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Board of Directors Training Seminar 2010

Board of Directors Training Seminar 2010. Defining Documents PDG Gene Hernandez. Defining Documents. The Vehicle Code regulates how we travel along our highways. When we stop, when we go, and how fast we go.

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Board of Directors Training Seminar 2010

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  1. Board of Directors Training Seminar2010 Defining Documents PDG Gene Hernandez

  2. Defining Documents • The Vehicle Code regulates how we travel along our highways. When we stop, when we go, and how fast we go. • These rules of the road benefit the traveling public through the safe, efficient flow of traffic.

  3. Defining Documents • In the governance of a Rotary club, we also have a set of rules that define how a Rotary club functions; it is important that every Rotary leader knows, understands and follows those rules.

  4. Defining Documents • Like an onion, the rules come in layers: • The Rotary Club Charter • The Rotary Club Constitution • The Rotary Club Bylaws • The Rotary Club Code of Policy • The Rotary Club Procedure Manual Each layer has a unique set of parameters that are determined by how it is created and how it can be adapted or revised.

  5. Defining Documents

  6. Club Charter • The charter document from Rotary International is what designates a Rotary club’s status as a member of Rotary International. • It is a document that has changed in appearance over the past years, but the wording has remained constant.

  7. Club Charter • The following is a factual representation of a Rotary Club Charter: “This certifies that the Rotary Club of Chino, California, USA, having been duly organized and having agreed, through its officers and members, to be bound by the Constitution and Bylaws of Rotary International, which agreement is evidenced by the acceptance of the certificate, is now a duly admitted member of Rotary International and is entitled to all the rights and privileges of such membership.”

  8. Club Charter • This charter clearly defines the relationship of the local Rotary club to Rotary International • Where the club is located • Defines as a condition of membership the acceptance of the RI Constitution and the Bylaws of RI

  9. Club Charter • The Constitution of Rotary International clearly reinforces that requirement: Article 5 Membership Section 3 – Ratification of Constitution and Bylaws. “Every club granted a certificate of membership in RI and accepting the same thereby accepts, ratifies, and agrees to be bound in all things, not contrary to law, by this constitution and the bylaws of RI, and amendments thereto, and to faithfully observe the provisions thereof.”

  10. Club Charter • The relationship between R I and the local Rotary club is often misconstrued as a direct line of authority with the Rotary club and its members at the bottom reporting to the local District Governor, who reports to the President of RI.

  11. Club Charter • Relationship is one of two separate organizations • More like a franchisee-franchisor relationship • RI provides a franchise to the local Rotary Club • Club becomes a franchisee as a part of the Rotary International organization

  12. Club Charter

  13. The Rotary Club Constitution • For a Rotary club to be a member of Rotary International, it must adopt the standard Rotary Club Constitution. • This requirement is clearly defined in the Bylaws of Rotary International • Article 2 Membership in Rotary • 2.030 Adoption of Standard Rotary Club Constitution by clubs.

  14. The Rotary Club Constitution • “The standard club constitution shall be adopted by all clubs admitted to membership.”

  15. The Rotary Club Constitution • Article 2 Membership in Rotary (Cont.) • 2.030.1 Amendments to the Standard Club Constitution. • “The standard club constitution may be amended in the manner prescribed in the constitution documents. Such amendments shall automatically become a part of the constitution of each club.”

  16. The Rotary Club Constitution • The Standard Rotary Club Constitution provides for 3 modifications: • Title - Constitution of the Rotary Club of ______ • Article 2 - Name - The name of this organization shall be the Rotary Club of _________________ • Article 3 - Locality of the Club - The locality of this club is as follows: ______________________ • The Standard Rotary Club Constitution can be found on the Rotary website and in the Manual of Procedure

  17. The Rotary Club Constitution The Bylaws of Rotary International provide for 2 exceptions to the adoption of the Standard Rotary Club Constitution:

  18. The Rotary Club Constitution • 2.030 Adoption of Standard Rotary Club Constitution by Clubs • EXCEPTION: 2.030.2 Clubs chartered before 6 June 1922 • EXCEPTION: 2.030.3 Exceptions by the Board to the Standard Club Constitution. “The Board may approve provisions in an individual club’s constitution which are not in accordance with the standard club constitution so long as such provisions do not contravene the RI constitution and bylaws.”

  19. The Rotary Club Bylaws • The Rotary Club Constitution lays out the requirements for establishing the club bylaws under Article 17 Bylaws: • “This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with 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.”

