Bylaws

ROTARY INTERNATIONAL DISTRICT 5130

BYLAWS
Revised April 26, 2015

Article I
Statement of Organization


1. The name of this organization shall be Rotary International District
5130.
2. The purpose of the organization is to support the Rotary clubs of
the district in their pursuit of programs and activities that promote The
Object of Rotary and Rotary’s core values of Service, Fellowship,
Integrity, Diversity and Leadership.
3. These bylaws, together with amendments subsequently adopted,
the Constitution of Rotary International, the Bylaws of Rotary
International, and the most recent Rotary International Manual of
Procedure shall constitute the legislation governing the administration
of District 5130, and shall replace and supersede any and all
legislation previously enacted by District 5130.
4. Membership will be the Rotary clubs within the boundaries of
District 5130.


Article II
District Governor


1. The qualifications for District Governor are as defined by Article 15,
Section 15.080 of the Bylaws of Rotary International.
2. The duties of District Governor are as defined by Article 15,
Section 15.090 of the Bylaws of Rotary International.
3. The District Governor of District 5130 shall have these additional
duties:
a. Supervise a district office at such a location as the district has
established. The District Board of Directors will be responsible for
maintaining the official files of the district electronically or otherwise
including all District Records and Reports Regarding The Rotary
Foundation programs, projects and committees
b. The District Governor shall pass the office files, together with any
district-owned properties, to the District Governor’s successor after
the close of the District Governor’s term of office.

Article III
Nomination and Election of the District Governor


1. The qualifications for District Governor-Nominee are as defined by
Article 15, Section 15.070 of the Bylaws of Rotary International.
2. The district shall select a Nominee for governor in accordance with
Article 13 of the Bylaws of Rotary International.
3. District 5130 shall select its governor-Nominee at least twenty-four
months prior and not more than thirty-six (36) months prior to he
or she taking office and shall utilize the nominating committee
procedure set forth herein.
4. (Amended May 2014) The District Governor Nominating
Committee shall consist of nine members. The Chair of the
committee will be the Past District Governor whose term of office
would define him/her as most senior. Committee membership
shall be:
(1) The three (3) most immediate Past District Governors. Should
one of the Past District Governors be unable to serve, then the
next PDG in reverse order of seniority shall be asked to serve,
until one is seated.
(2) The current District Governor, who shall serve as a non-voting
member except in the event of a tie.
3) The current District Governor-Elect.
(4) The current District Governor-Nominee.
(5) Three (3) at-large committee members. At-large committee
members must meet the following qualifications:
a) Be a member in good standing in his/her Club;
b) Be a past or current President of their Club;
c) Have attended at least 3 district events in the past 5 years and 1 in
the past year;
d) Have at least 5 years of membership in Rotary.
(6) A Rotarian cannot serve as an at-large member for any of the
following reasons:
a) He/she is a Past District Governor or District Governor-Designate
b) He/she is a fellow Club member of an applicant for District
Governor. (This will be determined after applications are
received.)
c) He/she is an immediate relative to an applicant, or has any other
conflict of interest that would raise the questions of fairness. (This
will be determined by the Chair of the Committee after
applications are received. The determination of "other conflict of
interest" may be reviewed by the six ex-officio members of the
committee).
(7) The procedure for selection of at-large members will be as
follows:
a) All clubs in the District will participate in a lottery to select an atlarge
member except as noted in section 7b.
b) Clubs that are already represented on the committee by a PDG,
DG, DGE or DGN will not be eligible for the current selection year.
c) The current Committee Chair will draw, by lot, at the annual District
Conference Business meeting, the names of 6 eligible Clubs. In
order of draw, the members of the first three Clubs drawn will be
selected to serve, with the last three to serve as Alternates. The
clubs drawn will then, within sixty days of the conference, submit
to the committee chair their selection for an at-large member.
d) After applications are received, if any of the selected first three
members are deemed ineligible due to Club affiliation,
relationship or potential conflict of interest as noted in Section 6
above, or if the club is unable to select a committee member, then
the alternates will be selected in order of draw until a total of three
are seated.
(8) Any member who serves as an at-large committee member will be
ineligible to apply for the position of District Governor for the next
two consecutive Rotary Terms.
5. Duties of the Nominating Committee are to review the qualifications
of the candidates proposed by the clubs of the district, and in the
event none of the candidates proposed is properly qualified to
serve as District Governor under the Constitution and By-laws of
Rotary International as set forth in Article 15, Section 15.070 of
the Bylaws of Rotary International or in the event no proposals
are submitted, to seek from the clubs of the district a candidate
whose qualifications so comply.
6. The Nominating Committee shall meet at an appropriate time and
place to personally interview candidates submitted by the clubs
and to select one of the candidates as District Governor Nominee
for the Rotary year that begins not less than 24 and not more
than 36 months from the selection. The method of reporting the
selection of a District Governor Nominee shall be as follows: No
member of the Nominating Committee shall in any way discuss or
report the deliberations or conclusions of the committee with any
person other than members of the committee except as follows:
a. The Chair of the committee shall report the conclusions of the
committee to the District Governor who shall communicate with
the successful candidate.
b. The District Governor shall then notify the unsuccessful candidates
and their clubs of the said nomination, also advising them that no
publication of the nomination be made until the District Governor
closes nominations.
c. The District Governor shall notify the member clubs of the district of
the nomination of the candidate within 72 hours of receiving
notice from the nominating committee of the selection and shall
announce the date after which further proposals may no longer be
made which shall be not more than14 days after said publication
of the nominating committees choice to the clubs.
d. The Chair of the Nominating Committee or the District Governor
shall make an oral report to the District Conference as to the final
selection of the District Governor Nominee.
 

