Constitution of the Rotary Club of Walhalla
Article I Definitions
As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the
1. Board: The Board of Directors of this club.
2. Bylaws: The bylaws of this club.
3. Director: A member of this club’s Board of Directors.
4. Member: A member, other than an honorary member, of this club.
5. RI: Rotary International.
6. Year: The twelve-month period which begins on 1 July.
Article II Name
The name of this organization shall be Rotary Club of Seneca
(Member of Rotary International)
Article III Locality of the Club
The locality of this club is as follows Seneca, South arolina USA
Article IV Object
The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular,
to encourage and foster:
First. The development of acquaintance as an opportunity for service;
Second. High ethical standards in business and professions; the recognition of the worthiness of all useful
occupations; and the dignifying of each Rotarian’s occupation as an opportunity to serve society;
Third. The application of the ideal of service in each Rotarian’s personal, business, and community life;
Fourth. The advancement of international understanding, goodwill, and peace through a world fellowship
of business and professional persons united in the ideal of service.
Article V Meetings
Section 1 — Regular Meetings.
(a) Day and Time. This club shall hold a regular meeting once each week on the day and at the time provided
in the bylaws.
a. The bylaws of Rotary International provide that each club admitted to membership in RI shall
adopt this prescribed standard club constitution.
(b) Change of Meeting. For good cause, the board may change a regular meeting to any day during the period
commencing with the day following the preceding regular meeting and ending with the day preceding the
next regular meeting, or to a different hour of the regular day, or to a different place.
(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday or in case of the death of
a club member, or of an epidemic or of a disaster affecting the whole community, or of an armed conflict in
the community which endangers the lives of the club members. The board may cancel not more than four
regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to
meet for more than three consecutive meetings.
Section 2—Annual Meeting. An annual meeting for the election of officers shall be held not later than 31 December
as provided in the bylaws.
Article VI Membership
Section 1 — General Qualifications. This club shall be composed of adult persons of
good character and good business and professional reputation.
Section 2 — Kinds. This club shall have two kinds of membership, namely: active
** Interim Provision Relating to Section 2 — Notwithstanding the provisions of article VI, section 2, no one who was a member of a Rotary club as of 1 July 2001 shall
lose membership by reason of enactment 01-148 adopted by the 2001 Council on
Section 3 — Active Membership. A person possessing the qualifications set forth in
article V, section 2 of the RI constitution may be elected to active membership in
Section 4 — Transferring or Former Rotarian.Amember may propose to active membership
a transferring member or former member of a club, if the proposed member
is terminating or has terminated such membership in the former club due to
no longer being engaged in the formerly assigned classification of business or profession
within the locality of the former club or the surrounding area. The transferring
or former member of a club being proposed to active membership under
this section may also be proposed by the former club.
Section 5 — Dual Membership. No person shall simultaneously hold active membership
in this and another club. No person shall simultaneously be a member
and an honorary member in this club. No person shall simultaneously hold active
membership in this club and membership in a Rotaract club.
Section 6 — Honorary Membership.
(a) Eligibility for Honorary Membership:. Persons who have distinguished themselves by meritorious service
in the furtherance of Rotary ideals may be elect ed to honorary membership in this club. The term of such
membership shall be as determined by the board. Persons may hold honorary membership in more than
** The 2001 Council on Legislation adopted an enactment which eliminated types of
membership (senior active, past service, and additional active) and revised the
classification principle. However, no one who is a member of a Rotary club as of 1
July 2001 will lose membership by reason of the new provisions. All such persons will be
considered active members
(a) Rights and Privileges:. Honorary members shall be exempt from the payment of admission fees and dues,
shall have no vote, and shall not be eligible to hold any office in this club. Such members shall not hold
classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No
honorary member of this club is entitled to any rights and privileges in any other club, except for the right
to visit other clubs without being the guest of a Rotarian.
Section 7 — Holders of Public Office. Persons elected or appointed to public office for a specified time shall not be
eligible to active membership in this club under the classification of such office. This restriction shall not apply to
persons holding positions or offices in schools, colleges, or other institutions of learning or to persons who are
elected or appointed to the judiciary. Members who are elected or
appointed to public office for a specified period may continue as such members in their existing classifications
during the period in which they hold such office.
Section 8 — Rotary International Employment. This club may retain in its membership any member employed by
Article VII Classifications
Section 1 —General Provisions.
