ROTARY ACTION GROUP STANDARD BYLAWS
ARTICLE I - NAME
Section 1.1. The name of this Rotary Action Group shall be Rotary Action Group for Girls’ Empowerment (RAGGE).
ARTICLE II - PURPOSE
Section 2.1. The purpose of this Rotary Action Group shall be to build an association of Rotary and Rotaract members, as well as non-member experts and interested parties (including Peace Fellows and Rotary Alumni), who are united to facilitate, foster and conduct local and international service programs which encourage, assist and support Rotary and Rotaract clubs, districts and multi-districts in planning, sponsoring, enhancing and executing community development and humanitarian service projects that advance the object of Rotary.
This Rotary Action Group is committed to fostering international leadership, friendship, and service. This Rotary Action Group is action-oriented where its membership is composed of any community member who has expertise and/or a passion for being active in designing solutions, creating awareness, and executing local and international programs focused on Girls’ Empowerment and its related priorities, including:
- Education;
- Health & Wellness;
- Safety & Well-Being;
- Economic Enhancement & Security; and,
- Advocacy & Engagement
This Rotary Action Group shall operate in compliance with Rotary International’s policies for Rotary Action Groups, but it shall not be an agency of, or controlled by, Rotary International.
ARTICLE III - MEMBERSHIP
Section 3.1. Membership in this Rotary Action Group shall be open to any interested individual over the age of eighteen (18) years, as well as, to registered organizations, where, in any case, the physical and legal parties agree to and act in accordance to the Rotary Code of Policies. and where membership is at the discretion of this Rotary Action Group’s Board of Directors.
Section 3.2. Membership may be offered on an annual basis. multi-year and/or lifetime memberships may be offered at the discretion of this Rotary Action Group’s Board of Directors.
Section 3.3 Membership may also be offered to Rotary and Rotaract clubs and districts in good standing on an annual basis at the discretion of this Rotary Action Group’s Board of Directors.
Section 3.4 Membership is only confirmed as active and current by payment of dues to this Rotary Action Group where the respective amount of dues for each type of membership and relevant timeframes will be set and updated by this Rotary Action Group’s Board of Directors and published annually.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1. This Rotary Action Group shall be governed by a Board of Directors with no fewer than seven (7) seats ‒ four (4) of which shall be filled by the mandatory officers consisting of the [two co-chairs or chair and vice-chair], secretary, and treasurer, with the three (3) other seats filled by the technical officer, program coordinator and membership coordinator. The number of directors shall be self-determined by this Rotary Action Group’s Board. No less than 80 percent of the directors shall be active Rotarians. Rotaractors, or Peace Fellows. Up to 20 percent of the board positions may be occupied by independent outside board members, who are not a Rotarian, Rotaractor, or Peace Fellow and who comply with Rotary International’s policies for Rotary Action Groups, as set forth in the Rotary Code of Policies. This Rotary Action Group’s Board of Directors shall familiarize themselves with these policies and any amendments to these policies as adopted by the RI Board of Directors from time to time.
Section 4.1.1 A director of this Rotary Action Group may, if all the directors consent, participate in a meeting of directors or of any committee of the directors by means of such telephone, internet or other communication facility as permits all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at that meeting.
Section 4.1.2 Decisions relevant to questions or other matters arising at any meeting of this Rotary Action Group’s Board of Directors shall be determined by a simple majority of votes.
Section 4.1.3 Within thirty (30) days of all meetings of this Rotary Action Group’s Board of Directors, minutes should be available to all members.
Section 4.2. Terms for directors of this Rotary Action Group may last from one to six years. After completing a leadership term, directors are ineligible to serve until three years have passed. Terms shall commence on 1 July of the calendar year elected and end on 30 June of the terminal year.
Section 4.3. This Rotary Action Group’s Board of Directors shall practice and enforce Rotary International’s guidelines and code of conduct on diversity, equity and inclusion..
Section 4.3.1. This Rotary Action Group’s Board of Directors shall endeavor to maintain a composition of persons where no one gender exceeds more than sixty percent (60%) of the total number of directors.
