BYLAWS OF THE ROTARY FOUNDATION OF ROTARY INTERNATIONAL
Article Subject Page
I
Purposes of
Corporation..............................................................................243
II
Membership...................................................................................................243
III
Board of
Trustees...........................................................................................244
IV
Meetings of Trustees
.....................................................................................246
V
Officers of the
Corporation..........................................................................247
VI
Committees....................................................................................................248
VII
Joint Committee of Trustees and Directors
of the Corporate Member
............................................................................249
VIII
Financial
Reports...........................................................................................250
IX
Miscellaneous
................................................................................................250.
Article I Purposes of Corporation
Section 1.1 — Purposes. The purposes of the corporation shall be as provided in the
articles of incorporation.
Article II Membership
Section 2.1 — Members. The corporation shall have one class of members, which
class shall consist of one member, designated as the “corporate
member.” The initial
corporate member shall be Rotary International, an Illinois
not-for-profit corporation,
or any successor thereto resulting by merger, consolidation, or change
of name. If a vacancy shall exist in the
position of corporate member for
any reason,
the trustees of the corporation shall elect a new corporate member.
Section 2.2 — Elections and Appointments.
Annually, the corporate member shall
appoint trustees to succeed trustees whose terms have expired and to fill
vacancies
that have occurred. Such action by the corporate member shall constitute
the annual meeting of members.
Section 2.3 — Manner of Acting. The corporate member, except as otherwise pro-vided
herein, shall act by majority vote of its international board of
directors
communicated to the chairman or general secretary of the corporation by
written
instrument signed by an officer of the corporate member specifying the
action
taken.
Section 2.4 — Matters Requiring Approval
of the Corporate Member. The corporate
member must approve the following actions of the trustees:
(a) Expenditures from the property of the Foundation, except for:
(i) the necessary expenses of administration of the Foundation, and
(ii) expenditures of income or principal of gifts to the Foundation
which are prescribed by the terms of the gift or bequest,
both of which require only the approval of the trustees;
(b) Amendment or restatement of the articles of incorporation or the
bylaws;
(c) Merger, consolidation, dissolution, or sale, lease, exchange,
mortgage, or
pledge of substantially all the assets of the corporation;
(d) All proposed programs, projects, or activities of the corporation,
before their
promulgation or funding, for the purposes set forth in the articles of
incorporation.
Section 2.5 — Responsibilities of the
Corporate Member. The corporate member shall
have the following responsibilities:
(a) To encourage officers of Rotary International and all Rotarians to
support
the programs, projects and activities of the Foundation through personal
involvement and financial contributions and to promote Foundation
pro-grams,
projects, and activities through club, district, and international
meetings,
leadership development, and educational programs and publications;
(b) To propose to the trustees new programs, projects or activities of
the
Foundation.
Bylaws of The Rotary Foundation
of Rotary International.
Article III Board of
Trustees
Section 3.1 — General Powers. Directors of this corporation shall be known as
trustees. All business of the corporation shall be managed by the
trustees, except
certain matters must also receive approval of the corporate member, as
set forth
in section 2.4 of article II. In managing the affairs of the corporation,
the trustees
shall be authorized to exercise all powers as are now or may hereinafter
be grant-ed
to the corporation by the Illinois General Not for Profit Corporation Act
of
1986, or any successor legislation adopted by the State of Illinois of
the United
States of America; except that such powers may be exercised only in
furtherance
of the purposes of the corporation as stated in its articles of
incorporation and consistent
with its status as a corporation described in section 501(c)(3) of the
Unit-ed
States Internal Revenue Code of 1986, as amended. The trustees shall have
the
following specific duties:
(a)
To hold, invest, manage, and administer all funds and property of the
Foundation.
