As amended, and approved by the Board of Directors on December 18, 2025, and January 15, 2026, 

and approved by vote of the members on March 9, 2026.

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Bylaws of the Rotary Club of Bellingham, Washington, USA

ORGANIZATION AND OBJECTIVES

The Rotary Club of Bellingham was chartered on September 17, 1917, under the auspices of the Constitution and Bylaws of The International Association of Rotary Clubs later to become Rotary International. The purpose of the Club shall be to promote and extend the objectives of Rotary International in the area of the Club’s influence. The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise, in particular:

• The development of acquaintance as an opportunity for service;
• To encourage high ethical standards in business and professions;
• The recognition of the worthiness of all useful occupations;
• The dignifying of each Rotarian’s occupation as an opportunity to serve society;
• The application of the ideal of service in each Rotarian’s personal business and community life;
• The advancement of international understanding, goodwill and peace through a world fellowship of business and professional persons united in the ideal of service.

Article 1    Definitions

Article 2    Board

Section 1.   Composition

The Board of Directors shall consist of four (4) members of the Club in good standing who shall serve a two-year term with two elected each year; these shall be known as Directors. The Board of Directors shall also include as voting members the President, the President-Elect, the Vice President, the Treasurer, and the Immediate Past President. The Executive Secretary shall be an ex-officio member of the Board without vote.

Section 2.   Duties of the Board

A.   The Board of Directors shall conduct the business of the Club, shall receive, consider and act upon the reports and proposals submitted by the committees of the Club. The Board shall review and vote upon recommendations for membership,

B.   The Board of Directors shall evaluate current activities of the Club against the goals and objectives of Rotary International and shall establish programs to serve those goals and objectives.

C.   The Board of Directors shall establish operating policies that are in harmony with the Constitution and Bylaws of the Club. A majority vote of the Board of Directors shall be required to change an operating policy.

Section 3.   Meetings of the Board of Directors

A.   The Board of Directors shall hold a meeting each month at a time and place established by the Board.

B.   Special meetings of the Board of Directors may be called by the President.

C.   A majority of the voting members of the Board of Directors shall constitute a quorum. A majority of the voting members constituting a quorum shall determine issues requiring a vote. 

D.   Meetings of the Board of Directors and the Executive Committee shall be conducted in person, by Zoom or other video meeting platform, or by conference call among the participants, as the Board may from time to time determine. 

Article 3    Nominations and Elections

Section 1.   Nominations

Three weeks prior to the Annual Meeting, a Nominating Committee shall present to the membership a slate of nominees for President, President-Elect, Vice President, and Treasurer, and two Directors. Thereafter, but not later than one week prior to the Annual Meeting, nominations may be presented by the members, either from the floor or by written petition.

Section 2.   Election of Officers and Directors

All nominations duly presented shall be placed on a ballot in alphabetic order under each office which shall be voted upon by the Members of the Club present at the Annual Meeting. Nominees receiving a plurality of votes for each office shall be declared elected. For offices for which more than two candidates have been nominated, election shall be by ranked choice voting.

Section 3.   Office Vacancy

In the event an Officer or Director is unable to serve the remainder of his/her term, the President, with the approval of the Board of Directors will designate his/her replacement.  If any Officer-elect or Director-elect vacates a position the remaining members of the board-elect will appoint a replacement. 

Article 4    Duties of the Officers

Section 1.   Officers Elected by the Membership

The following Officers shall be elected as described in Article 3 of these Bylaws at the Annual Meeting to serve a term of one year commencing the following July 1:

1. President: The President shall preside at all meetings of the Rotary Club of Bellingham, the Board of Directors, and the Executive Committee. He/She shall appoint the Chairman and members of all committees, unless otherwise provided for in the Bylaws. He/She shall serve as an ex-officio member without vote on all committees of the Club. He/She shall perform all functions necessary to the office of President, represent the organization, and perform those duties prescribed by the Bylaws or requested by the Board of Directors or the Executive Committee.

2. President-Elect: The President-Elect shall perform the duties of the President in the absence of the President. He/She shall assist the President as requested, and he/she shall become fully acquainted with procedures in preparation for succession to the office of President.

3. Vice President: In the absence of the President and the President-Elect the Vice President shall perform the duties of the President. He/ She shall secure and arrange for the programs at the weekly meetings of the Club, with the assistance of a program committee, if desired.

4. Treasurer: The Treasurer shall be accountable for keeping current records of all receipts and disbursements of the funds and financial transactions as furnished by the Executive Secretary. He/She shall make periodic reports to the Board of Directors and report to the membership at the annual meeting of the Club.

5. Immediate Past President: The Immediate Past President shall serve as a member of the Board of Directors and the Executive Committee for one year immediately following the term of office as President. He/She shall serve as Chairman of the Nominating Committee and perform such duties as requested by the Board of Directors.

Section 2.   Officers Employed by the Board of Directors

Executive Secretary: The Executive Secretary shall be employed as approved by a majority vote of the Board of Directors, for such periods and on such terms as the Board of Directors may determine for the proper administration of his/her respective duties. The Executive Secretary shall be the Secretary of the Club, shall attend and keep records of all meetings of the Board of Directors, Executive Committee and the committees thereof. He/She shall be an ex-officio, nonvoting member of said committees. Under the supervision of and with the concurrence of the Treasurer, he/she shall receive all funds of the Club, place said funds in appropriate financial institutions and prepare disbursements for the Club. He/She shall perform such other duties as usually pertain to the office, or as the Board of Directors may direct.