Section 4.4. This Rotary Action Group’s Board of Directors shall practice and enforce Rotary International’s guidelines and code of conduct on youth protection..
Section 4.5. This Rotary Action Group’s Board of Directors shall practice and enforce Rotary International’s guidelines and code of conduct on harassment.
Section 4.6. This Rotary Action Group’s Board of Directors shall endorse, support, integrate and comply with Rotary International’s Action Plan..
Section 4.7. This Rotary Action Group’s Board of Directors shall ensure that no religious beliefs, political issues, partisan positions, nor other non-Rotary organizations are promoted by this Rotary Action Group or its members, or that this Rotary Action Group functions for the sole purpose of advocacy.
Quorum
Section 4.8. A simple majority of the directors of this Rotary Action Group shall constitute a quorum of the board for the transaction of business and, notwithstanding any vacancy among the directors, a quorum may exercise all powers of the directors. No business shall be transacted at a meeting of directors unless a quorum is present.
Objections to Board Decisions
Section 4.9. The time for objecting to a decision of the Board of this Rotary Action Group on any issue shall be within (4) days of the publication of the Board’s decision, unless expressly stated to be otherwise in this Rotary Action Group’s Bylaws in which instance the time set out in this Rotary Action Group’s Bylaws shall prevail. Any objection under this provision shall be in writing and submitted to the Secretary.
Section 4.10. On receipt of an objection, the Secretary of this Rotary Action Group shall communicate the same electronically to the general membership and the said objection shall be heard and voted upon at the next regular meeting of the general membership following the publication of the objection by the Secretary, unless further time for voting is agreed upon by a simple majority of the members present and entitled to vote at the meeting. The objection shall be upheld on receipt of a majority of votes at the next regular meeting of the general membership.
ARTICLE V - OFFICERS
Section 5.1. This Rotary Action Group shall be administered by at least five (5) officers, consisting of [the two Co-Chairs or one Chair and one Vice-Chair], one secretary, one treasurer, and one technical officer. Additional officer roles may be created by this Rotary Action group’s Board.
All officers shall only be active Rotarians, Rotaractors, or Peace Fellows. The terms of officers shall be staggered, shall not exceed three years, and shall coincide with the Rotary year, i.e. 1 July through 30 June.
Section 5.2. The officers shall perform the duties and functions usually attached to the title of their respective offices, together with such other duties as may be prescribed by this Rotary Action Group’s Board of Directors. The officers perform their appointment unsalaried..
Section 5.3. The officers shall perform the duties and functions related to their appointment unsalaried and/or uncompensated unless otherwise deemed necessary and prescribed by this Rotary Action Group’s Board of Directors.
Section 5.4. The Rotary Action Group Chair shall appoint a Technical Officer to take office on the next 1 July. The appointment shall be endorsed by two-thirds of the Rotary Action Group’s Board. The Technical Officer role shall be filled by a member of the TRF Cadre of Technical Advisers with professional expertise in the Action Group’s area of concentration. The Technical Officer shall serve as a liaison between the Rotary Action Group and the TRF Cadre of Technical Advisers and shall be responsible for maintaining and increasing the level of expertise in the Action Group.
ARTICLE VI - MEETINGS
Section 6.1. An annual general meeting (“assembly”) of the members of this Rotary Action Group shall take place virtually or in-person as determined by this Rotary Action Group’s Board of Directors. At this assembly, the election and installation of incoming directors and officers and other business shall take place. The exact date, time, and location of the annual meeting of the members shall be set by this Rotary Action Group’s Board of Directors and announced to the members at least 60 days prior to the meeting.
Section 6.2. The assembly of this Rotary Action Group shall involve the following powers: i) To adopt resolutions on the legal representation, management and defense of the interests of its members; ii) To control the activity and management of the board of directors; iii) To approve the annual budgets of expenditure and income, and the annual report of activities; iv) To elect, remove or replace members of the board of directors; v) To establish the general lines of action that shall allow the vision, mission, goals and objectives of this Rotary Action Group to be fulfilled; vi) To adjust and/or confirm the fees that the members have to pay; and vii) To dissolve and liquidate this Rotary Action Group.