Article IV
Directors


1. The corporation (District 5130) shall have nine (9) directors and
collectively they shall be known as the board directors. The
directors of the district corporation shall include the current
District Governor; the District Governor-Elect; the District
Governor-Nominee; the two most immediate past District
Governors who served in this district and are able to so serve; the
current district secretary and current district treasurer (both of
whom shall be non-voting members) and two (2) at-large
members who have served a full term as Club President within
the district, who are current members of an active club in the
district appointed by the District Governor. The at-large members
shall serve a one-year term and shall be selected from the
following areas; provided that the selection is not to be from the
same area that the appointing District Governor is from: (1)
Sonoma County (2) from Napa, Lake & Mendocino Counties and
(3) from Humboldt and Del Norte Counties.
2. Subject to the provisions of the California Nonprofit Social Welfare
Corporation law, the bylaws of Rotary International, the policies of
Rotary International set forth in the current Manual Of Procedure
and any limitations in the articles of incorporation and bylaws
relating to action required or permitted to be taken or approved by
the members of this corporation, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be
exercised by or under the direction of the board of directors.
3. It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or
individually by law, by the articles of incorporation of this
corporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as
otherwise provided in these bylaws or the bylaws and policies of
Rotary International, prescribe the duties and fix the
compensation, if any, of all officers, agents, and employees of the
corporation;
c. Supervise all officers, agents, and employees of the corporation to
assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws; and
e. Register their addresses with the secretary of the corporation for
notices of meetings sent by mail or telecommunication to them at
such addresses shall be valid notices thereof.
4. Each director shall hold office until the next annual meeting for
election of the board of directors as specified in these bylaws,
and until his or her successor is elected and qualifies.
5. Directors shall serve without compensation except that they shall
be allowed and paid their actual and necessary expenses
incurred in attending directors meetings. In addition, they shall be
allowed reasonable advancement or reimbursement of expenses
incurred in the performance of their regular duties as specified in
3. of this Article IV. Directors may not be compensated for
rendering services to the corporation in any capacity other than
director unless such other compensation is reasonable and is
allowable under the provisions in section 3. of this Article IV.
6. Meetings shall be held in a location designated by the District
Governor or presiding Committee Officer within or without the
State of California. All board of directors members must be given
written notice of the meeting as hereinafter provided in this Article
IV, 6.c.for special meetings of the board of directors. Any meeting,
regular or special, may be held by conference telephone,
electronic video screen communication, or other communications
equipment. Participation in a meeting through use of conference
telephone or electronic video screen constitutes presence in
person at that meeting so long as all directors participating in the
meeting are able to hear or see one another, able to immediately
participate and have been identified as entitled to vote.
a. Regular meetings of directors shall be held quarterly in conjunction
with District 5130 Administrative Staff meetings at a time and
place to be designated by the President who shall be the Chief
Executive Officer, Chairperson and Governor of District 5130. At
the annual meeting of the member clubs held at the annual
district conference, at large directors shall be elected by the
member clubs in accordance with section 1. of Article IV above;
b. Special meetings of the board of directors may be called by the
chairperson of the board of directors, (District Governor), the vice
president (District Governor elect), the secretary, or by any two
directors, and such meetings shall be held at the place, within or
without the State of California, designated by the person or
persons calling the meeting, and in the absence of such
designation, at the principal office of the corporation;
c. Regular meetings of the board of directors may be held without
notice. Special meetings of the board of directors shall be held
upon four (4) days' notice by first-class mail or forty-eight (48)
hours' notice delivered personally or by telecommunication. If
sent by mail or telecommunication, the notice shall be deemed to
be delivered on its deposit in the mails or on its delivery via
telecommunications. Such notices shall be addressed to each
director at his or her address as shown on the books of the
corporation. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and
place of the adjourned meeting are fixed at the meeting adjourned
and if such adjourned meeting is held no more than twenty-four
(24) hours from the time of the original meeting. Notice shall be
given of any adjourned regular or special meeting to directors
absent from the original meeting if the adjourned meeting is held
more than twenty-four (24) hours from the time of the original
meeting;
d. Notice of meetings not herein dispensed with shall specify the
place, day, and hour of the meeting. The general purpose of any
board of directors meeting shall be specified in an agenda
provided with the meeting notice;
e. The transactions of any meeting of the board of directors, however
called and noticed or wherever held, are as valid as though the
meeting had been duly held after proper call and notice, provided
a quorum, as hereinafter defined, is present and provided that
either before or after the meeting each director not present signs
a waiver of notice, a consent to holding the meeting, or an
approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part
of the minutes of the meeting;
f. A quorum shall consist of a majority of the directors. Except as
otherwise provided in these bylaws or in the articles of
incorporation of this corporation, or by law, no business shall be
considered by the board of directors at any meeting at which a
quorum, as hereinafter defined, is not present, and the only
motion which the chair shall entertain at such meeting is a motion
to adjourn. The directors present at a duly called and held
meeting at which a quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the meeting due
to a withdrawal of directors from the meeting, provided that any
action thereafter taken must be approved by at least a majority of
the required quorum for such meeting or such greater percentage
as may be required by law, or the articles of incorporation or
bylaws of this corporation;
g. Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the
act of the board of directors, unless the articles of incorporation or
bylaws of this corporation, or provisions of the California Nonprofit
Public Benefit Corporation Law, particularly those provisions
relating to appointment of committees (Section5212), approval of
contracts or transactions in which a director has a material
financial interest (Section 5233), and indemnification of directors
(Section 5238e), require a greater percentage or different voting
rules for approval of a matter by the board of directors;
h. Meetings of the board of directors shall be presided over by the
chairperson of the board of directors who shall be the District
Governor, or, in his or her absence, by the vice president of the
corporation or, in the absence of each of these persons, by a
chairperson chosen by a majority of the directors present at the
meeting. The secretary of the corporation shall be the District
Secretary and act as secretary of all meetings of the board of
directors, provided that, in his or her absence, the presiding
officer shall appoint another person to act as secretary of the
meeting. Meetings shall be governed by Roberts Rules of Order
as such rules may be revised from time to time, insofar as such
rules are not inconsistent with or in conflict with these bylaws,
with the articles of incorporation of this corporation, or with
provisions of law; and
i. Any action required or permitted to be taken by the board of
directors under any provision of law may be taken without a
meeting, if all members of the board of directors shall individually
or collectively consent in writing, or telecommunications, to such
action. For the purposes of this Section only, “all members of the
board of directors” shall not include any “interested director” as
defined in Section 5233 of the California Nonprofit Public Benefit
Corporation Law. Such written consent or consents shall be filed
with the minutes of the proceedings of the board of directors.
Such action by written consent shall have the same force and
effect as the unanimous vote of the directors. Any certificate or
other document filed under any provision of law which relates to
action so taken shall state the action was taken by unanimous
written consent of the board of directors without a meeting and
that the bylaws of this corporation authorize the directors to so act,
and such statement shall be prima facie evidence of such
authority.
7. Vacancies on the board of directors shall exist (1) on the death,
resignation, or removal of any director and (2) whenever the
number of authorized directors is increased. The board of
directors may declare vacant the office of a director who has
been declared of unsound mind by a final order of court, or
convicted of a felony, or been found by a final order or judgment
of any court to have breached any duty under Section 5230 and
following of the California Nonprofit Public Benefit Corporation
Law. Any director may resign effective upon giving written notice
to the president, the secretary, or the board of directors, unless
the notice specifies a later time for the effectiveness of such
resignation. No director may resign if the corporation would then
be left without a duly elected director or directors in charge of its
affairs, except upon notice to the California attorney general.
Vacancies on the board of directors may be filled by approval of
the board of directors or, if the number in office is less than a
quorum, by (1) the unanimous written consent of the directors
then in office, (2) the affirmative vote of a majority of the directors
then in office at a meeting held pursuant to notice or waivers of
notice complying with this Article of these bylaws, or (3) a sole
remaining director. Vacancies created by the removal of a director
may be filled only by the approval of the members. The members
of this corporation may elect a director at any time to fill any
vacancy not filled by the directors in the manner set forth for the
selection of a District Governor by mail ballot as set forth in
section 13.010 of the Rotary International Bylaws. A person
elected to fill a vacancy as provided by this Section shall hold
office until the next annual election.
 

