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About Us - Club By-Laws
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BYLAWS OF

THE ROTARY CLUB OF ALBUQUERQUE

A Nonprofit New Mexico Corporation

 as of November 2013

 

The Rotary Club of Albuquerque (RCA) was created on July 1, 1916, by thirty-one charter members, with the purpose of "SERVICE ABOVE SELF." On October 5, 1988, the Albuquerque Rotary Charitable Foundation, Inc. (ARCF), was created as a 501 (c) (3) organization. Its purposes are to support charitable, scientific, literary and educational activities of the RCA, directly and/or by contribution. All members of the RCA are automatically members of the ARCF.

 

Article I Election of Directors and Officers

 

Section 1 - The Board of Directors shall cause a nominating committee to be formed that meets at the second Club meeting in August of each year. During this meeting the President shall call a Club assembly for the purpose of electing ten (10) members who, together with the Chair, shall constitute the Nominating Committee. The eleven (11) member Nominating Committee shall be comprised of:

 

a. Chair: The past Club President two terms previous to the current President shall be a voting member and serve as Chair of the Nominating Committee. The current Club President shall appoint a leader for each of the groups identified in Sec. 1b, below, who shall supervise the election of the Nominating Committee members.

 

b. Ten (10) elected members, apportioned as follows:

 

1. Group 1: Those who have been members of a Rotary club for no more than two full years shall meet and elect one (1) of their group and one (1) alternate to the Nominating Committee.

 

2. Group 2: Those who have been members of a Rotary club for more than two, but no more than four full years shall meet and elect one (1) of their group and one (1) alternate to the Nominating Committee.

 

3. Group 3: Those who have been members of a Rotary club for more than four, but no more than six full years shall meet and elect one (1) of their group and one (1) alternate to the Nominating Committee.

 

4. Group 4: Those who have been members of a Rotary club for more than six, but no more than ten full years shall meet and elect two (2) of their group and two (2) alternates to the Nominating Committee.

 

5. Group 5: Those who have been members of a Rotary club for more than ten, but no more than fifteen full years shall meet and elect two (2) of their group and two (2) alternates to the Nominating Committee.

 

6. Group 6: Those who have been members of a Rotary club for more than fifteen full years shall meet and elect three (3) of their group and three (3) alternates to the Nominating Committee.

 

c. Members of the Nominating Committee selected from Sec. 1b above shall be elected by secret written ballot or voice vote from the members eligible within that category. Names of those elected to the Nominating Committee shall be published and communicated to the membership in a manner specified by the Board of Directors as soon as feasible.

 

d. No member of the Nominating Committee shall nominate himself or herself, members of his or her immediate family, or another member of the Nominating Committee for election to any officer or director position for which nominations are being made. Members of the same family shall not serve together on the Nominating Committee, nor shall immediate members of the same family continue to serve on the committee if a family member is nominated and agrees to stand for election.

 

e. No member of the Board of Directors shall serve on the Nominating Committee.

 

f. No member of the Nominating Committee shall serve consecutive terms.

 

Section 2. Eight Nominating Committee members or their designated alternates shall constitute a quorum at any meeting of the Nominating Committee for the purpose of selecting officer and director nominees.

 

Section 3 - The duties of the nominating committee shall be to meet as often as necessary to: 1) review the qualifications, attributes, service contributions and other traits and characteristics of candidates deemed eligible to stand for election in each of the open positions; and 2) determine the availability and willingness of those selected to occupy the office, and 3) present to the Board of Directors on or before October 15, a slate identifying a single candidate for each open position.

 

Section 4 - The slate of candidates shall be published and communicated to the membership in a manner specified by the Board of Directors one week before the annual election (which is held during the month of November of each year). On election day, additional nominations from the floor of qualified members for each of the open positions shall be allowed. A vote of the general membership shall then be conducted.

 

Section 5 - Qualifications. For a member to serve as secretary or on the Board of Directors, he or she shall have been a member of the Club for at least two years prior to taking office. For a member to serve as vice-President (President-elect), (1) he or she shall have served at least one elected term as a member of the Board of Directors in this Club or another Rotary Club and shall have been a member of this Club for at least two years prior to taking office, or (2) he or she shall have been a member of this Club for at least five years prior to taking office.

