Bylaws of The Rotary Club of Knights Pendragon
Article 1 Definitions
- Board: The club’s board of directors.
- Director: A member of the club’s board of directors.
- Member: A member of the club, other than an honorary member.
- Quorum: The minimum number of participants who must be present when a vote is taken: one-third of the club’s members for club decisions and a majority of the directors for club board decisions.
- RI: Rotary International.
- Year: The 12-month period that begins on 1 July. The club may choose how it defines a quorum for voting purposes.
Article 2 Board
The governing body of this club is its board of directors, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, and treasurer.
Article 3 Elections and Terms of Office
Section 1 — One month before elections, members nominate candidates for president, vice president, secretary, treasurer, and any open director positions. The nominations may be presented by a nominating committee, by members from the floor, or both.
Section 2 — The candidate who receives a majority of the votes for each office is declared elected to that office.
Section 3 — If any officer or board member vacates his or her position, the remaining members of the board will appoint a replacement.
Section 4 — If any officer-elect or director-elect vacates a position, the remaining members of the board-elect will appoint a replacement.
Section 5 — The terms of office for each role are:
President — one year
Vice President — one year
Director — one year
Treasurer — one year
Secretary — one year
Sergeant-at-arms — one year
Article 4 Duties of the Officers
Section 1 — The president presides at club and board meetings.
Section 2 — The immediate past president serves as a director on the club board.
Section 3 — The president-elect prepares for his or her year in office and serves as a director.
Section 4 — The vice president presides at club and board meetings when the president is absent.
Section 5 — A director attends club and board meetings.
Section 6 — The secretary keeps membership and attendance records.
Section 7 — The treasurer oversees all funds and provides an annual accounting of them.
Section 8 — The sergeant-at-arms maintains order in club meetings.
Article 5 Meetings
Section 1 — An annual meeting of this club is held no later than 31 December to elect the officers and directors who will serve for the next Rotary year.
Section 2 — This club meets as follows: Reasonable notice of any change or cancellation of the regular meeting will be given to all club members.
Section 3 — Board meetings are held each month. Special meetings of the board are called with reasonable notice by the president or upon the request of two directors.
Article 6 Dues
Annual club dues are determined by the Board from time to time. They are paid as follows: semi-annually on the first day of July and of January. Annual club dues include RI per capita dues, a subscription to The Rotarian or a Rotary regional magazine, district per capita dues, club fees, and any other Rotary or district per capita assessment.
Article 7 Method of Voting
The business of this club is conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot. The board may also provide a ballot for a vote on some resolutions. The club may avail themselves of electronic conferencing and / or electronic confirmation of voting for the purposes of both business matters and in the election of officers
and directors. Satellite clubs voting procedures are based on the primary club procedures which prescribe business to be conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot. The board may also provide a ballot for a vote on some resolutions. Satellite clubs may avail themselves of electronic conferencing and / or electronic confirmation of voting for the purposes of both business matters and in the election of officers and directors.
Article 8 Committees
Section 1 — Club committees coordinate their efforts to achieve the club’s annual and long-term goals. Each club should have the committees listed in article 13, section 7, of the Standard Rotary Club Constitution.
Section 2 — The president is an ex officio member of all committees and, as such, has all the privileges of membership.
Section 3 — Each committee’s chair is responsible for the regular meetings and activities of the committee, supervises and coordinates its work, and reports to the board on all committee activities.
Article 9 Finances
Section 1 — Before each fiscal year starts, the board prepares an annual budget of estimated income and expenditures.
Section 2 — The treasurer deposits club funds in a financial institution or institutions designated by the board, divided into two accounts: one for club operations and one for service projects.
Section 3 — Bills are paid by the treasurer or another authorized officer and approved by two other officers or directors.
Section 4 — A qualified person conducts a thorough annual review of all financial transactions.
Section 5 — Club members will receive an annual financial statement of the club.
Section 6 — The fiscal year is from 1 July to 30 June.