In furtherance of this responsibility, in addition to the powers
other-wise
granted by statute or these bylaws, the trustees are authorized to do the
following:
(i) To sell, lease, transfer, or exchange all or any part of the property
of the Foundation at such prices and upon such terms and conditions
and in such manner as they may deem best;
(ii) To execute and deliver any proxies, powers of attorney, or
agreements
that they may deem necessary or proper and that may be
permitted by law;
(iii) To invest and reinvest in such loans, securities, or real estate as
they may deem suitable for the investment of Foundation funds;
(iv) To determine whether money or property coming into their pos-session
shall be held as unrestricted funds for the accomplishment
of the general purposes of the Foundation or shall be held as
restricted or endowment funds for the accomplishment of specific
purposes, and to charge or apportion expenses or losses to
restricted or unrestricted funds as they may deem just and equitable;
(v) To select and employ suitable agents and attorneys, including the
employment of investment managers to whom may be delegated
such powers in managing and investing the funds of the corporation
as the trustees may deem advisable, and as the laws of the
jurisdiction may permit, and to pay their reasonable compensation
and expenses;
(vi) To adopt budgets and appropriate funds for programs, projects
and activities of the Foundation; and
(vii) To pay all necessary expenses of administering the Foundation,
including the expenses of the trustees, out of the funds of the
Foundation, unless they be otherwise provided by the directors of
the corporate member;
(b)
To assess, accept and refuse on behalf of the corporation any
position as fiduciary
however established; and to exercise all lawful fiduciary powers in and
under the laws of any state or nation, including without limitation all
the
powers of trustee given under the
Illinois Trusts and Trustees Act and other
applicable laws of Illinois; and to disclaim or to grant or withhold any
releases
in or with respect to any property, funds or other interests, beneficial
or
legal, when acting on behalf of the corporation or others in any
capacity, fiduciary
or otherwise;
(c)
To create, administer and manage or to participate in investment
partner-ships,
such as pooled investment funds;
(d)
To administer all programs, projects and activities of the
Foundation, except
when the trustees and the corporate member agree that a specific program,
project or activity of the Foundation shall be administered by the
corporate
member as an agent of the trustees or by both in cooperation;
(e)
To evaluate on a continuing basis all programs, projects and
activities fund-ed
by the Foundation and report to the corporate member annually concerning
all awards and grants made by the Foundation;
(f)
To promote the Foundation and disseminate information about it, and
to pro-vide
appropriate forms of recognition to individuals, Rotary clubs, and others
who support the Foundation;
(g)
To assume primary responsibility for developing and initiating new
Foundation
programs, projects, or activities;
(h) To establish or affiliate with any related, subordinate or other
charitable corporations,
foundations, trusts or similar organizations in any country or
region of the world;
(i) To consider and approve proposals by the directors of the corporate
member
of resolutions related to the Foundation and of amendments to the
provisions
of the bylaws or constitution of the corporate member concerning the
Foundation prior to their consideration by a council on legislation of
the corporate
member. If such amendments or resolutions are proposed by other
parties, the trustees and the directors of the corporate member shall
jointly
consider such amendments prior to their consideration by a council on
legislation
of the corporate member; and
(j) To adopt and amend additional rules and regulations for the
administration
of the Foundation as in their opinion may be necessary or advisable,
provided
such rules and regulations shall not be contrary to the constitution and
bylaws of the corporate member or to the articles of incorporation of the
Foundation and to these bylaws.
Section 3.2 — Number, Appointment and
Term. The number of trustees shall be thirteen
(13). The trustees shall be appointed by the president of the corporate
member,
with the concurrence of the directors of the corporate member. Four (4)
of the
trustees shall be past presidents of the corporate member. The terms of
trustees
shall be four (4) years. Trustees may be reappointed after the conclusion
of any
term of service as trustees, provided that they then satisfy the
qualifications for
serving as trustee set forth in this section and section 3.3 of this
article. Barring
death, resignation, removal, or failure of qualification, each trustee
shall hold
office for the term for which the trustee is selected or until the
selection and qualification
of a successor.
Section 3.3 — Qualifications. Each trustee shall be a member, other than an honorary
member, of a Rotary club. Each trustee shall be a Rotarian with broad
expe.rience in Rotary life and
with senior executive and policy-making experience,
particularly in finance and the fields in which the Foundation supports
activities.
Trustees shall be appointed from various parts of the world.
Section 3.4 — Resignation. Any trustee may resign verbally at a trustee meeting or
by letter addressed to the corporation’s general secretary, and such
trustee’s resignation
shall take effect when indicated and without formal acceptance.
Section 3.5 — Removal. Any trustee who fails to satisfy the qualifications set forth
in section 3.3 of this article shall forfeit the office of trustee at the
time of such failure,
and no further action by the directors of the corporate member or the
remaining
trustees shall be necessary to effect such forfeiture. A trustee whose
office is
forfeited pursuant to this action shall be replaced in accordance with
section 3.6
of this article. If a trustee becomes disabled, to the extent such
trustee is unable to
discharge adequately the duties of the office, as determined by the
trustees and
the corporate member, such trustee shall forfeit the office upon such
determination,
and be replaced as provided in section 3.6 of this article. For good and
sufficient
cause, and upon notice to all the trustees and the trustee concerned (who
shall be given an opportunity to be heard), a trustee may be removed by
the
three-fourths vote of the directors of the corporate member. Such removal
shall be
effective upon ratification of the directors’ action by majority vote
at the next
scheduled convention of the corporate member.
