Rotary Club of Pflgerville - Bylaws
ROTARY CLUB OF PFLUGERVILLE BY-LAWS
ARTICLE I
BOARD OF DIRECTORS
BOARD OF DIRECTORS
The governing body of this Club shall be the Board of Directors consisting of up to eleven (11) members to be elected each year in accordance with the Article II, Section 2 of these By-Laws, for a term of one year. The Board of Directors are expected to attend monthly board meetings unless there are extenuating circumstances that the President approves. If a Board member is absent from more than 2 meetings, the Board may vote on their removal and replacement. The Board shall meet a minimum of 9 times per year.
ARTICLE II
ELECTION OF DIRECTORS
Section 1. At least three months prior to the Annual Meeting (see Article IV, Section I), the President, President-Elect, and President-Nominee shall select names of Members to be submitted at such annual meeting for nominations for Directors and shall prepare or have prepared a ballot containing the names of such nominees ready for the annual meeting. In addition, on the date of the annual meeting, nominations may be made from the floor and the names of those nominated from the floor shall be added to the ballot.
Section 2. The Board of Directors is made up of: President, Past President, President-Elect, President-Nominee, Executive Secretary, Treasurer, Sergeant at Arms, and up to four “At Large” members. These Directors shall assume office on the 1st day of July.
Section 3. A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board of Directors.
Section 4. It is strongly recommended that the President shall not serve consecutive terms in this office except for rare and unusual circumstances.
Section 5. At the option of the Board of Directors, any two offices may be combined, with the exception of President, President-Elect, and President-Nominee.
Section 2. The Board of Directors is made up of: President, Past President, President-Elect, President-Nominee, Executive Secretary, Treasurer, Sergeant at Arms, and up to four “At Large” members. These Directors shall assume office on the 1st day of July.
Section 3. A vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board of Directors.
Section 4. It is strongly recommended that the President shall not serve consecutive terms in this office except for rare and unusual circumstances.
Section 5. At the option of the Board of Directors, any two offices may be combined, with the exception of President, President-Elect, and President-Nominee.
ARTICLE III
DUTIES OF DIRECTORS
DUTIES OF DIRECTORS
Section 1. President. It shall be the duty of the President to preside at all regular meetings of the Club and Board and to perform such other duties as ordinarily pertaining to this office.
Section 2. President-Elect. It shall be the duty of the President-Elect to attend the P.E.T.S. Conference as directed by the Board, and required by Rotary International, approximately four months prior to the official start of the term in office. During the term of office, the President-Elect shall study the operation of the Club and develop plans and objectives that, with approval of the Board of Directors, will become the action plan for that person’s year as President of the Club. The President-Elect shall be a member of the Board of Directors, preside at meetings of the Club and Board in the absence of the President and shall perform other such duties as may be prescribed by the President.
Section 3. President-Nominee. It shall be the duty of the President-Nominee to attend the P.E.T.S. Conference as directed by the Board approximately four months prior to the official start of the term in office. During the term of office, the President-Nominee shall study the operation of the Club. The President-Nominee shall be a member of the Board of Directors, preside at meetings of the Club and Board in the absence of the President and President-Elect and shall perform other such duties as may be requested by the President and President-Elect.
Section 4. Executive Secretary. It shall be the duty of the Executive Secretary to maintain the records of the Club and Board meetings, preserve the minutes of such meetings, timely membership reporting to Rotary International, report the incoming club officers to Rotary International by February 1, and perform such other duties as usually pertains to this office. The Executive Secretary shall record attendance, and assist the Treasurer in collecting payments, and ensuring that money is turned into the bank of record.
Section 5. Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for the same to the Club monthly and at any other time upon demand by the Board and to perform such other duties as pertains to this office, and collecting/submitting dues and fees . Upon leaving office, the Treasurer shall turn over to the successor or to the President all funds, books of accounts or any other Club property in their possession. Treasurer shall work with the Membership chair to send invoices to club members by mid-August, with a due date of October 15th.
Section 6. Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for this office and such other duties as may be prescribed by the President or the Board. These duties may include assistance in preparing the facilities for the weekly meeting, as well as maintaining an orderly meeting, to find someone to say the invocation, and collect Notable News.
Section 2. President-Elect. It shall be the duty of the President-Elect to attend the P.E.T.S. Conference as directed by the Board, and required by Rotary International, approximately four months prior to the official start of the term in office. During the term of office, the President-Elect shall study the operation of the Club and develop plans and objectives that, with approval of the Board of Directors, will become the action plan for that person’s year as President of the Club. The President-Elect shall be a member of the Board of Directors, preside at meetings of the Club and Board in the absence of the President and shall perform other such duties as may be prescribed by the President.