Article V
Officers


1. The officers of the corporation shall be the District Governor as
president and chairperson of the board of directors, the District
Governor-Elect as First-Vice-president, the District Governor
Nominee as Second-Vice President the District Secretary shall be
the secretary, and the District Treasurer who shall be chief
financial officer and designated the treasurer. The corporation
may also have, as determined by the board of directors, one or
more vice presidents, assistant secretaries, assistant treasurers,
or other officers. Any number of offices may be held by the same
person except that neither the secretary nor the treasurer may
serve as the president or chairperson of the board of directors.
2. Only Rotarians who are members of clubs in District 5130 may
serve as an officer of this corporation.
3. The nominating procedure for Governor who shall serve as
Chairperson of the Board of directors and President of this
corporation is set forth in Article III above.
4. Officers other than the Board President and Chairperson, shall be
elected by the board of directors, at any time, and each officer
shall hold office until he or she resigns, is removed, or is
otherwise disqualified to serve, or until his or her successor shall
be elected and qualified, whichever occurs first.
5. Any officer other than the District Governor as President and
Chairperson, the District Governor-Elect as First-Vice-president
and the District Governor Nominee as Second-Vice President
may be removed, for cause or without cause, by the board of
directors, at any time. Any officer may resign at any time by giving
written notice pursuant to Article IV, 7 to the board of directors or
to the president or secretary of the corporation. Any such
resignation shall take effect at the date of receipt by the board of
directors of such notice or at any later date specified therein, and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The above
provisions of this Section shall be superseded by any conflicting
terms of a contract which has been approved or ratified by the
board of directors relating to the employment of any officer of the
corporation.
6. Any vacancy caused by the death, resignation, removal,
disqualification, or otherwise, of any officer shall be filled by the
board of directors unless otherwise provided in these bylaws or
the bylaws and policies of Rotary International. In the event of a
vacancy in any office other than that of president, such vacancy
may be filled temporarily by appointment by the president until
such time as the board of directors shall fill the vacancy.
Vacancies occurring in offices of officers appointed at the
discretion of the board of directors may or may not be filled as the
board of directors shall determine.
 

Article VI
Duties of Officers


1. The president shall be the chief executive officer of the corporation
and will, subject to the control of the board of directors, supervise
and control the affairs of the corporation and the activities of the
officers. He or she will perform all duties incident to his or her
office and such other duties as may be required by law, by the
articles of incorporation of this corporation, or by these bylaws, or
which may be prescribed from time to time by the board of
directors. Unless another person is specifically appointed as
chairperson of the board of directors, he or she will preside at all
meetings of the board of directors. If applicable, the president will
preside at all meetings of the members. Except as otherwise
expressly provided by law, by the articles of incorporation, or by
these bylaws, he or she will, in the name of the corporation,
execute such deeds, mortgages, bonds, contracts, checks, or
other instruments which may from time to time be authorized by
the board of directors.
2. In the absence of the president, or in the event of his or her
inability or refusal to act, the First vice president, or if he or she is
unable, the Second vice president will perform all the duties of the
president, and when so acting will have all the powers of, and be
subject to all the restrictions on, the president. The vice
presidents will have other powers and perform such other duties
as may be prescribed by law, by the articles of incorporation, or
by these bylaws, or as may be prescribed by the board of
directors.
3. The secretary will: Certify and keep at the principal office of the
corporation the original or a copy of these bylaws as amended or
otherwise altered to date. Keep at the principal office of the
corporation or at such other place as the board of directors may
determine, a book of minutes of all meetings of the directors, and,
if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, whether regular
or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the
proceedings thereof. See that all notices are duly given in
accordance with the provisions of these bylaws or as required by
law. Be custodian of the records and these bylaws. Keep at the
principal office of the corporation a membership book or
electronic file containing the name and address of each member,
and, in the case where any membership has been terminated, the
secretary will record such fact in the membership book together
with the date on which such membership ceased. Exhibit at all
reasonable times to any director of the corporation, or to his or
her agent or attorney, on request therefor, the bylaws, the
membership book, and the minutes of the proceedings of the
directors of the corporation. In general, perform all duties incident
to the office of secretary and such other duties as may be
required by law, by the articles of incorporation of this corporation,
or by these bylaws, or which may be assigned to him or her from
time to time by the board of directors.
4. Subject to the provisions of these bylaws under Article IX and the
delegation of responsibilities to District committees under Article
IX.14. herein the treasurer will: Have charge and custody of, and
be responsible for, all funds and securities of the corporation, and
deposit or cause to be deposited all such funds in the name of the
corporation in such banks, trust companies, or other depositories
as shall be selected by the board of directors. Receive, and give
receipt for, monies due and payable to the corporation from any
source whatsoever. Disburse, or cause to be disbursed, the funds
of the corporation as may be directed by the president, or the
board of directors, taking and retaining proper vouchers for such
disbursements. Keep and maintain adequate and correct
accounts of the corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses. Exhibit at all reasonable times
the books of account and financial records to any director of the
corporation, or to his or her agent or attorney, on request thereof.
Render to the president and directors, whenever requested, an
account of any or all of his or her transactions as treasurer and of
the financial condition of the corporation. Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports. In general,
perform all duties incident to the office of treasurer and such other
duties as may be required by law, by the articles of incorporation
of the corporation, or by these bylaws, or which may be assigned
to him or her from time to time by the board of directors.
 