Section 7— Public Benefit Organisation provisions
- The club shall utilise its funds for the sole or principle purpose of the objects for which the club was established and shall conduct its activities wholly or substantially in the Republic of South Africa. (ref ITA 30 (3) (b) (ii))
- Any funds received by the club, and not immediately required for the furtherance of the club’s objectives, shall be invested with any registered financial institution, as defined in Section 1 of the Financial Institutions (Investment of Funds) Act 1984, or in securities listed on a stock exchange, as defined in the Stock Exchanges Control Act 1985. (ref ITA 30 (3) (b) (ii) (aa))
- All donations made to the club for the purpose of achieving the club’s objectives shall be made unconditionally and shall not be revocable and shall be subject to the club’s terms and conditions. The donors shall derive no monetary advantage from the payment of such funds to the club, nor their disbursement by the club. (ref ITA 30 (3) (v))
- Any payments made by the club in consideration for goods supplied or services rendered shall be commensurate with the value of the goods or services actually supplied or rendered to the club. (ref ITA 30 (3) (v) (d))
- The club shall not pledge, mortgage or hypothecate its assets, nor enter into any agreement of suretyship.
- The club shall not carry on any trade, business or commercial undertaking, and shall not make available its funds or other assets to its members for the purpose of the carrying on of any trade, business or commercial undertaking by them, unless specifically permitted in terms of Section 30 (3)
- (iv) of the Income Tax Act.
- No surplus funds shall be distributed among the club’s members. (ref ITA 30 (3) (b) (ii) and (iii))
- In the event of the club being dissolved, wound up or liquidated, all its assets remaining after the satisfaction of its liabilities shall be transferred to any similar public benefit organisation, within the Republic of South Africa, which has been approved within Section 30 of the Income Tax Act. (ref ITA 30 (3) (b) (iii))
- The club shall timeously submit annual financial statements and any other information or supporting documents required by any revenue authority. (ref ITA 30 (3) (v) (e))
- At least three of the persons who accept fiduciary responsibility for the club shall not be connected persons as defined in the Income Tax Act. (ref ITA 30 (3) (b) (i))
- A copy of all amendments to the club constitution, club by-laws and any trust controlled by the club shall be submitted to the Commissioner for the South African Revenue Service.
- No amendment shall be made to this section without the prior approval of the Commissioner for the South African Revenue Service.
Section 8— Public Benefit Organisation with Section 18A Status At least 75% of the funds received by the club, which qualify for a deduction by virtue of Section 18 A of the Income Tax Act, will be expended (or an obligation will be incurred to so expend) within twelve months of the financial year end during which such funds were received. (ref ITA 18A (1) (b) (ii))
Article 10 Method of Electing Members
Section 1 — A member proposes a candidate for membership to the board, or another club proposes one of its transferring or former members.
Section 2 — The board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.
Section 3 — If the board approves the candidate’s membership, the prospective member is invited to join the club.
Article 11 Body Corporate and Autonomy (ref NPO (3) (1) (d) & (e))
The Club shall –
- exist in its own right separately from its members;
- continue to exist even when its membership changes and there are different office bearers;
- have the power to acquire and own moveable and immovable property and to dispose thereof;
- be able to sue and be sued in its own name.
Article 12 Powers (ref NPO (3) (1) (g))
The Club shall have all such powers as it needs in order that it is able to achieve its objects as set out in Article 4 of the Constitution of the Club, including, without limiting the generality of the aforegoing the power to open and operate bank and investment accounts, the power to lend and borrow money upon security or otherwise.
Article 13 Limited Liability (ref NPO (3) (2) (f) & (j))
Members and office-bearers of the Club shall not be liable for any of the debts or liabilities of the Club solely by virtue of the fact that they are members or office-bearers thereof. Nor shall they be liable to any person for any damages suffered by that person as a result of any act or omission by them which occurs in good faith while such members or office-bearer is acting on behalf of the
Article 14 Amendments
These bylaws may be amended at any regular club meeting. Changing the club bylaws requires sending written notice to each member 10 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.