Revised
Constitutional
DocumentsofRotaryInternational
Pursuant to action of the 2010 Council on
Legislation of Rotary International

Constitution of Rotary International

Article 1 Definitions
As used in the constitution and bylaws of Rotary International, unless the context
otherwise clearly requires, the words in this article shall have the following meanings:
1. Board: The Board of Directors of Rotary International.
2. Club: A Rotary club.
3. Member: A member, other than an honorary member, of a Rotary club.
4. Year: The twelve-month period which begins on the first day of July.
5. RI: Rotary International.
6. Governor: A governor of a Rotary district.
Article 2 Name and Description
The name of this organization shall be Rotary International. RI is the association of clubs
throughout the world.
Article 3 Purposes
The purposes of RI are:(a) To support the clubs and districts of RI in their pursuit of programs and activities
that promote the Object of Rotary;(b) To encourage, promote, extend, and supervise Rotary throughout the world;(c) To coordinate and generally direct the activities of RI.
Article 4 Object
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy
enterprise and, in particular, to encourage and foster:First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of theworthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as
an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian’s personal, business,and community life;
Fourth. The advancement of international understanding, goodwill, and peace througha world fellowship of business and professional persons united in the ideal of service.
Article 5 Membership
Section 1 — How Constituted. The membership of RI shall consist of clubs which
continue to perform the obligations as set forth in this constitution and the bylaws.
Section 2 — Composition of Clubs.
(a) A club shall be composed of active members each of whom shall be an adultperson of good character and good business, professional and/or community
reputation,(1) engaged as a proprietor, partner, corporate officer, or manager of any
worthy and recognized business or profession; or(2) holding any important position in any worthy and recognized business or1

profession or any branch or agency thereof and have executive
capacity with discretionary authority; or(3) having retired from any position listed in sub-subsection (1) or (2) of thissubsection; or(4) being a community leader who has demonstrated through personal
involvement in community affairs a commitment to service and the Object ofRotary; or(5) having the status of Rotary Foundation alumnus as defined by the board
andhaving his or her place of business or residence located in the locality of the clubor the surrounding area. An active member moving from the locality of the club or
the surrounding area may retain membership in the club where the member’s board
grants such permission and said active member continues to meet all conditions ofclub membership.
(b) Each club shall have a well-balanced membership in which no one business,
profession or type of community service predominates. The club shall not elect a
person to active membership from a classification if the club already has five or
more members from that classification, unless the club has more than 50 members,
in which case the club may elect a person to active membership in a classification
so long as it will not result in the classification making up more than 10 percent of
the club’s active membership. Members who are retired shall not be included in
the total number of members in a classification. The classification of a transferringor former member of a club, or a Rotary Foundation alumnus as defined by theboard, shall not preclude election to active membership even if the election results
in club membership temporarily exceeding the above limitations. If a member
changes classification, the club may continue the member’s membership under the
new classification notwithstanding these limitations.
(c) The bylaws of RI may provide for active membership and honorary membership inclubs and shall prescribe the qualifications for each.
(d) In countries where the word "club" has an inappropriate connotation, Rotary clubs,with the approval of the board, will not be obliged to use it in their names.
Section 3 — Ratification of Constitution and Bylaws. Every club granted a certificate ofmembership in RI and accepting the same thereby accepts, ratifies, and agrees to bebound in all things, not contrary to law, by this constitution and the bylaws of RI, andamendments thereto, and to faithfully observe the provisions thereof.
Section 4 — Exceptions. Notwithstanding any other provision of this constitution or of
the bylaws of RI or the standard club constitution, the board, as a pilot project, may
admit into membership or permit the reorganization of up to 200 clubs with provisions
in their constitutions not in accordance with this constitution and bylaws of RI. Suchpilot project may extend for a period not exceeding six years. Upon the conclusion of
any such pilot project, the constitutions of all clubs admitted into membership or
permitted to reorganize shall be the standard club constitution as in effect at that time.
Article 6 Board of Directors
Section 1 — How Constituted. The board of directors shall be nineteen in number. The
president of RI shall be a member and chairman of the board. The president-elect of RI

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shall be a member of the board. Seventeen directors shall be nominated and elected inaccordance with the provisions of the bylaws.
Section 2 — Powers. The affairs and funds of RI shall be under the direction and controlof the board in conformity with this constitution and the bylaws and the Illinois General
Not-for-Profit Corporation Act of 1986, and any amendments thereto. In exercisingsuch direction and control over the funds of RI, the board may, as fixed by the budget orbudgets provided for in the bylaws, expend in any fiscal year the current income andsuch amount from the general surplus fund as may be necessary to accomplish the
purposes of RI. The board shall report to the next convention as to the special
conditions under which expenditures have been made from the surplus. The board shallat no time incur an indebtedness in excess of the then net assets of RI.
Section 3 — Secretary. The general secretary of RI shall be secretary of the board andshall have no vote in the proceedings thereof.
Article 7 Officers
Section 1 — Titles. The officers of RI shall be president, president-elect, vice-president,
treasurer, other directors, general secretary, district governors, and the president,
immediate past president, vice-president and honorary treasurer of RI in Great Britain
and Ireland.
Section 2 — How Elected. The officers of RI shall be nominated and elected as provided
in the bylaws.
Article 8 Administration
Section 1 — The clubs located in Great Britain, Ireland, the Channel Islands, and the Isleof Man shall comprise an administrative territorial unit of RI which shall be known as"Rotary International in Great Britain and Ireland" whose powers, purposes, andfunctions shall be those set forth in the articles of constitution of RI in Great Britain and
Ireland, as approved by the council on legislation and in the constitution and bylaws of
RI.
Section 2 — The administration of clubs shall be under general supervision of the board
together with one or other of the following forms of direct supervision, which shall be at
all times in conformity with the provision of this constitution and the bylaws:(a) Supervision of a club by the board.
(b) Supervision of clubs by a governor in a constituted district.
(c) Such supervision, as may be deemed advisable by the board and approved by the
council on legislation.
(d) Supervision of clubs in Great Britain, Ireland, the Channel Islands, and the Isle ofMan by RI in Great Britain and Ireland.
Section 3 — RI and clubs are encouraged to computerize their business operations to
speed up and economize the operation of the Rotary organization.
Article 9 Convention
Section 1 — Time and Place. A convention of RI shall be held annually within the last
three months of the fiscal year, at a time and place to be determined by the board,subject to change by the board for good cause.

3Section 2 — Special Conventions. In case of emergency, special conventions may becalled by the president with the approval of a majority of the members of the board.
Section 3 — Representation.
(a) In any convention, each club shall be entitled to be represented by at least one
delegate. Any club with a membership of more than fifty (50) shall be entitled tobe represented by an additional delegate for each additional fifty of its members or
major fraction thereof. For this purpose, representation shall be determined on thebasis of membership in the club on 31 December immediately preceding theconvention. A club may authorize a delegate to cast one or more of the votes towhich the club is entitled.
(b) It shall be the duty of each club to be represented at each convention of RI either
by one of its own members as a delegate or by proxy and to vote on each proposal
submitted for determination.
Section 4 — Delegates-at-Large. Each officer and each past president of RI, still holding
membership in a club, shall be a delegate-at-large.
Section 5 — Electors and Voting. The duly accredited delegates, proxy holders, anddelegates-at-large shall constitute the voting body of the convention and shall be known
as electors. Voting shall be as provided in the bylaws.
Article 10 Council on Legislation
Section 1 — Purpose. The council on legislation shall constitute the legislative body of
RI.
Section 2 — Time and Place. The council on legislation shall convene triennially in
April, May, or June, but preferably in April. The board will determine the date andplace of the meeting, provided that, except for compelling financial or other reasons as
determined by a two-thirds vote of the entire board, the meeting shall be held in thevicinity of the RI world headquarters.
Section 3 — Procedures. The council shall consider and act upon proposals which are
duly submitted to it, and its action shall be subject only to action by clubs as provided in
the bylaws of RI.
Section 4 — Membership. The membership of the council shall be as provided in the
bylaws.
Section 5 — Extraordinary Meeting to Adopt Enactments and Resolutions. The board, by
a 90 percent vote of the entire board, may determine that an emergency exists, such thatan extraordinary meeting of the council on legislation is required in order to adopt
legislation. The board will determine the time and place for such a meeting and specify
its purpose. Such a meeting may consider and act only upon legislation proposed by theboard related to the emergency for which the meeting is called. Legislation to beconsidered at such meetings is not subject to the submission deadlines and procedures
specified elsewhere in the constitutional documents of RI, except that those procedures
shall be followed to the extent that time permits. Any action of such a meeting of thecouncil shall be subject thereafter to action by the clubs as provided in section 3 of thisarticle.
Section 6 — Adopted Resolution. Within one year of the conclusion of the council on
legislation, the board shall notify all governors of any board action taken in regard toresolutions adopted by the council.

4Article 11 Dues
Every club shall pay semiannually to RI, per capita dues as provided in the bylaws.
Article 12 Foundation
Section 1 — There shall be a Foundation of RI to be established and operated inaccordance with the provisions of the bylaws of RI.
Section 2 — All gifts, devises, or bequests of money or property or income therefrom
received by RI and any surplus funds of RI as may be authorized by the convention
shall become the property of the Foundation.
Article 13 Membership Title and Insignia
Every member of a club shall be known as a Rotarian, and shall be entitled to wear theemblem, badge, or other insignia of RI.
Article 14 Bylaws
Bylaws not inconsistent with this constitution embodying additional provisions for thegovernment of RI, shall be adopted, and may be amended by the council on legislation.
Article 15 Interpretation
Throughout this constitution and the bylaws of RI, and the standard club constitution thefollowing rules of construction shall apply: The words "shall," "is," and "are" aremandatory, and the words "may" and "should" are permissive. Pronouns of either the
masculine or feminine gender shall include the other gender. The terminology "mail,""mailing," and "ballot-by-mail" will include utilization of electronic mail (e-mail) andinternet technology to reduce costs and increase responsiveness.
Article 16 Amendments
Section 1 — Circumstances. This constitution may be amended only by a two-thirds voteof those present and voting in the council on legislation.
Section 2 — Who May Propose. Amendments to this constitution may be proposed only
by a club, by a district conference, by the general council or the conference of RI in
Great Britain and Ireland, by the council on legislation, or by the board in accordancewith the procedures contained in the bylaws.

5Bylaws of Rotary International

Article 1 Definitions
As used in the bylaws, unless the context otherwise clearly requires, the words in thisarticle shall have the following meanings:
1. Board: The Board of Directors of Rotary International.
2. Club: A Rotary club.
3. Constitutional documents: The Rotary International constitution and bylaws andthe standard Rotary club constitution.
4. E-club: A Rotary club that meets through electronic communications.
5. Governor: The governor of a Rotary district.
6. Member: A member, other than an honorary member, of a Rotary club.
7. RI: Rotary International.
8. RIBI: The administrative territorial unit of Rotary International in Great Britain
and Ireland.
9. Year: The twelve-month period which begins on 1 July.
Article 2 Membership in Rotary International
2.010. Application for Membership in RI.
2.020. Locality of a Club.
2.030. Locality of an E-Club.
2.040. Adoption of Standard Rotary Club Constitution by Clubs.
2.050. Smoking.
2.060. Merger of Clubs.
2.010. Application for Membership in RI.
A club seeking admission to membership in RI shall apply to the board. The application
shall be accompanied by the admission fee as determined by the board. The fee shall be
in US currency or equivalent currency of the country in which the club is located.
Membership shall become effective on the date such application is approved by theboard.
2.010.1. E-Clubs.
The board shall assign each e-club to a district. There shall be no more than two e-clubs
in a district.
2.020. Locality of a Club.
A club may be organized in a locality which contains the minimum number ofclassifications for organizing a new club. A club may be organized in the same locality
as one or more existing clubs.
2.030. Locality of an E-Club.
The locality of an e-club shall be worldwide or as otherwise determined by the board.
2.040. Adoption of Standard Rotary Club Constitution by Clubs.
The standard club constitution shall be adopted by all clubs admitted to membership.
12.040.1. Amendments to the Standard Club Constitution.
The standard club constitution may be amended in the manner prescribed in theconstitutional documents. Such amendments shall automatically become a part of theconstitution of each club.
2.040.2. Clubs Chartered Before 6 June 1922.
All clubs chartered before 6 June 1922 shall adopt the standard club constitution, exceptthat such clubs whose constitutions contain variations from the standard club constitution
shall be entitled to operate under those variations, provided the exact texts of thosevariations were sent to and identified by the board by 31 December 1989. The variations
for each club shall be incorporated as an addendum to the provisions of the standard clubconstitution for that club, and such variations may not be amended by that club except toconform more closely to the standard club constitution as amended from time to time.
2.040.3. Exceptions by the Board to the Standard Club Constitution.
The board may approve provisions in an individual club’s constitution which are not inaccordance with the standard club constitution so long as such provisions do notcontravene the RI constitution and bylaws. Such approval shall be given only to comply
with local law or custom or in exceptional circumstances. Such approval requires a twothirds majority of the board members present.
2.050. Smoking.
In recognition of the deleterious effect upon personal health, individual members andtheir guests are encouraged to refrain from smoking during meetings and other events
organized in the name of RI.
2.060. Merger of Clubs.
Two or more clubs within the same district seeking to merge shall apply to the board
provided that each of the clubs has fulfilled its financial and other obligations to RI. A
merged club may be organized in the same locality as one or more existing clubs. The
application shall be accompanied by a certificate indicating that each club has agreed tothe merger. The board may allow the merged clubs to retain the name, charter date,emblem and other insignia of RI of one or all of the former clubs as part of the historical
records and for historical purposes.
Article 3 Resignation, Suspension or Termination of Membership in RI
3.010. Club Resignation from RI.
3.020. Reorganization of a Club.
3.030. Board Authority to Discipline, Suspend, or Terminate a Club.
3.040. Surrender of Rights by Suspended Club.
3.050. Surrender of Rights by Terminated Club.
3.010. Club Resignation from RI.
Any club may resign its membership provided it has fulfilled its financial and otherobligations to RI. Such resignation shall be immediately effective upon acceptance by2

the board. The certificate of membership of such club shall be returned to the generalsecretary.
3.020. Reorganization of a Club.
Where a terminated club seeks to be reorganized, or where a new club is organized in thesame locality, the board may determine whether each such club must pay a charter fee orother indebtedness due to RI from the former club as a condition for membership.
3.030. Board Authority to Discipline, Suspend, or Terminate a Club.
3.030.1. Suspension or Termination for Failure to Pay Dues.
The board may suspend or terminate the membership of any club which fails to pay its
dues or other financial obligations to RI or approved contributions to the district fund.
3.030.2. Termination for Failure to Function.
The board may terminate the membership of any club where such club disbands for any
reason, fails to meet regularly, or otherwise fails to function. Before acting on atermination for failure to function, the board shall request the governor to submit a report
regarding the circumstances of the termination.
3.030.3. Suspension or Termination for Failure to Comply with Foundation Stewardship
Policies.
The board may suspend or terminate the membership of any club that retains in its
membership any person who has misused funds from The Rotary Foundation or who
otherwise has breached the stewardship policies of The Rotary Foundation.
3.030.4. Suspension or Termination for Failure to Comply with Youth Protection Laws.
The board may suspend or terminate the membership of a club that fails to appropriately
address any allegations made against one of its members in connection with Rotaryrelated youth programs for violation of applicable law regarding the protection of youth.
3.030.5. Discipline for Cause.
The board may take action against a club for cause provided a copy of the charges andnotice of the time and place of hearing is mailed to the president and the secretary of suchclub at least 30 days before such hearing. Such club shall be entitled to be represented bycounsel at any such hearing. Following such hearing, the board may discipline orsuspend a club upon a majority vote of the entire board or expel the club upon aunanimous vote.
3.030.6. Period of Suspension.
The board shall reinstate the membership rights of a club that has been suspended upon
the determination that payment of dues or other financial obligation to RI or approved
contributions to the district fund have been paid in full; the membership of any person
who has misused funds from The Rotary Foundation or otherwise has breached thestewardship policies of The Rotary Foundation has been terminated; there is evidence
that the club has appropriately addressed any allegations made against one of its members

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in connection with Rotary-related youth programs for violation of applicable law
regarding the protection of youth; or issues leading to discipline for cause have been
resolved. In all other cases, if the reason for suspension has not been remedied within six
months, the board shall terminate the club.
3.040. Surrender of Rights by Suspended Club.
Any club that has been suspended by the board shall have none of the rights provided toclubs under the bylaws so long as it remains suspended, but shall retain the rights granted
to clubs under the constitution.
3.050. Surrender of Rights by Terminated Club.
The privilege of using the name, emblem, and other insignia of RI shall cease upon thetermination of membership of the club. The club shall have no proprietary rights in theproperty of RI upon termination of its membership. The general secretary shall proceed
to recover the certificate of membership of such former club.
Article 4 Membership in Clubs
4.010. Types of Membership in a Club.
4.020. Active Membership.
4.030. Transferring or Former Rotarian.
4.040. Dual Membership.
4.050. Honorary Membership.
4.060. Holders of Public Office.
4.070. Limitations on Membership.
4.080. RI Employment.
4.090. Attendance Reports.
4.100. Attendance at Other Clubs.
4.010. Types of Membership in a Club.
A club may have two kinds of membership, active and honorary.
4.020. Active Membership.
A person possessing the qualifications set forth in article 5, section 2 of the RI
constitution may be elected to active membership in a club.
4.030. Transferring or Former Rotarian.
A member may propose to active membership a transferring member or former memberof a club, if the proposed member is terminating or has terminated such membership in
the former club due to no longer being engaged in the formerly assigned classification ofbusiness or profession in the locality of the former club or the surrounding area. The
transferring or former member of a club being proposed to active membership under thissection may also be proposed by the former club. The classification of a transferring orformer member of a club shall not preclude election to active membership even if theelection results in club membership temporarily exceeding the classification limits. It is
recommended that any club wishing to admit a former member demand that the potential
member provide written proof from the previous club that all debts have been paid. The

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admission of a transferring or former Rotarian as an active member pursuant to thissection shall be contingent upon receiving a certificate from the board of the previous
club confirming the prospective member’s prior membership in that club.
4.040. Dual Membership.
No person shall simultaneously hold active membership in more than one club. No
person shall simultaneously be a member and an honorary member in the same club. No
person shall simultaneously hold active membership in a club and membership in a
Rotaract club.
4.050. Honorary Membership.
4.050.1. Eligibility for Honorary Membership.
Persons who have distinguished themselves by meritorious service in the furtherance ofRotary ideals and those persons considered friends of Rotary for their permanent supportof Rotary’s cause may be elected to honorary membership in more than one club. The
term of such membership shall be as determined by the board of the club in which theyhold membership.
4.050.2. Rights and Privileges.
Honorary members shall be exempt from the payment of admission fees and dues, shallhave no vote and shall not be eligible to hold any office in the club. Such members shallnot hold classifications, but shall be entitled to attend all meetings and enjoy all the otherprivileges of the club in which they hold such membership. No honorary member of aclub is entitled to any rights or privileges in any other club, except for the right to visit
other clubs without being the guest of a Rotarian.
4.060. Holders of Public Office.
Persons elected or appointed to public office for a specified time shall not be eligible toactive membership in a club under the classification of such office. This restriction shallnot apply to persons holding positions or offices in schools, colleges, or other institutionsof learning or to persons who are elected or appointed to the judiciary. Members who areelected or appointed to public office for a specified period may continue as such membersin their existing classifications during the period in which they hold such office.
4.070. Limitations on Membership.
Notwithstanding the provisions of section 2.040., no club, regardless of the date of its
admission to membership in RI, may by provisions in its constitution or otherwise, limit
membership in the club on the basis of gender, race, color, creed, national origin, or
sexual orientation or impose any condition of membership not specifically prescribed by
the RI constitution or bylaws. Any provision in any club constitution or any condition
otherwise imposed in conflict with this section of the bylaws is null, void, and without
effect.
4.080. RI Employment.
Any club may retain in its membership any member employed by RI.

