As an effort to serve others, RGHF offers history training for Rotary leaders.

The fellowship accumulates and preserves the complete history, values, and philosophy of the Rotary movement,

as well as encourages others to do the same at every level of the Rotary movement,

and publishes those histories, values, and philosophies on the internet, as well as other forms of media as expedient.

 

An Illinois Not-for-profit corporation

 

Restated and Amended May 3, 2017


Bylaws of Rotary Global History Fellowship (RGHF)

 

Mission Statement:  "This Fellowship is an association of Rotarians and friends dedicated to accumulating and preserving the history, values and philosophy of the Rotary movement, and encouraging others to do the same by publishing these histories, values and philosophies on the internet."

 

Article 1. - Title & Status:

1.1                   The entity shall be known as “Rotary Global History Fellowship.” (“RGHF”)

1.2                      RGHF is registered and domiciled as a Not-for-profit corporation in the State of Illinois, USA.  RGHF may maintain additional offices or registrations elsewhere as the Board may determine.

1.3                      Recognition of RGHF as a Fellowship by Rotary International in no way implies legal, financial or other obligations or responsibilities on the part of Rotary International, or any Rotary District or Club. RGHF is not an agency of, or controlled by, Rotary International.

Article 2. - Membership:

Policy: While most of the resources of RGHF are open to all, there are certain privileges and duties only available to dues-paying members in good standing.

2.1        Classes of Members:

(a)  Members of RGHF, described below (“Member” or “Members”)

Membership of RGHF shall be open to and conferred on those who annually pay their membership dues and who possess the following characteristics:

1.    Membership in a Rotary Club in good standing, or those designated by Rotary International, including family members of Rotarians, Rotary International program participants and their alumni.

2.    Only Members of RGHF in good standing have voting rights.

3.    Only Members of a Rotary Club in good standing may serve in a Board of Directors (“Board”), Officer or Zone Administrator position.

(b)  Honorary Membership of RGHF

Honorary Membership is a special recognition conferred by the Board to an individual who has given outstanding service or extraordinary contributions to the aims and objectives of the Fellowship.

1.    Honorary Membership is made for one year and may be renewed by the Board.

2.    Honorary members may not vote or hold office.

3.    Honorary members are exempt from dues payments

2.2        Admission to Membership:

Application for membership shall be made electronically on the approved form and will be confirmed by the Secretary or an officer appointed by the Board after verification of eligibility and payment of dues.

2.3        Termination of Membership:

(a)  The membership of any Member whose annual dues are three (3) months in arrears shall be terminated unless good cause for the delay is demonstrated.

(b)  The Board may after a diligent and fair review, suspend, reprimand or remove a Member, an officer or a Zone Administrator, as defined below, for due cause with a majority plus one vote of the Board, subject to the below quorum. 

2.4        Censure or Removal of a Board of Directors member:

(a)  The Board by a two-thirds (2/3) majority vote of the members of the Board, after a diligent and fair review, may suspend, reprimand, or censure a member of the Board.

(b)  Any Board member who is censured shall not be eligible for re-election to the Board at the next RGHF annual meeting.

(c)   Any removal of a current Board member shall be governed by 805 Illinois Compiled Statutes (ILCS) 105/101, Et seq., which deals with Illinois Not for Profit companies.

2.5        Voting Rights of Active Members:

(a)  Each Member of RGHF shall have one vote on any motion or matter submitted to the general Membership for a vote by the Board, which shall include election of members of the Board and approval of last year’s Financial Statement at the annual general meeting of RGHF.  There shall not be cumulative voting on any motion or election of Board members.

       Prior to an annual general meeting of the Members, all Members shall be given a copy of the minutes of the last annual general meeting and/or a copy of the previous year’s financial statement for their review and comment.

(b)  Approval of the motion or matter submitted to the Members at the annual general meeting shall be by a simple majority of votes cast.

(c)   In the event of a tied vote, the motion shall be submitted to the Board for final resolution.

(d)  Proxy votes shall not be allowed.

2.6        Voting Assistants

The Secretary may appoint one or more Zone Administrators who shall assist in recording the votes cast by Members in the Administrator’s Zone.  The Secretary shall report the results of such voting to the Chair of the Board and President. The Secretary shall make known to the Membership the final results of the vote.

2.7        Annual Dues:

The Board shall determine annual membership dues payable by Members.