Section 6.3. The assembly is validly constituted with the attendance of at least one-third (⅓) of this Rotary Action Group’s members with voting rights, present or represented.
Section 6.4. Each member of this Rotary Action Group has one vote at the assembly where resolutions shall be taken by a simple majority of votes of those present or represented.
Section 6.5. Persons or entities whose membership dues owed to this Rotary Action Group are pending or unpaid have no right to vote at the assembly or other occasion until their respective dues are paid in full.
Section 6.6. The Secretary of this Rotary Action Group shall duly inform all members of any assembly at least 60 days prior and include relevant details of meeting dates, times and locations, as well as, provide an agenda for the assembly at least ten (10) days prior which includes all current and outstanding items for redress pertinent to the governance, administration, membership, programs, finances and/or other significant matters relevant this Rotary Action Group, its working groups or committees or Board of Directors.
Section 6.7. The Secretary of this Rotary Action Group shall provide relevant minutes of prior assemblies to all members for review at least ten (10) days prior to the date of the next scheduled assembly where such minutes shall be reviewed for the purpose of approval or amendment.
Section 6.8. The Secretary of this Rotary Action Group shall take the minutes of each session of the assembly and be responsible for circulating, maintaining and archiving such, where copies of minutes for any past assembly may be provided upon request.
Section 6.9. An annual meeting of the incoming Board of Directors of this Rotary Action Group shall take place immediately subsequent to the assembly.
Section 6.10. Regular meetings among members of this Rotary Action Group shall be held at least once per quarter with no less than four (4) regular meetings of members taking place each year.
Section 6.11. The current Board of Directors of this Rotary Action Group shall hold scheduled meetings each month, with no less than six (6) meetings taking place each year and no more than two (2) months expiring between meetings.
ARTICLE VII - ELECTION OF DIRECTORS
Section 7.1. A Nominating Committee shall be appointed by this Rotary Action Group’s Board of Directors and so indicated in a notice to the members. Notice sent by mail or transmitted via email to the last known address of the members shall be considered good and sufficient notice. The Nominating Committee shall receive nominations for expiring Director positions until a specified deadline, whereupon nominations shall be closed. The Nominating Committee may also offer its own nominees for election. All nominees must indicate their willingness to serve prior to their names being submitted to the Nominating Committee.
Section 7.2. The names of the nominees for Director positions shall be distributed to the members of this Rotary Action Group, along with a voting ballot, at least 30 days prior to the annual general meeting (“assembly”) of the members. Ballots may be sent by mail or electronically to the last known address of all members in good standing. Ballots shall indicate that they must be returned to the Nominating Committee at least seven days prior to the annual general meeting (“assembly”).
Section 7.3. Any effort to influence the selection process for an elective role in any manner, including campaigning, canvassing, or electioneering, is prohibited and will lead to disqualification from nomination. Members of this Rotary Action Group or their representatives shall not campaign, canvass, or electioneer for elective position in this Rotary Action Group or allow such activity, for either themselves or others. Unless expressly authorized by this Rotary Action Group’s Board, this prohibition includes any distribution or circulation by themselves or others of brochures, literature, letters, materials, electronic media, or other communications to any clubs or members of clubs. If a candidate (or any member of this Rotary Action Group) learns of any prohibited activity, they shall immediately express disapproval, instruct the activity to be stopped and and raise it to the attention of the Board of Directors for investigation and further action.
Section 7.4. Votes may be cast online by members of this Rotary Action Group using a prescribed and approved mechanism or platform.
Section 7.5. The Nominating Committee of this Rotary Action Group shall tally the votes cast and announce the newly elected incoming directors prior to the annual general meeting (“assembly”) of the members.
Section 7.6. A vacancy in this Rotary Action Group’s Board of Directors shall be filled for the remainder of the term by the Rotary Action Group’s Board of Directors.
Section 7.7. A director may be removed from office by a two-thirds vote of this Rotary Action Group’s Board of Directors, or, by a two-thirds vote of the membership or in accordance with state or national law.