 

Section 6 - In the event of a vacancy in the office of vice-President, the Board of Directors shall nominate one candidate to be elected by a vote of eligible Club members in a special election. The special election shall provide for floor nominations and write-in ballots. Vacancies of any director-at-large or any office other than the vice-President shall be filled by action of the remaining members of the Board. A vacancy in the office of sergeant-at-arms shall be filled by Presidential appointment.

 

Article II Board of Directors

 

Section 1 - The governing body of this Club shall be its Board of Directors consisting: 1) of directors responsible for the divisions specified in Article VIII, the President, vice-President and secretary, all elected in accordance with Article I of these bylaws; and 2) the immediate past-President, the Treasurer, and the Sergeant-at-Arms.

 

Section 2 - The President shall serve a term of one year having served the immediate previous year as vice-President. The vice-President shall be the President-elect and shall serve a term of office of one year. The secretary shall serve a term of office of two years. The treasurer shall serve until a successor is nominated by the President and elected by the Board. The directors shall serve a term of office of two years with one-half of their number being elected each year; in the event there are an odd number of directors, a simple majority will be elected one year and the remainder will be elected the next year. The Sergeant-at-Arms shall be appointed by the President and shall serve a term of office of one year. The immediate past-President shall be a director at large whose term shall be one year.

 

Section 3 - The Board of Directors may address emergencies requiring immediate action by the Board of Directors in a special meeting convened for that purpose.

 

Section 4 - The Board of Directors may appoint an Executive Committee, composed of no more than five Board members, which may transact Club business subject to the ratification by the Board of Directors.

 

Section 5 - Should a problem arise within the Club, the solution of which is not covered by the current bylaws of the Club, the Board of Directors shall develop a proposed resolution and wording for appropriate amendment to the Club’s bylaws authorizing this action. After consideration by the Strategic Planning Committee, a recommended draft shall be returned to the Board of Directors for approval of the Board of Directors and submission to the membership for its approval.

 

Article III Duties of Officers and Executive Administrator

 

Section 1 - President. It shall be the duty of the President to preside at meetings of the Club and Board of Directors and to perform such other duties as are usually prescribed to the office.

 

Section 2 - Vice-President. It shall be the duty of the vice-President to preside at meetings of the Club and Board of Directors in the absence of the President and to perform such other duties as ordinarily pertain to the office.

 

Section 3 - Secretary. It shall be the duty of the secretary to keep the records of membership, record the attendance at meetings, and send out notices of meetings of the Club, Board and committees, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the semi-annual reports of membership, which shall be made to the secretary of Rotary International, the monthly report of attendance at the Club meetings, which shall be made to the district governor immediately following the last meeting of the month, collect and remit to Rotary International subscriptions to The Rotarian, and perform such other duties as usually pertain to the office.

 

Section 4 - Treasurer. It shall be the duty of the treasurer to oversee all funds, accounting for the same to the Club at the annual meeting and at other time upon demand by the Board of Directors and to perform such other duties as pertain to the office. Upon his or her retirement from office he or she shall turn over to his or her successor or to the President all funds, books of accounts or any other Club property in his or her possession.

 

Section 5 - Sergeant-at-Arms. The duties of the Sergeant-at-Arms shall be as are usually prescribed for the office and such other duties as may be prescribed by the President or Board of Directors.

 

Section 6 - Executive Administrator. In addition to the officers otherwise provided for, an Executive Administrator shall be appointed by the Board of Directors. The Executive Administrator shall be supervised by the President, perform the duties of any of the officers of the Club which may be delegated to him or her by the President or the Board of Directors, and generally perform the active and routine work of the Club. The Executive Administrator shall be responsible for the hiring and supervision of other employees of the Club (except the editor of the Round Table), subject to approval of the President and Board of Directors. The duties of the Executive Administrator will be prescribed in a job description approved by the Board of Directors, and the terms of employment will be similarly prescribed in an employment agreement approved by the Board of Directors. The Executive Administrator shall be bonded at Club’s expense for the faithful performance of the duties of such office and for the safe custody of funds and records entrusted to him or her. Consistent with Article X herein, all funds collected by the Executive Administrator shall be deposited in an insured bank account(s) approved by the Board of Directors to be disbursed only as consistent with the budget as approved by the Board of Directors.