Article VII
RI Bylaws Conformity


Where any provision of the corporate documents of the incorporated
district is not in conformity with the constitution, bylaws, or
policies of RI, the terms of the constitution, bylaws or policies of
RI shall prevail at all times.


Article VIII
Budget and Finance Committee


1. The district’s Budget and Finance Committee shall consist of
the members of the District Board of Directors, including the
District Treasurer.
District Governor, the District Governor-Elect, the District
Governor-Nominee, the District Governor Nominee-designate,
three (3) past District Governors of District 5130 who are active
members in good standing of clubs in the district, the district
treasurer who shall be appointed by the District Governor and
the District Governor-Elect. The Past District Governors are
appointed by the District Governors-Elect and serve three (3)
year terms on a staggered basis. The District Governor-Elect
shall appoint one of the past District Governors as chair of the
committee for a one (1) year term. This term may be extended
by the invitation of subsequent governors-Elect for a term of not
more than three (3) years.
2. Upon the selection of an incoming The District Treasurer shall be
identified by the District Governor Nominee and he/she shall
immediately begin attending the Budget and Finance Committee
as a non-voting member for the two year preceding taking office
as treasurer.
3. The Budget and Finance Committee shall meet at least quarterly,
offer input during the development of the district’s proposed
budget(s), review financial reports of income and expenditures,
and advise the governor, governor-Elect and governor-Nominee
concerning finances of the district.


