Constitution

Constitution of the Rotary Club of South Queensferry

Article 1: Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings:

Council: The Council of this club.

By-laws: The By-laws of this club. Council member: A member of this club's Council.

Member: A member, other than an honorary member, of this club.

RI: Rotary International.

Rotary GB&I: The administrative and territorial unit of Rotary International in Great Britain and Ireland.

Year: The twelve-month period that begins on 1st July.

Article 2: Name

The name of this organisation shall be the Rotary Club of South Queensferry

(Member of Rotary International)

Article 3: Locality of the Club

The locality of this club is as follows: South Queensferry, Kirkliston and District, meeting at

The Hawes Inn

7 Newhalls Road 

South Queensferry EH30 9TA

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:

Firstly The development of acquaintance as an opportunity for service;

Secondly High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian's occupation as an opportunity to serve society;

Thirdly The application of the ideal of service in each Rotarian's personal, business and community life;

Fourthly The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service.

Article 5: Four Avenues of Service

Rotary's Four Avenues of Service are the philosophical and practical framework for the work of this Rotary club.

1. Club Service the First Avenue of Service, involves action a member should take within this club to help it function successfully.

2. Vocational Service the Second Avenue of Service, has the purpose of promoting high ethical standards in businesses and professions, recognizing the worthiness of all dignified occupations, and fostering the ideal of service in the pursuit of all vocations. The role of members includes conducting themselves and their businesses in accordance with Rotary's principles.

3. Community Service the Third Avenue of Service, comprises varied efforts that members 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 that members 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 co-operation in all club activities and projects designed to help people in other lands.

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 council may change a regular meeting to any 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 a different hour of the regular day, or to a different place.

(c) Cancellation The council 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 club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The council may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings.

Section 2 - Annual Meeting An annual meeting for the election of officers shall be held not later than 31st December as provided in the By-laws.

Article 7: Membership

Section 1 - General Qualifications This club shall be composed of adult persons of good character

and good business, professional and/or community reputation.

Section 2 - Kinds This club shall have two kinds of membership, namely: active and honorary.

Section 3 - 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 this club.

Section 4 - Transferring or Former Rotarian 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 a club being proposed to active membership under this section may also be proposed by the former club. The classification of a transferring or former member of a club shall not preclude election to active membership even if the election results in club membership temporarily exceeding the classification limits.

Section 5 - Dual Membership No person shall simultaneously hold active membership in 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 this club and membership in a Rotaract club.

Section 6 - Honorary Membership

(a) Eligibility for Honorary Membership Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of

Rotary for their permanent support of Rotary's cause may be elected to honorary membership in this club. The term of such membership shall be as determined by the council. Persons may hold honorary membership in more than one club.

(b) Rights and Privileges

Honorary members shall be exempt from the payment of admission 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 be entitled 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 other club, 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 the classification 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 existing classifications during the period in which they hold such office.

Section 8 - Rotary International Employment This club may retain in its membership any member employed by RI.

Article 8: Classifications

Section 1 - General Provisions:

(a) Principal Activity. Each member shall be classified in accordance with the member's business, profession or type of community service. The classification shall be that which describes the principal and recognised activity of the firm, company or institution with which the member is connected or that which describes the member's principal and recognised business or professional activity or that which describes the nature of the member's community service activity.

(b) Correction or Adjustment. If the circumstances warrant, the council may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon.

Section 2 - Limitation: This 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% 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 the above limitations. If a member changes classification, the club may continue the member's membership under the new classification notwithstanding these limitations.

Article 9: Attendance

Section 1 - General Provisions Each member should attend this club's regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60% of the meeting, or is present and is called away unexpectedly and subsequently produces evidence

to the satisfaction of the council that such action was reasonable, or makes up for an absence 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% of the regular meeting of another club or of a provisional club; or

(2) attends a regular meeting of a Rotaract or Interact club or Rotary Community Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club or Rotary Community Corps or Rotary Fellowship; or

(3) attends a convention of RI, a council on legislation, an international or Rotary GB&I 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 withthe 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 multi-zone conference, a meeting of a committee of RI or of Rotary GB&I, 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; or

(4) is present at the usual time and place of a regular meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or

(5) attends and participates in a club service project or a club-sponsored community event or meeting authorised by the council; or

(6) attends a council meeting or, if authorised by the council, a meeting of a service committee to which the member is assigned; or 

(7) participates through a club website 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 such attendance shall count as a valid make-up for any regular meeting missed during the member's time abroad.

(b) At the Time of the Meeting If, at the time of the meeting, the member is

(1) travelling with reasonable directness to or from one of the meetings specified in subsubsection (a) (3) of this section; or 

(2)   serving as an officer or member of a committee of RI or of Rotary GB&I, or a trustee of The Rotary Foundation; or

(3) serving as the special representative of the district governor in the formation of a new club; or

(4) on Rotary business in the employ of RI or Rotary GB&I; or 

(5) directly and actively engaged in a district- sponsored or RI or Rotary Foundation-sponsored service project in a remote area where making up attendance is impossible; or

(6) engaged in Rotary business duly authorised by the council 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 meetings of a designated club at the site of the assignment will replace attendance at the meetings 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 the council. The council may excuse a member's absence for reasons which it considers to be good and sufficient.

(b) the aggregate of the member's years of age and years of membership in one or more clubs is 85 years or more and the member has notified the clubsecretary in writing of the member's desire to be excused from attendance and the council 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 Record Any member whose absences are excused under the provisions of subsection 3(b) or section 4 of this article shall not be included in the membership figure used to compute this club's attendance.