Section 3. President-Nominee. It shall be the duty of the President-Nominee to attend the P.E.T.S. Conference as directed by the Board approximately four months prior to the official start of the term in office. During the term of office, the President-Nominee shall study the operation of the Club. The President-Nominee shall be a member of the Board of Directors, preside at meetings of the Club and Board in the absence of the President and President-Elect and shall perform other such duties as may be requested by the President and President-Elect.
Section 4. Executive Secretary. It shall be the duty of the Executive Secretary to maintain the records of the Club and Board meetings, preserve the minutes of such meetings, timely membership reporting to Rotary International, report the incoming club officers to Rotary International by February 1, and perform such other duties as usually pertains to this office. The Executive Secretary shall record attendance, and assist the Treasurer in collecting payments, and ensuring that money is turned into the bank of record.
Section 5. Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for the same to the Club monthly and at any other time upon demand by the Board and to perform such other duties as pertains to this office, and collecting/submitting dues and fees . Upon leaving office, the Treasurer shall turn over to the successor or to the President all funds, books of accounts or any other Club property in their possession. Treasurer shall work with the Membership chair to send invoices to club members by mid-August, with a due date of October 15th.
Section 6. Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be such as are usually prescribed for this office and such other duties as may be prescribed by the President or the Board. These duties may include assistance in preparing the facilities for the weekly meeting, as well as maintaining an orderly meeting, to find someone to say the invocation, and collect Notable News.
ARTICLE IV
MEETINGS
Section 1. The annual meeting of this Club shall be held before December 30th of each year, at which time the election of Directors shall take place. In the event of a conflict, the President can reschedule this meeting. One-third of the membership shall constitute a quorum at the annual and regular meetings of this Club.
Section 2. Meetings shall be held on a regular schedule. All members, except an honorary member (or member excused by the Board of Directors of this Club pursuant to Article VII, Section 3 of the standard Rotary Club Constitution) in good standing in this Club, on the day of the regular meeting, must be counted present or absent. Our club goal is for members to be engaged in the club by maintaining thirty percent annual attendance. The Board of Directors may vote on any exceptions. Make up meetings shall be recorded by the Secretary.
Section 3. Within 60 days of the start of the new Rotary year, the President shall present the club's bylaws and operations to the membership at a regular meeting called the “Club Assembly.” A follow-up email shall be sent to the members of the club within seven days of that meeting.
Section 4. There shall be regular monthly meetings of the Board of Directors. Meetings of the Board shall be called by the President for the consideration and
transaction of Club business. Upon request of two members of the Board, due notice having been given, or upon request of five members of the Club a special meeting of the Board will be held.
a. No more than one consecutive month shall be missed.
Section 5. A majority of the Board members shall constitute a quorum of the Board.
Section 2. Meetings shall be held on a regular schedule. All members, except an honorary member (or member excused by the Board of Directors of this Club pursuant to Article VII, Section 3 of the standard Rotary Club Constitution) in good standing in this Club, on the day of the regular meeting, must be counted present or absent. Our club goal is for members to be engaged in the club by maintaining thirty percent annual attendance. The Board of Directors may vote on any exceptions. Make up meetings shall be recorded by the Secretary.
Section 3. Within 60 days of the start of the new Rotary year, the President shall present the club's bylaws and operations to the membership at a regular meeting called the “Club Assembly.” A follow-up email shall be sent to the members of the club within seven days of that meeting.
Section 4. There shall be regular monthly meetings of the Board of Directors. Meetings of the Board shall be called by the President for the consideration and
transaction of Club business. Upon request of two members of the Board, due notice having been given, or upon request of five members of the Club a special meeting of the Board will be held.
a. No more than one consecutive month shall be missed.
Section 5. A majority of the Board members shall constitute a quorum of the Board.
ARTICLE V
FEES AND DUES
Section 1. The membership dues shall be paid by Members by the 15th day of October. The appropriate membership dues to Rotary International and the District shall be payable annually in July and January.
Section 2. All fees, dues, and assessments shall be payable upon presentation of statement and any member who fails to pay any fees, dues, assessments or other indebtedness to the Club by October 15th may forfeit their membership and may be automatically dropped from the rolls of the Club, unless previously approved for a payment plan by the Board.
Section 3. Meeting fees for members eating and those not eating will be defined by the Board of Directors. Members will pay a fee that will include the cost of the meeting and their meal; and if not eating will pay to cover the cost of meetings.
Section 4. The club expectation is that every member of the club will donate a minimum of $100 per year to the Rotary Foundation.
