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Manual of Procedure

Rotary International Procedure

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RI BYLAWS — ARTICLES 4; 5<br />

5.040. Powers <strong>of</strong> the Board.<br />

5.040.1. Directs and Controls the Affairs <strong>of</strong> RI.<br />

The board directs and controls the affairs <strong>of</strong> RI by:<br />

(a) establishing policy for the organization;<br />

(b) evaluating implementation <strong>of</strong> policy by the general secretary; and<br />

(c) exercising such other powers conferred upon the board by the constitution,<br />

by the bylaws, and by the Illinois General Not-for-Pr<strong>of</strong>it Corporation Act <strong>of</strong><br />

1986, and any amendments thereto.<br />

5.040.2. Controls and Supervises Officers and Committees.<br />

The board shall exercise control and supervision over all <strong>of</strong>ficers, <strong>of</strong>ficers-elect,<br />

<strong>of</strong>ficers-nominee, and committees <strong>of</strong> RI. The board may remove an <strong>of</strong>ficer, <strong>of</strong>ficerelect,<br />

<strong>of</strong>ficer-nominee, or committee member for cause following a hearing. The<br />

person to be removed must be provided written notice containing a copy <strong>of</strong> the<br />

charges at least 60 days before the hearing thereon. Such notice shall specify the<br />

time and place <strong>of</strong> such hearing and shall be served personally, by mail, or other<br />

rapid means <strong>of</strong> communication. At the hearing, such person may be represented by<br />

counsel. A vote to remove such <strong>of</strong>ficer, <strong>of</strong>ficer-elect, <strong>of</strong>ficer-nominee, or committee<br />

member must be passed by a two-thirds vote <strong>of</strong> the entire board. The board shall<br />

also have the additional powers provided in section 6.100.<br />

5.040.3. Oversight <strong>of</strong> the Implementation <strong>of</strong> the RI Strategic Plan.<br />

Each director shall oversee the implementation <strong>of</strong> RI’s strategic plan within the<br />

zone from which the director was elected and the alternate/paired zone.<br />

5.050. Meetings <strong>of</strong> the Board.<br />

5.050.1. Time, Place, and Notice.<br />

The board shall meet at such times and places as it may determine or upon the<br />

call <strong>of</strong> the president. Notice <strong>of</strong> meetings shall be given by the general secretary to<br />

all directors at least 30 days preceding the commencement <strong>of</strong> the meeting unless<br />

such notice is waived. At least two meetings <strong>of</strong> the board shall be held in each<br />

year. In lieu <strong>of</strong> in-person meetings, the use <strong>of</strong> teleconferencing, internet, and other<br />

communications equipment may be utilized for an <strong>of</strong>ficial meeting <strong>of</strong> the board.<br />

5.050.2. Quorum.<br />

A majority <strong>of</strong> the board members shall constitute a quorum for the transaction<br />

<strong>of</strong> all business except for items requiring a larger vote as provided for in the RI<br />

constitution or bylaws.<br />

5.050.3. First Meeting <strong>of</strong> Year.<br />

The incoming board shall meet immediately following the annual convention. The<br />

incoming president shall designate the time and place <strong>of</strong> such meeting. The actions<br />

taken at such meeting must be approved by the board on or after 1 July at a meeting<br />

or by one <strong>of</strong> the methods described in section 5.060., and shall be effective only<br />

after such approval.<br />

137

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