54.090. Attendance Reports.
Each club shall forward monthly attendance reports of its meetings to the governor within
15 days of the last meeting of each month. Non-districted clubs shall forward such reportto the general secretary.
4.100. Attendance at Other Clubs.
Every member shall have the privilege of attending the regular meeting of any other club
except for a club that previously terminated the membership of said person for goodcause.
Article 5 Board of Directors
5.010. Duties of the Board.
5.020. Publication of Board Action.
5.030. Appeals of Board Action.
5.040. Powers of the Board.
5.050. Meetings of the Board.
5.060. Voting by Communication.
5.070. Executive Committee.
5.080. Vacancies in Board Membership.
5.010. Duties of the Board.
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, the preservation of its ideals, ethics, and unique features of organization,and its extension throughout the world. In order to fulfill the purposes of article 3 of the
RI constitution, the board shall adopt a strategic plan. The board shall report on the
progress of the strategic plan at each meeting of the council on legislation.
5.020. Publication of Board Action.
All minutes of board meetings and board action shall be available to all members byposting to the Rotary Worldwide Web site within 60 days after such board meeting or
action. Additionally, all appendices filed with the official records of the minutes shall bemade available to a member upon request, except any materials that are deemed by theboard to be confidential or proprietary may be excluded.
5.030. Appeals of Board Action.
Action by the board shall be subject only to appeal through a ballot-by-mail submitted tothe district representatives of the most recent council on legislation under rules to beestablished by the board. An appeal shall be duly filed with the general secretary by any
club with the concurrence of at least 24 other clubs. At least half of the concurring clubs
must be located in districts other than that of the appealing club. The appeal andconcurrences must be received no later than four months after the action of the board istaken and the general secretary shall conduct said ballot-by-mail within ninety (90) days
thereafter. Such appeal shall be in the form of a resolution duly adopted at a regularmeeting of the club and certified by the president and secretary. The only question to be6

considered by the district representatives in acting upon the appeal is whether the actionof the board should be sustained. Provided, however, if such appeal is received by thegeneral secretary within three months before the next regularly scheduled meeting of thecouncil on legislation, then the appeal of the board action shall be submitted to thecouncil on legislation to decide if the action of the board should be sustained.
5.040. Powers of the Board.
5.040.1. Directs and Controls the Affairs of RI.
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; and(c) exercising such other powers conferred upon the board by the constitution, by the
bylaws, and by the Illinois General Not-for-Profit Corporation Act of 1986, andany amendments thereto.
5.040.2. Controls and Supervises Officers and Committees.
The board shall exercise control and supervision over all officers, officers-elect, officersnominee, and committees of RI. The board may remove an officer, officer-elect, officernominee, or committee member for cause following a hearing. The person to be removed
must be provided written notice containing a copy of the charges at least 60 days before
the hearing thereon. Such notice shall specify the time and place of such hearing andshall be served personally, by mail, or other rapid means of communication. At thehearing, such person may be represented by counsel. A vote to remove such officer,
officer-elect, officer-nominee, or committee member must be passed by a two-thirds voteof the entire board. The board shall also have the additional powers provided in section
6.100.
5.050. Meetings of the Board.
5.050.1. Time, Place, and Notice.
The board shall meet at such times and places as it may determine or upon the call of thepresident. Notice of meetings shall be given by the general secretary to all directors atleast 30 days preceding the commencement of the meeting unless such notice is waived.
At least two meetings of the board shall be held in each year. In lieu of in-person
meetings, the use of teleconferencing, internet, and other communications equipment
may be utilized for an official meeting of the board.
5.050.2. Quorum.
A majority of the board members shall constitute a quorum for the transaction of all
business except for items requiring a larger vote as provided for in the RI constitution or
bylaws.
5.050.3. First Meeting of Year.
The incoming board shall meet immediately following the annual convention. The
incoming president shall designate the time and place of such meeting. The actions taken

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at such meeting must be approved by the board on or after 1 July at a meeting or by oneof the methods described in section 5.060., and shall be effective only after suchapproval.
5.060. Voting by Communication.
5.060.1. Informal Meetings.
The directors may participate in and act at any meeting of the board through the use of aconference telephone, internet, or other communications equipment by means of which
all persons participating in the meeting can communicate with each other. Participationin such a meeting shall constitute attendance and presence in person at the meeting of theperson or persons so participating.
5.060.2. Informal Action.
The board may transact business without meeting together by unanimous written consent
of all directors.
5.070. Executive Committee.
The board may appoint an executive committee to be composed of at least five but nomore than seven of its members, including any ex officio members. The executive
committee shall evaluate the performance of the general secretary at least annually andreport its findings to the board. The board may delegate to such executive committee
authority to make decisions on behalf of the board between meetings of the board. Suchauthority is limited to matters where the policy of RI has been established. The executive
committee shall function under such terms of reference not in conflict with the provisionsof this section, as may be prescribed by the board.
5.080. Vacancies in Board Membership.
5.080.1. Alternates.
At any time if the office of a director becomes vacant, due to whatever reason, the board
shall elect the alternate selected at the time the director was elected from the same zone
(or section in the zone) to serve as director for the rest of the term.
5.080.2. Alternate Unable to Serve.
If the alternate is unable to 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. Such vote shall take place at its next meeting or through voting bycommunication, as determined by the president.
Article 6 Officers
6.010. Election of Officers at Convention.
6.020. Selection of Vice-President and Treasurer.
6.030. Election and Term of General Secretary.
6.040. Directors Not Eligible for Re-election.
6.050. Qualifications of Officers.

86.060. Term of Office.
6.070. Vacancy in the Office of President.
6.080. Vacancy in the Office of President-elect.
6.090. Vacancies in the Offices of Vice-President or Treasurer.
6.100. Vacancy in the Office of General Secretary.
6.110. Disability of Board Member.
6.120. Vacancy in the Office of Governor.
6.130. Compensation of Officers.
6.140. Duties of Officers.
6.010. Election of Officers at Convention.
The officers to be elected at the annual convention shall be the president, directors, andgovernors of RI, and the president, vice-president, and honorary treasurer of RIBI.
6.020. Selection of Vice-President and Treasurer.
The vice-president and treasurer shall be selected by the incoming president at theboard’s first meeting from among the directors serving the second year of their term ofoffice, each to serve a term of one year beginning on 1 July.
6.030. Election and Term of General Secretary.
The general secretary shall be elected by the board for a term of not more than five years.
The election shall take place by 31 March in the final year of the general secretary’s term.
The new term shall commence on 1 July following such election. The general secretaryshall be eligible for re-election.
6.040. Directors Not Eligible for Re-election.
No person who has served a full term as director, as defined in the bylaws or as
determined by the board, may again hold office as director except as a president orpresident-elect.
6.050. Qualifications of Officers.
6.050.1. Club Membership.
Each officer of RI shall be a member in good standing of a club.
6.050.2. President.
A candidate for the office of president of RI shall have served a full term as a director of
RI prior to being nominated for such office except where service for less than a full term
may be determined by the board to satisfy the intent of this provision.
6.050.3. Director.
A candidate for the office of director of RI shall have served a full term as a governor of
RI prior to being proposed as such candidate (except where service for less than a fullterm may be determined by the board to satisfy the intent of this provision) with at least
three years of time having elapsed since service as a governor. Such candidate shall also

9

have attended at least two institutes and one convention in the 36-month period prior tobeing proposed.
6.060. Term of Office.
6.060.1. Officers.
The term of each officer shall begin on 1 July following such election except for theoffice of president, director, and governor. All officers, except directors, shall serve for aterm of one year or until their successors have been duly elected. All directors shall servea term of two years or until their successors have been duly elected.
6.060.2. Office of President-elect.
The person elected as president shall serve as president-elect and member of the board in
the year following such election. The president-elect shall not be eligible for selection as
vice-president. The president-elect shall serve as president following a one-year term aspresident-elect.
6.060.3. Office of Director.
The term of office of each director shall begin on 1 July in the year next following suchelection.
6.070. Vacancy in the Office of President.
In the event of a vacancy in the office of president, the vice-president shall succeed to theoffice of president and select a new vice-president from among the remaining membersof the board. Vacancies on the board shall be filled in accordance with section 5.080. of
the bylaws.
6.070.1. Simultaneous Vacancies in the Offices of President and Vice-President.
In the event of simultaneous vacancies in both the offices of president and vice-president,
the board shall elect from among its members (other than the president-elect) a newpresident who shall then select a new vice-president. Vacancies on the board shall befilled in accordance with section 5.080. of the bylaws.
6.080. Vacancy in the Office of President-elect.
6.080.1. Vacancy Prior to Next Convention.
Where the position of president-elect becomes vacant prior to the adjournment of the next
convention, the nominating committee for president shall select a new nominee forpresident for the year during which such president-elect would have served as president.
Such selection shall be made as soon as practicable at its regularly scheduled meeting orin an emergency meeting of the committee. If such meeting is not practicable, theselection may be made in a ballot-by-mail or by other rapid means of communication.
6.080.2. Filling Vacancy by Nominating Committee Procedure.

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A nominee for president selected pursuant to sections 11.050. and 11.060. may be namedby the committee to be the new nominee for president. In such cases, the committee shallselect a new nominee for the position of president-elect.
6.080.3. Presidential Duties in Filling Vacancies.
The president shall determine the procedure for nominations to fill a vacancy in theposition of president-elect. The procedures shall include transmitting the report of thecommittee to clubs and for nominations by clubs. Such provisions shall be in harmony
with sections 11.060., 11.070., and 11.080. to the extent that time permits. In the eventthe proximity of the date of the vacancy to the convention does not permit a suitable
period of time for the report of the committee to be mailed to all clubs and for nomination
by clubs of challenging candidates in advance of the convention, the general secretaryshall give such notice of the report of the committee as is reasonably possible andnominations by club delegates of challenging candidates on the floor of the convention
shall be permitted.
6.080.4. Vacancy Immediately Preceding Assumption of Office.
Where the position of president-elect becomes vacant following the adjournment of theconvention immediately preceding assumption of the office of president, such vacancy
shall be considered as occurring on 1 July and be filled in accordance with section 6.070.
6.080.5. Contingencies Pertaining to Vacancies.
The president shall determine the procedure to be followed where a contingency arises
for which there is no provision in this section.
6.090. Vacancies in the Offices of Vice-President or Treasurer.
In the event of a vacancy in the offices of vice-president or of treasurer, the president
shall select a director in the director’s second year on the board to fill the unexpired term.
6.100. Vacancy in the Office of General Secretary.
In the event of a vacancy in the office of general secretary, the board shall elect a
Rotarian for a term of up to five years to be effective as of the date determined by theboard.
6.110. Disability of Board Member.
In the event that a member of the board becomes disabled, to the extent of being unable
to discharge the duties of the office, as determined by a three-fourths vote of the entire
board, the member shall forfeit the office upon such determination and be replaced asprovided in the bylaws.
6.120. Vacancy in the Office of Governor.
6.120.1. Authority of Board and President.
The board is authorized to elect a qualified Rotarian to fill a vacancy in the office ofgovernor for the unexpired term. The president may appoint a qualified Rotarian as
acting governor until such vacancy is filled by the board.

116.120.2. Temporary Inability to Perform Duties of Governor.
The president may appoint a qualified Rotarian as acting governor during a period of
temporary inability of a governor to perform the duties of governor.
6.130. Compensation of Officers.
The general secretary shall be the only officer to receive compensation. The board shall
fix such compensation. There shall be no payments, including any expressions ofappreciation, honoraria or similar payments, to any other officer or the presidentnominee, other than reimbursement of reasonable, documented expenditures as
authorized pursuant to the expense reimbursement policy established by the board.
6.140. Duties of Officers.
6.140.1. President.
The president shall be the highest officer of RI. As such, the president:(a) shall be the principal person to speak on behalf of RI;(b) shall preside at all conventions and meetings of the board;(c) shall counsel the general secretary; and(d) shall perform such other duties as pertain to the office, consistent with the strategicplan as adopted by the board.
6.140.2. President-elect.
The president-elect shall have only such duties and powers as arise from these bylaws
and from membership on the board, but may be assigned further duties by the president
or the board.
6.140.3. General Secretary.
The general secretary shall be the chief operating officer of RI. As chief operating
officer, the general secretary shall be responsible for the day-to-day management of RI
under the direction and control of the board. The general secretary shall be responsible tothe president and board for the implementation of its policies and for the operations andadministration, including the financial operation, of RI. The general secretary also shallcommunicate with Rotarians and clubs the policies established by the board. The generalsecretary shall be solely responsible for the supervision of the secretariat staff. The
general secretary shall make an annual report to the board. Upon approval by the board,
the annual report shall be submitted to the convention. The general secretary shall givebond for the faithful discharge of those duties in a sum and with sureties as required by
the board.
6.140.4. Treasurer.
The treasurer shall regularly receive financial information from and confer with thegeneral secretary regarding the management of RI finances. The treasurer shall makeappropriate reports to the board and shall also make a report to the annual convention.
The treasurer shall have only such duties and powers as arise from membership on theboard, but may be assigned further duties by the president or by the board.

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Article 7 Legislative Procedure
7.010. Types of Legislation.
7.020. Who May Propose Legislation.
7.030. District Endorsement of Club Legislation.
7.035. Deadline for Proposed Enactments and Resolutions.
7.037. Duly Proposed Legislation; Defective Proposed Legislation.
7.040. Review of Proposed Legislation.
7.050. Board Examination of Proposed Legislation.
7.060. Consideration of Emergency Legislation.
7.010. Types of Legislation.
Legislation seeking to amend the constitutional documents shall be known as proposedenactments. Legislation which does not seek to amend the constitutional documents shallbe known as proposed resolutions.
7.020. Who May Propose Legislation.
Legislation may be proposed by a club, a district conference, the general council orconference of RIBI, the council on legislation, and the board. The board shall not
propose legislation relating to The Rotary Foundation without the prior agreement of thetrustees.
7.030. District Endorsement of Club Legislation.
Legislation from a club must be endorsed by the clubs of the district at a district
conference or RIBI district council. Where time does not allow legislation to besubmitted to the district conference or RIBI district council, the legislation may besubmitted to the clubs of the district through a ballot-by-mail conducted by the governor.
Such ballot-by-mail shall follow the procedures in section 13.040. as closely as possible.
All legislation delivered to the general secretary shall be accompanied by a certificate
from the governor stating that it has been considered by the district conference, RIBI
district council, or in a ballot-by-mail and has been endorsed. No district should propose
or endorse more than a total of five items of legislation per council.
7.035. Deadline for Proposed Enactments and Resolutions.
Proposed enactments and resolutions shall be delivered to the general secretary in writing
no later than 31 December in the year preceding the council. The board may propose anddeliver to the general secretary enactments it determines to be of an urgent nature no later
than 31 December in the year of the council. Resolutions also may be offered by the
council or the board and acted upon by the council at any time prior to the adjournmentof the council.
7.037. Duly Proposed Legislation; Defective Proposed Legislation.
7.037.1. Duly Proposed Legislation.
Legislation is duly proposed if:

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(a) it is delivered to the general secretary under the deadlines contained in section
7.035. of the bylaws;(b) it complies with the requirements of section 7.020. of the bylaws regarding who
may propose legislation;(c) when it is proposed by a club, the requirements of section 7.030. of the bylaws
regarding district endorsement have been met; and(d) the proposer provides a statement of purpose and effect, not to exceed 300 words,
identifying the issue or problem that the legislation seeks to address and explaining
how the proposal addresses or resolves such problem or issue.
7.037.2. Defective Legislation.
Legislation is defective if:(a) it is subject to two or more inconsistent meanings;(b) it fails to amend all affected parts of the constitutional documents;(c) its adoption would violate governing law;(d) it is in the form of a resolution, but (i) it would require an action, or express an
opinion, that is in conflict with the letter or spirit of the constitutional documents;or (ii) it would require or request an administrative act that is within the discretionof the board or the general secretary;(e) it would amend the standard Rotary club constitution in a way that would conflictwith the RI bylaws or the RI constitution or it would amend the RI bylaws in a waythat would conflict with the RI constitution; or(f) it would be impossible to administer or enforce.
7.040. Review of Proposed Legislation.
The constitution and bylaws committee shall review all legislation submitted to thegeneral secretary for transmittal to the council and may:
7.040.1. on behalf of the board, recommend to proposers suitable changes to correct
proposed legislation that is defective;
7.040.2. on behalf of the board, recommend to proposers of substantially similar
legislation compromise legislation in substitution for their proposals;
7.040.3. recommend to the board for transmittal by the general secretary to the council
alternate legislation which best expresses the objective of the similar legislation where
proposers cannot agree to compromise legislation;
7.040.4. recommend to the board whether legislation is duly proposed and whether it isdefective;
7.040.5. recommend to the board that the general secretary not transmit to the council
legislation determined by the committee to be defective; and7.040.6. carry out other duties defined in subsection 8.130.2.

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7.050. Board Examination of Proposed Legislation.
The board (by the constitution and bylaws committee acting on its behalf) shall examine
the text of all proposed legislation and shall advise the proposers of any defects in the
proposed legislation and recommend, where feasible, corrective action.
7.050.1. Similar Legislation.
Where substantially similar legislation is proposed, the board (by the constitution andbylaws committee acting on its behalf) may recommend compromise legislation to the
proposers. Where the proposers do not agree to such compromise legislation, the board,on the advice of the constitution and bylaws committee, may direct the general secretary
to transmit to the council alternate legislation which best expresses the objective of thesimilar proposals. Such compromise and alternate legislation shall be designated as suchand shall not be subject to the established deadline.
7.050.2. Legislation Not Transmitted to the Council.
Where the board, on the advice of the constitution and bylaws committee, acting inaccordance with section 7.040.4., determines that proposed legislation is not duly
proposed, the board shall direct that the legislation not be transmitted to the council for
consideration, and where it determines that proposed legislation is defective, the board
may direct that the proposed legislation not be transmitted to the council for
consideration. In the event of any such action by the board, the proposer shall thereupon
be notified by the general secretary. In either such event, the proposer must secure theconsent of two-thirds of the members of the council to have the proposed legislationconsidered by the council.
7.050.3. Resolutions Not Within the Framework.
The board (by the constitution and bylaws committee acting on its behalf) shall examine
the text of all proposed resolutions and the board, on the advice of the constitution andbylaws committee, shall direct the general secretary to transmit to the council suchproposed resolutions as the board determines to be within the framework of the programof RI. In the event the board, on the advice of the constitution and bylaws committee,
determines that a proposed resolution is not within the framework of the program of RI,
the board may direct that the proposed resolution not be transmitted to the council for
consideration. In the event of such action by the board, the proposer shall be so advised
before the council convenes. In such instance, the proposer must secure the consent of
two-thirds of the members of the council to have the proposed resolution considered by
the council.
7.050.4. Amendments to the Council and Transmittal of Legislation.
All amendments to legislation must be submitted by the proposers to the generalsecretary not later than 31 March of the year preceding the council unless the deadline isextended by the board (the constitution and bylaws committee acting on its behalf).
Subject to the provisions of sections 7.050.2. and 7.050.3., the general secretary shalltransmit to the council all duly proposed legislation, including all timely amendments.
7.050.5. Publication of Proposed Legislation.

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The general secretary shall mail ten (10) copies of all duly proposed legislation together
with the proposer’s statement of purpose and effect, as reviewed and approved by theconstitution and bylaws committee, to each governor, one copy to all members of thecouncil on legislation and all past directors, and one copy to the secretary of any club thatrequests it, no later than 30 September in the year the council shall be convened. The
proposed legislation also will be made available via the Rotary Worldwide Web site.
7.050.6. Council Consideration of Legislation.
The council shall consider and act upon such duly proposed legislation and any profferedamendments.
7.050.7. Adoption of Resolutions.
Legislation in the form of resolutions may be adopted by the affirmative vote of at least amajority of those present and voting at the council.
7.060. Consideration of Emergency Legislation.
The board, by a two-thirds vote of the entire board, may declare that an emergency exists
and authorize consideration of legislation as follows:
7.060.1. Emergency Legislation Considered by the Council.
Legislation proposed to an extraordinary meeting of the council may be considered atsuch council even though such legislation does not comply with the prescribed dates forfiling such legislation as prescribed by the respective constitutional documents, provided
that the procedures prescribed therein shall be followed to the extent that time permits.
7.060.2. Adoption of Legislation.
A two-thirds affirmative vote of those present and voting shall be required for the
adoption of legislation by the council in an emergency under these provisions.
Article 8 Council on Legislation
8.010. Members of the Council.
8.020. Qualifications of Voting Members of the Council.
8.030. Duties of District Representatives to the Council.
8.040. Designation and Duties of Officers.
8.050. Selection of Representatives by Nominating Committee Procedure.
8.060. Election of Representatives at the District Conference.
8.070. Election of Representatives Through Ballot-by-Mail.
8.080. Notice.
8.090. Credentials Committee.
8.100. Members-at-Large.
8.110. Quorum for the Council.
8.120. Procedures of the Council.
8.130. Council Operations Committee; Duties of the Constitution and Bylaws
Committee.
8.140. Action of the Council.
8.150. Site Selection.

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8.160. Extraordinary Meeting of the Council.
8.170. Interim Provisions.
8.010. Members of the Council.
The council shall be composed of the following voting and non-voting members:
8.010.1. Representatives.
There shall be one representative elected by the clubs of each district as provided in
sections 8.050., 8.060., and 8.070. Each non-districted club shall designate a convenient
district whose representative shall represent the club. The representative shall be a voting
member. No Rotarian shall attend more than three meetings of the council as arepresentative.
8.010.2. Chairman, Vice-Chairman, and Parliamentarian.
A chairman, vice-chairman, and parliamentarian of the council shall be selected by the
incoming president in the year immediately prior to the council. The chairman and vicechairman shall be non-voting members except that, when presiding, either may cast thedeciding vote in the case of a tie vote.
8.010.3. Constitution and Bylaws Committee.
The members of the constitution and bylaws committee of RI shall be non-voting
members of the council and shall serve on the council operations committee. They shallhave the duties and responsibilities as provided in subsections 8.130.1. and 8.130.2.
8.010.4. President, President-elect, Directors, and General Secretary.
The president, president-elect, other members of the board, and general secretary shall be
non-voting members of the council.
8.010.5. Past Presidents.
All past presidents of RI shall be non-voting members of the council.
8.010.6. Trustees.
A trustee of The Rotary Foundation, elected by the trustees, shall be a non-voting
member of the council.
8.010.7. Members-at-Large.
There may be as many as three members-at-large who shall be non-voting members of
the council if appointed by the president. Such members-at-large shall have the duties
and responsibilities as hereinafter provided in section 8.100. and shall serve under the
direction of the chairman of the council.
8.020. Qualifications of Voting Members of the Council.
8.020.1. Club Member.
Each member of the council shall be a member of a club.