Section 2. All fees, dues, and assessments shall be payable upon presentation of statement and any member who fails to pay any fees, dues, assessments or other indebtedness to the Club by October 15th may forfeit their membership and may be automatically dropped from the rolls of the Club, unless previously approved for a payment plan by the Board.
Section 3. Meeting fees for members eating and those not eating will be defined by the Board of Directors. Members will pay a fee that will include the cost of the meeting and their meal; and if not eating will pay to cover the cost of meetings.
Section 4. The club expectation is that every member of the club will donate a minimum of $100 per year to the Rotary Foundation.
ARTICLE VI
METHOD OF VOTING
The business of this Club shall be transacted by voice vote, written ballot, proxy, or by electronic voting, as determined by the Board of Directors.
ARTICLE VII
COMMITTEES
Section 1. The President shall, subject to the approval of the Board, appoint committees and its Chairs as he/she deems necessary to organize and oversee the activities of the club. The board shall set the budget and guidelines that each committee must follow. Such committees could include, but are not limited to, Membership, Scholarship, Fundraising, RYLA, Youth Services, Community Service, and Public Image/Relations.
Section 2. Where feasible and practical in the appointment of Club Committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term.
Section 3. The President and the President-Elect shall be an ex-officio member of all Committees and, as such, shall have all the privileges of membership thereon.
Section 4. Each Committee shall transact business as is delegated to it in the By-Laws and such additional business as may be referred to it by the President of the Board. The Board shall pre-approve the budget and guidelines for each committee and/or event.
Section 2. Where feasible and practical in the appointment of Club Committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term.
Section 3. The President and the President-Elect shall be an ex-officio member of all Committees and, as such, shall have all the privileges of membership thereon.
Section 4. Each Committee shall transact business as is delegated to it in the By-Laws and such additional business as may be referred to it by the President of the Board. The Board shall pre-approve the budget and guidelines for each committee and/or event.
ARTICLE VIII
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 a specified length of time.
ARTICLE IX
FINANCES
Section 1. The Treasurer shall deposit all funds of the Club in an appropriate bank to be named by the Board.
Section 2. All bills shall be paid by checks signed by two authorized signers. Authorized signers shall be designated by the Board. The Board will also determine how many signatures are required on the checking account. A financial review by a Certified Public Accountant or other qualified person may be made once each year of all the Club’s financial transactions. Two members of the same household shall not sign the same check. The club's debit card may be used for approved expenses, and the bank's transaction notice must be sent directly to the Board, with invoices or a brief explanation of the charge provided in a reply email for oversight.
Section 3. The fiscal year of this Club shall extend from July 1st through June 30th of the following calendar year. The payment of per capita dues and magazine subscriptions to Rotary International and District 5870 shall be made in July and January of each year on the basis of the membership of the Club on those dates as required by Rotary International.
Section 4. No remuneration of any kind shall be paid or allowed any Director, Officer, Committee Chairperson or Member of the Club for any duties performed for the Club.
Section 5. At the beginning of each fiscal year, the Board shall prepare or cause to be prepared, a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes, unless ordered by action of the Board. The President shall let the committee chair know the expected budget on or before the first committee meeting.
Section 6. Finance Committee Review: A Finance Committee shall be appointed every three years to conduct a comprehensive review of the club's finances. The committee shall consist of at least three members, including one past president and one member with financial expertise. The purpose of the review is to ensure transparency, financial integrity, and adherence to the club’s financial policies.
The committee shall be appointed by the President with approval from the Board. Members shall serve only for the duration of the review and may not be reappointed consecutively.
The Finance Committee shall:
a. Review financial statements, budgets, and records for accuracy and compliance.
b. Assess financial controls and procedures, recommending improvements as needed.
c. Present a report with findings and recommendations to the Board of Directors within 90 days of appointment.
Section 2. All bills shall be paid by checks signed by two authorized signers. Authorized signers shall be designated by the Board. The Board will also determine how many signatures are required on the checking account. A financial review by a Certified Public Accountant or other qualified person may be made once each year of all the Club’s financial transactions. Two members of the same household shall not sign the same check. The club's debit card may be used for approved expenses, and the bank's transaction notice must be sent directly to the Board, with invoices or a brief explanation of the charge provided in a reply email for oversight.
Section 3. The fiscal year of this Club shall extend from July 1st through June 30th of the following calendar year. The payment of per capita dues and magazine subscriptions to Rotary International and District 5870 shall be made in July and January of each year on the basis of the membership of the Club on those dates as required by Rotary International.