(a) Principal Activity. Each member shall be classified in accordance with the member’s business or
profession. The classification shall be that which describes the principal and recognized activity of the firm,
company, or institution with which the member is connected or that which describes the member’s
principal and recognized business or professional activity.
(b) Correction or Adjustment. If the circumstances warrant, the board may correct or adjust the classification of
any member. Notice of a proposed correction or adjustment shall be provided to the member and the
member shall be allowed a hearing thereon.
Section 2 — Limitations. This club shall not elect a person to active membership from a classification if the club
already has five or more members from that classification, unless the club has more than 50 members, in which case,
the club may elect a person to active membership in a classification so long as it will not result in the classification
making up more than 10 percent of the club’s active membership.
Members who are retired shall not be included in the total number of members from a classification. If a member
changes classification, the club may continue the member’s membership under the new classification
notwithstanding these limitations.
** Interim Provision Relating to Section 2 — Notwithstanding the provisions of article VII, section 2, no
one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of enactment
01-148 adopted by the 2001 Council on Legislation. (See footnote for Interim Provision to article VI,
section 2 of this constitution.)
Article VIII Attendance
Section 1 — General Provisions. Each member should attend this club’s regular meetings. Amember shall be
counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present
and is called away unexpectedly and subsequently produces evidence to the satisfaction of the board that such action
was reasonable, or makes up for an absence in any of the following ways:
(a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after the regular time for that
meeting, the member
(1) attends at least 60 percent of the regular meeting of another club or of a provisional club; or
(2) attends a regular meeting of a Rotaract or Interact club or Rotary Community Corps or of a
provisional Rotaract or Interact club or Rotary Community Corps; or
(3) attends a convention of RI, a council on legislation, an international assembly, a Rotary institute
for past and present officers of RI, a Rotary institute for past, present, and incoming officers of RI,
or any other meeting convened with the approval of the board of directors of RI or the president of
RI acting on behalf of the board of directors of RI, a Rotary multi-zone conference, a meeting of a
committee of RI, a Rotary district conference, a Rotary district assembly, any district meeting held
by direction of the board of directors of RI, any district committee meeting held by direction of the
district governor, or a regularly announced intercity meeting of Rotary clubs; or
(4) is present at the usual time and place of a regular meeting of another club for the purpose of
attending such meeting, but that club is not meeting at that time or place; or
(5) attends and participates in a club service project or a club-sponsored community event or meeting
authorized by the board; or (6) attends a board meeting or, if authorized by the board, a meeting of
a service committee to which the member is assigned. When a member is outside the member’s
country of residence for more than fourteen (14) days, the time restriction shall not be imposed so
that the member may attend meetings in another country at any time during the travel period, and
each such attendance shall count as a valid make-up for any regular meeting missed during the
member’s time abroad.
(b) At the Time of the Meeting. If, at the time of the meeting, the member is
(1) traveling with reasonable directness to or from one of the meetings specified in sub-subsection (a)(3) of this section; or
(2) serving as an officer or member of a committee of RI, or a trustee of The Rotary Foundation; or
(3) serving as the special representative of the district governor in the formation of a new club; or
(3) on Rotary business in the employ of RI; or
(4) directly and actively engaged in a district-sponsored or RI- or Rotary Foundation-sponsored
service project in a remote area where making up attendance is impossible; or
(5) engaged in Rotary business duly authorized by the board which precludes attendance at the
(c) Extended Absence on Outposted Assignment. If the member, while working within the member’s own
country of residence for an extended period on an outposted assignment and with the mutual agreement of
the member’s club and a designated club, attends meetings of the designated club.
Section 2 — Excused Absences. A member’s absence shall be excused if
(a) the absence complies with the conditions and under circumstances approved by the board. The board may
excuse a member’s absence for reasons which it considers to be good and sufficient.
(b) the aggregate of the member’s years of age and years of membership in one or more clubs is 85 years or
more and the member has notified the club secretary in writing of the member’s desire to be excused from
attendance and the board has approved.
Section 3 — RI Officers’ Absences.Amember’s absence shall be excused if the member is a current officer of RI.
Section 4 — Attendance Records. Any member whose absences are excused under the provisions of subsection (b)
of section 2 of this article shall not be included in the membership figure used to compute this club’s attendance nor
shall such absences or attendances be used for that purpose.
Article IX Directors and Officers
Section 1 — Governing Body. The governing body of this club shall be the board constituted as the bylaws may
Section 2 — Authority. The board shall have general control over all officers and committees and, for good cause,
may declare any office vacant.