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8.020.2. Past Officer.
Each representative shall have served a full term as an officer of RI at the time ofelection. However, upon certification by the governor, with the concurrence of thepresident of RI that no past officer is available in the district, a Rotarian who has served
less than a full term as governor or the governor-elect may be elected.
8.020.3. Qualifications.
To qualify for service at the council, the representative must be informed of thequalifications and submit to the general secretary a signed statement that the Rotarian
understands the qualifications, duties, and responsibilities of a representative; is qualified,willing, and able to assume and perform faithfully such duties and responsibilities; andshall attend the meeting for its full duration.
8.020.4. Not Eligible.
Non-voting members of the council and full-time, salaried employees of RI, or of any
district or any club(s) shall not be eligible to serve as voting members of the council.
8.030. Duties of District Representatives to the Council.
It shall be the duty of a representative to:(a) assist clubs in preparing their proposals for the council;(b) discuss proposed legislation at the district conference and/or other district
meetings;(c) be knowledgeable of the existing attitudes of Rotarians within the district;(d) give critical consideration to all legislation presented to the council and effectively
communicate those views to the council;(e) act as an objective legislator of RI;(f) attend the meeting of the council for its full duration;(g) report on the deliberations of the council to the clubs of the district following themeeting of the council; and(h) be accessible to clubs in the district to assist in their preparation of proposals for
future councils.
8.040. Designation and Duties of Officers.
The council officers shall consist of the chairman, vice-chairman, parliamentarian, andsecretary.
8.040.1. Chairman.
The chairman shall be the presiding officer of the council and shall have such other duties
as may be specified in the bylaws and in the applicable rules of procedure and as
generally pertain to such office.
8.040.2. Vice-Chairman.
The vice-chairman shall serve as presiding officer as the chairman may determine or as
circumstances may otherwise require. The vice-chairman shall also assist the chairman
as determined by the chairman.
8.040.3. Parliamentarian.
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The parliamentarian shall advise and counsel the chairman and the council on matters ofparliamentary procedure.
8.040.4. Secretary.
The general secretary shall be the secretary of the council or, with the approval of thepresident, may appoint another person to serve as secretary.
8.050. Selection of Representatives by Nominating Committee Procedure.
8.050.1. Selection.
The representative and the alternate representative should be selected by a nominating
committee procedure. The nominating committee procedure, including any challenges
and a resulting election, shall be conducted and completed in the year two years
preceding the council. The nominating committee procedure shall be based on thenominating committee procedure for district governors set forth in section 13.020. to theextent it is not in conflict with this section. A candidate for representative shall not be
eligible to serve on the committee.
8.050.2. Failure to Adopt a Method for Selecting Members of a Nominating Committee.
Any district that fails to adopt a method for selecting members of a nominating
committee shall utilize as its nominating committee all past governors who are membersof a club in that district and are willing and able to serve. A candidate for representative
shall not be eligible to serve on the committee.
8.050.3. Representative and Alternate Unable to Serve.
Where neither the representative nor the alternate representative is able to serve, thegovernor may designate some other duly qualified member of a club in the district to be
the representative to the council.
8.060. Election of Representatives at the District Conference.
8.060.1. Election.
If the district chooses not to utilize the nominating committee procedure, therepresentative and the alternate representative may be elected at the annual conference ofthe district or, in the case of a district in RIBI, at the district council. The election shalltake place in the year two years preceding the council or, in the case of a district in RIBI,
at the meeting of the district council after 1 October in the year two years preceding thecouncil.
8.060.2. Nominations.
Any club in a district may nominate a qualified member of any club in the district for
representative where such member has indicated a willingness and ability to serve. The
club shall certify such nomination in writing. Such certification must include thesignatures of the club president and secretary. Such nomination shall be forwarded to thegovernor for presentation to the electors of the clubs at the district conference. Each19

elector at the district conference shall be entitled to cast one vote in the election of therepresentative.
8.060.3. Representatives and Alternates.
The candidate receiving a majority of the votes cast shall be the representative to thecouncil. If there are only two candidates, the candidate failing to receive a majority of
votes cast shall be the alternate representative, to serve only in the event the
representative is unable to serve. When there are more than two candidates, the balloting
shall be by single transferable ballot. At such point in the balloting by the single
transferable ballot system that one candidate receives a majority of the votes cast, thecandidate who has the second highest number of votes shall be the alternate
representative.
8.060.4. One Candidate for Representative.
No ballot shall be required where there is only one nominee in a district. In such cases,
the governor shall declare such nominee the representative to the council.
8.060.5. Suggestions by Clubs for Representative.
In the event the club nominating the candidate is not the candidate’s club, for thenomination to be accepted, the candidate’s club shall expressly agree in writing, and such
document should be signed by both the club’s president and secretary.
8.070. Election of Representatives Through Ballot-by-Mail.
8.070.1. Board Authorization for Ballot-by-Mail.
In certain circumstances, the board may authorize a district to select the representative
and the alternate representative to the council in a ballot-by-mail. In such case, thegovernor shall prepare and cause to be mailed to the secretary of every club in the district
an official call for nominations for representative. All nominations must be made inwriting and signed by the president and the secretary of the club. The nominations must
be received by the governor on or before a date to be fixed by the governor. The
governor shall cause to be prepared and mailed to each club a ballot naming inalphabetical order the qualified nominees so offered and shall conduct the ballot-by-mail.
Those candidates whose written requests for exclusion from the ballot are received nolater than the date fixed by the governor shall be excluded from such ballot. Each clubshall be entitled to at least one vote. Any club with a membership of more than 25 shallbe entitled to one additional vote for each additional 25, or major fraction thereof, of its
members. Such membership shall be determined by the number of members in the club
as of the date of the most recent semiannual payment preceding the date on which thevote is to be held. However, any club whose membership in RI has been suspended by
the board shall not be entitled to participate in the voting. The governor may appoint a
committee for the purpose of conducting the ballot-by-mail procedure as provided herein.
8.070.2. Election Through Ballot-by-Mail.
A majority vote of electors present and voting at a district conference may vote to havethe selection of the representative and the alternate representative to the council pursuant
to a ballot-by-mail. The ballot-by-mail shall be conducted in the month immediately
20

following such annual district conference. Such ballot-by-mail shall be conducted inaccordance with the provisions set forth in subsection 8.070.1.
8.070.3. Suggestions by Clubs for Representative.
In the event the club nominating the candidate is not the candidate’s club, for thenomination to be accepted, the candidate’s club shall expressly agree in writing, and such
document should be signed by both the club’s president and secretary.
8.080. Notice.
8.080.1. Report of Representative to General Secretary.
The names of the representative and the alternate representative to the council shall bereported by the governor to the general secretary immediately following their selection.
8.080.2. Publication of Representatives to Council Meeting.
At least 30 days prior to the meeting of the council, the general secretary shall publish toeach representative the names of representatives as reported by the governors and noticeof the time and place of the meeting of the council.
8.080.3. Publication of Names of Chairman, Vice-Chairman, and Parliamentarian.
The names of the chairman, vice-chairman, and parliamentarian shall be published by thegeneral secretary to all clubs.
8.090. Credentials Committee.
The president shall appoint a credentials committee which shall meet in advance of thecouncil at the site. The committee shall examine and certify credentials. Any action of
the committee may be reviewed by the council.
8.100. Members-at-Large.
Immediately following the publication of the proposed legislation, the chairman of thecouncil shall assign each member-at-large items of proposed legislation. Each memberat-large shall study all proposed legislation so assigned and be prepared to facilitate
consideration of and inform the council with respect to comments for or against adoptionof the respective items of legislation which have not been covered adequately in debate.
8.110. Quorum for the Council.
A quorum shall consist of one half of the voting members of the council. Each voting
member shall be entitled to cast one vote on each question submitted to vote. There shallbe no proxy voting in the council.
8.120. Procedures of the Council.
8.120.1. Rules of Procedure.
Subject to section 8.130., each council may adopt such rules of procedure as it deems
necessary to govern the conduct of its deliberations. Such rules shall be in harmony withthe bylaws and shall remain in effect until changed by a subsequent council.

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8.120.2. Appeal.
An appeal may be made to the council from any decision of the chair. A majority vote of
the council shall be required to overrule the decision of the chair.
8.130. Council Operations Committee; Duties of the Constitution and Bylaws Committee.
There shall be a council operations committee composed of the chairman, the vicechairman, and the members of the constitution and bylaws committee. The chairman of
the council shall be the chairman of the council operations committee.
8.130.1. Duties of the Council Operations Committee.
The council operations committee shall recommend rules of procedure for the council
and the order of consideration for proposed legislation. The committee shall also draft
and revise for the council, where feasible, amendments to correct defects identified by thecommittee or council in any proposed legislation or amendments thereof. The committee
shall further make correlative amendments to the bylaws and the standard clubconstitution to give full effect to enactments adopted by the council and prepare thereport to the council which shall note any correlative amendments.
8.130.2. Further Duties of the Members of the Constitution and Bylaws Committee.
The constitution and bylaws committee shall review and approve the purpose and effectstatements for all legislation prior to publication. Immediately following the publicationof the proposed legislation, the chairman of the council shall assign each member of theconstitution and bylaws committee items of proposed legislation. Each constitution andbylaws committee member shall study all proposed legislation so assigned and be
prepared to inform the council with respect to the purpose, background, and effect of therespective items of legislation and of any defects in such items.
8.140. Action of the Council.
8.140.1. Report of the Chairman.
The chairman of the council shall transmit to the general secretary a comprehensive
report of action by the council within ten days following adjournment of the council.
8.140.2. Report of the General Secretary.
The general secretary shall transmit to the secretary of each club a report of action by the
council on all legislation adopted by the council within two months of the adjournment of
the council. The report shall be accompanied by a form for use by any club desiring torecord its opposition to legislation adopted by the council.
8.140.3. Opposition to Council Action.
Forms from clubs recording opposition to action by the council in adopting any
legislation must be certified by the club presidents and received by the general secretaryno later than the date stated in the report by the general secretary, which shall be at least
two months after the mailing of such report. The general secretary shall examine andtabulate all forms duly received from clubs recording opposition to action by the council.

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8.140.4. Suspension of Council Action.
The action of the council on such legislation shall be suspended where clubs representing
at least 5 percent of the votes entitled to be cast by the clubs file forms recording theiropposition.
8.140.5. Vote by Clubs Through Ballot-by-Mail.
If one or more items of approved legislation are suspended due to opposition by clubs,
the general secretary shall prepare and distribute a ballot to the secretary of each clubwithin one month following such suspension. The ballot shall submit the question ofwhether the action of the council should be sustained in regard to the suspended item oflegislation. Each club shall be entitled to at least one vote. Any club with a membershipof more than 25 shall be entitled to one additional vote for each additional 25, or major
fraction thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding the
adjournment of the council. However, any club whose membership in RI has beensuspended by the board shall not be entitled to participate in the voting. The ballots byclubs must be certified by the club presidents and received by the general secretary nolater than the date stated on the ballots, which shall be at least two months after themailing of such ballots.
8.140.6. Balloting Committee Meeting.
The president shall appoint a balloting committee which shall meet at a time and place
determined by the president to examine and count the ballots. The ballots by clubs inregard to suspended legislation shall be counted by the balloting committee within two
weeks after the last date for the receipt of such ballots. The balloting committee shallcertify its report of the balloting results to the general secretary within five days of thecommittee’s adjournment.
8.140.7. Results of Balloting.
If a majority of the votes entitled to be cast by clubs are to reject the action of the council,
the action of the council in regard to such item shall be nullified from the date of thesuspension. Otherwise, the suspended action shall be reinstated as if no suspension
occurred.
8.140.8. Effective Date of Council Action.
Action by the council regarding legislation shall become effective on 1 July immediately
following adjournment of the council unless suspended by action of clubs under theprovisions of subsection 8.140.4.
8.150. Site Selection.
Pursuant to article 10, section 2 of the RI constitution, the board shall make every effort
to ensure that no Rotarian will be excluded solely on the basis of national citizenshipwhen selecting a site for the council.
8.160. Extraordinary Meeting of the Council.

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8.160.1. Notice.
An extraordinary meeting of the council may be called by the board in accordance witharticle 10, section 5 of the RI constitution. Notice of an extraordinary meeting and thelegislation it will consider shall be mailed to governors no later than 60 days before themeeting is scheduled to convene. The governors shall forthwith notify the clubs in theirdistricts and as soon as possible inform the general secretary of the names of theRotarians who will represent their respective districts at such a meeting.
8.160.2. Representation.
The clubs in a district will be represented at such extraordinary meeting by the
representative most recently elected to represent them at the council. Where therepresentative is not able and willing to serve, the district shall be represented by the mostrecently elected alternate representative to the council. If neither is able and willing toserve, the governor or another person appointed by the governor who is qualified underthe bylaws shall represent the clubs in the district.
8.160.3. Adoption of Enactments.
A two-thirds affirmative vote of those present and voting shall be required for the
adoption of legislation at an extraordinary meeting of the council.
8.160.4. Procedures.
The procedures applicable at the regular meeting of the council shall apply at an
extraordinary meeting with the following two exceptions:8.160.4.1. Report of Action.
The report of action provided for in subsection 8.140.2. shall be transmitted to the clubs
within 15 days of the adjournment of the extraordinary meeting.
8.160.4.2. Opposition to Action.
The clubs shall have two months from the time the report is transmitted to the clubs torecord their opposition to any action of an extraordinary meeting of the council.
8.160.5. Effective Date of Action.
Actions of an extraordinary meeting of the council shall become effective two months
after the general secretary has transmitted the report of that council so long as therequisite number of opposition votes has not been filed by clubs. If the requisite numberof clubs have recorded their opposition, the action will be subject to a ballot-by-mailfollowing as closely as possible the provisions of section 8.140.
8.170. Interim Provisions.
Interim provisions shall expire when they are no longer applicable.
Article 9 Convention
9.010. Time and Place of Convention.
9.020. Call to Attend Convention.
9.030. Officers of the Convention.

24

9.040. Delegates to the Convention.
9.050. Credentials for Delegates.
9.060. Delegates-at-Large.
9.070. Registration Fee.
9.080. Convention Quorum.
9.090. Credentials Committee.
9.100. Electors.
9.110. Balloting Committee.
9.120. Election of Officers.
9.130. Convention Program.
9.140. Seating of Delegates.
9.150. Special Assemblies.
9.010. Time and Place of Convention.
The board may determine the possible time and/or place for the annual convention of RI
up to ten years before the year in which the convention shall convene, and makeappropriate arrangements for holding such a convention. The board shall make every
effort to ensure that no Rotarian will be excluded solely on the basis of national
citizenship when selecting a convention site.
9.020. Call to Attend Convention.
The president shall issue and the general secretary shall mail to each club the official callfor the annual convention at least six months prior to the convention. The call for a
special convention shall be issued and mailed at least 60 days prior to the date thereof.
9.030. Officers of the Convention.
The officers of the convention shall be the president, president-elect, vice-president,
treasurer, general secretary, convention committee chairman, and sergeant-at-arms. The
president shall appoint the sergeant-at-arms.
9.040. Delegates to the Convention.
9.040.1. Delegates.
All delegates and alternates, except delegates by proxy, shall be members of the clubs
they represent.
9.040.2. Alternate Delegates.
When selecting its delegates, a club may choose an alternate delegate for each delegate.
Where an alternate is unavailable to serve when called upon, a second alternate may bechosen. An alternate is entitled to vote only in case of the absence of the elected
delegate. A second alternate may be substituted for a delegate from a club whose firstalternate is absent. An alternate when serving as a delegate may cast such vote on all
matters on which the original delegate was entitled to vote.
9.040.3. Delegate Substitution Procedure.

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A substitution of an alternate for a delegate shall be reported to the credentials
committee. When such substitution has been made, the alternate shall act as the delegate
until the convention adjourns. The credentials committee may permit the delegation of
the host club to substitute an alternate for a delegate for one or more sessions. Such
substitution will be allowed where the delegate is engaged in the administrative work of
the convention so as to make it impossible for such delegate to attend such session(s) of
the convention. Such substitution must be duly reported and noted by the credentials
committee prior to taking effect.
9.040.4. Proxies.
A club not represented at the convention by a delegate or an alternate may designate aproxy to cast its vote(s) pursuant to article 9, section 3(a) of the RI constitution. The
proxy may be a member of any club within the same district. Non-districted clubs may
designate members of any club as their proxy(ies).
9.050. Credentials for Delegates.
The authority of all delegates, alternates, and proxies shall be evidenced by certificatessigned by the presidents and secretaries of the clubs they represent. All certificates must
be delivered to the credentials committee at the convention to entitle delegates, alternates,and proxies to vote.
9.060. Delegates-at-Large.
Each RI officer and each past president of RI still holding membership in a club shall bea delegate-at-large and entitled to cast one vote on each question submitted to vote at theconvention.
9.070. Registration Fee.
Each convention attendee who has reached 16 years of age shall register and pay aregistration fee to attend the convention. The registration fee shall be fixed by the board.
No delegate or proxy shall be entitled to vote at the convention unless the registration fee
has been paid.
9.080. Convention Quorum.
9.080.1. Quorum Number.
Delegates and proxies representing one-tenth of the clubs shall constitute a quorum at aconvention.
9.080.2. Absence of Quorum.
Should the question of the absence of a quorum be successfully raised at any plenary
session, no vote(s) shall be taken for a period as designated by the presiding officer.
Such period shall not exceed one-half day. At the expiration of such period, theconvention may act upon such matters as may be properly brought before it, irrespectiveof the presence of a quorum.
9.090. Credentials Committee.

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The president shall appoint a credentials committee prior to the adjournment of theconvention. The committee shall consist of no fewer than five members.
9.100. Electors.
The duly accredited delegates, proxies, and delegates-at-large shall constitute the voting
body of the convention and shall be known as electors.
9.110. Balloting Committee.
9.110.1. Appointment and Duties.
The president shall appoint from among the electors a balloting committee at eachconvention. Such committee shall have charge of all balloting at the convention,
including the distribution and counting of ballots. This committee shall consist of at least
five electors as determined by the president. The general secretary shall have charge ofprinting of all ballots.
9.110.2. Notice of Election of Officers.
The president shall notify the electors of the time and place for nominations and electionsof officers. Such notice shall be given at the first session of the convention.
9.110.3. Report of Committee.
The balloting committee shall report promptly to the convention the result of theballoting. The report shall be signed by a majority of the committee. The chairman shallretain all ballots. The chairman of the committee shall destroy all ballots following the
adoption of such report unless otherwise instructed by the convention.
9.120. Election of Officers.
9.120.1. Electors Voting Rights.
The electors shall each be entitled to cast one vote for each officer to be elected.
9.120.2. Ballot.
The election of all officers shall be by secret ballot. Where there are more than two
candidates, such balloting shall be by means of the single transferable vote. Where there
is one nominee for any office, the electors may instruct the general secretary to cast their
united ballot for such nominee pursuant to a voice vote.
9.120.3. Majority Vote.
The nominee for each of the aforementioned offices who receives a majority of the votes
cast shall be declared elected. Second and subsequent preferences shall be taken into
account where necessary.
9.120.4. Presentation of Nominations to Convention.
The names of the nominees certified to the general secretary as duly nominated forpresident, directors, governors of RI, and president, vice-president, and honorary27

treasurer of RIBI shall be presented by the general secretary to the convention forelection.
9.130. Convention Program.
The program reported by the convention committee, as approved by the board, shall be
the order of the day for all sessions. Changes in the program may be made during theconvention by a two-thirds vote of the board.
9.140. Seating of Delegates.
At any plenary session where a vote is necessary, a number of seats equal to the numberof delegates duly certified to the credentials committee shall be reserved exclusively forsuch delegates.
9.150. Special Assemblies.
At each convention, special assemblies of Rotarians from one country or from a group ofcountries in which clubs are established, may be held. The board or the convention may
determine from time to time for what country or countries such special assemblies shallbe held and shall instruct the convention committee accordingly. At such assemblies,
matters which pertain particularly to the country or group of countries concerned may beconsidered. The president shall designate the convening officer and shall promulgate
rules for the conduct of the said assemblies as near as may be to the rules regulating theprocedure of the convention. Upon convening, the assembly shall select its chairman andsecretary.
Article 10 Nominations and Elections for Officers General Provisions
10.010. Best Qualified Rotarian.
10.020. Nominations for Officers.
10.030. Qualification.
10.040. Individuals Not Eligible for Nomination.
10.050. Election of Officers.
10.060. Campaigning, Canvassing, and Electioneering.
10.070. Election Review Procedures.
10.010. Best Qualified Rotarian.
The best qualified Rotarians shall be selected for service in RI’s elective offices.
10.020. Nominations for Officers.
Nominations for president, directors, and governors of RI may be made by a nominating
committee and a club.
10.030. Qualification.
All candidates or nominees for offices in RI shall be members of clubs in good standing.
10.040. Individuals Not Eligible for Nomination.
10.040.1. Nominating Committee.