2.8        Privileges of Membership:

All Members in good standing are encouraged and asked to willingly participate in the operations and functioning of RGHF by volunteering to serve on a committee of their choice or in other leadership positions as outlined. Such expressions of interest should be directed to the President, or the Nominations committee Chair.

Article 3. - Meetings:

3.1        Meetings:

(a)  Members of RGHF are encouraged to communicate electronically with each other. These RGHF topic communications should be respectful and civil following the Rotary 4-Way test of the things we say and do.

(b)  RGHF does not allow political, commercial or solicitation postings on its social media venues.

(c)   RGHF encourages all efforts to preserve the Rotary history of clubs or districts.

(d)  There shall be an annual general meeting of the Members, conducted electronically, where all Members are encouraged to participate.

3.2        Convening Meetings:

(a)  The Board shall meet four (4) times a year electronically, with one meeting held within one (1) week after the Annual meeting of RGHF.

(b)  Committee meetings shall be convened by the committee chairs.

(c)   A special meeting of the Board may be requested for any specific purpose by the President, the Chair or ten members of RGHF in good standing who are acting in concert. Such a request is to be submitted electronically or by mail in writing to each of the President, the Chair and the Secretary.

3.3        Notice of Meeting:

The Secretary shall cause written notice of any meeting of the Board to all Board members or of an annual general meeting to all Members, such notice to be given not more than twenty-one (21) days or less than ten (10) days prior to any proposed Board or annual general meeting.  Such notice, if delivered electronically, shall be deemed to be delivered on the date it is transmitted.

3.4        Annual Meeting:

(a)  The annual general meeting for the foregoing year shall be held in May or June, but not later than the 30th of June of each year.

(b)  All Members of RGHF in good standing shall be eligible to vote on any issues presented at the annual meeting.

(c)   All voting at the annual general meeting shall be conducted electronically within five (5) days prior to the announced date of the Annual meeting, to one (1) day after the announced date of the Annual meeting. 

(d)  All Members in good standing shall vote on the nominations for the Board to be presented to the Members at the annual general meeting.

(e)  Members shall be give in advance a copy of the minutes of the last annual general meeting and/or a copy of the previous year’s financial statement, for their review and comment.

3.5        Quorum:

(a)  Five (5) percent of the Membership responding electronically shall constitute a quorum for the annual general meeting as verified by the Secretary.

(b)  In the event that a quorum at the annual general meeting is not achieved, there shall be an immediate meeting of the Zone Administrators, who will then vote electronically on the slate of candidates for the Board, as proposed by the nominating committee.  A majority vote of the Zone Administrators who respond electronically shall determine the final outcome. 

Article 4.- Fiscal Year

The fiscal year of the Fellowship shall commence on July 1 and conclude on June 30 of the succeeding year

Article 5. -Officers, Board of Directors, and Committees

5.1        The officers of RGHF (“Officers”) shall be:

(a)  President

(b)  Vice- President

(c)   Secretary

(d)  Treasurer

(e)  Chair of the Board  

5.2        Election of Officers:

(a)  The newly elected Board shall meet electronically reasonably soon after the annual general meeting for the purpose of electing and/or verifying Officer and/or Zone Administrator positions and/or conducting any relevant RGHF Board business.

(b)  The election of Officers or Zone Administrators is not subject to a vote by the Active membership of RGHF.

5.3        Board of Directors:  

(a)  The Board shall be comprised of a total of eleven (11) Members in good standing, as elected at an annual general meeting and shall consist of the following:

(b)  The five (5) Officers of RGHF shall be members of the Board.

(c)   An additional six (6) Members who are elected as Directors at the annual general meeting.

(d)  All corporate responsibilities shall rest with the Board.

5.4        Term of Office:

(a)  The term of office for each Board of Director member shall be for two (2) years following their election at the most recent Annual Meeting.

(b)  The President shall serve for two (2) years.

(c)   The Chair of the Board shall be elected to that office by the Board and shall serve for two (2) years.

(d)  The secretary and treasurer will serve at the discretion of the board with no set term limits other than 5.4(f).

(e)  A Board year shall commence on 1 July and conclude on 30 June of the following year.

(f)   No Officer or Board of Director member should serve more than ten (10) consecutive years.

Policy: It is hoped that over time the make-up of the Board reflect a balance between new Board members and more experienced Board members.

5.5        Voting by RGHF Board of Director’s Members:

(a)  Each Board member shall cast one (1) vote on any matter under consideration.

