The following Bylaws were approved by a Club Assembly on 6 April 2016.
Bylaws of the Rotary Club of Key Largo
Article I Definitions
1. Board: The Board of Directors of this club.
2. Director: A member of this club's Board of Directors.
3. Member: A member, other than an honorary member, of this club.
4. RI: Rotary International.
5. Year: The twelve-month period that begins on 1 July.
Article 2 Board
The governing body of this club shall be the board consisting of eleven (11) members of this
club, namely, the president, president-elect, secretary (president-nominee), and seven directors
elected in accordance with article 3, section 1 of these bylaws, and the immediate past president.
Article 3 Election of Directors and Officers
Section 1 – At a regular meeting one month prior to the meeting for election of officers, the
presiding officer shall ask for nominations by members of the club for secretary (presidentnominee),
and three or four directors. The directors shall serve a two year term with three
elected for terms beginning on odd years and four elected for terms beginning on even years.
The nominations shall be presented by members from the floor. The nominations duly made
shall be placed on a ballot in alphabetical order under each office and shall be voted for at the
annual meeting. All nominees must be a member in good standing as outlined in Article 14
and have been a member of this club for at least 6 months at the time of the election. The
candidate for secretary (president-nominee) receiving a majority of the votes shall be
declared elected to office. The candidates for director receiving the highest number of votes
shall be declared elected as directors to serve for two years. The candidate for secretary
(president-nominee) elected in such balloting shall serve as president-elect the following year
and the president the year after that. Candidates for secretary may also be considered for a
director position and unsuccessful candidates for secretary shall be elected to a director
position if they receive the top three of four votes, depending on the year
Section 2 – The officers and directors, so elected, together with the immediate past president
shall constitute the board.
Section 3 – A vacancy in the board or any office shall be filled by action of the remaining
Section 4 – A vacancy in the position of any officer-elect or director-elect shall be filled by
action of the remaining directors-elect.
Section 5 – Directors may serve a maximum of two consecutive terms of two years. They will
be ineligible to serve as a director again until after they have been off the board for one year.
They may however be elected secretary. The immediate past-president will not be able to
serve as a director or club officer until after he or she has been off the board for one year,
unless appointed to the board by the president in the case of a vacancy.
Article 4 Duties of Officers
Section 1 – President. It shall be the duty of the president to preside at meetings of the club and
the board and to perform other duties as ordinarily pertain to the office of president.
Section 2 – President-elect. It shall be the duty of the president-elect to serve as a director and to
perform such other duties as may be prescribed by the president or the board.
Section 3 – Secretary. It shall be the duty of the secretary to keep membership records; record
attendance at meetings; record and preserve the minutes of such meetings; report as required
to RI, including the semiannual reports of membership on 1 January and 1 July of each year,
which shall include per capita dues for all members and prorated dues for active members
who have been elected to membership in the club since the start of the July or January
semiannual reporting period; report changes in membership; provide the monthly attendance
report, which shall be made to the district governor within 15 days of the last meeting of the
month; collect and remit RI official magazine subscriptions; and perform other duties as
usually pertain to the office of secretary.
Section 4 – Treasurer. It shall be the duty of the treasurer to have custody of all funds,
accounting for it to the club annually and at any other time upon demand by the board, and to
perform other duties as pertains to the office of treasurer. The treasurer shall provide the
president financial reports prior to the monthly board meeting. Upon retirement from office,
the treasurer shall turn over to the incoming treasurer or to the president all funds, books of
accounts, or any other club property. The treasurer shall be nominated by the president and
approved by the board. The treasurer is a non-voting officer unless the member is also serving
as a director.
Section 5 – Sergeant-at-Arms. The duties of the sergeant-at-arms shall be such as are usually
prescribed for such office and other duties as may be prescribed by the president or the board.
The president will appoint one or more individuals to act as sergeant-at-arms.
Article 5 Meetings
Section 1 – Annual Meeting. An annual meeting of this club shall be held in December of each
year, at which time the election of officers and directors to serve for the ensuing year shall
take place. The election of officers and directors may take place electronically (email,
website, etc) at the discretion of the board.
(Note: Article 6, section 2 of the Standard Rotary Club Constitution provides that "An annual
meeting for the election of officers shall be held not later than 31 December...")
Section 2 – The regular weekly meetings of this club shall be held on Wednesday at 7:30am.
Due notice of any changes in or canceling of the regular meeting shall be given to all
members of the club. All members excepting an honorary member (or member excused
pursuant to the standard Rotary club constitution) in good standing in this club, on the day of
the regular meeting, must be counted as present or absent, and attendance must be evidenced
by the member’s being present for at least fifty (50) percent of the time devoted to the regular
meeting, either at this club or at any other Rotary club, or as otherwise provided in the
standard Rotary club constitution, article 9, sections 1 and 2.