ARTICLE VIII - ELECTION AND APPOINTMENT OF OFFICERS
Section 8.1. At this Rotary Action Group Board of Director’s annual general meeting (“assembly”), the Chair may appoint the secretary, treasurer and technical officer. Appointments shall be endorsed by two-thirds (⅔) of this Rotary Action Group’s Board. Unless the appointed officer is a Director, they are not a voting member of the Rotary Action Group’s Board.
Section 8.2. At its annual general meeting (“assembly”) the incoming members of this Rotary Action Group’s Board of Directors shall meet and elect from its members the incoming officers of the Rotary Action Group, who shall become officers-elect on the first day of July following their election. Appointed roles are excluded from the election process.
Section 8.3. A vacancy in any office shall be filled for the remainder of the term by this Rotary Action Group’s Board of Directors.
Section 8.4. An officer may be removed from office by a two-thirds vote of this Rotary Action Group’s Board of Directors, or, by a two-thirds vote of the membership or in accordance with state or national law.
ARTICLE IX - FISCAL MATTERS
Section 9.1. The fiscal year of this Rotary Action Group shall be the same as the Rotary year, i.e.1 July through 30 June.
Section 9.2. This Rotary Action Group has no founding (in-cash) assets nor shall it call upon any of its members to provide for such at any time other than where a member is fully reimbursed.
Section 9.3. The financial resources of this Rotary Action Group shall be obtained from member dues, official or private subsidies, grants, and/or donations, inheritances or legacies.
Section 9.4. All the members of this Rotary Action Group are obliged to support it financially, through membership dues, in the manner and proportion determined by the assembly, on the proposal of the board of directors where decisions from the assembly may establish ordinary periodic annual or biannual fees, as well as, extraordinary fees.
Section 9.5. This Rotary Action Group shall exclusively and directly pursue non-profit purposes and conduct related operations and transactions accordingly as defined by and in compliance with state or national law.
Section 9.6. This Rotary Action Group is selflessly active where it does not primarily pursue its own economic purposes. All funds associated with this Rotary Action Group shall only be used for purposes in accordance with non-profit practices where members may not receive any benefits from funds in their capacity as members and no person or entity may be favored by expenses that are alien to the purpose of this Rotary Action Group or by disproportionately high remuneration.
Section 9.7. This Rotary Action Group’s membership dues shall be set by the Board of Directors and shall be due on 1 July of each year. This Rotary Action Group’s membership dues shall be of a reasonable amount.
Section 9.8. Funds associated with this Rotary Action Group shall be deposited and maintained in a financial institution approved by the Board of Directors.
Section 9.9. An annual independent review of finances shall take place following the close of the fiscal year and this Rotary Action Group shall provide a report to the members on the findings and recommendations of the review..
Section 9.10. This Rotary Action Group shall abide by and follow all guidelines and policies related to financial matters as set forth by the RI Code of Policies, including those addressing matters such as the independent review of financial statements, the use of membership dues, the solicitation of funds, grant-seeking through other organizations, and cooperative relationships with other organizations.
ARTICLE X - HARASSMENT-FREE ENVIRONMENT
Section 10.1. This Rotary Action Group is committed to maintaining an environment that is free of harassment. Harassment is broadly defined as any conduct, verbal or physical, that denigrates, insults or offends a person or group based on any characteristic (age, ethnicity, race, colour, abilities, religion, socioeconomic status, culture, sex, sexual orientations or gender identity). All members and individuals attending or participating in this Rotary Action Group’ meetings, events or activities should expect an environment free of harassment and shall help maintain an environment that promotes safety, courtesy, dignity, and respect to all. All allegations of criminal activity should be referred to appropriate local law enforcement authorities.
Section 10.2 This Rotary Action Group shall promptly address allegations of harassment brought before it and shall not retaliate against those making the allegation. This Rotary Action Group’s Board, or a committee appointed by the chair for this purpose, shall review and respond to each allegation of harassment within a reasonable time-frame, typically one month. If the chair or other leaders of this Rotary Action Group is/are the alleged offender, the immediate past chair (or most recent chair), directly or by appointment of a committee for this purpose, shall review and respond to the allegation. If the alleged offender is a member of this Rotary Action Group’s board, he or she is expected to recuse himself or herself from the discussion. The review and/or investigation shall be dependent on the circumstances including the severity and pervasiveness of the behavior.