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No person who has agreed in writing to be a member, alternate member, or candidate formembership on a nominating committee, whether elected or not, nor any candidate who
is elected and subsequently resigns from such committee, nor any spouse, child, or parentof any such person, shall be eligible to be nominated for the respective office in the year
in which the committee serves.
10.040.2. RI Employees.
A full-time, salaried employee of any club, district, or RI shall not be eligible to serve inany elective position in RI, excepting the office of general secretary.
10.050. Election of Officers.
The officers of RI shall be elected at the annual convention as provided in sections 6.010.
and 9.120.
10.060. Campaigning, Canvassing, and Electioneering.
In order that the best qualified Rotarians shall be selected for service in RI’s elective
offices, any effort to influence the selection process for an elective office in a positive or
negative manner by campaigning, canvassing, electioneering or otherwise is prohibited.
Rotarians shall not campaign, canvass, or electioneer for elective position in RI, or allow
any such activity, either on their behalf or on behalf of another. No brochures, literature,letters, or other materials, including electronic media and communications, may be
distributed or circulated by Rotarians or on their behalf to any clubs or members of clubs
except as may be expressly authorized by the board. Where candidates become aware ofany prohibited activities having been undertaken on their behalf, they shall immediately
express their disapproval to those so engaged and shall instruct them to terminate suchactivity.
10.070. Election Review Procedures.
10.070.1. Complaints.
No complaint regarding the selection process for an RI elective office or the result of an
RI election shall be considered unless made in writing by a club. Such complaint musthave the concurrence of at least five other clubs or a current officer of RI. All complaints
with supporting documentation shall be filed with the general secretary no later than 21days after the results of the balloting are announced. A president’s representative to a
district, zone, or regional meeting may also initiate a complaint where sufficient evidenceof violations exists. Such representative shall refer such evidence to the generalsecretary. The general secretary shall act upon a complaint pursuant to publishedprocedures of the board.
10.070.2. Board Consideration.
The board shall give due consideration to such complaints. The board shall dismiss thecomplaint, disqualify the candidate for the elective office sought or future RI elective
offices or both, or take such other action as it deems fair and just. A two-thirds vote shallbe required to disqualify a candidate, such disqualification being for those RI offices andfor such periods as the board shall determine. The board may take action as it deems fair29

and just against any Rotarians who violate section 10.060. The board’s decision shall bepromptly transmitted to all parties concerned.
10.070.3. Repeated Election Complaints from a District.
Notwithstanding any other provision of these bylaws or the standard club constitution:(a) If a district’s selection of a governor-nominee has resulted in two or more election
complaints under subsection 10.070.1. in the previous five-year period, the board
may take any or all of the following actions when it has reasonable cause to believethat RI’s bylaws or election complaint procedures have been violated:
1. disqualify the nominee and any or all candidates and select a past governor
from a club in the district to serve as governor;
2. remove from office any governor, governor-elect or governor-nominee who
improperly influences or interferes in the election process; and3. declare that a current or past RI officer who improperly influences orinterferes in the election process shall no longer be considered to be a current
or past RI officer;(b) If a district’s selection of a governor-nominee has resulted in three or more election
complaints in the previous five-year period, the board may dissolve the district andassign the clubs to surrounding districts. The provisions of section 15.010. shallnot apply to this section.
10.070.4. Candidate Declaration of Campaigning Provisions.
Any prescribed form used in suggesting candidates for elective office shall include asigned declaration by the candidates certifying that they have read, understand, accept,
and agree to be bound by the provisions of the bylaws.
10.070.5. Completion of Election Review Procedure.
Rotarians and clubs are obligated to follow the election review procedure established in
the bylaws as the exclusive method of contesting the right to an elective office or the
result of an RI election. If a Rotarian candidate or a club acting on behalf of such acandidate fails to follow and complete the election review procedure, before seeking theintervention of any non-Rotary agency or other dispute resolution system, the Rotariancandidate shall be disqualified from the election in question.
Article 11 Nominations and Elections for President
11.010. Nominations for President.
11.020. Nominating Committee for President.
11.030. Election of Members to the Nominating Committee for President.
11.040. Procedure for Functioning of Committee.
11.050. Nomination by the Committee.
11.060. Report of Committee.
11.070. Additional Nomination by Clubs.
11.080. Contingency Not Provided For in Section 11.070.
11.090. Nominations Presented to Convention.
11.100. Ballot-by-Mail.

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11.010. Nominations for President.
No past president or current board member shall be eligible to be nominated forpresident.
11.020. Nominating Committee for President.
11.020.1. How Constituted.
The nominating committee for president shall consist of 17 members from the 34 zones
constituted for the nomination of RI directors. These members shall be elected asfollows:(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.
11.020.2. Member from RIBI.
The member from a zone wholly within RIBI shall be elected by the clubs of that zone bya ballot-by-mail in such form and at such time as the general council of RIBI shalldetermine. The name of such member shall be certified to the general secretary by thesecretary of RIBI.
11.020.3. Member of Club in Zone.
Each member shall be a member of a club in the zone from which the member is elected.
11.020.4. Not Eligible for Nomination.
Neither the president, president-elect, nor any past president shall be eligible formembership on the nominating committee.
11.020.5. Qualifications.
Each member of the nominating committee shall be a past director of RI. A candidate formembership on the committee must be a past director at the time of election, except
where there is no past director available for election or appointment as a member of thecommittee from a particular zone. In such case, a past governor shall be eligible for suchelection or appointment provided that such past governor has served for at least one year
as a member of a committee provided for in sections 16.010., 16.020., and 16.030. or as atrustee of The Rotary Foundation.
11.030. Election of Members to the Nominating Committee for President.
11.030.1. Notification to Eligible Candidates.
The general secretary shall mail a letter to each past director eligible to serve on thenominating committee for the following year. The letter must be mailed between 1 and
15 March. The letter will inquire as to whether the past directors desire to be considered
for membership on the committee and to advise the general secretary prior to 15 April
that they wish to have their names listed as being willing and able to serve. Any past
director not responding by 15 April will be considered unwilling to serve.

3111.030.2. One Eligible Past Director in a Zone.
Where there is only one eligible past director from a zone willing and able to serve, thepresident shall declare such past director to be the member of the committee from thatzone.
11.030.3. Two or More Eligible Past Directors from a Zone.
Where there are two or more eligible past directors willing and able to serve, the member
and alternate member of the committee shall be elected in a ballot-by-mail. The
procedure for such ballot-by-mail shall be as described below.
11.030.3.1. Ballot Preparation.
The general secretary shall prepare a ballot, single transferable where applicable. The
ballot shall include the names of all eligible past directors in alphabetical order.
11.030.3.2. Ballot Specifications.
The general secretary shall cause a copy of the ballot to be mailed to each club in thezone by 15 May. The ballot shall include photographs and biographical statements ofeach such past director, including the past director’s name, club, RI offices, andinternational committee appointments held and year(s) of service. Such ballot shall bemailed with instructions that the completed ballot be returned to the general secretary at
the World Headquarters of the Secretariat by 30 June.
11.030.4. Club Voting.
Each club shall be entitled to at least one vote. Any club with a membership of morethan 25 shall be entitled to one additional vote for each additional 25, or major fraction
thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to participate in the voting.
11.030.5. Balloting Committee Meeting.
The president shall appoint a balloting committee which shall meet at a time and place
determined by the president to examine and count the ballots. Such meeting shall takeplace no later than 10 July. The balloting committee shall certify its report of theballoting results to the general secretary within five days of the committee’s adjournment.
11.030.6. Declaration of Member and Alternate.
The candidate receiving a majority of the votes cast shall be declared the member of thecommittee. The candidate from such zone receiving the second highest number of votes
shall be declared the alternate member of the nominating committee. The voting process
for members and alternate members shall take into account the second and subsequent
preference choices when necessary. An alternate member shall serve only in the eventthe elected member is unable to serve. In the event of a tie vote in any zone, the board
shall appoint one of the candidates who received the tie vote as the member or alternate
member of the nominating committee.

3211.030.7. Vacancy.
In the event of a vacancy in the committee from a zone, the most recent past director
available who was eligible for membership on the committee from such zone on 1
January shall be the member of the nominating committee.
11.030.8. Term.
The term of the committee shall commence on 1 July of the calendar year in which its
members are elected. The committee shall serve for one year. Any alternate called toserve on the committee shall serve for the unexpired term of the committee.
11.030.9. Vacancy Not Provided For in Bylaws.
The board shall appoint a member to fill any vacancy in the committee not provided forin the foregoing provisions. It is preferred that the appointment be from a club in thesame zone as that in which the vacancy occurred.
11.040. Procedure for Functioning of Committee.
11.040.1. 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.
11.040.2. Selection of Chairman.
The committee shall elect a member to serve as its chairman. Such selection shall takeplace when the committee convenes.
11.040.3. Forwarding Names to Committee.
The general secretary shall, between 1 May and 15 May in each year, mail a letter to all
Rotarians who will be eligible to serve as president. The letter will ask if such Rotarians
are willing to be considered for nomination for president and will advise them to notify
the general secretary prior to 30 June whether they wish to have their names listed as
being willing and able to serve. Those Rotarians not responding to the general secretaryby 30 June will not be considered by the nominating committee. The general secretaryshall forward the list of those willing to serve to the nominating committee and to
Rotarians upon request at least one week prior to the committee meeting.
11.050. Nomination by the Committee.
11.050.1. Best Qualified Rotarian.
The committee shall meet and nominate from among the list of past directors who haveindicated they are willing to serve as president the best qualified Rotarian available toperform the functions of the office.
11.050.2. Committee Meeting.

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The committee shall meet no later than 15 August at a time and place determined by theboard. All candidates shall be given an opportunity to be interviewed by the committee
according to procedures determined by the board.
11.050.3. Quorum and Voting.
Twelve members of the committee shall constitute a quorum. The transaction of all
business of the committee shall be by majority vote, except that in the selection of thecommittee’s nominee for president, the votes of at least ten members of the committee
shall be cast in favor of such nominee.
11.050.4. Resignation of Nominee for President and Procedure for New Selection.
Where the nominee for president is unable to serve or submits a resignation to thepresident, such nominee shall no longer be eligible for nomination or election to theoffice of president in such year. The president shall so notify the chairman of thecommittee and the committee shall select another qualified Rotarian as nominee forpresident. In such circumstances, the following procedure shall be utilized.
11.050.4.1. Procedures for Committee.
At its meeting, the committee shall authorize the chairman to act on its behalf to initiate
promptly the procedures for meeting such contingency.
11.050.4.2. Committee Voting Procedure.
Such procedures could include a ballot-by-mail or other rapid means of communication,or an emergency meeting of the committee to be held as determined by the president onbehalf of the board.
11.050.4.3. Challenging Candidates.
Where the committee must select another nominee as hereinbefore provided, the clubs
shall to the extent possible be given a reasonable period as determined by the board tosubmit challenging candidates. Such challenges shall be in accordance with section
11.070., except with reference to specified filing dates.
11.050.4.4. Contingency Not Provided For in Bylaws.
Where a contingency arises that has not been provided for by the committee, the board
shall determine the procedure to be followed by the committee.
11.060. Report of Committee.
The report of the committee shall be addressed to the clubs and certified to the generalsecretary by the chairman within ten days following the adjournment of the committee.
The general secretary shall notify each club of the contents of the report as soon as
financially practicable but in any case within thirty (30) days after the receipt thereof.
11.070. Additional Nomination by Clubs.
In addition to the nomination made by the committee, challenges may be made in thefollowing manner.

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11.070.1. Candidate Previously Considered and Concurrence.
Any club may suggest as a challenging candidate the name of a qualified Rotarian who
duly notified the general secretary pursuant to subsection 11.040.3. of his or her
willingness to be considered for nomination for president. The name of the challenging
candidate shall be submitted pursuant to a duly adopted resolution by the club at a regularmeeting. The resolution must be supported by a concurrence of at least a majority of the
clubs in the district obtained at a district conference or through a ballot-by-mail. The
concurrence must be certified to the general secretary by the district’s governor. The
resolution must be accompanied by a written statement from the challenging candidatethat such candidate is willing to have such candidacy submitted to the clubs forendorsement. The foregoing requirements must be completed by 1 October of therelevant year.
11.070.2. Notification to Clubs of Challenging Candidates.
The general secretary shall notify the clubs of the suggested challenging candidates andprovide the clubs with a registered form for use by any club which desires to endorse any
such challenging candidate. The general secretary shall provide such notice and forms
immediately following 1 October.
11.070.3. Absence of a Challenging Candidate.
Where no challenging candidate has been suggested, the president shall declare thenominee of the nominating committee to be the president-nominee.
11.070.4. Endorsement of Challenging Candidate.
If on 15 November, any such challenging candidate has been endorsed by 1 percent of the
clubs comprising the membership of RI as of the preceding 1 July, with at least half ofthe endorsements originating from clubs in zones other than that of the challenging
candidate(s), such challenging candidate(s) and the nominee of the committee shall beballoted upon as provided in section 11.100. Where the challenging candidate fails toreceive the prescribed endorsements by 15 November, the president shall declare thenominee of the committee to be the president-nominee.
11.070.5. Validity of Endorsement.
The balloting committee provided in subsection 11.100.1. shall validate, count, andcertify the returned endorsement forms and report to the president. If this balloting
committee finds there is a sufficient number of forms to constitute an endorsement of thechallenging candidate but has good reason to suspect the genuineness of the forms, it
shall so advise the president who, before making any announcement, shall convene theelection review committee of RI to determine the validity of such forms. After thisdetermination has been made, the balloting committee shall then report to the president.
11.080. Contingency Not Provided For in Section 11.070.
Where a contingency arises which has not been provided for in section 11.070., the board
shall determine the procedure to be followed.
11.090. Nominations Presented to Convention.

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11.090.1. Presentation for Election of Nominee for President.
The general secretary shall present to the convention for election the name of thenominee for president as duly nominated by the committee and such nominee shallassume office on 1 July in the calendar year following the election, unless there has beena ballot-by-mail.
11.090.2. Vacancy in the Office of President-elect.
Where there is a vacancy in the position of president-elect, the general secretary shallalso present to the convention for election the name of the nominee to fill such vacancy.
Such nominations may include the person nominated by the committee and the name ofany such challenging candidate duly nominated by a club. Where circumstances require
it as provided in section 11.080., nominations of challenging candidates also may bemade by club delegates on the floor of the convention.
11.100. Ballot-by-Mail.
The procedure for electing a president pursuant to a ballot-by-mail as provided in section
11.070. shall be by the following procedures.
11.100.1. Balloting Committee.
The president shall appoint a balloting committee to supervise the preparation, return, andcounting of ballots executed by the clubs.
11.100.2. Ballot Specifications.
The balloting committee shall prepare a ballot, single transferable where applicable. The
ballot shall list the names of all duly proposed candidates. Such list shall be inalphabetical order following the name of the candidate selected by the committee. The
name of the candidate selected by the committee shall be clearly indicated on the ballot
as having been so selected.
11.100.3. Mailing of Ballot.
The balloting committee shall cause a copy of the ballot to be mailed to each club no later
than the following 15 February. Such ballot shall be mailed with instructions that thecompleted ballot be returned to the balloting committee at the World Headquarters of theSecretariat no later than 15 April. Such ballot shall include photographs and biographicalstatements of the candidates.
11.100.4. Club Voting.
Each club shall be entitled to at least one vote. Any club with a membership of morethan 25 shall be entitled to one additional vote for each additional 25, or major fraction
thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to participate in the voting.
11.100.5. Balloting Committee Meeting.

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The balloting committee shall meet at a time and place determined by the president. The
committee shall examine and count the ballots. Such meeting must take place no later
than 20 April. The balloting committee shall certify its report of the results of theballoting to the general secretary within five days thereafter.
11.100.6. Counting of Votes.
The candidate receiving a majority of the votes cast shall be declared the president-elect.
The voting shall take into account the second and subsequent choices where necessary.
11.100.7. Announcement of President-elect.
The president shall announce the name of the president-elect no later than 25 April.
11.100.8. Tie Vote.
The following procedure shall apply where the ballot-by-mail results in a tie vote. Where
one of the candidates receiving the tie vote was the choice of the nominating committee,
such candidate shall be declared the president-elect. Where none of the candidates
receiving the tie vote was the choice of the committee, the board shall select one of thetied candidates to be the president-elect.
Article 12 Nominations and Elections for Directors
12.010. Nominations for Directors by Zones.
12.020. Selection of Director-nominee and Alternate by Nominating Committee
Procedure.
12.030. Ballot-by-Mail Procedure.
12.040. Nominations for Officers of RIBI.
12.010. Nominations for Directors by Zones.
Nominations for directors shall be by zones, as hereinafter provided:
12.010.1. Number of Zones.
The world shall be divided into 34 zones that are approximately equal in number ofRotarians.
12.010.2. Schedule of Nominations.
Each such zone shall nominate a director from the membership of the clubs in that zone
every fourth year according to a schedule established by the board.
12.010.3. Zone Boundaries.
The initial boundaries of the zones shall be approved by resolution of the council.
12.010.4. Periodic Review of Zone Boundaries.
The board shall undertake, no less often than every eight years, a comprehensive reviewof the composition of the zones to maintain an approximately equal number of Rotarians
in each zone. The board may also undertake, as necessary, interim reviews for the same
purpose.

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12.010.5. Realignment of Zones.
Any new alignments can be made by the board.
12.010.6. Sections Within Zones.
The board may create, modify, or eliminate sections in zones in order to rotate in a fairmanner the directorship within a zone. These sections shall nominate RI directors on aschedule determined by the board that is based on an approximate equality of number ofRotarians. Except for zones that include clubs in RIBI, no such section shall be created,
modified, or eliminated over the objection of a majority of the clubs in the zone.
12.010.7. Director from Zone in RIBI.
The director from a zone or section of a zone wholly within RIBI shall be nominated by
the clubs of that zone or section of a zone by a ballot-by-mail in such form and at suchtime as the general council of RIBI shall determine. The name of such nominee shall becertified to the general secretary by the secretary of RIBI.
12.020. Selection of Director-nominee and Alternate by Nominating Committee
Procedure.
12.020.1. 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 from which thecandidate may be nominated. However, where there are two or more sections in a zone,
the committee shall be selected from those districts in the section(s) from which thedirector is to be nominated if a majority of districts in each section of the zone, byresolutions adopted at their district conferences, agree to the selection from suchsection(s).
Initially, for such 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 theyear preceding such selection. Such agreement shall be void if the districts comprising
the zone are changed, but shall otherwise remain in effect unless rescinded by a majorityof districts in any section of the zone by resolution adopted at their conferences and such
rescission is certified to the general secretary by the district governors.
12.020.2. 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 thesection that is not within RIBI. The nominating committee for the section not within
RIBI shall be selected from that section.
12.020.3. Membership on Nominating Committee.

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A nominating committee shall consist of one member from each district in the zone or
section elected by the clubs of such district as hereinafter provided. Each member shallbe a past governor at the time they are to serve, who is a member of a club in the relevantzone or section. Such members also shall have attended at least two Rotary institutes ofthe zone from which the director is being nominated and one convention in the three
years prior to serving on the committee. Members shall be elected for a term of one year.
The president, president-elect, any past president, director, or any past director shall not
be eligible for membership on the nominating committee. No Rotarian who has served
twice as a member of such a committee shall be eligible for service again. Each member
shall have one vote.
12.020.4. Election.
Except as provided in subsections 12.020.9. and 12.020.10., the member and the alternate
member of the nominating committee shall be elected at the annual conference of the
district in the year preceding the scheduled nomination.
12.020.5. Nominations.
Any club in a district may nominate a qualified member of the club for membership on
the nominating committee where such member has indicated a willingness and ability toserve. The club shall certify such nomination in writing. Such certification must include
the signatures of the club president and secretary. Such nomination shall be forwarded to
the governor for presentation to the electors of the clubs at the district conference. Eachelector at the district conference shall be entitled to cast one vote in the election of themember.
12.020.6. Members and Alternates.
The candidate receiving a majority of the votes cast shall be the member of thenominating committee. The candidate receiving the second highest number of votes shallbe declared the alternate member, to serve only in the event the member is unable toserve.
12.020.7. Candidate Declared as a Member of the Nominating Committee.
No ballot shall be required where there is only one nominee in a district. In such cases,
the governor shall declare such nominee the member of the nominating committee.
12.020.8. Member and Alternate Member Unable to Serve.
Where neither the member nor the alternate member is able to serve, the governor may
designate some other duly qualified member of a club in the district to be the member ofthe nominating committee.
12.020.9. Election of Member of the Nominating Committee Through Ballot-by-Mail.
In certain circumstances, the board may authorize a district to select the member of thenominating committee and the alternate member of the nominating committee in a ballotby-mail. In such cases, the governor shall prepare and cause to be mailed to the secretaryof every club in the district an official call for nominations for member. All nominations
must be made in writing and signed by the president and the secretary of the club. The

39

nominations must be received by the governor on or before a date to be fixed by thegovernor. The governor shall cause to be prepared and mailed to each club a ballot
naming in alphabetical order the qualified nominees so offered and shall conduct theballot-by-mail. Those candidates whose written requests for exclusion from the ballot arereceived no later than the date fixed by the governor shall be excluded from such ballot.
Each club shall be entitled to at least one vote. Any club with a membership of morethan 25 shall be entitled to one additional vote for each additional 25, or major fraction
thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to participate in the voting. The
governor may appoint a committee for the purpose of conducting the ballot-by-mailprocedure as provided herein.
12.020.10. Election Through Ballot-by-Mail.
A majority vote of electors present and voting at a district conference may vote to havethe selection of the member and the alternate member pursuant to a ballot-by-mail. The
ballot-by-mail shall be conducted in accordance with the provisions set forth insubsection 12.020.9. and shall be concluded no later than 15 May of the appropriate year.
12.020.11. Report of Member to the General Secretary.
The names of the member and the alternate member of the nominating committee shall bereported by the governor to the general secretary immediately following their selection,
but in no case later than 1 June of the appropriate year.
12.020.12. Contingency Not Provided For in Section 12.020.
The board shall determine the procedure to be followed for any contingency that arises
regarding the determination of balloting which has not been provided for in the foregoingprovisions of this section.
12.020.13. Designation of Convener, Time and Place of Meeting, Election of Chairman.
The board shall designate a convener from the members of the nominating committee nolater than 15 June in the year preceding the year in which a director and alternate are to
be nominated. The board shall likewise designate the place of its meeting. Such meetingmust be held between 15 and 30 of the following September. The committee shall elect achairman from its members at the time of its meeting.
12.020.14. Suggestions from Clubs to Committee.
The general secretary shall inform the clubs in the zone or section of the composition of
the nominating committee no later than 1 July. The general secretary shall invite all
clubs in the zone or section to submit their suggestions for director from the zone or
section for consideration by the committee and shall provide the address of the convener
to whom the suggestions shall be sent. The suggestions shall be submitted to thenominating committee on a form prescribed by the board. The form shall include
background information regarding the suggested candidate’s Rotary and other activities

40and a recent photograph of the suggested candidate. Such suggestions must reach thenominating committee at the address of the convener no later than 1 September.
12.020.15. Meeting of the Nominating Committee.
The committee shall meet during the following September at a time and place determinedby the board. A majority of the members of the committee shall constitute a quorum.
The transaction of all business shall be by majority vote, except that in selecting thecommittee’s nominee for director, the nominees for director and alternate must receive atleast the same number of votes as the number which constitutes no less than a 60 percent
majority of the committee. The chairman of the nominating committee shall vote fornominees for director and alternate; however, the chairman of the nominating committee
shall not have a vote in the transaction of the committee’s other business, except that thechairman may vote to break a tie vote.
12.020.16. Committee Nominations.
The nomination of a director and alternate by the committee shall be made from among
members of clubs in the zone or section of the zone whose names have been suggested byclubs. Where there are fewer than three such suggested names, the committee may also
consider other qualified Rotarians in that zone or section for selection. The committee is
responsible for nominating the most capable persons available.
12.020.17. Report of Selection of Committee.
The committee’s nomination for the office of director and alternate from the zone shall be
filed with the general secretary within ten days following the adjournment of its meeting.
The general secretary shall inform all clubs in the zone or section of the selection of thenominating committee by 15 October.
12.020.18. Nominee Unable to Serve.
Where a nominee for director selected by the committee is unable to serve, the committee
shall automatically nominate the alternate who was selected previously.
12.020.19. Proposal of Challenging Candidates.
Any club in the zone or section may also propose a challenging candidate. The
challenging candidate must have been duly suggested to the nominating committee. The
name of the challenging candidate shall be submitted pursuant to a resolution of the club
duly adopted at a regular meeting. The resolution must be concurred to by a majority ofclubs in its district or, where its district is in more than one zone, a majority of clubs in its
district which are in the same zone from which the director is to be nominated. Such
concurrence shall be obtained at a conference or through a ballot-by-mail. The
concurrence must be certified to the general secretary by the district’s governor. The
resolution must be accompanied by a written statement from the challenging candidatethat such candidate is willing and able to serve, specific biographical material (on a form
prescribed by the board), and a recent photograph. The foregoing procedure must becompleted by 1 December in the relevant year.
12.020.20. Declaration of Director-nominee, Selection in Ballot-by-Mail.

