Bylaws of the Rotaract Club of Vancouver Young Professionals

Article 1 — Definitions 

  1. Board: The governing body of the Club.
  2. Director: Non-Officer Board member.
  3. Good Standing: Financial obligations to the Club, and attendance requirements have been met. 
  4. Governing Documents: These Bylaws, The Standard Rotaract Club Constitution, the Rotary Code of Conduct, the Four-Way Test, and all rules, policies, and procedures relevant to VYP and/or RI.
  5. Member: All members of the club (including Prospective Members).
  6. Officer: The office of President, Vice President, Secretary, or Treasurer.
  7. Prospective Member: A person who is interested in joining the Club.
  8. RI: Rotary International.
  9. Term: The 12-month service period beginning 1 July and ending June 30 the following year.
  10. Sponsor Club: The Rotary Club of Vancouver 
  11. VYP/Club: The Rotaract Club of Vancouver Young Professionals.

Article 2 — Roles 

Article 2.1 — Role of VYP

  1. Provide an environment for its Members to serve the needs of the local community, and provide opportunities to develop professional relationships, through a framework of friendship and service.

Article 2.2 — Role of the Board

  1. The Board is the Club’s governing body, entrusted with the management of VYP in accordance with the Governing Documents. 
  2. Board Members are elected annually in accordance with these bylaws.
  3. The Board must be made up of at least the four Officer positions and not more than six Directors.
  4. Board Members must:
    1. Act in the best interest of VYP and Demonstrate leadership and guidance to Members through their work ethic, commitment, and dedication.
    2. Facilitate communication between VYP and its Sponsor Club.
    3. Perform duties and responsibilities according to the position description and the targeted objectives associated with their role(s).
    4. Conduct themselves professionally and not take advantage of their Board position to undertake actions or activities that may cause harm and detriment to the Club, its Members, or the community.
    5. Prepare an annual report to appraise Members of VYP’s operations and financial situation at least fifteen (15) days before the AGM. 
    6. Prepare an annual budget of estimated income and expenditures for the upcoming Term, at least fifteen (15) days before the Term commences. 
    7. If requested, provide Club documents to Members in Good Standing to review.
      1. The Board may choose to redact sensitive parts of documents provided to Members. 
  5. The Board is expected to manage the Club’s finances in a responsible manner, including;
    1. The Treasurer will deposit Club funds in a financial institution/s as designated by the Board.
    2. The Treasurer and one (1) other Board Member must approve expenses, prior to purchase.  
    3. Bills are paid by the Treasurer or authorized Board Member, and approved by one (1) other authorized Board Member.
    4. When necessary, a qualified individual or company shall conduct a thorough annual review of all financial transactions and assist the Treasurer and the Board in filing any relevant tax documents, as necessary.

Article 2.3 — Role of Members

  1. Abide by the VYP Governing Documents. 
  2. Always conduct themselves professionally when with individuals and organizations associated with VYP.
  3. Cooperate with the Board in all aspects, so far as is reasonably practical, in achieving VYP’s objectives.
  4. Commit to acts of service within VYP, which include VYP Services, Local Community Services, International Services, and Professional Development.
  5. Treat all Members of the Club, the Board, RI, and the community with respect and professionalism, recognizing the diverse backgrounds and values of those they interact with.
  6. Work with the Board and other Members to achieve Club goals, as set out by the Board and in accordance with the VYP Governing Documents.

Article 2.4 — Relationship between the Board and Members

  1. The Board and Members should seek to establish a professional working relationship, that recognizes the diverse values and backgrounds of each other to achieve targeted outcomes.
  2. Each Member understands their own duties and responsibilities and acknowledges the limitations of the scope of practices, delegations, and authorities in relation to their role.

Article 3 — Membership 

  1. VYP will endeavor to foster a diverse membership. 
  2. No individual will be denied membership based on race, colour, place of origin, religion, marital status, family status, physical or mental disability, sex, sexual orientation, gender identity, or expression.
  3. VYP shall not impose any membership condition not explicitly allowed by the Governing Documents. 

Article 3.1 — Fees and Dues

  1. All fees and dues, as set out in the table of fees, must be paid before a Member will be considered in Good Standing.
  2. Annual dues are payable at the beginning of each Term.
    1. Returning Members will be issued invoices, at least thirty (30) days before the end of the Term. 
    2. For new Members, current Term dues will be prorated. 

Article 3.2 — Process of Admitting Members

  1. A Member may propose a Prospective Member, a Prospective Member may make a request, or another Club may propose one of its transferring or former Members to be a Prospective Member. 
  2. Prospective Members must:
    1. Complete an online membership application form.
    2. Attend two (2) Regular Meetings.
    3. Attend two (2) other Club functions.
    4. Pay the New Member Administration Fee and any prorated dues.  
  3. The Board will approve or reject a membership application within ninety (90) days and notify the Prospective Members of its decision. 