Section 4. No remuneration of any kind shall be paid or allowed any Director, Officer, Committee Chairperson or Member of the Club for any duties performed for the Club.
Section 5. At the beginning of each fiscal year, the Board shall prepare or cause to be prepared, a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes, unless ordered by action of the Board. The President shall let the committee chair know the expected budget on or before the first committee meeting.
Section 6. Finance Committee Review: A Finance Committee shall be appointed every three years to conduct a comprehensive review of the club's finances. The committee shall consist of at least three members, including one past president and one member with financial expertise. The purpose of the review is to ensure transparency, financial integrity, and adherence to the club’s financial policies.
The committee shall be appointed by the President with approval from the Board. Members shall serve only for the duration of the review and may not be reappointed consecutively.
The Finance Committee shall:
a. Review financial statements, budgets, and records for accuracy and compliance.
b. Assess financial controls and procedures, recommending improvements as needed.
c. Present a report with findings and recommendations to the Board of Directors within 90 days of appointment.
ARTICLE X
METHOD OF ELECTING MEMBERS
Section 1. The name of a prospective member, proposed by an active or honorary member of the Club, shall be submitted to the Membership Committee. This application shall be presented with as much information as possible.
Section 2. The membership committee, upon receipt of the completed application, shall inform the general membership by email that the application has been received with the name and general information about the proposed member.
Section 3. If a member has any objection to the application, the reason should be communicated to the membership committee within five (5) days. If no objections are received, the Membership Committee will continue the process by meeting with the proposed member as soon as possible. If a written objection has been received, the application shall be discussed by the Board to take action at the next meeting.
Section 4. Once the decision has been made to move forward, the prospective member shall be informed of the purposes of the Rotary Club, privileges, responsibilities of membership and a general overview of Rotary and Rotary International. If the prospective member desires to continue with the application process, the application is then presented at the next Board meeting for approval.
Section 5. The Board shall approve or disapprove the proposal within a timely manner of its submission, and shall notify the Membership Committee who will in turn notify the proposer and the new member.
Section 6. Following such election, the President shall arrange for the new member’s induction. The new member shall receive all Rotary material and shall be included in all lists and rosters.
Section 2. The membership committee, upon receipt of the completed application, shall inform the general membership by email that the application has been received with the name and general information about the proposed member.
Section 3. If a member has any objection to the application, the reason should be communicated to the membership committee within five (5) days. If no objections are received, the Membership Committee will continue the process by meeting with the proposed member as soon as possible. If a written objection has been received, the application shall be discussed by the Board to take action at the next meeting.
Section 4. Once the decision has been made to move forward, the prospective member shall be informed of the purposes of the Rotary Club, privileges, responsibilities of membership and a general overview of Rotary and Rotary International. If the prospective member desires to continue with the application process, the application is then presented at the next Board meeting for approval.
Section 5. The Board shall approve or disapprove the proposal within a timely manner of its submission, and shall notify the Membership Committee who will in turn notify the proposer and the new member.
Section 6. Following such election, the President shall arrange for the new member’s induction. The new member shall receive all Rotary material and shall be included in all lists and rosters.
ARTICLE XI
MEMBER IN GOOD STANDING
Section 1. Member in Good Standing. A Member in Good Standing of the Rotary Club of Pflugerville is a member who
a. Actively participates in club activities and maintains regular attendance or engagement in club meetings, service projects, fundraisers, or committee work.
b. Fulfills financial obligations by paying dues on time (as defined by Article V, Section 2), unless previously approved for a payment plan by the Board.
c. Upholds the principles of Rotary, as well as adheres to the ethical standards and values set forth by Rotary International and the club's bylaws.
d. Members in good standing are eligible to vote, hold office, and participate fully in club activities.
a. Actively participates in club activities and maintains regular attendance or engagement in club meetings, service projects, fundraisers, or committee work.
b. Fulfills financial obligations by paying dues on time (as defined by Article V, Section 2), unless previously approved for a payment plan by the Board.
c. Upholds the principles of Rotary, as well as adheres to the ethical standards and values set forth by Rotary International and the club's bylaws.
d. Members in good standing are eligible to vote, hold office, and participate fully in club activities.
ARTICLE XII
METHOD OF REMOVING MEMBERS
Section 1. Review of Status: The Board of Directors shall regularly review the standing of any member who may no longer be a Member in Good Standing (as defined by Article XI, Section 1), including those who have failed to meet financial obligations, maintain regular attendance, or engage in conduct inconsistent with Rotary values.
