BYLAWS OF
THE ROTARY CLUB OF CHAPEL HILL

BYLAWS OF THE ROTARY CLUB OF CHAPEL HILL

Bylaws amended February 23, 2026

Article 1 Definitions

Club: The Rotary Club of Chapel Hill.

Board: The board of directors of this Club.

Director: A member of this Club’s board.

Member: A member, other than an honorary member, of this Club.

Quorum: The minimum number of participants who must be present when a vote is taken: one-third of the Club’s members for decisions and a majority of the directors for board decisions.

RI: Rotary International.

Year: The 12-month period beginning July 1 of each year.

Article 2 Membership

• Active Member: A dues-paying voting member of the Club who is in good standing as defined by the board.

• Honorary Member: A person identified by the board as being worthy because of distinguished service. An honorary member pays no dues and has no voting rights.

• Associate Member: An organization or group of professionals who share a membership. The corporation or group pays the same dues as an individual, and any member of the group may attend meetings or events. Associate members do not have voting rights.

• Visiting Member: A dues-paying member of another club who is temporarily living in or visiting the area and who wishes to be affiliated with the Club. Visiting members are non-voting, pay no dues, and are responsible for any additional fees, such as dinner fees or financial obligations not associated with Club membership. 

Article 3 Board 

The governing body of this Club is its board of directors, consisting of the president, immediate past president, president-elect, secretary, treasurer, and at least four directors (one of whom is designated by the president as Sergeant-at-Arms). 

The president of the UNC Rotaract Club shall be a non-voting member of the board. 

In addition to the regular duties of governing the Club, the board approves candidates for each of the Club membership categories.

Article 4 Elections and Terms of Office

Section 1 — Members nominate candidates for president, vice president, secretary, treasurer, and any open director positions. The candidates may be presented by a nominating committee and/or by active Club members. 

Section 2 — The candidate who receives a majority of the votes of those attending the annual meeting for each office is declared elected to that office. 

Section 3 — If any officer or board member vacates their position, the remaining members of the board will appoint a replacement.

Section 4 — If any officer-elect or director-elect vacates a position, the remaining members of the board will appoint a replacement. 

Section 5 — The terms of office for each role are:

• President: One year; two term limit 

• President-elect:  One year

• Treasurer:  One year; No term limit

• Secretary:  One year; No term limit

• Sergeant-at-Arms: One year; No term limit

• Director: One year; may be reappointed each year for up to 3 years

Article 5 Duties of the Officers

Section 1 — The president presides at Club and board meetings, ensures all officers are carrying out their assigned responsibilities in a timely fashion and assures that there are adequate resources to support Club operations and service projects.  S/he will send out notices of Club meetings and board meetings. 

Section 2 — The immediate past president serves as a director on the board. S/he shall orient the new president and board to their duties and advise on changes required to ensure the smooth and effective running of the Club.

Section 3 — The president-elect prepares for his or her year in office and serves as a director. The president-elect shall preside over Club and board meetings in the absence of the president, prepares a detailed plan of operations and service projects as well as a budget (in collaboration with board members) for the next Rotary year. Attends the annual Rotary President-Elect Training Seminar (PETS) meeting.  

Section 4— A director attends Club and board meetings, helps determine Club policy, reviews and revises the bylaws and assists in setting and approving the budget.

Section 5 — The secretary shall keep membership records; record attendance at meetings;  send out notices of Club assemblies and annual meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on January 1 and July 1 of each year,  prorated reports on October 1 and April 1 of each active member who has been elected to membership in the Club since the start of the July or January semiannual reporting period, and changes in membership; provide the monthly attendance report; check bills from the host facility for accuracy against membership records in collaboration with the treasurer; prepare membership packets for new members; ensure new members are recorded on the district website; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary.

Section 6 — The treasurer has custody of all Club funds, maintains all financial records, provides a detailed report at each board meeting, and works with the board to prepare each Rotary year budget. Additionally, the treasurer prepares all financial statements required. The treasurer invoices and collects dues and any other fees from Club members.