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Where the general secretary fails to receive the prescribed concurrences by 1 December,the president shall declare the nominee of the nominating committee to be the directornominee from the zone. Such announcement shall take place no later than 15 December.
Where the general secretary receives the prescribed proposal and concurrences by 1
December, selection of a director from among the challenging candidates and thenominee of the nominating committee shall be made in a ballot-by-mail in accordancewith section 12.030.
12.030. Ballot-by-Mail Procedure.
The procedure for selecting a director-nominee in a ballot-by-mail pursuant to section
12.020. shall be as provided below.
12.030.1. Voting.
All clubs within the zone shall participate in the balloting except in those zones where thenominating committee is to be selected from the districts within a section pursuant to theprovisions of subsection 12.020.1. or 12.020.2. In those zones, only clubs within thesection from which the RI director is to be nominated shall participate in the balloting.
12.030.2. Balloting Committee.
The president shall appoint a balloting committee to examine and count ballots.
12.030.3. Ballot Specifications.
The general secretary shall prepare a ballot, single transferable where applicable. Eachballot shall be accompanied by a summary of biographical data of each candidate
supplied by the proposing clubs. Such summary shall be in a form prescribed by theboard. The ballot shall include the names of the challenging candidates duly proposed byclubs. Such names shall be in alphabetical order following the name of the candidate
selected by the nominating committee. The name of the candidate selected by thenominating committee shall be clearly indicated on the ballot as having been so selected.
12.030.4. Deadline for Receipt of Ballots.
The general secretary shall mail a copy of the ballot accompanied by photographs andbiographical statements to each club in the zone or section no later than the following 31
December. Such ballot shall be mailed with instructions that the completed ballot must
be returned to the general secretary at the World Headquarters of the Secretariat no later
than 1 March.
12.030.5. Club Voting.
Each club shall be entitled to at least one vote. Any club with a membership of morethan 25 shall be entitled to one additional vote for each additional 25, or major fraction
thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to participate in the voting.
12.030.6. Balloting Committee Meeting and Report.

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The balloting committee shall meet at a time and place determined by the president toexamine and count the ballots. Such meeting shall take place no later than 5 March. The
balloting committee shall certify its report of the results to the general secretary within
five days thereafter.
12.030.7. Counting Ballots.
The candidate for director receiving the majority of the votes cast shall be declared thenominee. The counting shall take into account the second and subsequent preferences inorder to select the alternate director.
12.030.8. Announcement of Director-nominee.
The president shall announce the name of the director-nominee selected by such ballotby-mail no later than 10 March.
12.030.9. Tie Vote.
Where a ballot-by-mail results in a tie for director-nominee, a second ballot-by-mail shallbe conducted. The general secretary shall supervise preparation and mailing of suchballots. Such ballots shall contain the names of the candidates who received the tie votein the first ballot-by-mail. The ballot shall be accompanied by biographical statements
and photographs of such candidates. The ballots and other materials shall be mailed toeach club in the zone or section by 15 March. Such ballot shall be mailed with
instructions that the completed ballot must be returned to the general secretary at theWorld Headquarters of the Secretariat no later than the following 1 May. The balloting
committee shall meet at a time and place determined by the president to examine andcount the ballots. Such meeting shall take place by 5 May. The balloting committee
shall certify its report of the results to the general secretary within five days thereafter.
The president shall inform all clubs in the zone of the director-nominee no later than 10May.
12.030.10. Extension of Time.
The board shall have authority to alter the date(s) under this section as they may apply tothe clubs in any zone where exceptional circumstances exist.
12.040. Nominations for Officers of RIBI.
Nominees for president, vice-president, and honorary treasurer of RIBI shall be selected,
proposed, and nominated pursuant to the bylaws of RIBI.
Article 13 Nominations and Elections for Governors
13.010. Selection of a Governor-nominee.
13.020. Nominating Procedure for Governor.
13.030. Selection Through Ballot-by-Mail of Governor.
13.040. Ballot-by-Mail Specifications.
13.050. Certification of Governor-nominee.
13.060. Rejection or Suspension of Governor-nominee.
13.070. Special Elections.

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13.010. Selection of a Governor-nominee.
The district shall select a nominee for governor not more than 36 months, but not lessthan 24 months, prior to the day of taking office. The board shall have the authority toextend the date under this section for good and sufficient reason. The nominee will beelected at the RI convention held immediately preceding the year in which such nominee
is to be trained at the international assembly. Nominees so elected shall serve a one-year
term as governor-elect and assume office on 1 July in the calendar year following
election.
13.020. Nominating Procedure for Governor.
13.020.1. Method of Selection of Governor-Nominee.
Except for those districts in RIBI, a district shall select its governor-nominee either by anominating committee procedure as hereinafter provided or by a ballot-by-mail asprovided in sections 13.030. and 13.040. or, alternatively, at the district conference asprovided in subsection 13.020.13., the choice of which shall be decided by a resolution
adopted at a district conference by a majority of the votes of the electors of the clubspresent and voting.
13.020.2. Nominating Committee for Governor.
In districts adopting a nominating committee procedure for selection of governornominee, the nominating committee for governor shall be charged with the duty to seekout and propose the best available candidate for governor-nominee. The terms ofreference of the committee, including the method for selecting members, shall be
determined in a resolution adopted by the electors of the clubs present and voting at a
district conference. Such terms of reference may not be inconsistent with the bylaws.
13.020.3. Failure to Adopt Nominating Committee Procedure.
Any district which has adopted the nominating committee procedure for selection of
governor-nominee but fails to select members of a nominating committee as required insubsection 13.020.2. shall utilize the five most recent past governors who are still
members of a club in that district as its nominating committee. The committee soconstituted shall function in accordance with section 13.020. Where five past governors
are not available, the president of RI shall appoint additional suitable persons from that
district so that the committee contains five members.
13.020.4. Suggestions by Clubs for Governor.
In a district selecting its governor-nominee either by nominating committee procedure orat the district conference, the governor shall invite the clubs to submit their suggestions
for nominations for governor. Where the nominating committee procedure is to be
utilized, such suggestions shall be considered by the nominating committee so long as
they reach the committee by the date established and announced by the governor. Suchannouncement shall be made to the clubs in the district at least two months before suchsuggestions must reach the nominating committee. The announcement shall include theaddress to which suggestions shall be sent. The suggestions shall be submitted in theform of a resolution adopted at a regular meeting of the club naming the suggested

44

candidate. The resolution shall be certified by the club secretary. A club may suggest
only one of its own members as a candidate for governor-nominee.
13.020.5. Nomination by Committee of Best Qualified Rotarian.
The nominating committee for governor shall not be limited in its selection to thosenames submitted by clubs in the district. The committee shall nominate the best qualified
Rotarian who is available to serve as governor.
13.020.6. 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. The governor shallthen publish to the clubs of the district the name and club of the nominee within 72 hours
from receipt of the notice from the chair of the nominating committee. Publication of theannouncement consists of a written notice by the governor by letter, e-mail or facsimile
to the clubs in the district.
13.020.7. Committee Inability to Select Nominee.
Where the nominating committee cannot agree upon a candidate, the governor-nominee
shall be elected in a ballot-by-mail as provided in section 13.040. Alternatively, thegovernor-nominee may be selected from among those candidates suggested to thenominating committee at the district conference in accordance with section 15.050.
13.020.8. Challenging Candidates.
Any club in the district which has been in existence for at least one year as of the
beginning of that year may also propose a challenging candidate for governor-nomineeprovided this club has previously suggested such candidate to the nominating committee.
A club in existence for less than one year as of the beginning of that year may propose achallenging candidate provided such candidate is a member of that club and thechallenging candidate must have been duly suggested to the nominating committee. The
name of the challenging candidate shall be submitted pursuant to a resolution by the club
adopted at a regular meeting. The club must file the resolution with the governor by thedate determined by the governor. Such date shall be not more than 14 days after
publication of the announcement of the selection for governor-nominee by the governor.
13.020.9. Concurrence to Challenges.
The governor shall inform all clubs through a form prescribed by RI of the name of any
challenging candidate who has been proposed as specified above. The governor shallalso inquire whether any club wishes to concur with the challenge. A club must file aresolution of the club adopted at a regular meeting to concur with a challenge. Such
resolutions must be filed with the governor by the date determined by the governor. Only
challenges that have been concurred to by at least five other clubs which have been in
existence for at least one year as of the beginning of that year or 10 percent of the total
number of clubs as at the beginning of that year in the district which have been in
existence for at least one year as of the beginning of that year, whichever is higher, andonly when such resolutions by the club were adopted at a regular meeting in accordancewith the club bylaws as determined by the governor shall be considered valid.

4513.020.10. Absence of Challenging Candidate.
The governor shall declare the candidate of the district nominating committee to be thegovernor-nominee where no such challenging nomination has been received by theestablished date. Such declaration shall be made to all clubs in the district within 15 daysof the deadline.
13.020.11. Challenging Nominations.
The governor shall notify, within seven days following the deadline, all clubs in the
district where a valid challenging nomination has been received by the deadline. Suchnotice shall include the name and qualifications of each such challenging candidate, thenames of the challenging and concurring clubs and state that such candidates will beballoted upon in a ballot-by-mail or alternatively at the district conference if thechallenge remains effective up to the date set by the governor.
13.020.12. Lack of Valid Challenging Nomination.
Where no valid challenging nomination is received, the governor shall declare thecandidate of the district nominating committee as governor-nominee. The governor shallnotify all clubs in the district of such nominee within 15 days.
13.020.13. Ballot at District Conference for Election of Governor-nominee.
The ballot at the district conference will follow as closely as possible the provisions for aballot-by-mail. All votes from a club with more than one vote shall be cast for the samecandidate failing which the votes from such club shall be deemed to be spoiled votes.
13.030. Selection Through Ballot-by-Mail of Governor.
A district shall select its nominee for governor in a ballot-by-mail without the assistanceof a nominating committee where circumstances require such action under subsection
13.020.1. or when permission is given by the board.
13.030.1. Procedure.
The governor shall mail to the secretary of every club in the district an official call for
nominations for governor. All nominations must be made in writing and signed by thepresident and secretary of the club. A club may suggest only one of its own members as
a candidate for governor-nominee. Nominations must be in the hands of the governor bya date fixed by the governor. Such date shall be at least one month after the call for suchnominations. No ballot shall be required and the governor shall declare such candidate tobe the governor-nominee where only one candidate is suggested by a club.
13.030.2. Club Nomination of Two or More Candidates.
Where there are two or more candidates, the governor shall notify all clubs in the districtof the name and qualifications of each such candidate and that all such candidates forgovernor-nominee will be selected through a ballot-by-mail.
13.040. Ballot-by-Mail Specifications.

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The governor shall prepare a ballot in the form provided by the board, giving the name ofany candidate selected by the district nominating committee. The ballot shall then list inalphabetical order the names of any candidates received by the governor. Where there
are more than two candidates, balloting shall be by the single transferable ballot system.
The governor shall mail a copy of said ballot signed by all members of the balloting
committee to each club with instructions that the completed ballot be returned to andreceived by the governor. The ballots shall be returned by a date fixed by the governor.
Such date shall be no less than 15 days or more than 30 days following the date of thegovernor’s mailing of the ballots to the clubs. Each ballot shall represent one vote. The
governor shall send each club the number of ballots corresponding to the number of votes
entitled to be cast by such club.
13.040.1. Club Voting.
Each club shall be entitled to at least one vote. Any club with a membership of morethan 25 shall be entitled to one additional vote for each additional 25, or major fraction
thereof, of its members. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to participate in the voting. If a club isentitled to cast more than one vote, the club shall cast all votes for the same candidate.
The name of the candidate for whom the club has cast its vote(s) shall be verified by thesecretary and president of the club and forwarded to the governor in a sealed envelope
provided therefor.
13.040.2. Balloting Committee.
The governor shall determine and announce the place, date, and time for counting ofballots and shall appoint a committee of three members to arrange a place and otherwise
take charge of validating and counting the ballots. Validation of ballots shall be
undertaken separately from the counting of the ballots. The committee shall make otherarrangements to safeguard the secrecy of the ballots as necessary. Arrangements shall bemade so that candidates or a representative of each of them may be present to observe thecounting of the ballots. All sealed envelopes containing the ballots from each club shallbe opened in the presence of the candidates or their representatives.
13.040.3. Majority or Tie Vote.
The candidate receiving a majority of the votes cast shall be declared governor-nominee
for that district. If two candidates each receive 50 percent of the votes in an election andone of the candidates is the nominee of the nominating committee, the nominee of thenominating committee shall be declared the governor-nominee. If neither of thecandidates is the nominee of the nominating committee, the governor shall select one of
the candidates as the governor-nominee.
13.040.4. Report of Balloting Committee.
The balloting committee shall promptly report the results of the ballot to the governor assoon as a candidate receives a majority vote. The report shall contain the number of thevotes cast for each candidate. The governor shall promptly notify the candidates of the47

results of the ballot. The balloting committee shall retain all ballots cast for a period of
15 days following the governor’s notification to the candidates. Such ballots shall be
open to inspection by a representative of any club during such period. The chairman ofsaid committee shall destroy such ballots following the 15-day period.
13.050. Certification of Governor-nominee.
The governor shall certify the name of the governor-nominee to the general secretary
within ten days after such nominee has been declared the nominee.
13.060. Rejection or Suspension of Governor-nominee.
13.060.1. Failure to Meet Qualifications.
Any nominee for governor who does not meet the prescribed qualifications andrequirements shall be rejected and shall not be presented by the general secretary to theconvention for election.
13.060.2. Suspension of Nomination.
Notwithstanding the receipt of a signed statement from a governor-nominee, the board
may suspend such nomination where it has cause to believe that the nominee would beunable to fulfill satisfactorily the duties and responsibilities of the office as provided in
the bylaws. The governor and nominee shall be informed of such suspension and thenominee shall be given an opportunity to submit to the board, through the governor andthe general secretary, additional information with reference to the nominee’s ability toassume the duties and responsibilities of the office of governor. The board shall consider
all pertinent circumstances including such information as may be submitted by thenominee and either reject the nomination of the nominee by a two-thirds vote orwithdraw the suspension.
13.060.3. Rejection of Nominee.
The general secretary shall advise the governor of the district concerned where thenomination of the nominee has been rejected by the board. The general secretary shallprovide the reasons for such rejection and the governor shall so advise such nominee.
Where time permits, the governor shall conduct a ballot-by-mail in the district to selectanother nominee for governor in accordance with the provisions of the bylaws. Where a
district fails to select an acceptable and qualified nominee for governor, such nominee
shall be selected in accordance with section 13.070.
13.070. Special Elections.
Where a district fails to select a nominee for governor or where a nominee for such officebecomes disqualified for election or otherwise becomes unable or unwilling to serve andanother nominee is not selected by the district prior to the annual election of officers at
the convention, the governor shall reinitiate the nominating procedures in accordancewith section 13.020. Similarly, where a district’s nominee is elected at the convention,
but becomes disqualified or otherwise unable or unwilling to serve at least three months
prior to the international assembly, the governor shall reinitiate the nominatingprocedures starting with section 13.020. In either event, the board shall elect the Rotarian48

so nominated to serve as governor-elect. Thereafter, if a governor-elect becomesdisqualified or unable or unwilling to serve the board shall elect a Rotarian qualified
under section 15.070. to fill the vacancy. Provided, however, if either a governor-elect orgovernor-nominee becomes unable or unwilling to serve as governor, and the selection
process for his or her successor has been duly completed by the district, then the
successor shall automatically fill the vacancy if he or she is willing to do so, subject tothe required election either by the convention or the board.
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.
14.020. Supervision.
The board may establish a method of supervision in addition to the supervision of thegovernors of the clubs within any area composed of two or more geographicallycontiguous districts. In such cases, the board shall prescribe such rules of procedure it
deems advisable. Such rules must be approved by the clubs in such 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 behalf of the board to admit clubs in RIBI, as a districting
committee of RI, in RI financial matters as provided in the bylaws, and as may be
authorized by the board.
14.030.1. Constitution of RIBI.
The constitution of RIBI shall be in conformity with the spirit and provisions of theconstitution and bylaws of RI. The constitution and bylaws of RI and of RIBI shall
include specific provisions relating to the unit’s internal administration.
14.030.2. Amending Constitution of RIBI.
The provisions of the RIBI constitution which prescribe the unit’s internal administrationin carrying out its powers, purposes, and functions may be amended only by action of theannual conference of RIBI with the approval of the council on legislation. Where thecouncil on legislation amends the constitutional documents of RI in matters not related tointernal administration, correlative amendments necessary to maintain the constitutional
documents of RIBI in conformity with the constitutional documents of RI shall beeffected ipso facto in the constitutional documents of RIBI.

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14.030.3. Amending Bylaws of RIBI.
The RIBI bylaws may be amended as provided in its constitution and the constitutional
documents of RI. Such amendments shall be consistent with RIBI’s constitution and theconstitutional documents of RI.
Article 15 Districts
15.010. How Established.
15.020. District Assembly.
15.030. Presidents-elect Training Seminar (PETS).
15.040. District Conference.
15.050. Conference Voting.
15.060. District Finances.
15.070. Qualifications of a Governor-nominee.
15.080. Qualifications of a Governor.
15.090. Duties of a Governor.
15.100. Duties of a Governor in RIBI.
15.110. Removal from Office.
15.120. District Ballot-by-Mail.
15.010. How Established.
The board is authorized to group the clubs into districts. The president shall promulgate alist of such districts and their boundaries. Such action shall be at the direction of theboard. The board may assign an e-club to any district without regard to the boundaries ofsuch district so long as there are no more than two e-clubs in any district. The board may
eliminate or change the boundaries of any district with fewer than 33 clubs or fewer than
1,200 Rotarians. No change shall be made to the boundaries of any district with 33 ormore clubs and 1,200 or more Rotarians over the objection of a majority of the total
number of clubs in the district. The board may eliminate or change the boundaries of a
district only after consulting with and providing reasonable opportunity for the governors
and clubs of the districts involved to provide a recommendation on the proposed change.
The board shall take into account geographical boundaries, potential for district growth,and cultural, economic, language, and other relevant factors.
Interim Provision Relating to Section 15.010.
Pursuant to Enactment 10-167 adopted at the 2010 Council on Legislation, whichamended Section 15.010., until 1 July 2012 the number 33 shall be 30 and the number
1,200 shall be 1,000 in both places they appear.
15.010.1. Clubs in the Same Area.
Where several clubs coexist in the same city, borough, municipal, or urban area, theyshall not be assigned to different districts without the approval of the majority of suchclubs. The clubs coexisting in the same locality, other than e-clubs, have the right to be
assigned to the same district. Such right may be exercised by petition to the board from amajority of said clubs. The board shall assign all the coexisting clubs to the same district
within two years of receipt of such petition.