Article 3.3 — Attendance, Leave of Absence, and Resignation

  1. Each Member of the Club must attend at least 50% of this Club’s Regular Meetings. 
  2. Any Member absent from a Regular Meeting may make up for an absence in any of the following ways:
    1. Attend a regular meeting of any other Rotaract Club or Rotary Club.
    2. Attend and participate in a Club service project or a Club-sponsored community event.
    3. Attend a convention or preconvention of RI, a Rotary or Rotaract district or multi-district conference or training seminar, or other meeting authorized by the Board.
  3. Members may request a leave of absence in writing to the Board, providing a reason and duration for the proposed leave of absence.
  4. The Board will consider a leave of absence or excuse an absence if:
    1. The reason(s) for the absence is appropriate.
    2. The absence complies with the conditions and circumstances set by the Board.
    3. The absence does not reflect an intention to avoid duties and responsibilities specific to the Member’s role.
  5. A leave of absence does not operate to prevent the forfeiture of membership. Members must always comply with these by-laws when they engage in any business or activity associated with the Club.
  6. If a Member in Good Standing does not want to continue as a Member of VYP, then such Member must submit their resignation in writing to a Board Member.
    1. The Board will process the resignation in all systems within thirty (30) days of receipt of the resignation. 

Article 3.4 — Conduct 

  1. The Board will enforce the Governing Documents and will address any misconduct by Members in accordance with these provisions. 
  2. Member conduct that may lead to further action by the Board includes, but is not limited to:
    1. Bullying and/or harassing conduct or communication towards Members, the community, or external stakeholders of the Club.
    2. Failing to meet role expectations.
    3. Failing to meet Club financial obligations or misusing Club funds or property. 
    4. Failing to meet attendance requirements.
    5. Conduct that brings the Club into disrepute.
    6. Disclosing confidential or proprietary information, including passwords without consent of the Board.
    7. Willful damage or theft of property belonging to the Club, Members, and/or guests of the Club.
    8. Using VYP information for personal advantage or private, commercial, or business transactions without authorization by the Board.
    9. Using the VYP name, logo, and/or copyrighted documents without authorization by the Board.
    10. Forwarding chain emails or messages to an individual or groups without the consent of the sender or user.
    11. Making unauthorized statements or representations on behalf of VYP.
  3. If a Member is concerned about the conduct of another Member, they should send a written complaint to any member of the Board, or the Sponsor Club’s designated liaison for the Club. 
  4. All matters of misconduct, in relation to the Club, will be taken seriously and will be brought to the attention of the President.
    1. If the President is the subject of a misconduct complaint, the misconduct shall be brought to the attention of the Vice President.
  5. Any allegation of criminal behaviour will be referred to local law enforcement.

Article 3.5 — Disciplinary Process

  1. If the Board receives a complaint that it determines is minor and does not require formal disciplinary action.
    1. The Board may have an informal conversation with the subject of the complaint.
    2. The person who made the complaint will be notified in writing of any action taken.
    3. No formal documentation will be retained.
  2. If the Board receives a complaint that it determines is not minor and requires formal disciplinary action, then the Board must;
    1. Notify the subject of the complaint about the complaint in writing.
    2. Provide a reasonable opportunity to respond. The Board may set a deadline for a response.
    3. A Member who receives written notification of a complaint may:
      1. Respond in writing.
      2. Request a Special Meeting with the Board to respond to the complaint.
        1. The Member who is the subject of a Special Meeting may choose to be represented by counsel.
        2. The Board may invite a member of the Sponsor Club or the Rotaract District Representative to attend a Special Meeting in an advisory capacity. 
    4. Disciplinary action could include;
      1. A written warning.
      2. Conditions for participation in upcoming events.
      3. Suspension of membership for a set period of time.
      4. Suspension of membership with conditions that can be met for reinstatement. 
      5. Removal of position and title from the Board or a Committee.
      6. Termination of membership.
      7. Or, any other reasonable penalty or resolution that would lead to a just and equitable resolution of the complaint.
    5. The Board cannot discipline a Member who is the subject of a complaint until the Member has had a reasonable opportunity to respond to the complaint.
      1. If the Board concludes that the misconduct complained of is egregious, the Board may choose to suspend the Member pending the outcome of a disciplinary hearing. 
  3. A Board Member must recuse themself from a disciplinary hearing if they:
  1. Involved in a romantic relationship with the Member who made the complaint or is the subject of the complaint.
  2. The immediate family of the Member who made the complaint or is the subject of the complaint.
  3. Unable to act impartially, or if their participation will create actual or perceived bias.
  4. The subject of the complaint.
  5. The Board must provide notice in writing of its decision, and any disciplinary action that it will take to:
  1. The Member who made the complaint.
  2. The Member who was the subject of the complainant.