Section 3.6 — Vacancies. Any vacancy among the trustees caused by death, resignation,
failure of qualification, disability, or removal may be filled for the
balance
of the term by the corporate member in accordance with the procedures
specified
in section 3.2 of this article. Successor trustees shall have all powers
and discretions
and shall be charged with duties identical to those conferred upon the
original
trustees.
Section 3.7 — Chairman. The trustees shall annually elect one of the trustees as
chairman for the following year. In the case of death, resignation,
disability, or
removal of the chairman, the trustees shall elect a chairman to serve for
the unexpired
term.
Section 3.8 — Compensation. The trustees shall serve without compensation.
Article IV Meetings of Trustees
Section 4.1 — Annual Meeting. The annual meeting of the Foundation trustees will
be held each year at such time and at such place within or without the
State of Illinois
as shall be designated by the trustees. If necessary or desirable, the
trustees
and the directors of the corporate member may hold a joint meeting at any
mutually
agreeable time and place.
Section 4.2 — Other Meetings. There shall be such other meetings of the trustees as
may be called from time to time by the chairman of the trustees or by the
majority
of the trustees by written notice to the other trustees.
Section 4.3 — Notice of Meetings. Unless waived in writing, written or printed notice
of the time (date and hour) and place of all regular trustees’ meetings
shall be
mailed to each trustee at the trustee’s residence or usual place of
business at least
thirty (30) days before the meeting date or given to the trustee by
personal delivery,
telegraph, or telephone at least twenty (20) days before the meeting
date.
Notice of special meetings shall be
mailed at least ten (10) days before the meeting
date or given to the trustee by personal delivery, telegraph, or
telephone at
least six (6) days before the meeting date. Attendance of a trustee at a
meeting constitutes
waiver of notice except where the trustee attends for the express purpose
of objecting to the transaction of business because the meeting is not
lawfully
called or convened.
Section 4.4 — Quorum and Manner of
Acting. A majority of the trustees then qualified
and acting shall constitute a quorum for the transaction of business at
any
trustees’ meeting, and any matter requiring action by the trustees may
be decided
by a majority vote of the trustees present, unless otherwise provided by
statute
or in these bylaws. In the absence of a quorum, a majority of the
trustees present
may, without further notice, adjourn the meeting until such time as a
quorum is
present. No notice of any adjourned meeting need be given.
Section 4.5 — Informal Action. Any action which may be taken at the meeting of the
trustees may be taken without a meeting if a consent in writing, setting
forth the
action so taken, shall be signed by all of the trustees entitled to vote
on the matter.
The general secretary shall have authority to send out ballots-by-mail
when
the subject matter comes under existing policies. When the subject matter
relates
to other than existing policies, the chairman of the trustees shall have
authority
to determine whether the matter shall be handled in a ballot-by-mail or
held
over until the next meeting of the trustees.
Section 4.6 — Telephonic meetings. Trustees may participate in and act at any meeting
of the trustees through the use of a conference telephone or other
communications
equipment by means of which all persons participating in the meeting
can communicate with each other. Participation in such a meeting shall
constitute
attendance and presence in person at the meeting of the person or persons
so participating.
Section 4.7 — Presiding Officer. The chairman of the trustees will preside at all meetings
of the trustees. In the absence of the chairman or the vice-chairman, the
trustees will select a chairman
pro
tem from among their number.
Article V Officers of the Corporation
Section 5.1 — Titles. The officers of the corporation shall be the chairman of the
trustees (“the chairman”), the vice-chairman, and the general
secretary.
Section 5.2 — Election, Term, and
Compensation. The chairman and the vice-chairman
shall be annually elected by the trustees for a term of one year. The
general secretary
shall be elected by the directors of the corporate member, and shall be
the
same individual who is the general secretary of the corporate member.
Barring
death, resignation, disability, failure of qualification, or removal,
each officer shall
serve for the term of election or until a successor is selected and
qualified. The
chairman and vice-chairman shall serve without compensation. The
compensation
of the general secretary shall be fixed by the corporate member.
Section 5.3 — Resignation. Any officer may resign by letter addressed to the chairman
and such resignation shall take effect when indicated and without formal
acceptance.