Section 3 — Board Action Final. The decision of the board in all club matters is final, subject only to an appeal to
the club. However, as to a decision to terminate membership, a member, pursuant to article XI, section 6, may either
appeal to the club or request arbitration. If appealed, a decision of the board shall be reversed only by a two-thirds
vote of the members present, at a regular meeting specified by the
board, provided a quorum is present and notice of the appeal has been given by the secretary to each member at least
five (5) days prior to the meeting. If an appeal is taken, the action taken by the club shall be final.
Section 4 — Officers. The club officers shall be a president, a president-elect, and one or more vice-presidents, all
of whom shall be members of the board, and a secretary, a treasurer, and a sergeant-at-arms, who may or may not be
members of the board as the bylaws shall provide.
Section 5 — Election of Officers
(a) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for
the president, each officer shall take office on 1 July immediately following election and shall serve for the
term of office or until a successor has been duly elected and qualified.
(b) Term of President. The president shall be elected as provided in the bylaws, not more than two (2) years but
not less than eighteen (18) months prior to the day of taking office. The president shall serve as presidentelect
for the year immediately preceding the year as president. The president shall take office on
(a) 1 July and shall serve for a period of one (1) year or until a successor has been duly elected and qualified.
(b) Qualifications. Each officer and director shall be a member in good standing of this club. The presidentelect
shall attend the district presidents-elect training seminar and the district assembly unless excused by
the governor-elect. If so excused, the president-elect shall send a designated club representative who shall
report back to the president-elect.
Article X Admission Fees and Dues
Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transferring
or former member of another club who is accepted into membership of this club pursuant to article VI, section 4
shall not be required to pay a second admission fee.
Article XI Duration of Membership
Section 1 — Period. Membership shall continue during the existence of this club unless terminated as hereinafter
Section 2 — Automatic Termination.
(a) Membership Qualifications. Membership shall automatically terminate when a member no longer meets the
membership qualifications, except that
(1) the board may grant a member moving from the locality of this club or the surrounding area a
special leave of absence not to exceed one (1) year to enable the member to visit and become
known to a Rotary club in the new community if the member is still active in the same
classification and continues to meet all other conditions of club membership;
(2) the board may allow a member moving from the locality of this club or the surrounding area to
retain membership if the member remains active in the same classification and continues to meet
all other conditions of club membership; and
(3) a member whose classification is lost without default of the member may retain such classification
and be granted a special leave of absence not to exceed one (1) year to enable the member to
obtain new employment in the current or a new classification. Such member must continue to
meet all other conditions of club membership. Termination of membership would take effect only
at the end of the period of leave granted to the member.
(b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section,
such person may make new application for membership, under the same or another classification. A second
admission fee shall not be required.
(c) Termination of Honorary Membership. Honorary membership shall automatically terminate at the end of the
term for such membership as determined by the board. However, the board may extend an honorary
membership for an additional period. The board may revoke an honorary membership at any time.
Section 3 — Termination — Non-payment of Dues.
(a) Process. Any member failing to pay dues within thirty (30) days after the prescribed time shall be notified
in writing by the secretary at the member’s last known address. If the dues are not paid on or before ten
(10) days of the date of notification, membership may terminate, subject to the discretion of the board.
(b) Reinstatement. The board may reinstate the former member to membership upon the former member’s
petition and payment of all indebtedness to this club. However, no former member may be reinstated to
active membership if the former member’s classification has been filled.
Section 4 — Termination — Non-attendance.
(a) Attendance Percentages. A member must
(1) attend or make up at least 60 percent of club regular meetings in each half of the year;
(2) attend at least 30 percent of this club’s regular meetings in each half of the year. If a member fails
to attend as required, the member’s membership shall be subject to termination unless the board
consents to such non-attendance for good cause.
(b) Consecutive Absences. Unless otherwise excused by the board for good and sufficient reason or pursuant to
article VIII, sections 2 or 3, each member who fails to attend or make up four consecutive regular meetings
shall be informed by the board that the member’s non-attendance may be considered a request to terminate
membership in this club. Thereafter, the board, by a majority vote, may terminate the member’s
Section 5 — Termination — Other Causes.
(a) Good Cause. The board may terminate the membership of any member who ceases to have the
qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the
board members, at a meeting called for that purpose.