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15.020. District Assembly.
A district assembly, which may be a multidistrict assembly, shall be held annually,
preferably in March, April or May, to develop Rotary club leaders who have thenecessary skills, knowledge, and motivation to: sustain and/or grow their membershipbase; implement successful projects that address the needs of their communities andcommunities in other countries; and support The Rotary Foundation through bothprogram participation and financial contributions. The governor-elect shall be
responsible for the district assembly. The district assembly shall be planned andconducted under the direction and supervision of the governors-elect. In special
circumstances, the board may authorize the holding of a district assembly at a date otherthan provided herein. Those specifically invited shall include the incoming presidents
and the members of clubs assigned by the incoming president to serve in key leadershiproles in the upcoming year.
15.030. Presidents-elect Training Seminar (PETS).
A PETS, which may be a multidistrict PETS, shall take place for the purpose oforientation and training of club presidents-elect in the district as determined by the board.
The PETS shall be held annually, preferably in February or March. The governor-electshall be responsible for the PETS. The PETS shall be planned and conducted under the
direction and supervision of the governors-elect.
15.040. District Conference.
15.040.1. Time and Place.
A conference of Rotarians of each district shall be held annually at such time and place asagreed upon by the governor and the presidents of a majority of the clubs of the district.
The conference dates shall not conflict with the district assembly, the international
assembly, or the international convention. The board may authorize two or more districts
to hold their conferences together.
15.040.2. Site Selection.
Where a governor-nominee has been selected and certified to the general secretary, thedistrict conference for the year of the governor-nominee’s service may be planned inadvance. The governor-nominee and a majority of the current presidents of the clubs ofthat district must agree to the site for such conference. With the approval of the board, a
district may also select the site of the district conference for the year of a governornominee’s service by the vote of the governor-nominee and a majority of those persons
who will serve as club presidents during the same year. Where a club has not selected its
future president, the current president of that club shall vote on the site of suchconference.
15.040.3. Conference Actions.
A district conference may adopt recommendations upon matters of importance in its
district, provided such action shall be in accordance with the constitution and bylaws andin keeping with the spirit and principles of Rotary. Each district conference shall51

consider and act upon all matters submitted to it for consideration by the board and may
adopt resolutions thereon.
15.040.4. Conference Secretary.
The governor shall appoint a conference secretary after consultation with the president of
the host club. The conference secretary shall cooperate with the governor in planning theconference and recording the proceedings thereof.
15.040.5. Conference Report.
The governor or acting chairman, along with the secretary, shall prepare and execute a
written report of the conference proceedings within 30 days of the adjournment of said
conference. They shall transmit three copies of such report to the general secretary andone copy thereof to the secretary of each of the clubs of the district.
15.050. Conference Voting.
15.050.1. Electors.
Each club in a district shall select, certify, and send to its annual district conference atleast one elector. Any club with a membership of more than 25 shall be entitled to one
additional elector for each additional 25, or major fraction thereof, of its members. Thatis, a club with a membership of up to 37 members is entitled to one elector, a club with38 to 62 members is entitled to two electors, a club with 63 to 87 members is entitled tothree electors and so on. Such membership shall be determined by the number ofmembers in the club as of the date of the most recent semiannual payment preceding thedate on which the vote is to be held. However, any club whose membership in RI has
been suspended by the board shall not be entitled to any electors. Each elector shall be amember of the club. An elector must be present at the district conference to vote.
15.050.2. Conference Voting Procedures.
Every member in good standing of a club in a district present at the district conference
shall be entitled to vote on all matters submitted to a vote at such conference except forthe selection of a governor-nominee, election of a member and alternate member of thenominating committee for director, composition and terms of reference of the nominating
committee for governor, election of the club representative and alternate representative ofthe district to the council on legislation, and the decision as to the amount of the percapita levy. However, any elector shall have the right to demand a poll upon any matterpresented to the conference. In such cases, voting shall be restricted to electors. Whenvoting on the selection of the governor-nominee, all votes from a club with more than one
vote shall be cast for the same candidate.
15.050.3. Proxies.
A club may designate a proxy for its absent elector(s). Such club must obtain the consent
of the governor for such proxy. The proxy may include a member of its own club or amember of any club in the district in which the club is located. The proxy designationmust be certified by the president and secretary of such club. The proxy shall be entitled52

to vote as proxy for the non-attending elector(s) represented, in addition to any other votethe proxy may have.
15.060. District Finances.
15.060.1. District Fund.
Each district may establish a fund to be called "The District Fund" for financing districtsponsored projects and the administration and development of Rotary in the district. The
District Fund shall be established by resolution of the district conference.
15.060.2. Approval of Levy.
The District Fund shall be financed by all clubs in the district by way of a per capita levyon the members of those clubs. The amount of the levy shall be decided by(a) the district assembly after the approval of three-fourths of incoming club presidents
present, provided that where a president-elect is excused from attending the district
assembly by the governor-elect in accordance with article 10, section 5(c) of thestandard club constitution, the designated representative of the president-elect shallbe entitled to vote in the president-elect’s place, or, at the option of the district,(b) the district conference by a majority of the electors present and voting, or(c) at the option of the district, the district presidents-elect training seminar after theapproval of three-fourths of the incoming club presidents present, provided that
where a president-elect is excused from attending by the governor-elect inaccordance with article 10, section 5(c) of the standard club constitution, thedesignated representative of the president-elect shall be entitled to vote in thepresident-elect’s place.
15.060.3. Per Capita Levy.
The per capita levy is mandatory on all clubs of a district. The governor shall certify tothe board the name of any club that has failed for more than six months to pay such levy.
The board shall suspend the services of RI to the delinquent club while the levy remains
unpaid.
15.060.4. Annual Statement and Report of District Finances.
The governor must provide an annual statement and report of the district finances that has
been independently reviewed to each club in the district within three months of thecompletion of the governor’s year in office. It may be reviewed either by a qualified
accountant or by a district audit committee as may be decided by the district conference.
If an audit committee approach is selected, then it must:(a) be composed of at least three members;(b) have all the members be active Rotarians;(c) have at least one member who is a past governor or a person with audit experience;(d) not allow the following to serve on the audit committee for the year in which they
serve in these positions: governor, treasurer, signatories of district bank accounts,
and members of the finance committee; and(e) have the members selected by the district in accordance with the procedures
established by the district.

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This annual statement and report shall include but not be limited to details of:(a) all sources of the district’s funds (RI, The Rotary Foundation, district and club);(b) all funds received by or on behalf of the district from fundraising activities;(c) grants received from The Rotary Foundation or funds of The Rotary Foundation
designated by the district for use;(d) all financial transactions of district committees;(e) all financial transactions of the governor by or on behalf of the district;(f) all expenditures of the district’s funds; and(g) all funds received by the governor from RI.
The annual statement and report shall be presented for discussion and adoption at the next
district meeting to which all clubs are entitled to send a representative and for which 30
days notice has been given that the statement and report of district finances will bepresented. If no such district meeting is held, the statement and report shall be presented
for discussion and adoption at the next district conference.
15.070. Qualifications of a Governor-nominee.
Unless specifically excused by the board, no person shall be selected as nominee forgovernor unless the Rotarian has the following qualifications at the time of selection.
15.070.1. Rotarian in Good Standing.
The Rotarian must be a member in good standing of a functioning club in the district.
15.070.2. Rotarian Maintaining Full Qualifications of Membership.
The Rotarian must have full qualifications for such membership in the strict applicationof the provisions therefor, and the integrity of the Rotarian’s classification must be
without question.
15.070.3. Rotarian’s Qualification as Past President of Club.
The Rotarian must have served as president of a club for a full term or be a charter
president of a club having served the full term from the date of charter to 30 June,
provided that this period is at least six months.
15.070.4. Rotarian’s Ability to Fulfill Duties of Governor.
The Rotarian must demonstrate willingness, commitment, and ability, physically andotherwise, to fulfill the duties and responsibilities of the office of governor as provided in
section 15.090.
15.070.5. Rotarian’s Certification of Qualifications.
The Rotarian must demonstrate knowledge of the qualifications, duties, andresponsibilities of governor as prescribed in the bylaws and submit to RI, through its
general secretary, a signed statement that the Rotarian understands clearly suchqualifications, duties, and responsibilities. Such statement shall also confirm that the
Rotarian is qualified for the office of governor and willing and able to assume the duties
and responsibilities of that office and to perform them faithfully.

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15.080. Qualifications of a Governor.
Unless specifically excused by the board, a governor at the time of taking office musthave attended the international assembly for its full duration, been a member of one ormore Rotary clubs for at least seven years, and must continue to possess thequalifications in section 15.070.
15.090. Duties of a Governor.
The governor is the officer of RI in the district, functioning under the general control andsupervision of the board. The governor is charged with the duty of furthering the Objectof Rotary by providing leadership and supervision of the clubs in the district. The
governor should work with district and club leaders to encourage participation in a
district leadership plan as may be developed by the board. The governor shall provide
inspiration and motivation to the clubs in the district. The governor shall also ensure
continuity within the district by working with past, current, and incoming district leaders
in fostering effective clubs. The governor shall be responsible for the following activities
in the district:(a) organizing new clubs;(b) strengthening existing clubs;(c) promoting membership growth by working with district leaders and club presidents
to establish realistic membership goals for each club in the district;(d) supporting The Rotary Foundation with respect to program participation andfinancial contributions;(e) promoting cordial relations among the clubs and between the clubs and RI;(f) planning for and presiding at the district conference and assisting the governorelect in the planning and preparation for the presidents-elect training seminar andthe district assembly;(g) providing for an official visit meeting individually or in multi-club meetings
conducted throughout the year to take place at a time that maximizes thegovernor’s presence for the purpose of:
1. focusing attention on important Rotary issues;
2. providing special attention to weak and struggling clubs;
3. motivating Rotarians to participate in service activities; and4. personally recognizing the outstanding contributions of Rotarians in the
district;(h) issuing a monthly letter to each club president and secretary in the district;(i) reporting promptly to RI as may be required by the president or the board;(j) supplying the governor-elect, as soon as possible following his or her election prior
to the international assembly, full information as to the condition of clubs withrecommended action for strengthening clubs;(k) assuring that district nominations and elections are conducted in accordance with
the RI constitution, these bylaws, and the established policies of RI;(l) inquiring on a regular basis about the activities of Rotarian organizations operatingin the district (Friendship Exchanges, intercountry committees, Global Networking
Groups, etc.);(m) transferring continuing district files to the governor-elect; and(n) performing such other duties as are inherent as the officer of RI.

55

15.100. Duties of a Governor in RIBI.
The duties of the governor in RIBI shall be performed in keeping with traditional
practices in that 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 such other duties as are inherent as theofficer of RI in the district.
15.110. Removal from Office.
The president may remove a governor from office for cause where a governor is not
performing the duties and responsibilities of the office as deemed sufficient by thepresident. In such cases, the president shall notify and advise the governor that said
officer has 30 days to show reason why the governor should not be removed from office.
The president may remove the governor from office at the end of the 30-day period
where the governor has failed to provide adequate reason, in the judgment of thepresident. A governor removed from office under this section shall not be considered to
be a past governor.
15.120. District Ballot-by-Mail.
All decisions and elections that the bylaws specify occur at a district conference orassembly may be made by the clubs of a district by a ballot-by-mail. Such ballot-by-mailshall follow as near as possible the procedures in section 13.040.
Article 16 Committees
16.010. Number and Term.
16.020. Membership.
16.030. Meetings.
16.040. Special Committees.
16.050. Term of Service.
16.060. Secretary of Committees.
16.070. Quorum.
16.080. Transaction of Business by Communication.
16.090. Authority.
16.100. Strategic Planning Committee.
16.110. Audit Committee.
16.120. Operations Review Committee.
16.010. Number and Term.
The board shall establish standing committees on communications, constitution andbylaws, conventions, districting, election review, finance, and Rotaract and Interact, as
well as such other committees as it from time to time may determine is in the bestinterests of RI. The numbers and terms of office for the standing committees shall be as
follows: (1) communications consist of six members, two of whom shall be appointed
each year for terms of three years; (2) constitution and bylaws consist of threemembers, one of whom shall be appointed each year for a term of three years, except in
the year of the council on legislation, when there shall be four members, with the most56

recent past member serving a fourth year on the committee; (3) conventions consist of
six members, one of whom shall be chairman of the host organization for the annual
convention; (4) districting consist of three members, one of whom shall be appointed
annually from the board for a term of three years; (5) election review consist of six
members, each of whom shall serve a term of three years, with two members appointed
each year; (6) finance consist of eight members, six of whom shall serve a term of three
years with two members appointed each year, and the RI treasurer and one member of theboard appointed by the board, each of whom shall serve a term of one year as a non-voting
member; and (7) Rotaract and Interact consist of six members, each of whom shallserve a term of three years, with two members appointed each year, plus a minimum of
three Rotaract members. The number of members on the committees and the terms ofmembership, except for the standing committees, shall be as determined by the board,subject to the provision of section 16.050. below. The board shall prescribe the duties
and authority of all committees and, except for the standing committees, provide forcontinuity of committee members from year to year.
16.020. Membership.
Except as otherwise provided in these bylaws, the president shall appoint the members of
the committees and any subcommittees thereof after consultation with the board. The
president shall also designate the chairman of each committee and subcommittee. The
president shall be an ex officio member of all RI committees.
16.030. Meetings.
Except as otherwise provided in these bylaws, committees and subcommittees shall meetat such times and places and upon such notice as may be determined by the president. A
majority of the membership shall constitute a quorum, and the act of a majority of themembers present at a meeting at which a quorum is present shall be the act of thecommittee or subcommittee.
16.040. Special Committees.
The provisions of sections 16.010. - 16.030. do not apply to any nominating committee or
any committee formed under sections 16.100. - 16.120.
16.050. Term of Service.
No person shall be eligible to serve on the same committee of RI for more than three
years except as may be otherwise provided in the bylaws. No person who has served on acommittee for three years shall be eligible for subsequent appointment to the samecommittee. The provisions of this section shall not apply to an ex officio member of any
committee or to members of ad hoc committees. Notwithstanding the foregoing, thepresident may appoint as chairman of a convention committee a Rotarian who has
previously served for two years as a member of a convention committee who has notpreviously served as chairman.
16.060. Secretary of Committees.

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The general secretary shall be the secretary of all committees, unless otherwise provided
for in the bylaws or by the board in establishing committees. The general secretary may
appoint another person to serve as secretary.
16.070. Quorum.
A majority of all the members of a committee shall constitute a quorum at any meeting ofsuch committee, unless otherwise provided for in the bylaws or by the board inestablishing committees.
16.080. Transaction of Business by Communication.
A committee may transact business by any appropriate means of communication undersuch rules of procedure as may be prescribed by the board unless otherwise provided in
the bylaws.
16.090. Authority.
The operations and activities of all committees shall be subject to the control andsupervision of the board pursuant to subsection 5.040.2. All committee actions anddecisions shall be subject to the approval of the board, except the decision of thenominating committee for president in its selection of a nominee for president. However,the board shall have jurisdiction over all actions and decisions that are in violation of theprovisions of sections 10.060. and 10.070.
16.100. Strategic Planning Committee.
The board shall appoint a strategic planning committee to be composed of six members,
four of whom shall serve a single term for a six-year period with two members appointed
every third year and two of whom shall be members of the board appointed annually. No
member of the committee shall be a past president or current trustee of The RotaryFoundation. Membership shall be selected so that qualifications provide a balance inmembership with Rotarians experienced in long-term planning, RI programs andactivities, and financial management. The committee shall meet once per year at suchtime and place and upon such notice as may be determined by the president, the board or
the chairman of the committee, and if deemed necessary by the president or the board,
additional times during the year at such times and places and upon such notice as may be
determined by the president or the board. The strategic planning committee shalldevelop, recommend and update a strategic plan for consideration by the board, survey
Rotarians and clubs not less than every three years in discharge of its duties to review andmake recommendations to the board pertaining to the strategic plan, review and counsel
the president-elect on the program for the upcoming year to determine whether suchprogram is consistent with the strategic plan, and undertake other duties assigned by theboard; it shall take into account studies of the change in the number of potential Rotarians
on each continent, including in countries that may open soon to expansion, in order topredict the impact of such change on the membership in each zone.
Interim Provision Relating to Section 16.100.
Amendments to section 16.100. adopted at the 2010 Council on Legislation pursuant tocouncil enactment 10-173 shall be implemented by the board in a manner it deems
appropriate.
5816.110. Audit Committee.
The board shall appoint an audit committee to be composed of seven members, each ofwhom shall be independent and financially literate. The members of the committee shall
include three current members of the board appointed annually by the board and two
current trustees of The Rotary Foundation appointed annually by the trustees. In
addition, the committee shall include two members appointed by the board who shall beneither members of the board nor trustees of The Rotary Foundation, and who shall serve
single terms of six years with one member appointed every third year. The audit
committee shall review and report to the board as appropriate on RI and RotaryFoundation financial reports, the external audit, the system of internal control, internal
audit, and other matters connected therewith. The committee shall meet up to three times
per year at such times and places and upon such notice as may be determined by thepresident, the board, or the chairman of the committee, and, if deemed necessary by thepresident or the chairman of the committee, additional times during the year at such times
and places and upon such notice as may be determined by the president or the chairmanof the committee. The chairman of the operations review committee or the chairman’s
designee shall serve as a liaison to the committee. The committee, which shall act only inan advisory capacity to the board and trustees, shall function under such terms ofreference not in conflict with the provisions of this section, as may be prescribed by theboard and trustees.
Interim Provision Relating to Section 16.110.
Amendments to section 16.110. adopted at the 2010 Council on Legislation pursuant tocouncil enactment 10-172 shall be implemented by the board in a manner it deems
appropriate.
16.120. Operations Review Committee.
The board shall appoint an operations review committee to be composed of six members,
each of whom shall serve a single term not exceeding six years with two members
appointed every other year as appropriate to maintain a committee of six members. No
member of the committee shall be a past president or current member of the board or The
Rotary Foundation trustees. Membership shall be selected so that qualifications provide
a balance in membership with Rotarians experienced in management, leadershipdevelopment, or financial management. The committee shall meet up to three times per
year at such times and places and upon such notice as may be determined by thepresident, the board, or the chairman of the committee and, if deemed necessary by thepresident or the board, additional times during the year at such times and places and uponsuch notice as may be determined by the president or the board. The operations review
committee may review all financial matters, including but not limited to RI financial
reports, the external audit, the system of internal accounting control, internal audit, andshall review the effectiveness and efficiency of operations, administrative procedures,standards of conduct, and other operational and financial matters as necessary. The
committee, which shall act only in an advisory capacity to the board, shall function undersuch terms of reference not in conflict with the provisions of this section, as may beprescribed by the board. The operations review committee shall report directly to the fullboard.
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Article 17 Fiscal Matters17.010. Fiscal Year.
17.020. Club Reports.
17.030. Dues.
17.040. Date of Payment.
17.050. Budget.
17.060. Five-Year Financial Forecast.
17.070. Audit.
17.080. Report.
17.090. Travel.
17.010. Fiscal Year.
The fiscal year of RI shall begin on 1 July and end on 30 June.
17.020. Club Reports.
Each club shall certify to the board the number of its members on 1 July and on 1 January
in each year. This certificate shall be signed by the club president and secretary and shallbe transmitted to the general secretary.
17.030. Dues.
17.030.1. Per Capita Dues.
Each club shall pay to RI per capita dues for each of its members as follows: US$25.00
per half year in 2010-2011, US$25.50 per half year in 2011-2012, US$26.00 per half year
in 2012-2013, and US$26.50 per half year in 2013-2014 and thereafter; provided thateach club shall pay semiannually to RI a minimum of US$250.00 in 2010-2011,
US$255.00 in 2011-2012, US$260.00 in 2012-2013, and US$265.00 in 2013-2014 andthereafter. Such dues shall remain constant until changed by the council on legislation.
17.030.2. Additional Dues.
Each club shall pay each year to RI for each of its members additional per capita dues of
US$1.00 or such other amount, as determined by the board, sufficient to pay for the
projected expenses of the next scheduled council on legislation. If a club has fewer thanten members, it shall pay additional per capita dues of an amount equal to the amount it
would have paid if it had ten members. In the event an extraordinary meeting of thecouncil is convened, additional per capita dues to pay for its expenses shall be paid assoon as practicable following the meeting. Such additional dues shall be held as aseparate fund restricted to provide for the expenses of representatives in attending thecouncil, as well as other administrative expenses of the council, in a manner to be
determined by the board. The board shall furnish the clubs an accounting of receipts andexpenditures.
17.030.3. Return of Dues.
The board may return to any club such portion of said dues as the board deems just.