Section 2. The Club President or Secretary shall provide the member with written notice (that is allowed to be delivered electronically) outlining the concerns regarding their standing, offering an opportunity to address the issues within a reasonable timeframe, not to exceed 30 days.
Section 3. If the concerns remain unresolved, the Board may vote on the removal of the member. A majority vote of the Board members shall be required for removal.
Section 4. The member shall be notified in writing of the Board’s decision. The removal shall take effect immediately unless otherwise specified by the Board.
Section 2. The Club President or Secretary shall provide the member with written notice (that is allowed to be delivered electronically) outlining the concerns regarding their standing, offering an opportunity to address the issues within a reasonable timeframe, not to exceed 30 days.
Section 3. If the concerns remain unresolved, the Board may vote on the removal of the member. A majority vote of the Board members shall be required for removal.
Section 4. The member shall be notified in writing of the Board’s decision. The removal shall take effect immediately unless otherwise specified by the Board.
ARTICLE XIII
OPPORTUNITY FUND
The Opportunity Fund is a designated reserve fund maintained by the Rotary Club of Pflugerville to support the club in times of emergency and/or fund larger projects that align with the club’s mission and service objectives. This fund, formerly known as the Building Fund, was repurposed to provide financial stability and strategic investment in impactful initiatives.
Funds from the Opportunity Fund may only be accessed under the following conditions:
Section 1. Use of Funds: The Opportunity Fund is intended for exceptional
circumstances and shall not be used for routine operational expenses. Approved expenditures should align with the club’s long-term sustainability, emergency needs, or major service initiatives.
Section 2. Board Determination: The Board of Directors shall determine the necessity and appropriateness of utilizing the Opportunity Fund for an emergency or a significant project. A two-thirds supermajority vote of the Board is required to propose the use of these funds.
Section 3. Club Approval: Upon Board approval, the proposed use of funds must be presented to the club membership. Final approval requires a supermajority vote, defined as at least two-thirds of the total club membership.
Section 4. Financial Oversight: The Treasurer shall maintain transparent records of all transactions involving the Opportunity Fund, providing updates to the Board and club members as required.
Section 5. Adding funds to the Opportunity Fund - At the first Board meeting of
the new fiscal year, the Treasurer shall provide a report detailing the “roll-over” funds from the previous fiscal year, subtracting the necessary yearly operating funds while also considering the difference between yearly profits and expenses. The resulting amounts shall be added to the Operating Funds.
Funds from the Opportunity Fund may only be accessed under the following conditions:
Section 1. Use of Funds: The Opportunity Fund is intended for exceptional
circumstances and shall not be used for routine operational expenses. Approved expenditures should align with the club’s long-term sustainability, emergency needs, or major service initiatives.
Section 2. Board Determination: The Board of Directors shall determine the necessity and appropriateness of utilizing the Opportunity Fund for an emergency or a significant project. A two-thirds supermajority vote of the Board is required to propose the use of these funds.
Section 3. Club Approval: Upon Board approval, the proposed use of funds must be presented to the club membership. Final approval requires a supermajority vote, defined as at least two-thirds of the total club membership.
Section 4. Financial Oversight: The Treasurer shall maintain transparent records of all transactions involving the Opportunity Fund, providing updates to the Board and club members as required.
Section 5. Adding funds to the Opportunity Fund - At the first Board meeting of
the new fiscal year, the Treasurer shall provide a report detailing the “roll-over” funds from the previous fiscal year, subtracting the necessary yearly operating funds while also considering the difference between yearly profits and expenses. The resulting amounts shall be added to the Operating Funds.
ARTICLE XIV
RESOLUTIONS
No resolution or motion to commit this Club on any matter shall be considered by the Club until it has been considered by the Board. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion.
ARTICLE XV
DISSOLUTION OF THE CLUB
The Club's funds shall be used solely to achieve the objectives and purposes outlined in these By-Laws. In the event of the Club’s dissolution, no portion of its funds shall be distributed to members or directors. Upon dissolution, at least 50% of any remaining assets shall first be allocated to The Rotary Foundation. The remaining assets shall then be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations, as defined by Internal Revenue Code Section 501(c)(3), (4), or (6), and selected by a majority vote of the Board of Directors. These organizations should be ones that the Club already supports and/or that operate within the Pflugerville area.
ARTICLE XVI
AMENDMENTS
These By-Laws may be amended at any regular club meeting, a quorum being present, by a two-thirds vote of all members, provided that notice of such proposed amendment shall have been delivered to each member at least ten (10) days before such meeting.
NOTE: These By-Laws were reviewed, revised, updated and approved by the membership of the Rotary Club of Pflugerville on March 26, 2025