  20. The Rotary Club Bylaws • There are 6 places in the recommended Rotary Club Bylaws for choices to make the bylaws meet the needs of the Rotary Club: • The name of the Rotary Club • The number of Directors • The date of the annual meeting • The day of the week and time of the regular meeting • The amount of the initiation fee • The amount of dues

  21. The Rotary Club Bylaws • The adoption and amendments of the Rotary Club Bylaws is by general membership. • Clubs have often devoted hours of needless time and energy over the idea of changing their bylaws to establish the unique character and circumstances of their Rotary club.

  22. The Rotary Club Bylaws • Staying within the requirements of ‘not inconsistent with the constitution and bylaws of RI,’ can create a lot of discussion and requires a delicate balancing act of definition. • If any doubt exists, the proposed changes should be submitted for the consideration of the Board of Directors of RI.

  23. The Rotary Club Bylaws In general, it is undoubtedly best to stay within the offered choices of the recommended bylaws.

  24. The Rotary Club Bylaws • The Standard Rotary Bylaws can be found on the Rotary website and in the Manual of Procedure. • Every current and past President has received a copy of the Manual of Procedure.

  25. Codes of Policies • The next level of governance of the Rotary club is the Code of Policies. • RI has a Code of Policies which is a codification of the general and permanent policies of RI. • This includes decisions of the RI Board, RI Conventions, and the RI Councils on Legislation and have been compiled since 1910.

  26. Codes of Policies • One of the stated goals of RI Code is to provide a practical and helpful document, which will serve as a model for Rotary clubs and districts • Adoption and amendment of Rotary Club Code of Policy is by the club board of directors • RI Code of Policies can be found on Rotary website

  27. Codes of Policies • The creation and adoption of policy is where the Rotary club establishes their uniqueness • Policies are the guiding principles that provide a basis for decisions • It is through policies that the board of directors governs the affairs of the Rotary club

  28. Codes of Policies • Policies deal with setting expectations • Expectations are often viewed as goal setting • Help establish vision for the club • Expectations may be in the form of membership development, service projects or social events

  29. Codes of Policies • Policies also establish limitations • Limitations may be in the form of budgets and financial controls • Board of directors can also place limitations, i.e., maximum number of members, fundraising events or service projects

  30. Codes of Policies • Policies may also define the relationship between the board of directors and the committees that answer to the board • Board may establish policies that direct all committees to report in writing, on a monthly basis, what they are doing • May establish who receives the reports, i.e., club president, members of the board

  31. Codes of Policies • Policies may also define how the board itself makes and implements decisions • Policies are powerful tools in defining and governing the individual Rotary club

  32. Procedural Manuals • On the Rotary International level, it is known as the Manual of Procedure (MOP) • The purpose of the MOP is to help clubs and district leaders understand Rotary and the Rotary policies and procedures most relevant to their service • The manual is published every 3 years

  33. Procedural Manuals • The majority of the process of creating a written policy and procedure is the result of leaders who encourage, require, and sometimes demand that every project have an after-action report • Such reports force those responsible for an activity or project to think through what they are doing and provide a starting point for the next time a similar project is embarked upon

  34. Procedural Manuals • The board of directors should diligently ask committees for both after-action reports and written procedures to establish baseline knowledge for successful projects and activities

  35. Procedural Manuals - Budgets • Creating budgets are the key policy -making activities of the board of directors • Budgets establish expectations, priorities, and limitations • The board member who glances at the numbers with indifference before voting is sidestepping one of his/her primary responsibilities and an opportunity for governance

  36. Procedural Manuals - Budgets • The first question to ask when reviewing the budget is how reasonable are the expectations for generating the budgeted income that supports the budget • The follow-up question should be how realistic the allocation of resources and income are in relation to the goals and aspirations of the organization

  37. Procedural Manuals - Budgets • Bottom line test: Does the budget balance? Is there more expense than revenue? • What if? • What if the revenue is insufficient to fund budgeted expenses?

  38. Procedural Manuals - Budgets • What if the proposed projects are more expensive than planned? • Is there planned wiggle room? • It may be reasonable to have 3 budgets: optimistic, realistic, and pessimistic projections .

  39. Closing What is the difference between work and Rotary? Do we treat Rotary like work? We do use some of the same tools in both our work and Rotary. So what is the difference?

  40. Closing In a word: Motivation It is not what we do but why we do it!

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