(b)  Each vote of the Board shall be tabulated and maintained by the Secretary.

5.6        Board Members’ Meetings:

(a)  The Board shall meet at least four (4) times a year as determined by the Chair of the Board. The secretary shall give the Board, and Zone Administrators no less than ten (10) days prior notice of any meeting and circulate an agenda five (5) days prior to any meeting

(b)  The Chair of the Board may cancel or defer any Board meeting for reasonable cause, except the Board meeting for the election of officers following the Annual meeting

(c)   All Board meetings will be held electronically, unless the Board, by a two-thirds (2/3) vote of the entire Board elects to conduct the meeting via an alternative method.

(d)  The Board by a two-thirds (2/3) vote of the entire Board, may go into executive session for a specific issue, thereby excluding the Zone Administrators from the discussion. 

5.7        Attendance by Board Members:

Each Board Member unless excused by the Board, shall respond electronically to a minimum of fifty (50) percent of all Board meetings in any twelve (12) month period. Multiple missed Board meetings, without just cause may be grounds for removal from the Board.

5.8        Quorum:

A majority of the total Board responding to a meeting shall be a quorum, whether in person or electronically. 

5.9        Vacancies:

(a)  The Board shall have the authority to fill any open or uncompleted term positions for Officers, Board Members or the Zone Administrators until the next annual meeting.

(b)  All appointments approved by the BOD should be submitted to the Nominating Committee as candidates for the BOD at the next Annual meeting.

Policy: It should be the policy of the Nominating Committee to seek out and maintain a list of potentially experienced candidates in an effort to provide a smooth transition in the event of a BOD, or Zone Administrator vacancy.        

5.10      Appointments:

(a)  The Board may appoint an assistant secretary, an assistant treasurer, and any suitable qualified person to act in a capacity designed to advance the aims and objects of the Fellowship.

(b)  Any persons who are not otherwise a member of the Board who are appointed to these positions will not be deemed members of the Board who are eligible to vote on Board related issues.

5.11      Delegation of Duties:

The Board, by a majority vote, may delegate certain duties to ensure the efficient management and functioning of the Board.  All Board members will be expected to have specific duties.

5.12      Zone Administrative Board:

(a)  There shall be a Zone Administrative Board who shall be responsible for providing guidance, counsel and recommendations to RGHF Board regarding the activities, growth and inclusion of the goals and benefits of RGHF in various clubs, districts and zones around the Rotary International world.

(b)  It is the goal of RGHF to have one Zone Administrator who is a Member in good standing with a Rotary Club in each of the Rotary International Zones, as deemed by Rotary International from time to time, to be appointed by the Board.

(c)   There is no term limit for being a RGHF Zone Administrator.

(d)  Members of the Zone Administrative Board will not be voting members of the RGHF Board, but instead will receive the quarterly agenda of the Board and will be provided with the same information as the Board, except for issues related to the Zone Administrative Board and other personnel matters, and it is hoped they will bring any significant issues, ideas or recommendations regarding not only their areas of administration but also the smooth functioning of RGHF in general, to the attention of the Board for its consideration.

(e)  The Chair of the Board shall also be the Chair of the Zone Administrative Board.

(f)   The Chair may appoint a Zone Administrative Board manager who is a member of the Zone Administrative Board to oversee the activities of the Zone Administrative Board and report to the RGHF Board as requested.

Article 6.- Duties of the Officers andRGHF Board of Director Members:

6.1        President of the RGHF:

(a)  The President shall preside over the RGHF annual general meeting

(b)  The President shall represent RGHF at public functions and act as a spokesperson for the Fellowship in matters related to RGHF

(c)   The President shall act in a manner that is consistent with the goals, objectives and mission of RGHF.

(d)  The President may give advice and counsel on all matters consistent with the office and perform those duties specified to the President by the Board.

(e)  The President and Chair of the BOD shall be responsible for the daily management and operation of the affairs of RGHF, in a manner that is consistent with the goals, objectives and mission of RGHF as specified by the Board.

(f)   The President may offer advice and counsel regarding the activities of the secretary, and treasurer, along with overseeing the smooth functioning and operations of the committees of RGHF. Such advice and counsel shall not infringe on the duties or powers vested with the secretary or treasurer or supersede any ability granted to the committees.

(g)  The President may delegate certain duties or take necessary actions to ensure the efficient management and smooth functioning of RGHF. Any duties or actions so delegated shall be submitted to the Board at the next regular quarterly meeting for review.