Section 3 – One-third of the membership shall constitute a quorum at the annual and regular
meetings of this club.
Section 4 – Board meetings should be held each month with a minimum of 11 per Rotary year.
Special meetings of the board shall be called by the president, whenever deemed necessary, or
upon the request of two (2) directors, due notice having been given.
Section 5 – A majority of the directors shall constitute a quorum of the board.
Article 6 Fees and Dues
Section 1 – The application fee as established by the board shall be paid before the applicant can
qualify as a member, except as provided for in the standard Rotary club constitution, article
Section 2 – The membership dues as established by the board shall be paid quarterly with the
understanding that a portion of each payment shall be applied to each member’s subscription
to the RI official magazine.
Article 7 Method of Voting
The business of this club shall be transacted by viva voce* vote except the election of officers
and directors, which shall be by ballot. The board may determine that a specific resolution be
considered by ballot rather than by viva voce vote.
(Note: Viva voce vote is defined as when club voting is conducted by vocal assent.
Article 8 Four Avenues of Service
The four Avenues of Service are the philosophical and practical framework for the work of this
Rotary club. They are Club Service, Vocational Service, Community Service, and International
Service. This club will be active in each of the four Avenues of Service.
Article 9 Committees
Club committees are charged with carrying out the annual and long-range goals of the club based
on the four Avenues of Service. The president-elect, president, and immediate past president
should work together to ensure continuity of leadership and succession planning. When feasible,
committee members should be appointed to the same committee for three years to ensure
consistency. The president-elect is responsible for appointing committee members to fill
vacancies, appointing committee chairs, and conducting planning meetings prior to the start of
the year in office. It is recommended that the chair have previous experience as a member of the
committee. Standing committees may be appointed as follows:
This committee should develop and implement a comprehensive plan for the recruitment
and retention of members.
Club Public Relations
This committee should develop and implement plans to provide the public with
information about Rotary and to promote the club’s service projects and activities.
This committee should develop and implement educational, humanitarian, and vocational
projects that address the needs of its community and communities in other countries.
The Rotary Foundation
This committee should develop and implement plans to support The Rotary Foundation
through both financial contributions and program participation.
This committee shall recommend to the board appropriate scholarship goals and objectives.
The committee will identify, screen, and recommend to the board potential scholarship
recipients based on the approved goals and objectives for approval. The committee will
administer the program which will include but is not limited to verification of eligibility and
payment of awards.
This committee will coordinate sponsorship activities throughout the year to maximize
sponsorship funds for all club activities. A representative of this committee will be a
member of every service project committee.
Additional ad hoc committees may be appointed as needed.
(a) The president shall be an ex officio a member of all committees and, as such, shall have all
the privileges of membership thereon.
(b) Each committee shall transact its business as is delegated to it in these bylaws and such
additional business as may be referred to it by the president or the board. Except where special
authority is given by the board, such committees shall not take action until a report has been
made and approved by the board.
(c) Each chair shall be responsible for regular meetings and activities of the committee, shall
supervise and coordinate the work of the committee, and shall report to the board on all
(Note: The above committee structure is in harmony with both the District Leadership Plan and
the Club Leadership Plan. Clubs have the discretion to create any committees that are required
to effectively meet its service and fellowship needs. A sample listing of such optional committees
is found in the Club Committee Manual. A club may develop a different committee structure as
Article 10 Duties of Committees
The duties of all committees shall be established and reviewed by the president for his or her
year. In declaring the duties of each, the president shall reference to appropriate RI materials.
The service projects committee will consider the Avenues of Vocational Service, Community
Service, and International Service when developing plans for the year.
Each committee shall have a specific mandate, clearly defined goals, and action plans established
by the beginning of each year for implementation during the course of the year. It shall be the
primary responsibility of the president-elect to provide the necessary leadership to prepare a
recommendation for club committees, mandates, goals, and plans for presentation to the board in
advance of the commencement of the year as noted above.
Article 11 Leave of Absence
Upon written application to the board, setting forth good and sufficient cause, leave of absence
may be granted excusing a member from attending the meetings of the club for 6 months. An
additional 6 months may be granted if requested.
(Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not
operate to give the club credit for the member’s attendance. Unless the member attends a
regular meeting of some other club, the excused member must be recorded as absent except that
absence authorized under the provisions of the Standard Rotary Club Constitution is not
computed in the attendance record of the club.)
Article 12 Finances
Section 1 – Prior to the beginning of each fiscal year, the board shall adopt a budget of estimated
income and expenditures for the year, based on the previous year’s income and expenses,
which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by
action of the board. The budget shall be broken into two separate parts: one in respect of club
operations and one in respect of charitable/service operations.