Section 5.4 — Removal. The chairman or the vice-chairman may be removed, with
or without cause, by the trustees at any meeting of the trustees. The
general sec-retary
may be removed by the directors of the corporate member.
Section 5.5 — Vacancies. Any vacancy in any office may be filled for the balance of
the term by a successor elected or appointed by the persons authorized to
elect or
appoint such officer.
Section 5.6 — Chairman. The chairman shall be the highest officer of the corporation
and shall in acting on behalf of the trustees provide regular oversight
and direction
for the operations and activities of the corporation. The chairman may
delegate any powers of the office to other trustees or officers of the
corporation.
The chairman shall appoint the members of all standing and temporary
com-mittees,
and shall be a member of all committees, voting only in the event of a
tie. The chairman may act in emergency matters for the trustees when the
trustees
or their executive committee is not in session or cannot be easily called
into
session, so long as such action is in harmony with the constitution and
bylaws of
the corporate member and the articles of incorporation of the Foundation
and
these bylaws.
Section 5.7 — Vice-Chairman. The vice-chairman shall act on behalf of the chair-man
between meetings of the trustees when delegated by the chairman to do so
or when for any reason the chairman is unable to act.
Section 5.8 — General Secretary. The general secretary shall be the chief administrative
and financial officer of the corporation, subject to the direction of the
trustees and the chairman and responsible for the implementation of the
trustees’
policies and for general management and administration of the
corporation.
Section 5.9 — Other Duties. In addition to the foregoing enumerated duties and
powers, the several officers of the corporation shall perform such other
duties and
exercise such other powers in accord with these bylaws, as the trustees
may from
time to time delegate or determine, or as may be assigned to them by the
chair-man
or any other superior officer. Any officer acting on behalf of the
trustees
shall report such action to the trustees at their next scheduled meeting.
Article VI Committees
Section 6.1 — Number and Term. The trustees of the corporation shall establish committees,
and prescribe the duties and authority of such committees, as they from
time to time may determine is in the best interests of the corporation.
The number
of members on the committees and the term of membership shall be as
deter-mined
by the trustees, provided that no committee shall have and exercise the
authority of the trustees in the management of the corporation unless a
majority
of the members of the committee are trustees.
Section 6.2 — Membership. The chairman shall appoint the members of the committees
and any subcommittees thereof, and shall also designate the chairman of
each committee and subcommittee. Each committee shall consist of at least
two
trustees.
Section 6.3 — Meetings. Committees and subcommittees shall meet at such times
and places and upon such notice as may be determined by the chairman of
the
trustees. A majority of the membership of the committee shall constitute
a
.quorum, and the act of a majority of the
members present at a meeting at which
a quorum is present shall be the act of the committee.
Section 6.4 — Standing Committees. Unless otherwise provided by majority vote of
the trustees present at the annual meeting or other meeting, the
corporation shall
have an executive committee, a finance committee, a programs committee,
and a
development committee. Each committee shall have such membership and
duties
as may be set forth by the trustees from time to time.
Section 6.5 — Temporary Committees. The chairman of the trustees may, from time to
time, establish temporary ad hoc committees and appoint the members and
chair-men
thereof. These committees may contain trustees, who shall always have
voting
rights, and/or non-trustees, who may be voting members or not at the
discretion of the chairman of the trustees.
Article VII Joint Committee of Trustees and Directors of the Corporate
Member
Section 7.1 — Membership and Term. As a means of maintaining mutual under-standing
and cooperation between the trustees and the directors of the corporate
member, a joint committee of trustees and directors of the corporate
member
shall be established and maintained. The committee shall consist of
between
three (3) and five (5) directors of the corporate member and an equal
number of
trustees. The directors shall be appointed by the president of the
corporate member,
and the trustees shall be appointed by the chairman of the trustees.
Members
of the committee shall serve for one year terms and may be reappointed.
Section 7.2 — Powers. The committee may consider matters of mutual interest to the
trustees and directors, and is authorized to make recommendations to be
approved by the trustees and the directors of the corporate member.
Section 7.3 — Meetings. The committee shall meet at the joint call of the president
of the corporate member and the chairman of the trustees.
Section 7.4 — Vacancies. The chairman of the trustees and the president of the corporate
member, respectively, shall have the power to fill vacancies caused by
the
death, resignation, disability, removal, or failure of qualification of
members they
appoint.