 

Article IV Meetings

 

Section 1 - Annual Meeting. The annual meeting of this Club shall be held during the month of November of each year, at which time the election of officers and directors to serve for the ensuing Rotary fiscal year shall take place.

 

Section 2 - The Club assembly is a meeting of all officers, directors and committee chairmen held for the purpose of conferring on the programs and activities of the Club. All members are urged to attend. Club assemblies shall be primarily for the conduct of Club business and the members present shall constitute a quorum.

 

Section 3 - The regular weekly meetings of this Club shall be at noon each Monday. Due notice of any changes in, or canceling of, the regular meeting shall be given to all members of the Club.

 

Section 4 - One-third of the membership shall constitute a quorum at the annual and regular meetings of this Club.

 

Section 5 - Regular meetings of the Board of Directors shall be held on the date, time and place to be determined by each succeeding Board. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board, due notice having been given.

 

Section 6 - A majority of the Board members shall constitute a quorum of the Board.

 

Section 7 - Suggested Order of Business at Regular Meetings.

            Meeting called to order:

            Patriotic song

            Pledge of Allegiance

            Invocation

            Other Appropriate Matters, e.g.:

Guest Introduction, Memorials, Student Guests, Birthdays, New Member Introduction, Announcements.

            Program

            Thought for the Day

            Adjournment

 

Article V Fees and Dues

 

Section 1 - The admission fees shall be determined annually by the Board.

 

Section 2 - The Board shall determine dues, charges for meals, and other assessments. A member shall be deemed delinquent should any invoice presented by the Club remain unpaid for a period of ninety (90) days. A delinquent person's membership shall be terminated thirty (30) days after a certified letter of demand stating the delinquent amount owed has been mailed to his or her home or business address. The Board reserves the right to suspend termination of a delinquent member.

 

Article VI Method of Voting

 

Club business requiring resolution by a vote of the members shall be transacted at a regular meeting or a Club assembly. Voting shall be by secret ballot, except that at the President’s discretion matters may be decided by a voice vote or show of hands.

 

Article VII Divisions

 

Section 1 - Each of the seven regularly elected directors shall be assigned responsibility for a Division. To meet the Object of Rotary through the five “avenues” of service in Rotary, the President may assign committees to a Division as the current situation may suggest and title each Division as appropriate each year. Club officers are eligible for assignment to committees.

 

Section 1 - Divisions. Shall have the responsibility for those matters relating to general operations of the Club.

 

(a) Club Service – Programs and Administration Division ( I ): Shall arrange the programs of regular and special club meetings, will coordinate the annual visit of the District Governor, plan and implement the prudent financial and risk management of the Club's affairs, plan and implement the communications tools used to inform and educate the membership and community to include Public Relations, evaluate technical and technological systems and tools for administrative efficiency and provide assistance in managing the assets of the Club.

 

(b) Vocational Service Division ( II ): Shall plan, and implement programs to provide vocational, education and mentorship opportunities.

 

(c) Community Service Division ( III ): Shall devise and carry into effect plans which will guide and assist the members of the Club in discharging their responsibilities in their community relationships. The Director shall be responsible for the community service activities of the Club and shall supervise and coordinate the work of the committees and special committees that may be appointed on particular phases of community service.

 

(d) International Service Division ( IV): Shall devise and carry into effect plans which guide and assist the members of this Club in discharging their responsibilities in matters relating to international service. The Director shall be responsible for the international service activities of the Club and shall supervise and coordinate the work of any committee appointed on particular phases of international service and to promote the International exchange of vocational information through the Group Study Exchange program.