(h)  The President shall be the chair of the Executive Committee (EC).

(i)   The President shall make a quarterly report to the Board regarding the current state of operations and/or pertinent issues or matters regarding RGHF.

6.2        Vice-President of the RGHF:

(a)  The Vice-president shall give counsel and support to the President

(b)  The Vice-president shall be a voting member of the Executive Committee (EC).

(c)   The Vice-president shall assume all the duties and responsibilities of the President in his or her absence. 

(d)  The Vice-president shall act in a manner that is consistent with the goals, objectives and mission of RGHF and undertake those duties specified by the President and Board.

6.3        Chair of the Board of Directors

(a)  The Chair of the Board shall preside over the Board Meetings of RGHF.

(b)  The Chair of the Board shall represent RGHF at public functions and act as a spokesperson for RGHF in matters related to the Board

(c)   The Chair of the Board shall act in a manner that is consistent with the goals, objectives and mission of RGHF.

(d)  The Chair of the Board may give advice and counsel on all matters consistent with the office and perform those duties specified to the Chair by the Board

(e)  The Chair of the Board, along with the president shall be responsible for the daily management and operation of the affairs of RGHF, in a manner that is consistent with the goals, objectives and mission of RGHF as specified by the Board.

(f)   The Chair of the Board may offer advice and counsel regarding the activities of the Secretary, and Treasurer, along with overseeing the smooth functioning and operations of the committees of RGHF. Such advice and counsel shall not infringe on the duties or powers vested with the Secretary or Treasure or supersede any ability granted to the committees.

(g)  The Chair of the Board may delegate certain duties or take necessary actions to ensure the efficient management and smooth functioning of RGHF. Any duties or actions so delegated shall be submitted to the Board at the next regular quarterly meeting for review.

(h)  The Chair of the Board shall be a voting member of the Executive Committee.

(i)   The Board shall elect a replacement Chair of the Board in the event the current Chair is unable to carry out his or her duties.

6.4        Secretary of the RGHF:

(a)  The Secretary shall publish notices and agendas for the annual general meeting, Board and Executive Committee meetings.

(b)  The Secretary shall keep and cause to be published an accurate record of such meetings and undertake all duties normally associated with the position.

(c)   The Secretary shall be a voting member of the Executive Committee.

(d)  The Secretary may give advice and council on all matters consistent with the office and shall perform those duties specified to the Secretary by the Board.

6.5        Treasurer of the RGHF:

(a)  The Treasurer shall keep an accurate record of the finances of RGHF, maintain bank accounts, receive and pay monies for approved expenses, render reports to the Board as required and undertake all duties normally associated with the position.

(b)  The Treasurer is responsible for the accurate and timely filing of any tax forms required by any governmental agency.  Any costs associated with these filings are to be submitted to the Board for approval.

(c)   The Treasurer will provide all financial information requested or needed for an annual review and verification of records by a qualified and independent accountant.  Any costs associated with this review are to be submitted to the Board for approval prior to the preparation of the review.

(d)  The Treasurer shall be a voting member of the Budget and Finance Committee and will be a party to the preparation of the annual RGHF budget.

(e)  The Treasurer shall be a voting member of the Executive Committee.

(f)   The Treasurer may give advice and counsel on all matters consistent with the office and shall perform those duties specified to the Treasurer by the Board and the Executive Committee.

Article 7. - Committees of the RGHF

7.1        The Executive Committee of the Board:

(a)  The Executive Committee of the Board is composed of the following Directors

       President

       Vice-president

       Secretary  

       Treasurer  

       Chair of the Board

 (b) Duties of the Executive Committee:

       (i)   The Executive Committee may delegate certain duties to ensure the efficient management and immediate functioning of RGHF. Any duties so delegated shall be submitted to the Board at the next regular quarterly meeting for review.

       (ii)  The Executive Committee may act on behalf of the Board at times when it is not possible or practical to assemble the Board when time is of the essence.     

7.2        History Committee:

(a)  This Committee shall be responsible for the collection and publishing of all material of Rotary historical significance.

(b)  Chairmanship or membership on this Committee may be appointed by a majority vote of the Board.

(c)   A report of this Committee’s activities shall be made to the President and be presented at the quarterly Board meetings

7.3        Public Relations & Membership Committee:

(a)  This Committee shall publicize the activities of the Fellowship and promote membership development.

(b)  Chairmanship or membership on this Committee may be appointed by a majority vote of the Board.