6017.030.4. Dues Payable by RIBI.
Each club in RIBI shall pay its per capita dues to RI as provided in subsection 17.030.1.,
through RIBI, acting on behalf of RI. The amount of the total per capita dues paid to RI
each half year in accordance with the provisions of subsection 17.030.1., by clubs in RIBI
to be retained by RI, shall be no less than one-half of the portion of the expenses of RI
expended annually on behalf of the clubs in RIBI. The balance of the per capita dues
paid by such clubs shall be allocated to and retained by RIBI.
17.030.5. Percentage Retained by RI.
The amount of the per capita dues paid each half year as provided in subsection
17.030.4., by the clubs in RIBI to be retained by RI, shall be determined annually by theboard and shall be applicable to per capita dues payable by the clubs in the next
succeeding year. Such determination by the board shall be made on the basis of theamount of RI expenditures in the year immediately preceding that in which thedetermination is made, on behalf of the clubs in RIBI, including their proportionate shareof the general administration expenses of RI in furthering the program of Rotaryworldwide. To the amount so determined shall be added US$1.25 each half year in 20102011, US$1.50 each half year in 2011-2012, US$1.75 each half year in 2012-2013, andUS$2.00 each half year in 2013-2014 and thereafter as a contribution to the unrestricted
net assets of RI. This additional amount shall be subject to review no less often thanevery six years to ascertain whether such amount should be increased, remain the same,or be reduced, taking into account experience in the immediately preceding year, thecurrent situation, and circumstances in the foreseeable future.
17.030.6. Adjustment of Payments Due.
The board may adjust the payments due from the clubs in any country where the currencyof such country is devalued to an extent that the clubs therein are required to pay an
excessive amount of their own currency to meet their obligations to RI.
17.040. Date of Payment.
17.040.1. Due Date of Per Capita Dues.
Per capita dues shall be due and payable pursuant to subsection 17.030.1. on 1 July and 1
January of each year. Dues payable pursuant to subsection 17.030.2. shall be due andpayable on 1 July.
17.040.2. Prorated Dues.
For each member who is elected into membership of a club, the club shall pay per capita
dues in prorated amounts until the beginning of the next semiannual period for which dues
are payable. The amount payable for each full month of membership shall be one-twelfthof the per capita dues. However, no prorated per capita dues shall be payable by a club fora transferring member or former member of another club, as described in section 4.030.
The prorated per capita dues are due and payable on 1 July and 1 January. Such dues shallbe changed only by the council on legislation.
17.040.3. Currency.

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Dues shall be payable to RI in US currency; however, where it is impossible or
impractical for a club to pay its dues in US currency, the board may authorize payment inother currency. The board also may grant an extension of time for payment of dues when
emergency conditions make such action advisable.
17.040.4. New Clubs.
No club shall be liable for payment of dues until the semiannual period following its dateof admission.
17.050. Budget.
17.050.1. Adoption by Board.
Each year the board shall adopt a budget for RI for the succeeding fiscal year. Budgeted
anticipated total expenses shall not exceed total anticipated revenue.
17.050.2. Revision of Budget.
Such budget may be revised by the board at any time, provided that anticipated total
expenses shall not exceed total anticipated revenue.
17.050.3. Budgeted Expenditures.
No expenditure of RI funds shall be made unless such expenditure is within the budget
approved by the board. The general secretary shall have the duty and authority to enforce
compliance with this subsection.
17.050.4. Expenditures in Excess of Anticipated Revenue; Emergency and Unforeseen
Circumstances.
The board, by a three-quarters vote of all directors, may authorize the expenditure ofamounts in excess of anticipated revenues, but only in emergency and unforeseen
circumstances, provided that the board shall not incur any expenditure which will resultin indebtedness which exceeds the net assets of RI. Full details of the excess expenditureand the circumstances leading thereto shall be reported by the president to all officers of
RI within 60 days and to the next convention.
17.050.5. Publication of the Yearly Budget of RI.
The budget of RI as adopted according to the provisions of subsection 17.050.1. shall be
published in a form to be decided upon by the board and brought to the knowledge of all
Rotary clubs not later than 30 September of each Rotary year.
17.050.6. Expenditures in Excess of Anticipated Revenue; General Surplus Fund.
Notwithstanding the provisions of section 17.050.4., if at any time the general surplus
fund is greater than 85 percent of the highest level of annual expenses during the mostrecent three-year period, excluding the self-financing expenditures on the annual
convention and the council on legislation, the board, by a three-quarters vote, may
authorize the expenditure of amounts in excess of anticipated revenues, provided,
however, that such expenditure would not cause the general surplus fund to decrease
below 100 percent of such 85 percent level. Full details of the excess expenditure and the62circumstances leading thereto shall be reported by the president to all officers of RI
within 60 days and to the next convention.
17.060. Five-Year Financial Forecast.
17.060.1. Annual Review of Five-Year Forecast.
The board shall consider a five-year financial forecast on an annual basis. Such forecast
shall describe the development of total revenues and total expenses of RI. The forecast
shall also describe the development of assets, liabilities, and fund balances of RI.
17.060.2. Presentation of Five-Year Forecast at the Council on Legislation.
The five-year financial forecast shall be presented by the board to the council as financial
background to any pending legislation of a financial nature.
17.060.3. Year of Forecast Coincides with Council on Legislation.
The first year of the five-year financial forecast shall coincide with the year during which
the council convenes.
17.060.4. Presentation of Five-Year Forecast at Rotary Institutes.
The five-year forecast shall be presented by a director or other representative of the board
to each Rotary institute for discussion.
17.070. Audit.
The board shall provide for an audit of RI on at least an annual basis. Such audit shall be
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 generalsecretary shall submit books and vouchers for audit whenever required by the board.
17.080. Report.
The general secretary shall publish the audited annual report of RI no later than the end of
December following the fiscal year end. Such report shall, by individual office, clearlyshow all reimbursed expenses paid to, and all payments made on behalf of, the president,
president-elect, president-nominee and each of the directors. In addition such report shallclearly show all reimbursed expenses paid to, and all payments made on behalf of, theoffice of the president. The report shall further contain the expenditures of the board, theannual convention, and each major division of the administration and the operations of
the secretariat, and be accompanied by a statement comparing each of these items withthe budget adopted in accordance with subsection 17.050.1. and, if necessary, as revisedin accordance with subsection 17.050.2. The report shall contain full details of any
expenditures that vary from the approved budget by more than 10 percent in eachcategory. The report shall be distributed to each current and past officer of RI and shallbe made available to any club upon request. The report for the year immediately
preceding a council shall be mailed by the general secretary to all members of that
council at least 30 days prior to the opening of that council.
17.090. Travel.

63

All persons traveling at the cost of RI or The Rotary Foundation without regard to theiroffice (past or present), or purpose of travel, (but with the exception of the pastpresidents, president, president-elect, directors, chair of the trustees and trustees of The
Rotary Foundation and the general secretary and their partners), shall be ticketed, or
reimbursed, at any available economy fare which will serve the RI or The RotaryFoundation purposes of the journey. Any itinerary variation made to suit personal needs
shall be at the cost of the traveler. The president, president-elect, chair of the trustees of
The Rotary Foundation and the general secretary and their partners, shall, during theirterm of office, travel in the highest available of business class or first class and thereafter
shall travel in the highest available of business class or economy class. Serving directors
or trustees shall, during their term of office, travel the lowest available of business classor first class.
Article 18 Name and Emblem
18.010. Preservation of RI’s Intellectual Property.
18.020. Restrictions on the Use of RI’s Intellectual Property.
18.010. Preservation of RI’s Intellectual Property.
The board shall maintain and preserve an emblem, badge, and other insignia of RI for the
exclusive use and benefit of all Rotarians.
18.020. Restrictions on the Use of RI’s Intellectual Property.
Neither the name, emblem, badge, or other insignia of RI nor of any club shall be used byany club or by any member of a club as a trademark, special brand of merchandise, or for
any commercial purpose. The use of such name, emblem, badge, or other insignia in
combination with any other name or emblem is not recognized by RI.
Article 19 Other Meetings
19.010. International Assembly.
19.020. Rotary Institutes.
19.030. Regional Conferences of RI.
19.040. Council of Past Presidents.
19.050. Meetings Procedure.
19.010. International Assembly.
19.010.1. Purpose.
An international assembly shall be held annually. The purpose of such assembly shall beto provide Rotary education, instruction in administrative duties, motivation, andinspiration to governors-elect, and to afford all present an opportunity to discuss, plan,and implement Rotary’s programs and activities during the succeeding year.
19.010.2. Time and Place.
The board shall determine the time and place of the international assembly. The
president-elect shall be responsible for its program and shall be the chairman of any
committee appointed to supervise assembly arrangements. The assembly shall be held64

prior to 15 February. The board shall make every effort to ensure that no Rotarian will be
excluded solely on the basis of national citizenship when selecting a site for aninternational assembly.
19.010.3. Participants.
The participants authorized to attend the international assembly include: the president, thedirectors, the president-nominee, the directors-elect, the directors-nominee, the generalsecretary, the governors-elect, the officers-nominee of RIBI, the chairmen of thecommittees of RI, and such other persons as the board may designate.
19.010.4. Special or Sectional Assemblies.
The board may arrange for two or more such special assemblies or sectional assemblies
to meet an emergency or special condition.
19.020. Rotary Institutes.
The president may authorize the convening of annual informational meetings, known asRotary institutes, to be attended by past, present and incoming officers of RI, and otherRotarians and guests invited by the convener. A Rotary institute may be organized for
RI, a zone, a section of a zone or a grouping of zones.
19.030. Regional Conferences of RI.
Regional conferences of members of clubs may be called by the board. The board shalldesignate the clubs to participate in a regional conference. The board shall also prescribe
how such conferences shall be called, their organization and conduct, rules of procedure,
and all other details.
19.030.1. Site.
No conference or institute organized by RI shall be held unless the board has written
assurance through the government or other appropriate authority in the host country thataccess to the proposed site is available to all Rotarians, irrespective of citizenship, race,or religion.
19.030.2. Purpose.
The purposes of regional conferences are to develop and promote acquaintance andunderstanding, provide a forum for the exchange of ideas, and discussion of such topics
as fall within the Object of Rotary.
19.030.3. Resolutions to the Board.
Regional conferences may adopt resolutions as recommendations to the board consistent
with the purposes of Rotary.
19.040. Council of Past Presidents.
19.040.1. How Constituted.
There shall be a council of past presidents which shall be a standing council composed ofpast presidents holding membership in a club. The president shall be ex officio a member65

of the council of past presidents with the privilege of attending its meetings and taking
part in its deliberations, but shall have no vote in the proceedings thereof.
19.040.2. Officers.
The penultimate past president shall serve as chairman of the council of past presidents.
The member of the council who is the immediate past president shall serve as vicechairman of the council. The general secretary shall be the secretary of the council ofpast presidents but shall not be a member thereof.
19.040.3. Duties.
The council of past presidents shall consider, through correspondence, matters referredby the president or board and may give advice and recommendations to the board
thereon. The council shall also, upon request of the board, act as mediators in matters
involving clubs, districts and officers.
19.040.4. Meetings.
The president or the board may call a meeting of the council of past presidents whereconcerted consideration and recommendation of the council is required. Such meetingshall have an agenda which shall include topics referred by the president or the board.
The chairman of the council shall make a report to the board subsequent to each meeting.
Such report shall receive no publicity unless it is released in whole or in part for that
purpose by the board.
19.040.4.1. Meeting at Convention and International Assembly.
The council of past presidents shall meet at the annual convention and/or international
assembly.
19.050. Meetings Procedure.
The chairman of each Rotary meeting, assembly, conference, or convention shall decide
all matters of procedure not specifically covered by the constitution, bylaws, or special
rules of procedure adopted by RI. Such matters of procedure shall take into consideration
basic fairness, subject to the right of appeal to such assembly.
Article 20 Official Magazine
20.010. Authority for Publishing Official Magazine.
20.020. Subscription Prices.
20.030. Subscription to Magazines.
20.010. Authority for Publishing Official Magazine.
The board shall be responsible for publishing an official magazine of RI. The official
magazine shall be published in as many editions as the board shall authorize, the basic
edition being published in English and being known as THE ROTARIAN. The purpose of
the official magazine shall be to serve as a medium to assist the board in furthering the
purposes of RI and the Object of Rotary.
20.020. Subscription Prices.

66

20.020.1. Price.
The board shall determine the subscription price of all editions of the official magazine.
20.020.2. Required Subscription.
Each member of a club in the United States and Canada shall become a paid subscriber tothe official magazine for the duration of such membership. Two Rotarians residing at thesame address have the option to subscribe jointly to the official magazine. Suchsubscription shall be collected by the club from its members and forwarded to RI on
behalf of the member. Each member shall have the option to choose to receive either aprinted copy by mail or an electronic copy via the internet.
20.020.3. Magazine Income.
The income generated by the magazine in a year shall not be used during that year for
purposes other than its publication and improvement. Any excess income overexpenditure shall be transferred to the general fund surplus of RI at the end of the year,
unless otherwise provided by the board.
20.030. Subscription to Magazines.
20.030.1. Required Subscription.
Each member of a club not located in the United States or Canada and each member of an
e-club shall become a paid subscriber to the official magazine of RI or to a Rotary
magazine approved and prescribed for that club by the board. Two Rotarians residing at
the same address have the option to subscribe jointly to the official magazine. The
members shall maintain such subscriptions for the duration of their membership.
20.030.2. Exceptions to Subscription Requirement.
A club may be excused by the board from complying with the provisions of this section if
its members are not literate in any of the languages of the official magazine or the Rotary
magazine approved by the board for such club.
Article 21 Rotary Worldwide Web
The board is responsible for opening and maintaining an RI site on the worldwide web.
This web site shall be called the Rotary Worldwide Web site and opened in several
languages approved by the board. The basic web site shall be opened in English andcalled the Rotary Worldwide Web site. The purpose of this web site is to help the board
advance the purpose of RI and the Object of Rotary. RI, districts and clubs are urged tomaintain web sites in appropriate languages, which include, where feasible, a link to the
Rotary Worldwide Web site.
Article 22 The Rotary Foundation
22.010. Purpose of The Foundation.
22.020. Trustees.
22.030. Terms of Trustees.
22.040. Compensation of Trustees.

6722.050. Expenditures of Trustees.
22.060. Report of Trustees.
22.010. Purpose of The Foundation.
The Rotary Foundation of RI shall be operated exclusively for charitable and educational
purposes by the trustees of The Rotary Foundation in accordance with the Foundation’s
articles of incorporation and bylaws. The articles of incorporation and bylaws can only
be amended by the trustees with the consent of the board.
22.020. Trustees.
There shall be 15 trustees, each nominated by the president-elect and elected by the board
in the year prior to taking office. Four of the trustees shall be past presidents of RI. All
trustees shall satisfy the qualifications listed in the Foundation’s bylaws.
22.030. Terms of Trustees.
The terms of the trustees shall be four years. Trustees may be reappointed.
22.040. Compensation of Trustees.
All trustees shall serve without compensation.
22.050. Expenditures of Trustees.
The trustees shall make expenditures from the property of the Foundation only with theapproval of the board, except for the following two types of expenditures, which require
only the approval of the trustees: (1) the necessary expenses of administration of theFoundation, and (2) expenditures of the income or principal of gifts to the Foundation
which are prescribed by the terms of the gift or bequest.
22.060. Report of Trustees.
The trustees shall report no less than annually to RI on the programs and finances of theFoundation. The annual report of the Foundation shall, by individual office, clearly show
all reimbursed expenses paid to, and all payments made on behalf of each of the trustees.
Article 23 Indemnification
The board may establish and implement policies for indemnification of directors,
officers, employees, and agents of RI.
Article 24 Arbitration and Mediation
24.010. Disputes.
24.020. Date for Mediation or Arbitration.
24.030. Mediation.
24.040. Arbitration.
24.050. Decision of Arbitrators or Umpire.
24.060. Costs of Mediation or Arbitration.
24.010. Disputes.
Should any dispute other than as to a decision of the board arise between any current orformer member(s) of a Rotary club and a Rotary district, RI or an RI officer, on any
68account whatsoever which cannot be settled amicably, the dispute shall, upon a request to
the general secretary by any of the disputants, be resolved by mediation or, if mediationis refused by one or more parties, be settled by arbitration. Such a request for mediationor arbitration should take place within sixty (60) days of the occurrence of the dispute.
24.020. Date for Mediation or Arbitration.
In the event of mediation or arbitration, the board shall set a date for the mediation or
arbitration, in consultation with disputants, to be held within ninety (90) days after thereceipt of the request for mediation or arbitration.
24.030. Mediation.
The procedure for such mediation shall be set by the board. Either of the disputants may
request the general secretary, or someone appointed by the general secretary for thispurpose, to appoint a mediator who is a member of a Rotary club, other than that of the
disputing parties, and who has appropriate mediation skills and experience.
24.030.1. Mediation Outcomes.
The outcomes or decisions agreed between the parties as a result of mediation shall berecorded and copies held by each party, the mediator(s), and one copy given to the board
to be held by the general secretary. A summary statement of outcomes acceptable to theparties involved shall be prepared for the information of both parties. Either party
through the general secretary may call for further mediation, if either party has retracted
significantly from the mediated position.
24.030.2. Unsuccessful Mediation.
If mediation is requested but is unsuccessful, any disputant may request arbitration asprovided in section 24.040. of this article.
24.040. Arbitration.
In the event of a request for arbitration, each party shall appoint an arbitrator and thearbitrators shall appoint an umpire. Only a member of a Rotary club, other than that ofthe disputants, may be appointed as umpire or arbitrator.
24.050. Decision of Arbitrators or Umpire.
If arbitration is requested, the decision by the arbitrators or, if they disagree, by theumpire shall be final and binding on all parties and shall not be subject to appeal.
24.060. Costs of Mediation or Arbitration.
The costs of the conflict resolution, whether by mediation or arbitration, should be borneon an equal basis by the disputants, unless otherwise decided by the mediator or umpireof the arbitration.
Article 25 Amendments
The bylaws may be amended only by a majority vote of those present and voting at thecouncil on legislation, except as provided for an extraordinary meeting of the council on
legislation in section 7.060.

69

*

Constitution of the Rotary Club of______________________________

Article 1 Definitions
As used in this constitution, unless the context otherwise clearly requires, the words inthis article shall have the following meanings:
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A member of this club’s Board of Directors.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Year: The twelve-month period which begins on 1 July.
Article 2 Name (select one)
The name of this organization shall be Rotary Club of __________________________________________________________________________________________________(Member of Rotary International)or
The name of this organization shall be Rotary E-Club of ________________________________________________________________________________________________(Member of Rotary International)
Article 3 Locality of the Club (select one)The locality of this club is as follows: _______________________________________________________________________________________________________________________________________________________________________________________or
The locality of this e-club is (worldwide) ________________ and can be found on theWorldwide Web at: www. __________________________________________________________________________________________________________________________
Article 4 Object
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy
enterprise and, in particular, to encourage and foster:First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of theworthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as
an opportunity to serve society;*

The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt thisprescribed standard club constitution.