 

(e) New Generations Division ( V ): Shall be responsible for all activities of the Club relating to Youth. To develop and support Rotoract and Interact organizations that teach and experience the ideals of Rotary, to promote leadership development through Rotary Youth Leadership Award (RYLA), student recognition, scholarship and awards programs and to plan and coordinate the activites of student exchange programs  

 

(f) Membership Development and Retention Division ( VI ): Shall review continually the Club roster of filled and unfilled classifications and shall identify top people in their field, industry, and profession, as well as promising achievers. Conducts initial and preliminary investigations into the individuals’ qualifications for Rotary membership and whether an appropriate classification is available. Oversees a Sponsor/Mentor Program and shall be responsible for the introduction, education, integration and the retention of new members. Develops initiatives to evaluate membership issues, create membership interest, and aid in the personal awareness, involvement, and support of Rotary activities. Tracks absences of members at regularly scheduled meetings and initiates action with sponsors to determine cause after two missed meetings.

 

(g) Special Events Division ( VII ). Shall devise and carry into effect plans which guide and assist the members of this Club in discharging their responsibilities in matters relating to special events of the Club. The Director shall be responsible for the special event activities of the Club and shall supervise and coordinate the work of any committee appointed on particular phases of special events.

 

Article VIII Duties of Committees

 

Section 1 - Subject to the approval of the Board of Directors the President shall create or disband standing committees as necessary to conduct the business of the Club.

 

Section 2 - The President may appoint such other committees necessary for the internal administration and best interests of the Club and assign them to divisions as appropriate.

 

Section 3 - Committee Appointments

 

(a) In making appointments to Club committees, the President shall take into consideration the desires of Club members to participate in committee activities, and when appropriate, consider the need for continuity in certain committees by reappointing one or more members to succeed themselves. One objective of committee service is to involve as many Club members as possible in the affairs of Rotary.

 

Section 4 - The President and Board member in charge of the division under which committees operate shall be ex-officio members of such committees and entitled to the privilege of voting membership thereon.

 

Section 5 - Each division and committee shall conduct its business as set forth in these bylaws and as directed by the President and a majority of the Board of Directors. Divisions or committees conducting business or recommending activities requiring formal approval of the Board shall not act on such business or activities until approval has been received from the Board of Directors.

 

 

Section 6 - Certain Committees

 

(a) Classification Committee: Determines the eligibility of a proposed member with regard to classifications that are open or may be established. The Classification Committee shall recommend proposed members to the Board for membership approval after considering community standing, character, business, social and other related eligibility matters of a proposed member. By June 30 of each year, the Classification Committee shall review all Honorary members and recommend to the Board of Directors any changes in status that are indicated. The chair, on request, may provide informal opinions regarding classification matters to members. The committee shall consist of: the past Club President two terms previous to the current President, who shall chair the committee; the immediate past President who shall be vice chair; the chair of the Membership Development Committee; a committee secretary; two advisory committee members who shall be selected on the basis of having been Club members for a minimum of 10 years; and additional members as appointed by the President who will serve terms concurrent with that President. The Club President, with the concurrence of the Board, shall make all appointments to this committee except for those who are automatic appointments as specified above.

 

(b) Strategic Planning Committee: Shall be comprised of a Chair (selected by the President), the members of the Board of Directors, and any members of the Club who wish to serve. The Chair or a designated representative shall attend all meetings of the Board of Directors.

 

( c ) Charity Selection Committee:   The Charity Selection Committee is created to perform the task of soliciting, screening, and nominating charities for the Board of Directors to select as the recipient(s) of the club's major annual fundraiser.

 

A Charity Selection Committee will be appointed by the RCA President according to the Board Policy Guidelines.  It will be chaired by the Vice President/President Elect.

 

 

Article IX 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 meeting of the Club for a mutually agreed length of time. Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the Club credit for the member’s attendance. Unless he or she attends a regular meeting of some other Club, the excused member must be recorded as absent except that absence authorized under the provision of Article VIII, Section 3 of the Club constitution is not computed in the attendance record of the Club.

 

Article X Finances

 

Section 1 - All funds of the Club shall be deposited in an insured bank account(s) as directed by the Treasurer.