Article IX
District Finances


1. District finances will be in accordance with, Article 15, Section
15.060 of the Bylaws of Rotary International.
2. The proposed district budget of estimated incomes and expenses
shall be distributed to all clubs at least one month prior to
Presidents-Elect Training Seminar (PETS) or the district
assembly.
3. The financing of district expenses shall be provided through a per
capita levy on the members of all clubs in the district called
“district dues.” On the basis of the proposed budget, the Budget
and Finance Committee shall recommend the amount of the per
capita levy on the members of all clubs in the district which shall
include a $10.00 per member assessment for the annual district
conference.
4. The District Governor-Elect shall present the proposed district
budget to a meeting of the club presidents-Elect at PETS or the
district assembly for final approval of three quarters (3/4) of those
incoming presidents present and voting.
5. The budget shall be broken into two separate parts: one in respect
to district operations and one in respect to district service
programs. The budget shall stand as the limit of expenditures for
these purposes, unless otherwise amended by the Budget and
Finance Committee.
6. Estimated incomes and expenses for specific programs will be
included in the district budget statement. It is the practice of the
district that program expenses are covered by program income
unless previously approved by the District Governor. Any excess
of income will be allocated to the district’s operations account.
7. All funds collected shall be deposited into account(s) in the name
of the district that have been authorized by the Budget and
Finance Committee.
8. The district treasurer shall establish interest-bearing reserve
accounts, collectively known herein as the District Reserve Funds
as approved by the District Budget and Finance Committee, with
the total reserve amount not less than one-half (1/2) of the current
annual approved budget. A request for use of reserve funds by
the District Governor shall be reviewed and approved by the
Budget and Finance Committee. The Budget and Finance
Committee may by majority vote to advance funds as needed by
the District Governor Nominee or District Governor Elect from the
Reserve Accounts. The purpose of the District Reserve Fund is to
provide funds for emergency expenditures, provide funds to offset
expenditures required prior to monies collected during the
fiscal year of the District Governor, and to provide funds for
exceptional expenses. District Reserve Funds shall hereby be
administered by the Budget and Finance Committee. The Budget
and Finance Committee shall administer secure but profitable
investment of District Reserve Funds. The District Reserve Fund
shall include three sections with the following criteria:
a. The Emergency Fund - This part of the District Reserve Funds
shall be for unforeseen, unusual, irregular, necessary expenses
of the District. It includes the following specific occurrences: (1)
Natural disasters that cancel or impact District events which have
incurred financial obligations, (2) Non-insurance covered litigation,
(3) Public relations emergencies, (4) Disastrous results of a
District endeavor, (5) Other unexpected emergency expenses as
designated by the Finance Committee. The emergency fund shall
be not less than fifty percent (50%) of the previous year’s
operating income from per capita dues interest, and Rotary
International allotment.
b. The Loan Fund - This fund will be used to advance monies to the
DGN and DGE for expenditures that are due prior to his / her year
as District Governor but are not budgeted until per capita dues
are collected. This fund shall be available to advance money for
PETS and District Assembly expenses, insurance, directory
printing, Zone Institute expenses, and other necessary items as
designated by the Finance Committee. This fund shall be
maintained at an amount determined by the Budget and Finance
Committee and approved by the Board of Directors sufficient to
provide necessary operating funds for the District Governor
Nominee (DGN) and District Governor elect (DGE). Each DGN
and/or DGE shall establish a bank account upon receiving their
initial advance of district reserve funds and maintain the account
until such time as the District Governor has submitted a final
accounting to the Budget and Finance committee. The sitting
District Governor will repay the advances by August 31st of their
District Governor year from collections of per capital dues.
c. The General Fund - This fund consists of the remaining District
Reserve Funds after setting aside the maximum amount
stipulated by the emergency fund and the amount maintained in
the loan fund. This fund shall be available for capital expenses,
special events, dues reduction or prevention of dues increases as
designated by the Budget and Finance Committee, in consultation
with the Presidents of the Clubs of the District at PETS, The
District Assembly, or, in special circumstances, by mail or
electronic mail.
9. No individual, except the District Governor and/or the District
Treasurer, shall be responsible for receiving, recording, and
depositing District Reserve Funds. No individual, except the
District Governor and/or the District Treasurer, shall be permitted
to request, authorize, verify, and record expenditures.
10. The expenditure of district funds from the current District