Section 7 — The sergeant-at-arms maintains order in Club meetings. S/he will act as a “greeter” of guests at meetings of the Club and provide name tags. The sergeant-at-arms is responsible for hiring a caterer, planning and setting up for all meeting meals, maintaining proper decorum at meetings and such other duties as may be prescribed by the president or the board.

Section 8 ---The board may form committees to:

• establish an annual plan including all service projects;

• prepare and execute the annual budget;

• recruit new members;

• develop and maintain a website;

• oversee all public relations;

• act as liaison with the District and RI;

• and, oversee specific service projects.

Article 6 Meetings 

Section 1 — An annual/assembly meeting of this Club is held no later than December 31 of each year to elect the officers and directors who will serve for the next Rotary year.

Section 2 — This Club meets as follows: every first and third Tuesday of every month – except in July and August – from 6:00 p.m. up to 8:00 p.m. at a site designated by the board. Reasonable notice of any change or cancellation of the regular meeting will be given to all Club members. The location, date, and/or time of the meeting may be changed at the discretion of the board. 

Section 3 — Board meetings are held monthly at the discretion of the president, and are open to all members. Meetings may be held virtually or in person. Special meetings of the board are called with reasonable notice by the president or upon the request of two directors. The board may act without a meeting if, prior to the meeting no director opposes such action, Directors may also participate in a meeting of the board by means of a telephone conference call by which all persons participating are able to hear one another or through an internet-enabled meeting where all persons participating are able to send and receive all communications among all participants.

Section 4 — Club Assemblies.  To ensure that all members are updated on major board actions and important activities at District/Rotary International level, a club assembly shall be held at least twice yearly at the discretion of the president and the board. One assembly shall be held each year in conjunction with the annual meeting.

Article 7 Dues

Club dues are set annually by the board. They are paid as follows: invoices are sent to each member. Annual Club dues include RI per-capita dues, subscriptions to an official magazine, district per-capita dues, and any other Rotary or district per-capita assessment.

Article 8 Method of Voting 

The business of this Club is conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot. If there is only one candidate for any officer or director position, the vote may be by voice or show of hands. The board may also provide a ballot for a vote on some resolutions.

Article 9 Committees 

Section 1 —The board shall decide which club committees listed in article 11, section 7, of the Standard Rotary Club Constitution shall be formed.

Section 2 — The president is an ex-officio member of all committees. 

Section 3 — Each committee’s chair is responsible for the meetings and activities of the committee, supervises and coordinates its work, and reports to the board on all committee activities.

Article 10 Finances 

Section 1 — Before each fiscal year begins, the board prepares an annual budget of estimated income and expenses. 

Section 2 — The treasurer deposits Club funds in a financial institution or institutions designated by the board. The funds are designated by the board as either for operations or service projects. 

Section 3 — Bills are paid by the treasurer or another authorized officer and approved by two other officers or directors.

Section 4 — A qualified person conducts a thorough annual review of all financial transactions. 

Section 5 — Club members will receive an annual financial statement of the at the annual meeting.  At the discretion of the board, Club members shall also receive a mid-year financial report, including income and expenses of the first six months of the current year, at a meeting held by June 30 of each year.

Section 6 — The fiscal year is from July 1 to June 30.

Section 7 — The treasurer and president are authorized users at any financial institutions where the Club deposits funds. These individuals may appoint other Club members to have this responsibility. 

Article 11 Method of Electing Members

Section 1 — A member of this Club or another club proposes a candidate for membership to the board and/or the membership committee.

Section 2 — The board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.

Section 3 — If the board approves the candidate’s membership, the prospective member is invited to join the Club.

Article 12 Amendments

These bylaws may be amended at any regular Club meeting. Changing the Club bylaws requires sending written notice to each member 21 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.