Article 5    Meetings 

Section 1.   Annual Meeting

An Annual Meeting of the Membership shall be held at a regular Club weekly meeting by December 31st, with the day set by the Board of Directors. The Purpose of the Annual Meeting shall be to elect the Officers and Directors of the Rotary Club of Bellingham, to present a mid-year report as provided in the Rotary Club of Bellingham Constitution, and to conduct such other business that may come before the membership.

Section 2.   Special Meetings

The Board of Directors may call a special meeting of the membership. No other person or group of persons has authority to call special meetings.

Section 3.   Notice of Meetings

Notice of the time and place of the annual or special meetings shall be given at least three weeks prior to the appointed date.

Section 4.   Regular Meetings

The regular weekly meetings of the Rotary Club of Bellingham shall be held at a time and place determined by the Board of Directors, as provided by Article 7 Section (1)(a) of the Constitution of the Rotary Club of Bellingham.

Article 6     Fees and Dues 

The fees and dues for the Rotary Club of Bellingham shall be established by the Board of Directors.

Article 7      Rules of Order   

In all cases, unless specific provisions to the contrary have been made, the most recently revised edition of Roberts Rules of Order shall apply.

Article 8    Standing and Special Committees

Standing Committees are charged with performing continuing functions that address administrative, operational and/or programmatic efforts of the Club. These Committees shall be constituted of members in good standing. Committees shall report to the Board when necessary but at least once a year.

Section 1.   Executive Committee

The Executive Committee shall consist of the President, President-Elect, Vice President, Treasurer and the Immediate Past President. The committee shall have the power to act for the Board of Directors between meetings of the Board but cannot change any prior decision of the Board. The committee may suggest changes of previous actions for Board reconsideration. The Executive Committee shall be responsible for monitoring the implementation of the Club’s goals and objectives. Meetings of the Executive Committee shall be called as needed by the President or upon the request of two members of the Committee. Actions and recommendations of the Committee shall be reported to the Board of Directors.

Section 2.   Nominating Committee

The Nominating Committee shall consist of the President, President-Elect, the Immediate Past President and two members of the Club in good standing appointed by the Board of Directors at the first Board meeting in October. The Immediate Past President shall serve as Chairman. It shall fulfill its duties in accord with Article 3 of these Bylaws.

Section 3.   Special & Other Committees

The Board of Directors shall establish such Committees as are necessary to perform the continuing functions that address the administrative, operational and/or programmatic efforts of the Club. These Committees shall be constituted of members in good standing appointed by the President of the Club. Committees shall report to the Board of Directors.

Article 9    Finances

Section 1 — Before each fiscal year starts, the Board prepares an annual budget of estimated income and expenditures.

Section 2 — Bills are paid by the treasurer or another authorized Officer, if it is a budgeted item. If not budgeted must be approved by the board.  Two signatures on a check are always required consisting of the President, Treasurer, Executive Secretary, President-Elect and other such person as appointed by vote of the Board.

Section 3 — A qualified person conducts a thorough annual review of all financial transactions.

Section 4 — Club members will receive an annual financial statement of the club.

Section 5 — The fiscal year is from 1 July to 30 June.

Article 10 Membership/Method of Electing Members

Section 1 – Method of Electing Members: This is outlined in our Policy Manual, Section 14.

Section 2 – Membership: This is outlined in our Policy Manual Section 14.2.1.

Section 3 – Dual Membership – A person may simultaneously hold active membership in this and another club, if approved in advance by the Board of Directors.

Section 4 – Each member should attend this club’s regular meetings, or its satellite club’s regular meetings, and engage in this club’s service projects, events, and other activities. The detailed attendance rules and requirements are suggestive in Article 10 of the RCOB Constitution, however, and not mandatory for RCOB members. The Board may adopt additional suggestions or requirements in its Policy Manual and will provide due notice of any mandatory requirements.

Article 11 Amendments

Proposed amendment(s) may be submitted for ratification at the Annual Meeting or a Special Meeting as follows: (a) By being submitted by the Board of Directors; or (b) By being submitted in writing to the Executive Secretary by any Member in good standing for consideration by the Board of Directors at least three (3) months prior to the Annual Meeting or Special Meeting; or (c) By petition of the number of Members closest to ten percent (10%) of the number of dues paying Club Members in good standing at the time the petition is submitted.

After approval by the Board of Directors, or upon receipt of the petition as described in Article 11 (c) above, the Secretary of the Club shall notify the membership of the Club of the proposed amendment(s) at least thirty (30) days prior to the Annual Meeting or Special Meeting.

The proposed amendment shall be deemed ratified if it receives a two-thirds (2/3) majority affirmative vote of the members of the Rotary Club of Bellingham in attendance at the meeting.

Article 12  Effective Date

These Bylaws supersede and replace previous Bylaws and were adopted by a two thirds (2/3) majority of the membership of the Rotary Club of Bellingham in attendance at the Special Club Meeting of March 9, 2026, following notice of the proposed amendments duly given at least thirty days in advance.

Article 13  Dissolution

In the event that this Club should cease operations, all funds or other assets remaining after such dissolution shall be distributed to the Rotary Club of Bellingham Foundation or a successor charitable organization with the same purposes. It is intended that this Article shall be interpreted so as to comply fully with the requirements of WAC 230-04-024.