Governor’s Account, held in the district’s name shall be
supervised by the District Governor jointly with another member
of the district finance committee, preferably the treasurer when
available. All bills shall be paid by the treasurer or other
authorized officer from that account only when approved by the
District Governor. Any monies paid from the District Governor
Nominee or District Governor Elect from individual accounts must
be reported to the Budget and Finance Committee.
11. The fiscal year of the district shall extend from July 1 to June 30.
12. The payment of per capita dues are due July 1 of each year. The
payment of these dues shall be made within thirty days on receipt
of the invoice on the basis of the membership of the clubs on
those dates. A late fee surcharge of 10% will be applied to all
dues not received by the District Treasurer within 90 days of the
due date specified herein. On the first day of July and on the first
day of January in each year, each club shall certify to the district
the total number of its active members on such date. This will be
executed by transmitting to the District Governor a copy of the
semi-annual report transmitted to Rotary International for said
period.
13. An annual statement and report of the district’s finances shall be
independently reviewed by a qualified accountant or district audit
committee as set forth in RIB section 15.060.4 and provided to
each club in the district within three six months of the completion
of the governor’s year in office. This report will be presented for
discussion and adoption at the next district conference. This
annual statement and report shall include but not be limited to
details of:
a. all sources of district funds (RI, The Rotary Foundation, District and
Club);
b. all funds received by or on behalf of the district from fundraising
activities;
c. grants received from The Rotary Foundation or funds of The Rotary
Foundation designated by the district for use;
d. all financial transactions of district committees;
e. all financial transactions of the governor by or on behalf of the
district;
f. all expenditures of district funds; and
g. all funds received by the governor from RI.
14. The Budget and Finance Committee shall maintain a separate
accounting of all monies allocated to the various district
committees and district projects. Such funds include, but are not
limited to, RYLA, Youth Exchange, Disaster Relief, Foundation
Dinners, Group Study Exchange, Interact, Rotaract, District
Conference, and other district committees. Such funds shall be
used only for the purpose for which they were specified and as
approved by the Budget and Finance Committee. Requests from
these committees to transfer their surplus funds for operations in
subsequent years shall be honored. Committees shall be allowed
to have separate money accounts, provided that: Committee
chairs must ensure that :
a. The District Treasurer, or the senior member of the Finance
Committee, shall be an additional signatory on every account
(and be individually empowered to close said account);
b. The District Treasurer shall receive a full accounting of the
activities of the committee, including quarterly financial
statements, listing of all income and disbursements, copies of all
bank statements and paid invoices no later than 30 days after the
end of each quarter);
c. No District monies shall be provided to any committee unless the
District Governor has received the accounting and statements set
forth in section IX b. above for the current year and, if applicable
the accounting and statements for the previous year; and
d. An annual report documenting the meetings held by the committee
and / or written actions taken by the committee must be provided
to the District Secretary, as soon as practicable after the close of
the Rotary year, but in no case beyond 30 days after the close of
the Rotary year.
e. Each committee that has the authority to raise money on behalf of
the district activities or spend money on behalf of the district shall
submit its committee approved budget to the Budget and Finance
Committee for prior authorization by the District to raise or expend
such funds.
15. At July 1 of each year the outgoing District Governor shall transfer
all “rollover” and “allocated” funds to the District Budget and
Finance Committee, withholding only such funds as are
necessary to pay any remaining debts or obligations incurred
during his or her year. Subsequently, at the time the year end
statement is submitted the District Governor will deliver to the
Budget and Finance Committee all the funds remaining in one or
more checks that will close out the year. If there is a deficit, it will
be noted and the Budget and Finance Committee will meet to
determine a course of action. The rollover and remaining funds
shall be considered District Reserve Funds.
16. Each year the District Treasurer who has served as treasurer for
the District Governor who has completed a period of time for
which a tax filing (State and/or Federal) is required shall prepare,
or have prepared, the District Income Federal and State Tax
filings by the due dates of the returns, including extensions. Such
Tax Returns shall be submitted to the Budget and Finance
Committee 30 days prior to filing the returns. The Budget and
Finance Committee shall review the Tax Returns and approve the
filing of the tax returns prior to the filing date.