Section 7.5 — Notice. Unless waived in writing, written or printed notice of the time
(date and hour) and place of all committee meetings shall be mailed to
each committee
member at the member’s residence or usual place of business at least
thirty
(30) days before the meeting date or given to the member by personal
delivery,
telegraph, or telephone at least twenty (20) days before the meeting
date. Attendance
of a committee member at a meeting constitutes waiver of notice except
where such member attends for the express purpose of objecting to the
transaction
of business because the meeting is not lawfully called or convened.
Section 7.6 — Quorum and Manner of
Acting. A majority of both the Foundation
trustees and the directors of the corporate member appointed to the joint
committee
shall constitute a quorum for the transaction of business at any meeting.
The act of a majority of the members present at any meeting at which a
quorum
is attained shall be the act of the joint committee. In the absence of a
quorum, a
majority of the members present may adjourn the meeting from time to
time,
until a quorum is present. No notice of any adjourned meeting need be
given.
.Article VIII Financial
Reports
Section 8.1 — Books and Financial
Records. The trustees shall provide for the keeping
of accurate books and records of the receipts, expenditures, investments,
properties,
and all other assets of the Foundation to the end that all property
received
by the corporation shall be devoted exclusively to the purposes set forth
in the
articles of incorporation.
Section 8.2 — Reports. The trustees shall periodically notify the directors of the corporate
member of the status of Foundation appropriations and also of the amount
of money that may be available to further the purposes of the Foundation.
Section 8.3 — Audit. The corporation, as an administration expense, shall annually
engage the auditors employed to audit the accounts of the corporate
member
to audit the accounts of the Foundation. The general secretary shall
distribute the
auditors’ report to the trustees and to the directors of the corporate
member and
shall cause such report, in such form as the general secretary may deem
appropriate,
to be published and distributed.
Section 8.4 — Surety Bonds. The trustees shall determine the necessity and amount
of surety bonds for any persons working on Foundation activities and
provide in
the administration budget of the Foundation for the cost of such bonds.
Section 8.5 — Fiscal Year. The fiscal year of the corporation shall be the same as the
fiscal year of the corporate member.
Section 8.6 — Budget. Each year the trustees shall adopt a budget for the succeeding
fiscal year, which they may revise in the succeeding fiscal year if
necessary.
Section 8.7 — Reimbursement for Services
by Corporate Member. The Foundation shall
reimburse the corporate member for the cost of all administrative and
other ser-vices
requested by the trustees. The general secretary shall present a forecast
of
the expense of such services at the time the trustees adopt the annual
budget for
the Foundation. Pursuant to this forecast, the trustees shall from time
to time
during the fiscal year advance payments towards these expenses. After the
financial
audit and review of both the Foundation and the corporate member at the
end
of the fiscal year, any documented difference, whether excess or
deficiency,
between the forecast and actual expenses incurred in performing such
services
shall be adjusted accordingly.
Article IX Miscellaneous
Section 9.1 — Indemnification. The Foundation shall indemnify all of its present
and former trustees and officers to the full extent permitted by the
Illinois General
Not for Profit Corporation Act of 1986, or any successor legislation
adopted
by the State of Illinois of the United States of America, the relevant
indemnification
provisions of which act are hereby incorporated herein by reference. In
addition,
the Foundation may, upon approval of the trustees, indemnify any
committee member or agent of the Foundation to the full extent permitted
under
the said General Not for Profit Corporation Act. The Foundation shall
also cause
to be purchased insurance for such indemnification of its officers and
trustees to
the full extent determined from time to time by the trustees of the
Foundation.
Section 9.2 — Seal. The seal of the corporation shall be in such form as may from
time to time be adopted by the trustees.
Section 9.3 — Grant Policy. The following persons are ineligible for any award or
grant from the Foundation:
(a)
a Rotarian, with the specific exemption of all volunteer services as
identified
by the trustees;
(b)
an employee of a club, district or other Rotary entity, or of Rotary
International;
and
(c)
a spouse, a lineal descendant (child or grandchild by blood and any
legally
adopted child), a spouse of a lineal descendant, or an ancestor (parent
or
grandparent by blood) of any person in categories (a) or (b).
Section 9.4 — Bylaws Amendments. These bylaws may be reviewed from time to
time for necessary and timely revision by the trustees. Upon the approval
of such
revision by the trustees, the revision shall be transmitted to the
directors of the
corporate member for their subsequent approval. Revisions to the bylaws
shall be
effective upon their approval by the directors of the corporate member,
provided,
however, that any bylaws that are inconsistent with the provisions of the
constitution
or bylaws of the corporate member shall not be effective until approved
by the council on legislation of the corporate member.