Article 10: Officers and Council Members Section 1 - Governing Body The governing body of this club shall be the council constituted as the By- laws may provide.

Section 2 - Authority The council shall have general control over all officers and committees and, for good cause, may declare any office vacant.

Section 3 - Council Action Final The decision of the council 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 council shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the council, 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, a president-elect, the immediate past president, one or more vice-presidents, a secretary and a treasurer, all of whom shall be members of the council.

Section 5 - Election of Officers

(a) Terms of Officers other than President

Each officer shall be elected as provided in the By- laws. 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 By-laws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking 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 as president. The president shall take office on 1 July and shall serve for a period of one (1) year or until a successor has been duly elected and qualified.

(c) Qualifications each officer and council member 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 shall report back to the president-elect. If the president-elect does not attend the presidents-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

Every member shall pay an admission fee and annual dues as prescribed in the By-laws, except that any transferring or former member of another club who is accepted into membership of this club pursuant to article 7, section 4 shall not be required to pay a second admission fee. A Rotaractor who ceased to be a member of Rotaract within the preceding 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 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:

the council 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;

the council 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.

(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 council. However, the council may extend an honorary membership for an additional period. The council 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 the prescribed 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 council.

(b) Reinstatement The council 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% of club regular meetings in each half of the year;

(2) attend at least 30% of this club's regular  meetings in each half of the year (assistant governors, as defined by the board of directors of RI, shall be excused from this requirement).

If a member fails to attend as required, the member's membership shall be subject to termination unless the council consents to such non- attendance for good cause.

(b) Consecutive Absences Unless otherwise excused by the council for good and sufficient reason or pursuant to article 9, sections 3 or 4, each member who fails to attend or make up four consecutive regular meetings, shall be informed by the council that the member's non-attendance may be considered a request to terminate membership in this club. Thereafter, the council, by a majority vote, may terminate the member's membership.

Section 5 - Termination - Other Causes

(a) Good Cause The council 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 council members, at a meeting called for that purpose. The guiding principles for this meeting shall be Article 7, Section 1, and 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 council. The member shall have the right to appear before the council to state the member's case. Notice shall be by personal delivery or by registered letter to the member's last known address.

(c) Filling Classification When the council has terminated the membership of a member 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, the number of members under the said classification would remain within provided limitations even if the council'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 council'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 council 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.

(c) Mediation or Arbitration The procedure utilised for mediation or arbitration shall be as provided in article 16.

(d) Appeal If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration.

(e) 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 binding on all parties and shall not be subject to appeal.

(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 - Council Action Final Council action shall be final if no appeal to this club is taken and no arbitration is requested.

Section 8 - Resignation The resignation of any member from this club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the council 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. Section 10 - Temporary Suspension Notwithstanding any provision of this constitution, if in the opinion of the council

(a) credible accusations have been made that a member has refused or neglected to comply 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 membership of the member; and

(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 council considers should properly occur before such action is taken by the council; 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 council may, by a vote of not less than two-thirds of the council, temporarily suspend the member as aforesaid for such period and on such further conditions as the council determines, albeit for a period no longer than is reasonably necessary in all the circumstances.

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 club meeting 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.

(b) Appeals This club shall not direct appeals to clubs, peoples or governments, or circulate letters, speeches, or proposed plans for the solution of specific international 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 past achievements and focus on programmes of peace, understanding and goodwill in the community and throughout the world.

Article 14: Rotary Magazines

Section 1 - Mandatory Subscription Unless, in accordance with the By-laws of RI, this club 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 regional magazine approved and prescribed for this club by the board of directors of RI. 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 club from each member semi-annually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be determined by the board of directors of RI.

Article 15: Acceptance of Object and Compliance with Constitution and By-laws 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 the constitution and By-laws of this club, and on these conditions alone  is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and By-laws 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 council, arise between any current or former member(s), and this club, any club officer or the council, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall, upon a request to the secretary by any of the 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 council shall set a date for the mediation or arbitration, in consultation with the disputants, to be held within twenty-one (21) days after receipt of the request for mediation or arbitration.

Section 3 - Mediation

The procedure for such mediation shall be that recognised by an appropriate authority with national or state jurisdiction or be that recommended by a competent professional body whose recognised expertise covers alternative dispute resolution or be that recommended by way of documented  guidelines determined by the board of Rotary International 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 the governor's representative to appoint a mediator who is a member of a Rotary club and who has appropriate mediation skills and experience.

(a) Mediation Outcomes The outcomes or decisions agreed between the parties as a result of mediation shall be recorded and copies held by each party, the mediator(s) and one copy given to the council 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 call for further mediation if either party has retracted significantly from the mediated position.

(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 Rotary club may be appointed as umpire or as arbitrator.

Section 5 - Decisions 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 binding on all parties and shall not be subject to appeal.

Article 17: By-laws

This club shall adopt By-laws not inconsistent with the constitution and By-laws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such By-laws 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 utilisation 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, this constitution may be amended only by the council on legislation in the same manner as is established in the By-laws of RI for the amendment of its By-laws and as provided in article 13 of the Constitution of Rotary GB&I. 

Section 2 - Amending Article 2 and Article 3.  Article 2 (Name) and Article 3 (Locality of the Club) of the constitution shall be amended at any regular meeting of this club, a quorum 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 shall have been mailed to each member at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the General Council of Rotary GB&I for its approval and shall become effective only when so approved. The governor may offer an opinion to the General Council of Rotary GB&I regarding the proposed amendment.

RB Aug 2014