Article X
Other Committees


1. The corporation shall have such other committees as may from
time to time be designated by resolution of the board of directors.
Such other committees may consist of persons who are not also
members of the board of directors. These additional committees
shall act in an advisory capacity to the board of directors only and
shall be clearly titled as "advisory" committees.
2. Meetings and action of such advisory committees shall be
governed by, noticed, held, and taken in accordance with the
provisions of these bylaws concerning meetings of the board of
directors, with such changes in the context of such bylaw
provisions as are necessary to substitute the committee and its
members for the board of directors and its members, except that
the time for regular meetings of committees may be fixed by
resolution of the board of directors or by the committee with the
advice and consent of the board of directors. The time for special
meetings of advisory committees may also be fixed by the board
of directors. The board of directors may also adopt rules and
regulations pertaining to the conduct of meetings of such
committees to the extent that such rules and regulations are not
inconsistent with the provisions of these bylaws as such bylaw
provisions as are necessary to substitute the committee and its
members for the board of directors and its members. The time for
special meetings of committees may also be fixed by the board of
directors. The board of directors may also adopt rules and
regulations pertaining to the conduct of meetings of committees to
the extent that such rules and regulations are not inconsistent
with the provisions of these bylaws.
3. By a majority vote of its members then in office, the board of
directors may at any time revoke or modify any or all of the
authority so delegated, increase or decrease but not below two
(2) the number of its members, and fill vacancies therein from the
members of the board of directors. Each such committee shall
keep regular minutes of its proceedings, cause them to be filed
with the corporate records, and report the same to the board of
directors from time to time as the board of directors may require.


Article XI
Advisory Council of Past District Governors


1. The Advisory Council of Past District Governors shall consist of the
District Governor, the District Governor-Elect, the District
Governor Nominee, the District Governor-Nominee-designate and
all past District Governors who have held office in District 5130 or
District 513. Past District Governors shall also include those who
have held office in another Rotary District. Widows, widowers,
spouses, and significant others of the Advisory Council of Past
District Governors are invited to meetings at the discretion of the
sitting District Governor. Expenses are generally borne by the
individual participants.
2. The District Governor may call an advisory council meeting of all
past District Governors at any time he/she feels is appropriate.
The chair will be the past District Governor who is five years out
of office. The time and location of the meeting shall be left to the
governor’s discretion. Traditionally there are two (2) council
meetings each year.
3. The purpose of such meetings is to inform past district leadership
of district and, Rotary International goals and activities, and
progress made toward their accomplishment.


Article XII
Resolutions Committee


1. The Resolutions Committee of District 5130 shall consist of a chair
appointed by the District Governor. When a resolution or district
voting situation arises, the chair shall select two (2) past District
Governors (with the approval of the District Governor) to serve on
the committee. Members of the committee must be active
members in good standing of Rotary clubs in District 5130.
2. The Resolutions Committee shall assure that the resolutions of
District 5130 are in conformity with the Constitution and Bylaws of
Rotary International.
3. At least thirty (30) days prior to the district conference the
Resolutions Committee shall distribute to all clubs of District 5130
all proposed resolutions to be voted on at the district conference
other than those of congratulatory or commendatory nature.
4. The Resolutions Committee shall conduct balloting at the district
conference as may be required. Such balloting will be in
accordance with, Article XV, Section15.050 of the Bylaws of
Rotary International.