(b) Notice. Prior to taking any action under subsection (a) of this section, the member shall be given at least ten
(10) days’ written notice of such pending action and an opportunity to submit a written answer to the board.
The member shall have the right to appear before the board to state the member’s case. Notice shall be by
personal delivery or by registered letter to the member’s last known address.
(c) Filling Classification. When the board has terminated the membership of a member as provided for in this
section, this club shall not elect a new member under the former member’s classification until the time for
hearing any appeal has expired and the decision of this club or of the arbitrators has been announced.
Section 6 — Right to Appeal or Arbitrate Termination.
(a) Notice.Within seven (7) days after the date of the board’s decision to terminate membership, the secretary
shall give written notice of the decision to the member. Within fourteen (14) days after the date of the
notice, the member may give written notice to the secretary of the intention either to appeal to the club or to
arbitrate as provided in article XV.
(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the hearing of the
appeal at a regular club meeting to be held within twenty- one (21) days after receipt of the notice of
appeal. At least five (5) days’ written notice of the meeting and its special business shall be given to every
member. Only members shall be present when the appeal is heard.
(c) Arbitration. In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators
shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or as arbitrator.
(d) Appeal. If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be
subject to arbitration.
(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if
they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal.
Section 7 — Board Action Final. Board action shall be final if no appeal to this club is taken and no arbitration is
Section 8 — Resignation. The resignation of any member from this club shall be in writing, addressed to the
president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to this club.
Section 9 — Forfeiture of Property Interest. Any person whose club membership has been terminated in any
manner shall forfeit all interest in any funds or other property belonging to this club.
Article XII Community, National, and International Affairs
Section 1 — Proper Subjects. The merits of any public question involving the general welfare of the community,
the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed
study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions.
However, this club shall not express an opinion on any pending controversial public measure.
Section 2 — No Endorsements. This club shall not endorse or recommend any candidate for public office and shall
not discuss at any club meeting the merits or demerits of any such candidate.
Section 3 — Non-Political.
(a) Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or opinions, and shall not
take action dealing with world affairs or international policies of a political nature.
(b) Appeals. This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches,
or proposed plans for the solution of specific international problems of a political nature.
Section 4 — Recognizing Rotary’s Beginning. The week of the anniversary of Rotary’s founding (23 February) shall
be known as World Understanding and Peace Week. During this week, this club will celebrate Rotary service,
reflect upon past achievements, and focus on programs of peace, understanding, and goodwill in the community and
throughout the world.
Article XIII Rotary Magazines
Section 1 — Mandatory Subscription. Unless, in accordance with the bylaws of RI, this club is excused by the
board of directors of RI from complying with the provisions of this article, each member shall, for the duration of
membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the
board of directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in
this club and to the end of any six (6) month period during which membership may terminate.
Section 2 — Subscription Collection. The subscription shall be collected by this club from each member
semiannually in advance and remitted to the Secretariat of RI or to the office of such regional publications as may be
determined by the board of directors of RI.
Article XIV Acceptance of Object and Compliance with Constitution and Bylaws
By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and
submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these
conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the
constitution and bylaws regardless of whether such member has received copies of them.
Article XV Arbitration
Should any dispute, other than as to a decision of the board, arise between any current or former member(s) and this
club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already
provided for such purpose, the dispute shall be settled, upon a request to the secretary by any of the disputants, by
arbitration. The procedure utilized for such arbitration shall be as provided in article XI, section 6, subsections (c)
Article XVI Bylaws
This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI,
with the rules of procedure for an administrative territorial unit where established
by RI, and with this constitution, embodying additional provisions for the government
of this club. Such bylaws may be amended from time to time as therein provided.
Article XVII Interpretation
Throughout this constitution, the terminology “mail,” “mailing,” and “ballot-bymail”
will include utilization of electronic mail (e-mail) and internet technology to
reduce costs and increase responsiveness.
Article XVIII Amendments
Section 1 — Manner of Amending. Except as provided in section 2 of this article, this constitution may be amended
only by the council on legislation in the same manner as is established in the bylaws of RI for the amendment of its
Section 2 — Amending Article II and Article III. Article II (Name) and Article III
(Locality of the Club) of the constitution shall be amended at any regular meeting of this club, a quorum being
present by the affirmative vote of a majority of members present and voting, provided that notice of such proposed
amendment shall have been mailed to each member at least ten (10) days before such meeting, and provided further,
that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective
only when so approved.