Article 3.6 — Suspension, Reinstatement, and Termination

  1. A suspended member will not have any access to Club services. 
  2. The Board will reinstate the membership of a suspended Member if they have met the conditions set out in their suspension.
  3. The Board will terminate a Member that: 
  1. Has resigned from the Club in writing; 
  2. Contravenes these Bylaws or the Governing Documents in a manner that the Board determines is severe and egregious and cannot be corrected by a suspension.
  3. Does something that is illegal in their capacity as a Member of the Club.
  1. The Board will notify any Member that their membership is being terminated in writing.
  2. Membership will automatically terminate upon termination of the Club.

Article 4 — Meetings

  1. At least one-third (⅓) of the Board must be present at a meeting of the Club.
  2. The President will chair meetings. If the President is not able to chair a meeting, then;
    1. The Vice President will chair the meeting. 
    2. If the Vice President is unable to chair the Meeting, then; the Board Members present at the meeting will select another Board Member to chair the Meeting.

Article 4.1 — Regular Meetings

  1. Regular Meetings will be held to conduct club business on the 1st Monday of each month which is not a public holiday.
    1. Regular Meetings that fall on a public holiday will be held the following Monday. 
    2. The Board will provide reasonable notice of any change or cancellation of a Regular Meeting to Members.
  2. There must be a quorum of one-third (⅓) of Members in Good Standing to consider a vote or election at a Regular Meeting. 
  3. Regular Meetings can be held in person, or through video-conferencing technology.

 Article 4.2 — Annual General Meeting

  1. The Annual General Meeting must be held at least thirty (30) days before the end of the current Term.
  2. At the Annual General Meeting, the Board must present an annual report on the financial affairs of the Club and introduce the incoming Board for the next Term.
  3. There must be a quorum of one-third (⅓) of Members in Good Standing to consider a vote or election at an Annual General Meeting. 

Article 4.3 — Board Meetings

  1. In addition to Regular Meetings, the Board must meet at least once per month. Each Term’s Board may choose the schedule that suits them. 
  2. Any Member in Good Standing may attend a Board Meeting to observe, but will not be permitted to:
    1. Vote on Board business.
    2. Address the meeting except with permission of the chairperson.
    3. Observe the portion of the Board meeting where the Board deals with complaints of misconduct or disciplinary action against a Member.  
  3. There must be a quorum of two-thirds (⅔) of Board Members to consider a vote, one (1) of whom must be the President or Vice President.

Article 4.4 — Special Board Meetings

  1. The Board may hold special closed meetings to discuss sensitive and/or disciplinary items. 
  2. Special meetings of the Board are called with at least three (3) days’ notice by the President or upon the request of two (2) Members in writing to the Board.
  3. There must a quorum of two-thirds (⅔) of Board Members to consider a vote or disciplinary action at a Special Meeting

Article 5 — Elections and Terms of Office

  1. Elections for Board and Office positions will be held annually at least sixty (60) days before the end of the Term. 
  2. Election for the office of President may be held prior to the election of other Board and Officer positions.
  3. The Board will notify Members of an election at least sixty (60) days before the election is held. 
  4. The Board will open nominations at least thirty (30) days before the election. 
  5. Any Member may present a nomination in writing or from the floor of a Regular Meeting, or both. 
  6. Members must be in Good Standing to accept a nomination. 
  7. A nominee must receive the majority of the votes from Members in Good Standing to be elected.
  8. Board elections will be held by electronic poll.
  9. Elected Board Members will sit for one (1) Term.
  10. If any member of the Board vacates their position during their Term, the remaining Board Members may appoint a replacement for the remainder of the Term.
  11. Unless there are exceptional circumstances, no person shall occupy the same office or role on the Board for a period of more than three (3) consecutive Terms. 

Article 6 — Committees

  1. The Board may appoint any RI Standard committees, additional committees, or special committees as necessary or convenient for the administration of the Club, citing their duties in writing at the time of appointment.

Article 7 — Sponsor Club Obligations 

  1. An annual meeting of Members in Good Standing, the Board, and the Sponsor Club shall be held no later than July 1 each year for the purpose of reaffirming the responsibilities and commitment of the sponsorship relationship. One or more Members of the Sponsor Club shall attend no fewer than 50% of regular meetings of the Club annually.

Article 8 — Amendments

  1. These bylaws may be amended by a majority vote of the Members in Good Standing at any Regular Meeting or AGM at which a quorum is present, provided that, at least thirty (30) days before such meeting is to be held, the Board provides in writing:
    1. notice to Members that the Board will put amendments to the Bylaws to a vote; and
    2. the exact wording of the proposed amendment. 
  2. The wording of the proposed bylaws cannot be changed on the floor of a meeting where it is to be voted on, except for corrections of purely grammatical or typographical nature. 
  3. Changes to these bylaws must be consistent with VYP Governing Documents.