This Rotary Action Group shall report allegations of harassment to the alleged offender’s club president and district governor where applicable.
Section 10.3 The Rotary Action Group shall protect the safety and wellbeing of all youth participating in its activities and comply with Rotary International’s youth protection policies.
Section 10.4 Membership in or affiliation to this Rotary Action Group shall not be granted to a person who is known to have engaged in sexual abuse or harassment or other illicit or criminal activity or who is explicitly prohibited from being a member of a Rotary or Rotaract Club.
ARTICLE XI - REGIONAL COORDINATORS
Section 11.1 This Rotary Action Group shall have Regional Coordinators for as many geographical regions across the globe as deemed necessary.
Section 11.2. This Rotary Action Group deals with issues that are sometimes linked to cultural, religious and tribal traditions, customs, and practices. It is therefore crucial for any party seeking assistance or support from this Rotary Action Group to be connected to and liaise with a representative of this Rotary Action Group who is familiar with and knowledgeable of the social and cultural background of the relevant region or community. Therefore, the Regional Coordinators of this Rotary Action Group shall be chosen from amongst the different continents/subcontinents/regions of the world so as to best accommodate applicable cultures and customs.
Section 11.3. Regional Coordinators of this Rotary Action Group shall also hold relevant knowledge and experience of its general vision, mission and goals, as well as of its priorities, related programs, partners and resources, either because of their profession, their studies or personal experience in volunteer work related to such.
Section 11.4. Regional Coordinators of this Rotary Action Group shall also advocate for its vision, mission and principles and convey a call to action in their region. They shall reach out to the district governor lines within their areas, present this Rotary Action Group and encourage districts to involve Rotary and Rotaract clubs and members to explore and realize relevant service projects and activities in their communities, as well as, foster the establishment of an appropriate district chair and/or committee dedicated to promoting and supporting the goals of this Rotary Action Group.
Section 11.5. The office of a Regional Coordinator has no fixed term nor holds any automatic or pre-defined appointment, role or seat on the Board of Directors of this Rotary Action Group. Regional Coordinators do not necessarily need to be Rotarians, Rotaractors, or Peace Fellows and can be added or exchanged at any time, depending on the wishes of the people involved and the criterion of the Board.
ARTICLE XII - PRIORITIES, PROGRAMS AND COMMITTEES
Section 12.1. This Rotary Action Group has identified the following five (5) core priorities related and relevant to its vision, mission and goals
- Education;
- Health & Wellness;
- Safety & Well-Being;
- Economic Enhancement & Security; and
- Advocacy & Engagement
Section 12.2. This Rotary Action Group shall develop programs, resources and activities in line with its core priorities, as well as, foster, facilitate and support service projects among clubs and districts also in line with such.
Section 12.3. This Rotary Action Group shall form appropriate sub-leadership teams, working groups and/or committees composed of persons who have demonstrated relevant experiences and qualifications in line with its core priorities and who shall undertake the necessary roles and responsibilities required to achieve this Rotary Action Group’s vision, mission and goals.
Section 12.4. Sub-leadership teams, working groups and/or committees of this Rotary Action Group shall be led by an appropriate member who has been approved by the Board and who has duly appointed another member to act in his/her absence.
ARTICLE XIII - CHAPTERS
Section 13.1. This Rotary Action Group shall form country or regional chapters to diversify involvement and increase its regional impact.
Section 13.2. The chapters must use this Rotary Action Group’s RI-approved name and visual identity with a country or regional identifier.
Section 13.3. This Rotary Action Group shall oversee its chapters and be responsible for their compliance with RI’s policies.
Section 13.4. This Rotary Action Group may collect dues from its chapters to offset administrative expenses incurred as a result of supporting chapters.
