19.010. Preservation of RI’s Intellectual Property.
19.020. Restrictions on the Use of RI’s Intellectual Property.
19.010. Preservation of RI’s Intellectual Property.
The board shall maintain and preserve the name, emblem, badge, and other insignia of
RI for the exclusive use and benefit of all Rotarians and Rotaractors.
19.020. Restrictions on the Use of RI’s Intellectual Property.
The name, emblem, badge, or other insignia of RI or of any club or Rotaract club shallnot be used by any club, Rotaract club, or member as a trademark, special brand ofmerchandise, or for any commercial purpose. RI does not recognize or approve the useof such name, emblem, badge, or other insignia in combination with any other name oremblem.
Article 20 Other Meetings
20.010. International Assembly.
51

20.020. Rotary Institutes.
20.030. Council of Past Presidents.
20.040. Meetings Procedure.
20.010. International Assembly.
20.010.1. Purpose.
The purpose of an international assembly is to educate, motivate, and inspire governorselect and to present an opportunity to discuss, plan, and implement Rotary’s programs
and activities for the coming Rotary year.
20.010.2. Time and Place.
The board shall determine the time and place of the international assembly. The
president-elect is responsible for its program and shall chair any committee supervisingassembly arrangements. The assembly shall be held annually before 15 February.
20.010.3. Participants.
The participants authorized to attend the international assembly include: the president,
the directors, the president-nominee, the directors-elect, the directors-nominee, thegeneral secretary, the governors-elect, the officers-nominee of RIBI, the chairs of the RI
committees and other persons that the board may designate.
20.010.4. Special or Sectional Assemblies.
The board may arrange two or more special or sectional assemblies to meet an
emergency or special condition.
20.020. Rotary Institutes.
The president may authorize the convening of Rotary institutes as annual informational
meetings for past, present, and incoming RI officers, and other Rotarians and guests
invited by the convener. A Rotary institute may be organized for RI, a zone, a section ofa zone, or a grouping of zones. The convener shall report upon the legislation andresolutions reviewed and the action taken by each council on legislation and council on
resolutions.
20.030. Council of Past Presidents.
20.030.1. Composition.
There shall be a standing council composed of past presidents who are members. The
president is a non-voting ex officio member of the council, with the privilege ofattending meetings and participating in deliberations. The penultimate past president
serves as chair, the immediate past president as vice-chair, and the general secretary as
secretary but shall not be a member of the council.
20.030.2. Duties.
The council of past presidents shall consider matters referred by the president or board
and may give advice and recommendations to the board on them. The council shall also,52

at the request of the board, act as mediators in matters involving clubs, districts, andofficers.
20.030.3. Meetings.
The president or the board may call a meeting of the council of past presidents, which
may also meet at the annual convention and/or international assembly. The chair of thecouncil shall make a written report to the board after each meeting.
20.040. Meetings Procedure.
The chair of each Rotary meeting, assembly, conference, or convention shall decide all
matters of procedure not specifically covered by the constitution, bylaws, or special rulesof procedure adopted by RI. These procedures shall be fair to all concerned, subject tothe right of appeal to the assembly.
Article 21 Official Magazine
21.010. Authority for Publishing Official Magazine.
21.020. Subscription Prices.
21.010. Authority for Publishing Official Magazine.
The board shall publish an official RI magazine in as many editions as the board
authorizes, the basic edition being published in English. The purpose of the official
magazine is to assist the board in furthering the purposes of RI and the Object of Rotary.
21.020. Subscription Prices.
21.020.1. Required Subscription.
Each member shall be a paid subscriber to the official magazine or to a Rotary magazine
approved for that club by the board for the duration of their membership. Two
Rotarians residing at the same address may subscribe jointly to an official magazine.
The board shall determine the subscription price of all editions of the official magazine.
Clubs shall collect the subscription fee and forward it to RI. Each member may choose
either a printed or (where available) electronic copy. The board may excuse a club fromcomplying with this section if its members are not literate in any of the languages of theofficial magazine or the Rotary magazine approved by the board for the club.
21.020.2. Magazine Income.
The magazine’s income during the current year shall be used only for its publication andimprovement. At the end of the year, any excess income over expenditure shall betransferred to the RI reserve, unless the board provides otherwise.
Article 22 The Rotary Foundation
22.010. TRF’s Purpose.
22.020. Trustees.
22.030. Expenditures of Trustees.
22.040. Report of Trustees.

5322.010. TRF’s Purpose.
TRF shall be operated exclusively for charitable and educational purposes by thetrustees in accordance with its articles of incorporation and bylaws. The articles ofincorporation and bylaws can be amended only by the trustees and with the consent of
the board.
22.020. Trustees.
There shall be 15 trustees, each nominated by the president-elect and elected by theboard in the year before taking office. Four trustees shall be past RI presidents. All
trustees shall satisfy the qualifications in TRF’s bylaws. In the event of a vacancy, a newtrustee shall be nominated by the president and elected by the board to complete theterm. The terms of the trustees shall be four years. Trustees may be reelected and shallserve without compensation.
22.030. Expenditures of Trustees.
The trustees shall make expenditures from TRF’s property only with the board’s
approval, except for two types of expenditures that require only the trustees’ approval:(1) the necessary expenses of administering TRF; and(2) expenditures of the income or principal of gifts to TRF as prescribed by the termsof the gift or bequest.
22.040. Report of Trustees.
The trustees shall report to RI at least annually on TRF’s programs and finances. The
annual report shall, by individual office, clearly show all expenses reimbursed to, and all
payments made on behalf of, each trustee.
Article 23 Indemnification
The board may establish and implement policies for indemnification of RI’s directors,
officers, employees, and agents.
Article 24 Arbitration and Mediation
24.010. Mandatory Mediation or Arbitration.
24.020. Mediation.
24.030. Arbitration.
24.040. Costs of Mediation or Arbitration.
24.010. Mandatory Mediation or Arbitration.
Any dispute between the current or former member(s) of a club and a district, RI, or an
RI officer, on any account whatsoever that cannot be settled amicably, except a board
decision, shall, upon a disputant’s request to the general secretary, be resolved bymediation or, if mediation fails, by arbitration. A request must be made in writing
within 60 days after the occurrence of the dispute. Within 90 days after receiving therequest, the board shall set the time, place, and manner of the mediation.
24.020. Mediation.
The board shall set the procedure for mediation, including appointing as mediator aneutral and detached Rotarian with appropriate skills and experience. Either party may
54request as mediator a Rotarian who is not a member of any disputant’s club. The
decision of the mediator shall be in writing and distributed to the parties and thegeneral secretary. A party who disagrees with the outcomes may request further
mediation.
24.030. Arbitration.
If mediation has failed, any disputant may request arbitration. The board shall set thetime, place, and manner of the arbitration. Each party shall appoint a Rotarian as anarbitrator. Multiple parties with similar positions, as determined by the board, shallagree on one arbitrator. The arbitrators shall appoint as an umpire a neutral anddetached Rotarian with appropriate skills and experience. The decision by thearbitrators or, if they disagree, by the umpire, shall be final and binding on all parties
and not subject to appeal.
24.040. Costs of Mediation or Arbitration.
Costs of mediation or arbitration shall be paid equally by the disputants, unlessotherwise decided by the mediator, arbitrators, or umpire.
Article 25 Amendments
These bylaws may be amended only by a majority of those voting at the council on
legislation or an extraordinary council meeting as provided in section 7.090.

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