Constitution & Bylaws

Posted September 15, 2015

WATER & SANITATION ROTARIAN ACTION GROUP (WASRAG)
CONSTITUTION & BYLAWS


ARTICLE I – NAME

Section 1.1. The name of this Rotarian Action Group shall be Water & Sanitation Rotarian Action Group.

Section 1.2. The office of the action group shall be located at 14134 Garfield Street, Spring Lake, Michigan, USA 49456. The e-mail address of the action group shall be info@wasrag.org.

ARTICLE II – MANDATE

Section 2.1.  The purpose of this action group shall be as follows:

  • To provide information, support and encouragement to Rotarians, Rotary Clubs and districts, and
  • To take active roles in projects/programs to develop safe water and sanitation as a means of promoting improved health and hygiene around the world.

Section 2.2.  This action group shall operate in compliance with the requirements for recognition of Rotarian Action Groups as set forth from time to time by Rotary International (RI), but it shall not be an agency of, or controlled by, Rotary International.

ARTICLE III – MEMBERS

Section 3.1. Membership in the action group shall be open to all active members of Rotary Clubs

(Rotarians) in good standing, spouses of Rotarians, Rotary Alumni and members of Rotaract Clubs (Rotaractors). The action group shall assume no liability for services rendered by its Members.

Section 3.2. Membership shall be annual or for five years.  Memberships shall expire on 30 June of the year of conclusion unless renewed.  If requested, a Certificate of Membership shall be issued to any such Member of the action group as directed by the Board of Directors.

ARTICLE IV - BOARD OF DIRECTORS

Section 4.1. The governing body of the action group shall be the Board of Directors, which shall set the direction of the organization. The Board of Directors shall define the vision of the organization, approve the budget, and monitor the performance of the Operations Team. There shall be nine Members on the Board of Directors.  All directors shall be active Rotarians. 

Section 4.2. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. Attendance by conference call or via internet shall be considered the same as attendance in person to the extent permitted by law.

Section 4.3. Directors shall serve until their successors are chosen and qualified.

Section 4.4. Terms for Directors shall be three years and shall be set to allow the terms to be on a staggered schedule.  One third of the Board of Directors shall be elected each year, in order to promote continuity. If more than one third of the seats on the Board must be filled in a single year, the Board shall seek to achieve the balance of one third of the terms ending each year through whatever means are deemed most equitable.   Terms shall commence on July 1 of the calendar year elected.  No Director shall serve more than two consecutive three year terms.  

Section 4.5.  The Board shall be comprised of members from around the Rotary world, representing the diverse perspectives of those engaged in WASH projects.  Directors shall be selected for their abilities to move within international circles, identify opportunities and challenges, provide needed skills and talents, and chart an appropriate course for the organization.  At least one of the members of the board shall be a past or current senior leader such as a past or current Rotary International Director or Trustee of the Rotary Foundation.

ARTICLE V - ELECTION OF DIRECTORS AND OFFICERS

Section 5.1. The Chair of the Board will appoint a Nominating Committee, and identify the chair of that committee.  The Nominating Committee will include no more than one member of the Board and shall not include the Chair or Vice Chair of the Board.  The Nominating Committee will be charged with, among other things, soliciting the recommendations of the Board, Operations Team and general membership as they develop the initial slate of candidates for the Board of Directors. The Nominating Committee will actively seek candidates who may promote the goals of WASRAG and who possess the qualities of particular interest to the Board. 

The slate, as approved by the Board, will be shared with the membership and additional nominations to the slate will be solicited from the membership at large.  Notice sent by mail or transmitted via email or internet to the last known address of the members shall be considered good and sufficient notice to the extent permitted by law. The Nominating Committee shall notify the membership of the number of vacancies to be filled.  The Nominating Committee shall receive nominations for the vacancies on the Board until a specified deadline, whereupon nominations shall be closed. All nominees must have indicated their willingness to serve by a specified deadline to be considered valid nominees for election.