 

Section 2 - All bills shall be paid  upon authorization by the President and/or the Board. A thorough internal audit by the internal audit committee shall be made once each year of all of the Club’s financial transactions.

 

Section 3 - Officers having charge or control of funds shall be bonded as required by the Board of Directors for the safe custody of the funds of the Club, costs of the bond to be borne by the Club.

 

Section 4 - The fiscal year of the Club shall extend from July 1st to June 30th, and for the collection of members’ dues shall be divided into four (4) quarterly periods extending from July 1st to September 30th, October 1st to December 31st, January 1st to March 31st and from April 1st to June 30th. The payment of per capita tax and magazine subscriptions to Rotary International shall be made on July 1st and January 1st of each year on the basis of the membership of the Club on those dates.

 

Section 5 - Prior to the beginning of each fiscal year the Board of Directors 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 otherwise ordered by action of the Board.

 

Article XI Procedures for Electing Members

 

Section 1 - Active Members

 

(a) A new member shall be proposed only by an active member of the Rotary Club of Albuquerque or by its Membership Development Committee. The name of a prospective member shall be submitted to the Executive Administrator on a form provided for that purpose and which may be obtained from any officer of the Club. The proposal for the time being shall be kept confidential (including non-disclosure to the proposed member) except as otherwise provided for in this procedure.

 

(b) As soon as practicable, the Executive Administrator shall deliver the form to the chair of the Classification Committee who, together with the secretary of the classifications committee, shall conduct a preliminary investigation into the proposed member’s qualifications for membership and ascertain that no conflict exists with persons identified and currently under consideration by the committee for the requested classification.

 

(c) The Classification Committee shall determine if there is an open classification for the proposed member or if one can be created for him or her.

 

(d) The Classification Committee shall investigate the business, social, and related eligibility matters of the proposed member. If the investigation reveals negative information or needs interpretation, the Division director shall meet with the chair of the membership development and classification committees and if appropriate, the Club member sponsor, to determine whether to continue processing. If a sponsor disagrees with the decision she or he may appeal to the Board of Directors. If the committee’s recommendation is favorable, the chair is responsible for delivering the completed application to the Executive Administrator for Board action and notifying the Membership Development and Retention Director and the secretary of the Classification Committee that the application has completed processing and has been delivered to the Executive Administrator.

 

(e) It is the responsibility of the chair of the Classification Committee in which processing is occurring to respond with information regarding the application’s status when requested by the sponsor(s). As a courtesy to members, the committee chair may informally discuss applications encountering abnormal delays with the sponsors, together with the proposed actions underway to resolve difficulties.

 

(f) The processed application shall be considered by the next regularly scheduled Board meeting (or any special Board meeting at the President’s discretion). The Board, by a majority vote, shall approve or disapprove the proposed member for membership.

 

(g) The Executive Administrator will circulate the prospective member’s details to the membership and provide for a seven day period after publication of the name, during which any member who objects to the election of the prospective member may notify the Board in writing, stating the reasons for the objection.

 

If there are objections raised, The Board shall consider them at a regular or special meeting of the Board, taking into account, where applicable, reports from the membership development, classification and membership committees, and shall ballot upon the proposed member. If not more than two negative votes are cast by members of the Board in attendance at the meeting, the proposed members shall be considered elected to membership. In the event any application is rejected, the sponsors shall be notified by the Club secretary.

 

If there are no objections raised, The Executive Administrator will then notify the sponsors, of the decision. If the application originated with the Membership Development Committee and was processed without a sponsor, the Director of the Membership Development and Retention Division shall select a mentor from his/her committees or the membership at large.

(h) The sponsors, together with members of the Membership Division Committee, if appropriate, shall inform the prospective member of the purposes of Rotary and the responsibilities and privileges of membership. Matters discussed should include information about attendance requirements, the initiation fee, and annual dues. The prospective member is invited to join. If she or he responds favorably, she or he shall be requested to complete an application form, give his or her permission to have his or her name and proposed classification published into the membership in a manner specified by the Board of Directors, and be given information relating to his or her introduction and having his or her picture taken for the roster.