Article XIII
Standing Committees


1. To carry out the goals of the district, the District Governor-Elect
shall appoint experienced Rotarians as chairs to each of the
following standing committees during his/her year as governor.
A. Public Relations
B. Membership Development and Extension
C. The Rotary Foundation
D. District Training
E. District Administration
F. Service Projects
G. District Conference
H. RI Convention Promotion
I. Interact
J. Club Development & Support
K. Rotaract
L. Rotary Youth Leadership Awards (RYLA)
M. Rotary Youth Exchange
N. Festival of Brotherhood
2. Each chair shall be an active member in good standing of a Rotary
club in District 5130.
3. The District Governor-Elect shall be involved in the appointments
to subcommittees under each of the standing committees. The
length of these appointments shall not exceed the Rotary year.
Members of these committees may be reappointed as desired by
the incoming District Governor.
4. As needs arise, the District Governor may appoint ad hoc
committees to accomplish specific tasks.
5. District committees should work with relevant Rotary International
and The Rotary Foundation committees or resource groups, as
well as Rotarians appointed by the Rotary International president
or trustee chair, to facilitate action at the district or club levels.
6. District committees should regularly report, no less than quarterly,
the status of their activities to the governor.
7. All committee members and chairs serve at the pleasure of the
current District Governor.


Article XIV
Senior Assistant Governors and Assistant Governors


1. As part of the District Leadership Plan, the governor-Elect shall
appointqualified, knowledgeable Rotarians as assistant governors
to provide administrative services and support to assigned clubs.
Additionally the governor-Elect may appoint senior or lieutenant
assistant governors to whom a number of assistant governors
report. Assistant governors and senior or lieutenant assistant
governors must be active members of Rotary clubs in good
standing in District 5130.
2. Assistant governors shall have completed a year as a president of
a Rotary club. Senior or lieutenant Assistant governors shall also
have completed at least one year as an assistant governor.
3. The qualifications and duties of assistant governors and their roles
and responsibilities are detailed in the Rotary Manual of
Procedure.
4. The senior or lieutenant assistant governors and assistant
governors are appointed for a one (1) year term and may not
serve more than three (3) consecutive terms. Service as a Senior
assistant governor and assistant governor are at the pleasure of
the District Governor.


Article XV
District Conference


1. The purpose of the annual district conference is to further the
Objects of Rotary through fellowship, inspirational addresses, and
the discussion of matters related to the affairs of the clubs and
the district. The conference should showcase successful club and
district programs and encourage interaction and dialogue as well
as to celebrate club and district achievements.
2. In planning the conference, the district conference committee shall
follow the requirements and recommendations as listed in the
Rotary Manual of Procedure.


Article XVI
District Assembly


1. The District Governor-Elect shall convene a district assembly for
the purpose of training incoming club presidents and club
members to serve in key leadership roles in their clubs in the
upcoming year. As indicated in Article 10, Section 5(c) of the
Standard Rotary Club Constitution it is a requirement that a
president-Elect attend the district assembly and the Presidents-
Elect Training Seminar (PETS) prior to serving as a club
president.
2. The specific date, time, location, content, format, topics covered,
and costs of the district assembly shall be determined by the
governor-Elect and the district assembly committee.


Article XVII
Youth Protection


1. All Rotarians, clubs, and the district shall follow the Statement of
Conduct for Working with Youth and Rotary International’s
guidelines for abuse and harassment prevention established by
Rotary International.
2. District 5130 shall have a comprehensive Youth Protection Policy,
as recommended by Rotary International.
3. Any Rotarian or volunteer under the auspices of the district who
accompanies youth on overnight activities or houses youth either
as part of the Rotary Youth Exchange Program or other Rotary
youth program within the district must successfully complete the
district’s Youth Protection Training Program and provide
necessary information for a background check.
4. The governor-Elect shall appoint a Youth Protection Compliance
Officer (also known as the District Abuse Prevention Coordinator)
who shall oversee the implementation of these policies and
programs.


Article XVIII
Amendments to the District Bylaws


1. These bylaws may be amended at any District 5130 conference by
a majority vote of the electors present and voting at the district
conference business meeting or majority vote by mail ballot
directed to the district clubs by the District Governor. Conference
voting shall be consistent with the procedures set forth in Article
15.050 of the Rotary International Bylaws and mail ballot voting
shall be in conformity with the proportionate representation of the
respective clubs set forth in Article 15.050.1 of those Bylaws and
shall follow as near as possible the procedures in section 13.040
of said Rotary International Bylaws.
2. Amendments to these bylaws may be proposed by any club in the
district or by the District Governor.
3. Proposed amendments by a club must be submitted in writing to
the District Governor at least sixty (60) days prior to the district
conference or to a call for a vote by mail. The District Governor
shall review the proposed amendments with the Board of
Directors prior to forwarding them to the district’s Resolutions
Committee. The Resolutions Committee shall promptly review
and forward the proposed amendments to all clubs in the district
at least thirty (30) days prior to the district conference or the dates
established for the vote by mail.
4. Amendments to these bylaws shall be effective July 1, following
approval by mail ballot vote or a vote at the district conference
unless otherwise specified in the proposed amendment.