Section 2 – The treasurer shall deposit all club funds in a bank, named by the board. The club
funds shall be divided into two separate parts: club operations and charitable/service
Section 3 – All bills shall be paid by the treasurer or other authorized officer as approved by the
board of directors via approval of the adopted budget or by specific action of the board.
Section 4 – A thorough review of all financial transactions by a qualified person shall be made
once each year.
Section 5 – The fiscal year of this club shall extend from 1 July to 30 June, and for the collection
of members' dues shall be divided into two (2) semiannual periods extending from 1 July to
31 December, and from 1 January to 30 June. The payment of per capita dues and RI official
magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the
membership of the club on those dates.
Article 13 Method of Electing Members
Section 1 – The name of a prospective member, proposed by an active member of the club, shall
be submitted to the board in writing, via the membership application form. A transferring or
former member of another club may be proposed to active membership by the former club.
The proposal shall be kept confidential except as otherwise provided in this procedure.
Section 2– The board shall review the proposed membership application within 30 days of its
submission and shall notify the proposer of its decision.
Section 3 – If the decision of the board is favorable, the prospective member shall be informed
of the purposes of Rotary and of the privileges and responsibilities of membership, and shall
permit his or her name to be published to the club.
Section 4 – If no written objection to the member application, stating reasons, is received by the
board from any member (other than honorary) of the club within seven (7) days following
publication of information about the prospective member, that person shall be considered to
be elected to membership. If any such objection has been filed with the board, it shall vote on
this matter at its next board meeting. If approved despite the objection, the proposed member
shall be considered to be elected to membership.
Section 5 – Following the election, the president shall arrange for the new member's induction,
membership card, and new member Rotary literature. In addition, the president or secretary
will report the new member information to RI and the president will assign a member to assist
with the new member's assimilation to the club as well as assign the new member to a club
project or function.
Section 6 – The club may elect, in accordance with the standard Rotary club constitution,
honorary members proposed by the board.
Article 14 Duration of Membership
Section 1 — Period. Membership shall continue during the existence of this club unless
terminated as hereinafter provided.
Section 2 — Automatic Termination.
(a) Membership Qualifications. Membership shall automatically terminate when a member
no longer meets the membership qualifications, except that
(1) the board may grant a member moving from the locality of this club or the
surrounding area a special leave of absence not to exceed one (1) year to enable the
member to visit and become known to a Rotary club in the new community if the
member continues to meet all conditions of club membership;
(2) the board may allow a member moving from the locality of this club or the
surrounding area to retain membership if the member continues to meet all conditions of
club membership except attendance.
(b) How to Rejoin. When the membership of a member has terminated as provided in
subsection (a) of this section, such person, provided such person’s membership was in good
standing at the time of termination, may make new application for membership, under the
same or another classification. A second admission fee shall not be required.
(c) Termination of Honorary Membership. Honorary membership shall automatically
terminate 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 or assessments within ninety (90) days of being
billed shall be considered not in good standing. At the board’s discretion the member may be
notified in writing by the treasurer 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.
Section 4 — Termination — Non-attendance.
(a) Attendance Percentages. To remain in good standing a member must attend or make up at
least 50 percent of club regular meetings in each half of the year. If a member fails to attend
as required, the member’s membership shall be subject to termination unless the board
consents to such nonattendance for good cause.
(b) Consecutive Absences. Unless otherwise excused by the board for good and sufficient
reason each member who fails to attend or make up four consecutive regular meetings shall
be informed by the board 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 a vote 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 The Four-Way Test.
(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 the right to appear before the
board to state the member’s case. Notice shall be by personal delivery or by registered letter
to the member’s last known address.
Section 6 — Right to Appeal
(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.
(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the
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 notice of the meeting and its
special business shall be given to every member. Only members shall be present when the
appeal is heard.
Section 7 — Board Action Final. Board action shall be final if no appeal to this club is taken
and no appeal is requested.
Section 8 — Resignation. The resignation of any member from this club should be submitted in
writing, 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
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 to comply
with these bylaws, 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 membership of the
(c) it is desirable that no action should be taken in respect of the membership of the member
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 and the member
should be excluded from attendance at meetings and other activities of this 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 the circumstances.
Article 15 Resolutions
The club shall not consider any resolution or motion to commit the club on any matter until the
board has considered it. Such resolutions or motions, if offered at a club meeting, shall be
referred to the board without discussion
Article 16 Amendments
These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds
vote of all members present, provided that notice of such proposed amendment shall have been
mailed to each member at least seven (7) days before such meeting. No amendment or addition
to these bylaws can be made which is not in harmony with the standard Rotary club constitution
and with the constitution and bylaws of RI.