Section 5.2. The names of the nominees for Director shall be mailed to the members in good standing at least 30 days prior to the annual meeting. Such mailing shall include a ballot for election. Ballots sent by mail or transmitted via email or internet to the last known address of the members shall be considered a valid mailing. Ballots shall indicate that they must be returned to the Nominating Committee seven days prior to the annual meeting.

Section 5.3. The Nominating Committee shall tally the votes cast and announce the newly elected Directors (Board of Directors-elect).

Section 5.4. Following the annual meeting of the members, the Board of Directors-elect shall meet and elect from the members of the Board of Directors-elect the following officers of the action group, who shall take office on the first day of July following their election: A Chair of the Board, a Vice-Chair of the Board, and a Secretary.  In no event shall the Chair of the Board of Directors or the Vice Chair of the Board of Directors hold any other offices for the organization. All Officers and Directors shall be Rotarians.

Section 5.5.  In addition to the above Officers, the Board of Directors-elect shall select from the Operations Team (see Article VII) the following three officers:  A Chair of the Operations Team, a Vice-Chair of the Operations Team and a Treasurer.

Section 5.6. A vacancy in the Board of Directors, or any office, shall be filled by action of the Board of Directors. A vacancy in the position of an Officer-elect, or Board of Directors-elect, shall be filled by action of the members of the Board of Directors-elect.

Section 5.7. A Director or Officer may be removed from office by a two-thirds vote of the Board of Directors, or, by a two-thirds vote of the membership. In addition a Director may be removed by action of the Board, if Director misses more than 2 meetings in a row.

ARTICLE VI – OFFICERS

Section 6.1. The Officers of the action group shall include the Chair of the Board, the Vice-Chair of the Board, the Chair of the Operations Team, the Vice-Chair of the Operations Team, the Secretary, the Treasurer, and other such officers as may be deemed necessary by the Board of Directors. The terms of Office shall be one year and shall coincide with the Rotary year.

Section 6.2. The Board shall establish an “executive committee,” composed of the Chair of the Board, the Vice-Chair of the Board and the Secretary, who shall only act between board meetings when such action is required due to an emergency.  

Section 6.3. The Officers shall perform the duties and functions usually attached to the title of their respective offices, together with those fixed by law, and such other duties as may from time to time be prescribed by the Board of Directors.

Section 6.4.  The Treasurer will report monthly to the Board of Directors and the Operations Team on the budgetary and financial status of the organization and of its various projects.

ARTICLE VII – OPERATIONS TEAM

Section 7.1. The day to day operations of the organization shall be managed by the Operations Team. The Team shall work to achieve the goals set by the Board.  The Team shall develop the annual budget, to be approved by the Board, and through the Treasurer provide monthly financial accountings to the Board. The Operations Team shall consist of nine members with all of such members being Members of this action group.   Team members shall be nominated by the Chair of the Board of Directors and approved by the Board.  Members of the Board of Directors shall be eligible to serve on the Operations Team.

Section 7.2. A simple majority of the Operations Team shall constitute a quorum for the transaction of business at a meeting of the Operations Team. Attendance by conference call or via Internet shall be considered the same as attendance in person.

Section 7.3. Members of the Operations Team shall serve until their successors are chosen and qualified.

Section 7.4. Terms for the members of the Operations Team shall be three years and shall be set to allow the terms to be on a staggered schedule.  One third of the Team members shall be appointed each year, in order to promote continuity. If more than one third of the seats on the Operations Team must be filled in a single year, the Board shall seek to achieve the balance of one third of the terms ending each year through whatever means are deemed most equitable.   Terms shall commence on July 1 of the calendar year elected.  No member of the Team shall serve more than 2 successive terms on the Operations Team.

Section 7.5.  Team members shall be selected based on their ability to contribute to the day to day operations of the organization.  Skills to be considered may include expertise in the WASH sector, financial management/accounting, project promotion, event planning, communications and member development, or such other necessary skills to assure the successful operations of the action group.

