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Manual of Procedure

Rotary International Procedure

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THE ROTARY FOUNDATION BYLAWS — ARTICLES V; VI; VII<br />

Section 5.10 — Other Duties. In addition to the foregoing enumerated duties and<br />

powers, the several <strong>of</strong>ficers <strong>of</strong> the corporation shall perform such other duties<br />

and exercise such other powers in accord with these bylaws, as the trustees<br />

may from time to time delegate or determine, or as may be assigned to them by<br />

the chairman or any other superior <strong>of</strong>ficer. Any <strong>of</strong>ficer acting on behalf <strong>of</strong> the<br />

trustees shall report such action to the trustees at their next scheduled meeting.<br />

Article VI Committees<br />

Section 6.1 — Number and Term. The trustees <strong>of</strong> the corporation shall establish<br />

committees, and prescribe the duties and authority <strong>of</strong> such committees, as they<br />

from time to time may determine is in the best interests <strong>of</strong> the corporation. The<br />

number <strong>of</strong> members on the committees and the term <strong>of</strong> membership shall be as<br />

determined by the trustees, provided that no committee shall have and exercise<br />

the authority <strong>of</strong> the trustees in the management <strong>of</strong> the corporation unless a<br />

majority <strong>of</strong> the members <strong>of</strong> the committee are trustees.<br />

Section 6.2 — Membership. The chairman shall appoint the members <strong>of</strong> the<br />

committees and any subcommittees there<strong>of</strong>, and shall also designate the<br />

chairman <strong>of</strong> each committee and subcommittee. Each committee shall consist<br />

<strong>of</strong> at least two trustees.<br />

Section 6.3 — Meetings. Committees and subcommittees shall meet at such times<br />

and places and upon such notice as may be determined by the chairman <strong>of</strong> the<br />

trustees. A majority <strong>of</strong> the membership <strong>of</strong> the committee shall constitute a<br />

quorum, and the act <strong>of</strong> a majority <strong>of</strong> the members present at a meeting at which a<br />

quorum is present shall be the act <strong>of</strong> the committee.<br />

Section 6.4 — Standing Committees. Unless otherwise provided by majority vote<br />

<strong>of</strong> the trustees present at the annual meeting or other meeting, the corporation<br />

shall have an executive committee, a finance committee, a programs committee,<br />

a development committee, and a stewardship committee. Each committee shall<br />

have such membership and duties as may be set forth by the trustees from time<br />

to time.<br />

Section 6.5 — Temporary Committees. The chairman <strong>of</strong> the trustees may, from<br />

time to time, establish temporary ad hoc committees and appoint the members<br />

and chairmen there<strong>of</strong>. These committees may contain trustees, who shall always<br />

have voting rights, and/or non-trustees, who may be voting members or not at the<br />

discretion <strong>of</strong> the chairman <strong>of</strong> the trustees.<br />

Article VII<br />

Joint Committee <strong>of</strong> Trustees and Directors <strong>of</strong> the Corporate Member<br />

Section 7.1 — Membership and Term. As a means <strong>of</strong> maintaining mutual<br />

understanding and cooperation between the trustees and the directors <strong>of</strong> the<br />

corporate member, a joint committee <strong>of</strong> trustees and directors <strong>of</strong> the corporate<br />

member shall be established and maintained. The committee shall consist <strong>of</strong><br />

between three (3) and five (5) directors <strong>of</strong> the corporate member and an equal<br />

number <strong>of</strong> trustees. The directors shall be appointed by the president <strong>of</strong> the<br />

corporate member, and the trustees shall be appointed by the chairman <strong>of</strong> the<br />

trustees. Members <strong>of</strong> the committee shall serve for one year terms and may be<br />

reappointed.<br />

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