ARTICLE XIV - LOGO AND BRANDING
Section 14.1. This Rotary Action Group shall work with RI and the Rotary Brand Center to develop, use and maintain a logo system where the Rotary Masterbrand is joined with the name and/or logo of this Rotary Action Group.
Section 14.2. To remain consistent with this branding architecture, any chapters of this Rotary Action Group must follow the same logo design strategy where an appropriate and official chapter logo will only be provided by this Rotary Action Group where it cannot be edited, adjusted, or altered for any reason.
Section 14.3. Any intentional or unintentional misuse or misrepresentation of this Rotary Action Group’s logo system or that of any of its chapters shall be immediately addressed with any necessary actions taken to correct or remove such instances of misuse or misrepresentation.
ARTICLE XV - DATA PROTECTION
Section 15.1. The following data may be collected from members of this Rotary Action Group as part of its membership administration:
- Full Name (inclusive of first, middle and last names)
- Home or Work Mailing Address
- E-mail address,
- Home, Work and/or Mobile phone number
- Date of Birth
- Affiliated Rotary or Rotaract Club (where applicable)
- Rotary biography (where applicable)
- Profession
- Place of Work
- Professional biography (where applicable)
- Relevant groups, associations or organizations to which the member belongs
Section 15.2. This data or any part thereof is processed, stored and maintained within the framework of membership and administration of this Rotary Action Group.
Section 15.3. This Rotary Action Group publishes the data of each member internally, as well as, externally only upon receiving consent from each respective member and shall exclude the data of members who have objected to publication.
ARTICLE XVI - INCORPORATION AND NON-PROFIT STATUS
Section 16.1. This Rotary Action Group may at any time seek or maintain incorporation in accordance with the RI Code of Policies.
Section 16.2. This Rotary Action Group shall at any time seek or maintain non-profit and/or charitable status under applicable state or national law in accordance with the RI Code of Policies.
ARTICLE XVII - DISSOLUTION
Section 17.1. This Rotary Action Group may be dissolved either by the fulfillment of the purposes that determined its creation or, if not, by the will of the members expressed in the general assembly convened for this purpose, or by an RI decision, or by the decision of an appropriate and governing legislative body.
Section 17.2. Upon confirmed decision to dissolve this Rotary Action Group, the general membership must take the appropriate measures both regarding the purpose of the assets and rights of this Rotary Action Group and the purpose, extinction and liquidation of any pending operations.
Section 17.3. The members and directors of this Rotary Action Group are exempt from personal liability. Their responsibility is limited to fulfilling the obligations they have voluntarily undertaken.
Section 17.4. Members may not receive any shares of this Rotary Action Group’s assets upon their resignation or upon the dissolution or annulment of this Rotary Action Group.
Section 17.5. The functions of liquidation and execution of the resolutions referred to in this article are the responsibility of this Rotary Action Group’s board of directors, if the general membership has not otherwise conferred this mission to a liquidation committee specially appointed for this purpose.
Section 17.6. In the event of its dissolution, this Rotary Action Group shall donate any remaining funds and/or proceed from the liquidation of assets to The Rotary Foundation.
ARTICLE XVIII - COMPLIANCE WITH RI POLICIES
Section 18.1. This Rotary Action Group shall comply with Rotary International’s policies for Rotary Action Groups, as set forth in the Rotary Code of Policies. This Rotary Action Group’s Board of Directors and executive officers shall familiarize themselves with these policies and any amendments to these policies as adopted by the RI Board of Directors from time to time.
ARTICLE XIX - AMENDMENTS
Section 19.1. These standard bylaws may be amended only by the RI Board of Directors.
Section 19.2. This Rotary Action Group must adopt RI’s amendments to the standard bylaws once the general secretary communicates such amendments to Rotary Action Groups.
Section 19.3. Notwithstanding the above provision, this Rotary Action Group may adopt bylaws and administration procedures not in conflict with the provisions of these bylaws and the constitution and bylaws of Rotary International. Updated bylaws must be submitted to the general secretary for review and filing.
ARTICLE XX - APPLICATION OF LAW
Section 20.1. This Rotary Action Group, its bylaws, policies and practices are ruled under laws and regulations of the United States of America.