(c)   A report of activities of this Committee shall be made to the President and be presented at the quarterly Board meetings.

7.4        Website Committee:

(a)  This Committee shall oversee the webmasters and technology used by RGHF.

(b)  Chairmanship or membership on this Committee may be appointed by a majority vote of the Board.

(c) A report of activities shall be made to the President and be presented at the quarterly Board meetings

7.5        Budget and Finance Committee:

(a)  This Committee shall oversee the preparation of the annual budget and finances of RGHF.

(b)  A budget for the following fiscal year shall be developed and submitted to the Board for review and approval prior to the annual general meeting.

(c)   The Board approved budget shall be submitted at the annual general meeting for review purposes only.

(d)  All Committees shall submit a proposed list of income and expenses to this Committee for review and inclusion in the budget prior to the annual general meeting.

(e)  Chairmanship or membership on this Committee may be appointed by a majority vote of the Board.

(f)   A report of activities shall be made to the President and be presented at the quarterly Board meetings.

7.6        The Nomination Committee:

(a)  This Committee shall be responsible for developing the slate of candidates for election to the Board at the annual general meeting.

(b)  Nominations of candidates for these and other positions are encouraged to be made directly to this Committee by any Member in good standing.

(c)   The Committee may also seek out and nominate qualified candidates to fill any vacancies that occur on the Board. Such candidates must be submitted to the Board for final approval.

(d)  Chairmanship or membership on this Committee may be appointed by a majority vote of the Board.

(e)  A report of the activities of this Committee shall be made to the President and be presented at the quarterly Board meetings.

Policy: It should be the policy of the Nominating Committee to seek out and maintain a list of potentially experienced candidates in an effort to provide a smooth transition in the event of a Board, RGHF Officer or Zone Administrative Board vacancy.

Article 8. - Compensation andReimbursement:

8.1        Compensation:

No Officer, member of the Board, or member of the Zone Administrative Board shall receive any salary or other compensation, except as authorized by the Board, as follows.

8.2        Expenses

(a)  Any Member acting on behalf of RGHF, an Officer, the Board or Zone Administrative Board shall be allowed to submit for approval any reasonable out-of-pocket expenses incurred during the performance of their duties. Such requests must be accompanied by original receipts and presented to the Treasurer for payment after approval of the BOD.

(b)  Any ongoing expenses should be submitted to the Finance committee for inclusion into the budget.

Article 9. -Denial of Liability:

9.1     Improper or Unlawful Acts

          RGHF denies and shall not be responsible for the consequences of improper or unlawful or grossly negligent or unauthorized acts of a Member, and RGHF hereby indemnifies and holds harmless, its Board Members and Officers jointly or severally against any claim on any loss, personal injury, damage to property and associated costs where a claim arises from any such improper or unlawful or grossly negligent act committed by a Member, except that a Member who committed such an improper or unlawful or grossly negligent act is not indemnified hereunder.

9.2     Conflict of Interest Policy:

(a)  The Rotary Global History Fellowship shall adopt a Conflict of Interest policy appropriate to state and federal laws governing conflicts of interest relevant to not-for-profit and charitable organizations.

(b)  A copy of the Conflict of Interest policy shall be made available upon request to the Secretary by any appropriate representative as determined by the Board of Directors or by any legally entitled law official as determined by statue.

Article 10. - Dissolution of the RGHF:

In the event of the dissolution of RGHF pursuant to applicable Illinois State Law, the Board shall cause the collection of any moneys due and payment of any moneys owing to be disbursed and the Board shall by a simple majority of votes cast, determine the disposal of any assets remaining as outlined by the Articles of Incorporation Article 5, section D.

Article 11. -Amendments to By-laws

(a)    These By-laws may be amended at any time by a two-thirds (2/3) majority vote of the Board, and

(b)    Notification of any such amendment made to the By-laws by the Board must be presented at the next annual general meeting for inclusion to the official on-line version.

(c)     Any proposed amendment to the By-laws may be submitted by any Member to the Board, for its review and determination.

Article 12. - By-law Conflicts

(a)    Any portion of these By-laws that is in conflict with current State or U.S. Federal statutes is null and void.

(b)    Any portion of these By-laws that is in conflict with the current written policies of Rotary International is null and void.  

These By-laws were officially adopted on May 3, 2017, by vote of the Zone Directors.

 

/S/GCM


George C. McKinnis, Secretary