1

Third. The application of the ideal of service in each Rotarian’s personal, business, andcommunity life;
Fourth. The advancement of international understanding, goodwill, and peace through aworld fellowship of business and professional persons united in the ideal of service.
Article 5 Five Avenues of Service
Rotary’s Five Avenues of Service are the philosophical and practical framework for thework of this Rotary club.
1. Club Service, the first Avenue of Service, involves action a member should takewithin this club to help it function successfully.
2. Vocational Service, the second Avenue of Service, has the purpose of promoting highethical standards in businesses and professions, recognizing the worthiness of alldignified occupations, and fostering the ideal of service in the pursuit of all vocations.
The role of members includes conducting themselves and their businesses in accordancewith Rotary’s principles.
3. Community Service, the third Avenue of Service, comprises varied efforts thatmembers make, sometimes in conjunction with others, to improve the quality of life of
those who live within this club’s locality or municipality.
4. International Service, the fourth Avenue of Service, comprises those activities thatmembers do to advance international understanding, goodwill, and peace by fostering
acquaintance with people of other countries, their cultures, customs, accomplishments,
aspirations, and problems, through reading and correspondence and through cooperationin all club activities and projects designed to help people in other lands.
5. New Generations Service, the fifth Avenue of Service, recognizes the positive change
implemented by youth and young adults through leadership development activities,
involvement in community and international service projects, and exchange programs
that enrich and foster world peace and cultural understanding.
(Select one Article 6)
Article 6 Meetings
Section 1 — Regular Meetings.
(a) Day and Time. This club shall hold a regular meeting once each week on the day
and at the time provided in the bylaws.
(b) Change of Meeting. For good cause, the board may change a regular meeting toany day during the period commencing with the day following the preceding
regular meeting and ending with the day preceding the next regular meeting, or to adifferent hour of the regular day, or to a different place.
(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday,
including a commonly recognized holiday, or in case of the death of a clubmember, or of an epidemic or of a disaster affecting the whole community, or of anarmed conflict in the community which endangers the lives of the club members.
2

The board may cancel not more than four regular meetings in a year for causes nototherwise specified herein provided that this club does not fail to meet for morethan three consecutive meetings.
Section 2 — Annual Meeting. An annual meeting for the election of officers shall be held
not later than 31 December as provided in the bylaws.
orArticle 6 Meetings (for e-Clubs)
Section 1 — Regular Meetings.
(a) Day. This club shall hold a regular meeting once each week by posting aninteractive activity on the club’s Web site on the day provided in the bylaws. The
meeting shall be considered as held on the day that the interactive activity is to beposted on the Web site.
(b) Change of Meeting. For good cause, the board may change a regular meeting toany day during the period commencing with the day following the preceding
regular meeting and ending with the day preceding the next regular meeting.
(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday,
including a commonly recognized holiday, or in case of the death of a clubmember, or of an epidemic or of a disaster affecting the whole community, or of anarmed conflict in the community which endangers the lives of the club members.
The board may cancel not more than four regular meetings in a year for causes nototherwise specified herein provided that this club does not fail to meet for morethan three consecutive meetings.
Section 2 — Annual Meeting. An annual meeting for the election of officers shall be held
not later than 31 December as provided in the bylaws.
Article 7 Membership
Section 1 — General Qualifications. This club shall be composed of adult persons ofgood character and good business, professional and/or community reputation.
Section 2 — Kinds. This club shall have two kinds of membership, namely: active andhonorary.
Section 3 — Active Membership. A person possessing the qualifications set forth inarticle 5, section 2 of the RI constitution may be elected to active membership in thisclub.
Section 4 — Transferring or Former Rotarian.
(a) Potential Members. A member may propose to active membership a transferring
member or former member of a club, if the proposed member is terminating or has
terminated such membership in the former club due to no longer being engaged in
the formerly assigned classification of business or profession within the locality of
the former club or the surrounding area. The transferring or former member of aclub being proposed to active membership under this section may also be proposedby the former club. The classification of a transferring or former member of a clubshall not preclude election to active membership even if the election results in clubmembership temporarily exceeding the classification limits. Potential members of
this club who are current or former members of another club who have debts to theother club are ineligible for membership in this club. This club may demand that a3potential member present written proof that no money is owed to the other club.
The admission of a transferring or former Rotarian as an active member pursuant
to this section shall be contingent upon receiving a certificate from the board of theprevious club confirming the prospective member’s prior membership in that club.
(b) Current or Former Members. This club shall provide a statement whether money is
owed to this club when requested by another club with respect to a current orformer member of this club being considered for membership in the other club.
Section 5 — Dual Membership. No person shall simultaneously hold active membershipin this and another club. No person shall simultaneously be a member and an honorary
member in this club. No person shall simultaneously hold active membership in thisclub and membership in a Rotaract club.
Section 6 — Honorary Membership.
(a) Eligibility for Honorary Membership. Persons who have distinguished themselvesby meritorious service in the furtherance of Rotary ideals and those persons
considered friends of Rotary for their permanent support of Rotary’s cause may beelected to honorary membership in this club. The term of such membership shallbe as determined by the board. Persons may hold honorary membership in morethan one club.
(b) Rights and Privileges. Honorary members shall be exempt from the payment ofadmission fees and dues, shall have no vote, and shall not be eligible to hold any
office in this club. Such members shall not hold classifications, but shall beentitled to attend all meetings and enjoy all the other privileges of this club. No
honorary member of this club is entitled to any rights and privileges in any otherclub, except for the right to visit other clubs without being the guest of a Rotarian.
Section 7 — Holders of Public Office. Persons elected or appointed to public office for a
specified time shall not be eligible to active membership in this club under theclassification of such office. This restriction shall not apply to persons holding
positions or offices in schools, colleges, or other institutions of learning or to persons
who are elected or appointed to the judiciary. Members who are elected or appointed to
public office for a specified period may continue as such members in their existingclassifications during the period in which they hold such office.
Section 8 — Rotary International Employment. This club may retain in its membershipany member employed by RI.
Article 8 Classifications
Section 1 — General Provisions.
(a) Principal Activity. Each member shall be classified in accordance with themember’s business, profession, or type of community service. The classification
shall be that which describes the principal and recognized activity of the firm,company, or institution with which the member is connected or that which
describes the member’s principal and recognized business or professional activityor that which describes the nature of the member’s community service activity.
(b) Correction or Adjustment. If the circumstances warrant, the board may correct oradjust the classification of any member. Notice of a proposed correction or
adjustment shall be provided to the member and the member shall be allowed ahearing thereon.

4Section 2 — Limitations. This club shall not elect a person to active membership from aclassification if the club already has five or more members from that classification,
unless the club has more than 50 members, in which case, the club may elect a person toactive membership in a classification so long as it will not result in the classification
making up more than 10 percent of the club’s active membership. Members who are
retired shall not be included in the total number of members in a classification. The
classification of a transferring or former member of a club, or a Rotary Foundation
alumnus as defined by the board of directors of RI, shall not preclude election to active
membership even if the election results in club membership temporarily exceeding theabove limitations. If a member changes classification, the club may continue themember’s membership under the new classification notwithstanding these limitations.
Article 9 Attendance(Select one introductory paragraph to Section 1)
Section 1 — General Provisions. Each member should attend this club’s regularmeetings. A member shall be counted as attending a regular meeting if the member ispresent for at least 60 percent of the meeting, or is present and is called away
unexpectedly and subsequently produces evidence to the satisfaction of the board thatsuch action was reasonable, or makes up for an absence in any of the following ways:
orSection 1 (for e-Clubs) — General Provisions. Each member should attend thisclub’s regular meetings. A member shall be counted as attending a regular meeting if
the member participates in the regular meeting posted on the club’s Web site within one
week following its posting, or makes up a missed meeting in any of the following ways:(a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after
the regular time for that meeting, the member(1) attends at least 60 percent of the regular meeting of another club or of aprovisional club; or(2) attends a regular meeting of a Rotaract or Interact club, Rotary Community
Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club,
Rotary Community Corps, or Rotary Fellowship; or(3) attends a convention of RI, a council on legislation, an international assembly,a Rotary institute for past and present officers of RI, a Rotary institute for
past, present, and incoming officers of RI, or any other meeting convened
with the approval of the board of directors of RI or the president of RI acting
on behalf of the board of directors of RI, a Rotary multizone conference, ameeting of a committee of RI, a Rotary district conference, a Rotary district
assembly, any district meeting held by direction of the board of directors of
RI, any district committee meeting held by direction of the district governor,
or a regularly announced intercity meeting of Rotary clubs; or5

(4) is present at the usual time and place of a regular meeting of another club forthe purpose of attending such meeting, but that club is not meeting at that timeor place; or(5) attends and participates in a club service project or a club-sponsoredcommunity event or meeting authorized by the board; or(6) attends a board meeting or, if authorized by the board, a meeting of a service
committee to which the member is assigned; or(7) participates through a club web site in an interactive activity requiring an
average of 30 minutes of participation.
When a member is outside the member’s country of residence for more than fourteen(14) days, the time restriction shall not be imposed so that the member may attend
meetings in another country at any time during the travel period, and each suchattendance shall count as a valid make-up for any regular meeting missed during themember’s time abroad.
(b) At the Time of the Meeting. If, at the time of the meeting, the member is(1) traveling with reasonable directness to or from one of the meetings specified
in sub-subsection (a) (3) of this section; or(2) serving as an officer or member of a committee of RI, or a trustee of The
Rotary Foundation; or(3) serving as the special representative of the district governor in the formationof a new club; or(4) on Rotary business in the employ of RI; or(5) directly and actively engaged in a district-sponsored or RI- or RotaryFoundation-sponsored service project in a remote area where making up
attendance is impossible; or(6) engaged in Rotary business duly authorized by the board which precludes
attendance at the meeting.
Section 2 — Extended Absence on Outposted Assignment. If a member will be working
on an outposted assignment for an extended period of time, attendance at the meetingsof a designated club at the site of the assignment will replace attendance at the regularmeetings of the member’s club, provided there is a mutual agreement between the two
clubs.
Section 3 — Excused Absences. A member’s absence shall be excused if(a) the absence complies with the conditions and under circumstances approved by theboard. The board may excuse a member’s absence for reasons which it considers
to be good and sufficient. Such excused absences shall not extend for longer thantwelve months.
(b) the age of the member is 65 and above and the aggregate of the member’s years ofage and years of membership in one or more clubs is 85 years or more and themember has notified the club secretary in writing of the member’s desire to be
excused from attendance and the board has approved.
Section 4 — RI Officers’ Absences. A member’s absence shall be excused if the member
is a current officer of RI.
Section 5 — Attendance Records. In the event that a member whose absences are excusedunder the provisions of subsection 3(b) or section 4 of this article attends a club6

meeting, the member and the member’s attendance shall be included in the membershipand attendance figures used to compute this club’s attendance.
Article 10 Directors and Officers
Section 1 — Governing Body. The governing body of this club shall be the board
constituted as the bylaws may provide.
Section 2 — Authority. The board shall have general control over all officers andcommittees and, for good cause, may declare any office vacant.
Section 3 — Board Action Final. The decision of the board in all club matters is final,
subject only to an appeal to the club. However, as to a decision to terminate
membership, a member, pursuant to article 12, section 6, may appeal to the club,
request mediation, or request arbitration. If appealed, a decision of the board shall bereversed only by a two-thirds vote of the members present, at a regular meeting
specified by the board, provided a quorum is present and notice of the appeal has been
given by the secretary to each member at least five (5) days prior to the meeting. If an
appeal is taken, the action taken by the club shall be final.
Section 4 — Officers. The club officers shall be a president, the immediate past president,a president-elect, and one or more vice-presidents, all of whom shall be members of theboard, and a secretary, a treasurer, and a sergeant-at-arms, who may or may not bemembers of the board as the bylaws shall provide.
Section 5 — Election of Officers.
(a) Terms of Officers other than President. Each officer shall be elected as provided in
the bylaws. Except for the president, each officer shall take office on 1 July
immediately following election and shall serve for the term of office or until a
successor has been duly elected and qualified.
(b) Term of President. The president shall be elected as provided in the bylaws, notmore than two (2) years but not less than eighteen (18) months prior to the day oftaking office and shall serve as president-nominee upon election. The nominee
shall take the title of president-elect on 1 July in the year prior to taking office aspresident. The president shall take office on 1 July and shall serve a period of one(1) year or until a successor has been duly elected and qualified.
(c) Qualifications. Each officer and director shall be a member in good standing of
this club. The president-elect shall attend the district presidents-elect training
seminar and the district assembly unless excused by the governor-elect. If so
excused, the president-elect shall send a designated club representative who shallreport back to the president-elect. If the president-elect does not attend thepresidents-elect training seminar and the district assembly and has not been
excused by the governor-elect or, if so excused, does not send a designated club
representative to such meetings, the president-elect shall not be able to serve as
club president. In such event, the current president shall continue to serve until a
successor who has attended a presidents-elect training seminar and district
assembly or training deemed sufficient by the governor-elect has been duly
elected.
Article 11 Admission Fees and Dues

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Every member shall pay an admission fee and annual dues as prescribed in the bylaws,
except that any transferring or former member of another club who is accepted into
membership of this club pursuant to article 7, section 4(a) shall not be required to pay asecond admission fee. A Rotaractor who ceased to be a member of Rotaract within thepreceding two years, who is accepted into membership of this club, shall not be required
to pay an admission fee.
Article 12 Duration of Membership
Section 1 — Period. Membership shall continue during the existence of this club unlessterminated as hereinafter provided.
Section 2 — Automatic Termination.
(a) Membership Qualifications. Membership shall automatically terminate when amember no longer meets the membership qualifications, except that(1) the board may grant a member moving from the locality of this club or thesurrounding area a special leave of absence not to exceed one (1) year toenable the member to visit and become known to a Rotary club in the newcommunity if the member continues to meet all conditions of clubmembership;(2) the board may allow a member moving from the locality of this club or thesurrounding area to retain membership if the member continues to meet allconditions of club membership.
(b) How to Rejoin. When the membership of a member has terminated as provided insubsection (a) of this section, such person, provided such person’s membership
was in good standing at the time of termination, may make new application formembership, under the same or another classification. A second admission fee
shall not be required.
(c) Termination of Honorary Membership. Honorary membership shall automaticallyterminate at the end of the term for such membership as determined by the board.
However, the board may extend an honorary membership for an additional period.
The board may revoke an honorary membership at any time.
Section 3 — Termination Non-payment of Dues.
(a) Process. Any member failing to pay dues within thirty (30) days after theprescribed time shall be notified in writing by the secretary at the member’s last
known address. If the dues are not paid on or before ten (10) days of the date of
notification, membership may terminate, subject to the discretion of the board.
(b) Reinstatement. The board may reinstate the former member to membership upon
the former member’s petition and payment of all indebtedness to this club.
However, no former member may be reinstated to active membership if the former
member’s classification is in conflict with article 8, section 2.
Section 4 — Termination Non-attendance.
(a) Attendance Percentages. A member must
(1) attend or make up at least 50 percent of club regular meetings in each half ofthe year;(2) attend at least 30 percent of this club’s regular meetings in each half of theyear (assistant governors, as defined by the board of directors of RI, shall be
excused from this requirement).

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If a member fails to attend as required, the member’s membership shall be subject
to termination unless the board consents to such non-attendance for good cause.
(b) Consecutive Absences. Unless otherwise excused by the board for good andsufficient reason or pursuant to article 9, sections 3 or 4, each member who fails toattend or make up four consecutive regular meetings shall be informed by theboard that the member’s non-attendance may be considered a request to terminate
membership in this club. Thereafter, the board, by a majority vote, may terminate
the member’s membership.
Section 5 — Termination Other Causes.
(a) Good Cause. The board may terminate the membership of any member who ceases
to have the qualifications for membership in this club or for any good cause by avote of not less than two-thirds of the board members, at a meeting called for that
purpose. The guiding principles for this meeting shall be article 7, section 1; The
Four-Way Test; and the high ethical standards that one should hold as a Rotaryclub member.
(b) Notice. Prior to taking any action under subsection (a) of this section, the member
shall be given at least ten (10) days’ written notice of such pending action and an
opportunity to submit a written answer to the board. The member shall have theright to appear before the board to state the member’s case. Notice shall be bypersonal delivery or by registered letter to the member’s last known address.
(c) Filling Classification. When the board has terminated the membership of amember as provided for in this section, this club shall not elect a new member
under the former member’s classification until the time for hearing any appeal has
expired and the decision of this club or of the arbitrators has been announced.
However, this provision shall not apply if, by election of a new member, thenumber of members under the said classification would remain within provided
limitations even if the board’s decision regarding termination is reversed.
Section 6 — Right to Appeal, Mediate or Arbitrate Termination.
(a) Notice. Within seven (7) days after the date of the board’s decision to terminate
membership, the secretary shall give written notice of the decision to the member.
Within fourteen (14) days after the date of the notice, the member may give written
notice to the secretary of the intention to appeal to the club, request mediation, or
to arbitrate as provided in article 16.
(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date forthe hearing of the appeal at a regular club meeting to be held within twenty-one(21) days after receipt of the notice of appeal. At least five (5) days’ written noticeof the meeting and its special business shall be given to every member. Only
members shall be present when the appeal is heard.
(c) Mediation or Arbitration. The procedure utilized for mediation or arbitration shallbe as provided in article 16.
(d) Appeal. If an appeal is taken, the action of the club shall be final and binding on allparties and shall not be subject to arbitration.
(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reachedby the arbitrators or, if they disagree, by the umpire shall be final and binding on
all parties and shall not be subject to appeal.

9(f) Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member
may appeal to the club or arbitrate as provided in subsection (a) of this section.
Section 7 — Board Action Final. Board action shall be final if no appeal to this club istaken and no arbitration is requested.
Section 8 — Resignation. The resignation of any member from this club shall be inwriting, addressed to the president or secretary. The resignation shall be accepted by
the board if the member has no indebtedness to this club.
Section 9 — Forfeiture of Property Interest. Any person whose club membership has
been terminated in any manner shall forfeit all interest in any funds or other property
belonging to this club if, under local laws, the member may have acquired any right tothem upon joining the club.
Section 10 — Temporary Suspension.
Notwithstanding any provision of this constitution, if in the opinion of the board(a) credible accusations have been made that a member has refused or neglected tocomply with this constitution, or has been guilty of conduct unbecoming a member
or prejudicial to the interests of the club; and(b) those accusations, if proved, constitute good cause for terminating the membershipof the member; and(c) it is desirable that no action should be taken in respect of the membership of themember pending the outcome of a matter or an event that the board considers
should properly occur before such action is taken by the board; and(d) that in the best interests of the club and without any vote being taken as to his or
her membership, the member’s membership should be temporarily suspended andthe member should be excluded from attendance at meetings and other activities ofthis club and from any office or position the member holds within the club. For the
purposes of this clause, the member shall be excused from fulfilling attendance
responsibilities;
the board may, by a vote of not less than two-thirds of the board, temporarily suspend
the member as aforesaid for such period and on such further conditions as the board
determines, albeit for a period no longer than is reasonably necessary in all thecircumstances.
Article 13 Community, National, and International Affairs
Section 1 — Proper Subjects. The merits of any public question involving the general
welfare of the community, the nation, and the world are of concern to the members of
this club and shall be proper subjects of fair and informed study and discussion at a clubmeeting for the enlightenment of its members in forming their individual opinions.
However, this club shall not express an opinion on any pending controversial public
measure.
Section 2 — No Endorsements. This club shall not endorse or recommend any candidate
for public office and shall not discuss at any club meeting the merits or demerits of any
such candidate.
Section 3 — Non-Political.
(a) Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or
opinions, and shall not take action dealing with world affairs or international
policies of a political nature.

10(b) Appeals. This club shall not direct appeals to clubs, peoples, or governments, or
circulate letters, speeches, or proposed plans for the solution of specificinternational problems of a political nature.
Section 4 — Recognizing Rotary’s Beginning. The week of the anniversary of Rotary’s
founding (23 February) shall be known as World Understanding and Peace Week.
During this week, this club will celebrate Rotary service, reflect upon pastachievements, and focus on programs of peace, understanding, and goodwill in thecommunity and throughout the world.
Article 14 Rotary Magazines
Section 1 — Mandatory Subscription. Unless, in accordance with the bylaws of RI, thisclub is excused by the board of directors of RI from complying with the provisions of
this article, each member shall, for the duration of membership, subscribe to the official
magazine or to the magazine approved and prescribed for this club by the board of
directors of RI. Two Rotarians residing at the same address have the option to
subscribe jointly to the official magazine. The subscription shall be paid in six (6)month periods for the duration of membership in this club and to the end of any six (6)month period during which membership may terminate.
Section 2 — Subscription Collection. The subscription shall be collected by this clubfrom each member semiannually in advance and remitted to the Secretariat of RI or tothe office of such regional publications as may be determined by the board of directorsof RI.
Article 15 Acceptance of Object and Compliance with Constitution and Bylaws
By payment of an admission fee and dues, a member accepts the principles of Rotary as
expressed in its object and submits to and agrees to comply with and be bound by theconstitution and bylaws of this club, and on these conditions alone is entitled to theprivileges of this club. Each member shall be subject to the terms of the constitution andbylaws regardless of whether such member has received copies of them.
Article 16 Arbitration and Mediation
Section 1 — Disputes. Should any dispute, other than as to a decision of the board, arise
between any current or former member(s) and this club, any club officer or the board,on any account whatsoever which cannot be settled under the procedure alreadyprovided for such purpose, the dispute shall, upon a request to the secretary by any ofthe disputants, either be resolved by mediation or settled by arbitration.
Section 2 — Date for Mediation or Arbitration. In the event of mediation or arbitration,
the board shall set a date for the mediation or arbitration, in consultation withdisputants, to be held within twenty-one (21) days after receipt of the request formediation or arbitration.
Section 3 — Mediation. The procedure for such mediation shall be that recognized by anappropriate authority with national or state jurisdiction or be that recommended by acompetent professional body whose recognized expertise covers alternative dispute
resolution or be that recommended by way of documented guidelines determined by theboard of RI or the trustees of The Rotary Foundation. Only a member of a Rotary club
may be appointed as mediator(s). The club may request the district governor or the11

governor’s representative to appoint a mediator who is a member of a Rotary club andwho has appropriate mediation skills and experience.
(a) Mediation Outcomes. The outcomes or decisions agreed between the parties as aresult of mediation shall be recorded and copies held by each party, the mediator(s)and one copy given to the board and to be held by the secretary. A summary
statement of outcomes acceptable to the parties involved shall be prepared for the
information of the club. Either party, through the president or secretary, may callfor further mediation if either party has retracted significantly from the mediatedposition.
(b) Unsuccessful Mediation. If mediation is requested but is unsuccessful, any
disputant may request arbitration as provided in section 1 of this article.
Section 4 — Arbitration. In the event of a request for arbitration, each party shall appoint
an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotaryclub may be appointed as umpire or as arbitrator.
Section 5 — Decision of Arbitrators or Umpire. If arbitration is requested, the decision
reached by the arbitrators or, if they disagree, by the umpire shall be final and bindingon all parties and shall not be subject to appeal.
Article 17 Bylaws
This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, withthe rules of procedure for an administrative territorial unit where established by RI, andwith this constitution, embodying additional provisions for the government of this club.
Such bylaws may be amended from time to time as therein provided.
Article 18 Interpretation
Throughout this constitution, the terminology "mail," "mailing," and "ballot-by-mail"will include utilization of electronic mail (e-mail) and internet technology to reduce costs
and increase responsiveness.
Article 19 Amendments
Section 1 — Manner of Amending. Except as provided in section 2 of this article, thisconstitution may be amended only by the council on legislation in the same manner as
is established in the bylaws of RI for the amendment of its bylaws.
Section 2 — Amending Article 2 and Article 3. Article 2 (Name) and Article 3 (Localityof the Club) of the constitution shall be amended at any regular meeting of this club, aquorum being present, by the affirmative vote of not less than two-thirds of all voting
members present and voting, provided that notice of such proposed amendment shallhave been mailed to each member and to the governor at least ten (10) days before suchmeeting, and provided further, that such amendment shall be submitted to the board of
directors of RI for its approval and shall become effective only when so approved. The
governor may offer an opinion to the board of directors of RI regarding the proposed
amendment.

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