Section 7.6. The Operations Team shall keep written minutes of its meetings and must report in writing to the Board at its quarterly meetings and provide the Board with all such minutes of the Operations Team meetings and the financial reports of the organization.

Section 7.7. The Chair of the Operations Team may add non-voting advisors to the Operations Team who shall attend such meetings as are necessary and when requested.  Any advisor so selected shall not serve for more than one year as an advisor to the Team, unless approved by the Board of Directors.

ARTICLE VIII – MEETINGS

Section 8.1. An annual meeting of the members may take place at the RI Convention each year at which time the installation of Officers and other business shall take place. The exact date, time, and location of the annual meeting of the members shall be announced to the members at least 60 days prior to the meeting, and such date, time and location shall be set by the Board of Directors.

Section 8.2. The Board will meet quarterly including an annual meeting of the Board of Directors which shall take place in conjunction with the Rotary International Convention and shall be open to any member.  The other three meetings may be held online or by conference call. 

Section 8.3. Special meetings of the Board of Directors may be called at any time by the Chair, by any three members of the Board of Directors, or by one-third of the membership.

Section 8.4. Any action required or permitted to be taken by the Board of Directors under any provision of law, or otherwise, may be taken without a meeting if the majority of the Board provide consent via written or electrically transmitted communication.

Section 8.5. The Operations Team shall meet as frequently as monthly not to exceed nine meetings per year and may meet in person, electronically or by conference call.  Ideally eight of its nine meetings shall be in those months when the Board of Directors is not meeting and the ninth meeting in front of the Annual Meeting of the Board of Directors.  In addition the Operations Team may form sub-committees as necessary to carry out the ongoing operations of the organization.

Section 8.6. The written minutes of all meetings, once approved, constitute the sole record of the meetings proceedings.

ARTICLE IX - FISCAL MATTERS

Section 9.1. The fiscal year of the action group shall be January 1 through December 31 following.

Section 9.2. The Action Group’s dues shall be set by the Board of Directors and shall be due on 1 July of each year.  The Action Group’s dues for those joining after July 1, 2010 shall be $25 for an annual membership or $100 for a five year membership to cover administrative costs, which dues shall be subject to change by Board action.

Section 9.3. Binding contracts shall be signed by any two of the Chair of the Operating Team, the Vice Chair of the Operating Team and the Secretary.

Section 9.4. Funds shall be deposited in a financial institution approved by the Board of Directors.

Section 9.5. Unless otherwise ordered by the Board of Directors, disbursements of the action group’s funds shall be by check or electronic transfer, as authorized by at least two individuals designated by the Board.

ARTICLE X - COMPLIANCE WITH REQUIREMENTS FOR RECOGNITION BY ROTARY INTERNATIONAL

Section 10.1. The action group shall comply with the requirements for recognition of Rotarian Action Groups, as set forth from time to time by RI. The action group understands and accepts that recognition of the existence of the group by RI in no way implies legal, financial or other obligation or responsibility on the part of RI, or any RI district or Rotary club. The action group, and its members, directors and officers shall not act on behalf of RI, or represent or imply that they have authority to act on behalf of RI and agree to comply with RI policies on the use of the Rotary Marks by Rotary Entities, as set forth by RI from time to time.

ARTICLE XI – AMENDMENTS

Section 11.1. These bylaws may be amended at any duly called regular or special meeting of the Board of Directors by a two-thirds majority vote of the Board of Directors. Written notice of such proposed amendment(s) shall be given to the Board of Directors and to the membership at least thirty days prior to the meeting. Such meeting shall be open to any member then in good standing.

Section 11.2. These bylaws may also be amended at any duly called regular or special meeting of the members of the action group by a majority vote of all members. Written notice of such proposed amendment(s) shall be given to the Board and to the membership at least thirty days prior to such meeting. Such meeting shall be open to any member then in good standing.

Section 11.3. Notwithstanding the above provisions, these bylaws may not be amended so that they conflict or are in any manner inconsistent with the standard bylaws for Rotarian Action Groups as promulgated by RI from time to time.