Defining Documents

PDG Gene Hernandez

The Vehicle Code regulates how we travel along our highways. When we stop, when we go, and how fast we go.

These rules of the road benefit the traveling public through the safe, efficient flow of traffic.

In the governance of a Rotary club, we also have a set of rules that define how a Rotary club functions; it is important that every Rotary leader knows, understands and follows those rules.

Like an onion, the rules come in layers: The Rotary Club Charter The Rotary Club Constitution The Rotary Club Bylaws The Rotary Club Code of Policy The Rotary Club Procedure Manual

Each layer has a unique set of parameters that are determined by how it is created and how it can be adapted or revised.

The charter document from Rotary International is what designates a Rotary club’s status as a member of Rotary International.

It is a document that has changed in appearance over the past years, but the wording has remained constant.

The following is a factual representation of a Rotary Club Charter:

“This certifies that the Rotary Club of Chino, California, USA, having been duly organized and having agreed, through its officers and members, to be bound by the Constitution and Bylaws of Rotary International, which agreement is evidenced by the acceptance of the certificate, is now a duly admitted member of Rotary International and is entitled to all the rights and privileges of such membership.”

This charter clearly defines the relationship of the local Rotary club to Rotary International

Where the club is located

Defines as a condition of membership the acceptance of the RI Constitution and

the Bylaws of RI

The Constitution of Rotary International clearly reinforces that requirement:

Article 5 MembershipSection 3 – Ratification of Constitution and

Bylaws. “Every club granted a certificate of

membership in RI and accepting the same thereby accepts, ratifies, and agrees to be bound in all things, not contrary to law, by this constitution and the bylaws of RI, and amendments thereto, and to faithfully observe the provisions thereof.”

The relationship between R I and the local Rotary club is often misconstrued as a direct line of authority with the Rotary club and its members at the bottom reporting to the local District Governor, who reports to the President of RI.

Relationship is one of two separate organizations

More like a franchisee-franchisor relationship

RI provides a franchise to the local Rotary Club

Club becomes a franchisee as a part of the Rotary International organization

For a Rotary club to be a member of Rotary International, it must adopt the standard Rotary Club Constitution.

This requirement is clearly defined in the Bylaws of Rotary International Article 2 Membership in Rotary

2.030 Adoption of Standard Rotary Club Constitution by clubs.

“The standard club constitution shall be adopted by all clubs admitted to membership.”

Article 2 Membership in Rotary (Cont.) 2.030.1 Amendments to the Standard Club Constitution.

“The standard club constitution may be amended in the manner prescribed in the constitution documents. Such amendments shall automatically become a part of the constitution of each club.”

The Standard Rotary Club Constitution provides for 3 modifications:

1. Title - Constitution of the Rotary Club of ______2. Article 2 - Name - The name of this

organization shall be the Rotary Club of _________________

3. Article 3 - Locality of the Club - The locality of this club is as follows: ______________________

The Standard Rotary Club Constitution can be found on the Rotary website and in the Manual of Procedure

The Bylaws of Rotary International provide for 2 exceptions to the

adoption of the Standard Rotary Club Constitution:

The Rotary Club Constitution lays out the requirements for establishing the club bylaws under Article 17 Bylaws:

“This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with rules of procedure for an administrative territorial unit where established by RI, and with this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein provided.”

There are 6 places in the recommended Rotary Club Bylaws for choices to make the bylaws meet the needs of the Rotary Club:1. The name of the Rotary Club2. The number of Directors3. The date of the annual meeting4. The day of the week and time of the regular

meeting5. The amount of the initiation fee6. The amount of dues

The adoption and amendments of the Rotary Club Bylaws is by general membership.

Clubs have often devoted hours of needless time and energy over the idea of changing their bylaws to establish the unique character and circumstances of their Rotary club.

Staying within the requirements of ‘not inconsistent with the constitution and bylaws of RI,’ can create a lot of discussion and requires a delicate balancing act of definition.

If any doubt exists, the proposed changes should be submitted for the consideration of the Board of Directors of RI.

In general, it is undoubtedly best to stay within the offered choices of the

recommended bylaws.

The Standard Rotary Bylaws can be found on the Rotary website and in the Manual of Procedure.

Every current and past President has received a copy of the Manual of Procedure.

The next level of governance of the Rotary club is the Code of Policies.

RI has a Code of Policies which is a codification of the general

and permanent policies of RI. This includes decisions of the RI Board, RI Conventions, and the RI Councils on Legislation and have been compiled since 1910.

One of the stated goals of RI Code is to provide a practical and helpful document, which will serve as a model for Rotary clubs and districts

Adoption and amendment of Rotary Club Code of Policy is by the club board of directors

RI Code of Policies can be found on Rotary website

The creation and adoption of policy is where the Rotary club establishes their uniqueness

Policies are the guiding principles that provide a basis for decisions

It is through policies that the board of directors governs the affairs of the Rotary club

Policies deal with setting expectations Expectations are often viewed as goal

setting

Help establish vision for the club Expectations may be in the form of

membership development, service projects or social events

Policies also establish limitations Limitations may be in the form of

budgets and financial controls Board of directors can also place limitations, i.e., maximum number of members,

fundraising events or service projects

Policies may also define the relationship between the board of directors and the committees that answer to the board

Board may establish policies that direct all committees to report in writing, on a monthly basis, what they are doing

May establish who receives the reports, i.e., club president, members of the board

Policies may also define how the board itself makes and implements decisions

Policies are powerful tools in defining and governing the individual Rotary club

On the Rotary International level, it is known as the Manual of Procedure (MOP)

The purpose of the MOP is to help clubs and district leaders understand Rotary and the Rotary policies and procedures most relevant to their service

The manual is published every 3 years

The majority of the process of creating a written policy and procedure is the result of leaders who encourage, require, and sometimes demand that every project have an after-action report

Such reports force those responsible for an activity or project to think through what they are doing and provide a starting point for the next time a similar project is embarked upon

The board of directors should diligently ask committees for both after-action reports and written procedures to establish baseline

knowledge for successful projects and activities

Creating budgets are the key policy -making activities of the board of directors

Budgets establish expectations, priorities, and limitations

The board member who glances at the numbers with indifference before voting is sidestepping one of his/her primary responsibilities and an opportunity for governance

The first question to ask when reviewing the budget is how reasonable are the expectations for generating the budgeted income that supports the budget

The follow-up question should be how realistic the allocation of resources and income are in relation to the goals and aspirations of the organization

Bottom line test: Does the budget balance? Is there more expense than revenue?

What if? What if the revenue is insufficient to

fund budgeted expenses?

What if the proposed projects are more expensive than planned?

Is there planned wiggle room? It may be reasonable to have 3 budgets: optimistic, realistic, and pessimistic projections .

What is the difference between work and Rotary? Do we treat Rotary like work? We do use some of the same tools in both our work and Rotary.

So what is the difference?

In a word:

Motivation It is not what we do but why we do

it!