 

 

(i) Upon payment of  or her initiation fee and dues, and completion of the member information card, the new member shall be introduced into the Club. The Executive Administrator shall issue a membership card to the member and shall report her or his or her name to the general secretary of Rotary International.

 

(j) The Chair of the Membership Integration Committee shall be responsible for arranging with the new member, the sponsors, Executive Administrator, and President for a formal introduction to the Club at a regular meeting. Under no circumstances shall a new member be introduced without prior scheduling.

 

Section 2 - Honorary Members

 

(a) The name of a proposed Honorary member will be submitted in writing to the Executive Administrator. As soon as practicable, the Executive Administrator shall deliver the proposal to the chair of the Classification Committee who, together with the secretary of the Classification Committee, shall conduct a preliminary investigation into the proposed Honorary member's qualifications. The Classification Committee shall forward the proposed Honorary member's name, along with the Committee's recommendation, to the Board of Directors for action.

 

(b) The Board of Directors shall elect Honorary members by majority vote with no more than two (2) dissenting votes.

 

(c) By June 30 of each year, the Classification Committee shall review all Honorary members and recommend to the Board of Directors any changes in status that are indicated.

 

Article XII 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 of Directors. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion.

 

Article XIII Indemnification

 

Section 1 - The Rotary Club of Albuquerque shall hereinafter be called the Corporation.

 

Section 2 - Persons Indemnified. The corporation shall indemnify and hold harmless each person who was or is made party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he or she is or was a director, officer, or member of the corporation, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee, or member participating in a Club activity, or agent in any other capacity while serving as a director, officer, employee or agent to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same exists or may hereafter be amended (provided, however, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide the broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including costs, attorneys’ fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with a proceeding and such indemnification shall continue as to a person who has ceased to be a director, officer, or member and shall inure to the benefit of his or her heirs, executors and administrators; provided however, that, except as provided in this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of the Corporation. The Corporation may, by action of its Board, provide indemnification and advance expenses to employees, members, and agents of the Corporation and others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

 

Section 3 - Payments. The right to indemnification conferred in this Article (and with action of its Board if and when taken) shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the New Mexico Nonprofit Corporation Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while director or officer, including, without limitation, service to employee benefit plans or trusts) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise.

 

Section 4 - Claimant’s Right to Recover. If a valid claim pursuant to Section 3 of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of this final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Nonprofit Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Mexico Nonprofit Corporation Act, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

Section 5 Other - Rights Not Excluded. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Corporation’s Articles of Incorporation, bylaws, agreement, vote of members or disinterested directors or otherwise.

 

Section 6 - Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who or is or was a director, officer, employee, member participating in a Club activity, or agent of the Corporation or another corporation, partnership, joint venture, trust or other incorporated or unincorporated enterprise (including an employee benefit plan or trust) against any such expense, liability or loss incurred, whether or not the Corporation would have power to indemnify such person against expense, liability or loss under the New Mexico Nonprofit Corporation Act.

 


Article XIV Amendments

 

These bylaws may be amended at any regular meeting or Club assembly, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been duly communicated to each member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is contrary to the articles of incorporation, Club constitution, and bylaws of Rotary International.

 

Article I, Section 1-5 November 1986

Article II, Section 1

Article I, Section 4      May 1989

Article I, Section 1-3 June 1992

Article IV, Section 2   July 1993

Article I, Section 1      June 1996

Article XI, Section 2-3           March 1997

Article VII, Section 6(b)         May 2000

Article II, Section 5    October 2000

Article I, Section 3      March 2001

Article VII, Section 6(b)

Article VIII, Section 2(c)       April 2002

Article I, Section 1-5 February 2003

Preface                                    June 2005

Article I, Sections 1-3

Article IV, Sections 1 and 7

Article V, Sections 1-2

Article VII, Section 2

Article VIII, Section 1, Section 1i

Article I Section 1 & 4            April 2006

Article II Section 2

Article IV Section 1

Article VI

Article VII Section 2

Article VIII Section 1

Article XI Section 1 & 2

 

Article                                 November 2012

 

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