Section 1.1. The name of this Rotarian Action Group shall be Rotarian Action Group for Microcredit (action group).
ARTICLE II - PURPOSE
Section 2.1. The purpose of this action group shall be...
The establishment and operation of an association of Rotarians for the purposes of:
advancing the Object of Rotary by providing assistance and support to Rotary clubs, districts and multi-districts in planning and implementing large-scale, community development and humanitarian service projects through the provision of microcredit and other financial services to the poor;
educating Rotarians, Rotary clubs, districts, multi-districts on the value of microcredit and microfinance as tools for the relief of poverty;
raising the profile of microcredit and microfinance within Rotary International and in the general public;
and such other complementary purposes not inconsistent with these objects.
This action group shall operate in compliance with Rotary International's policies for Rotarian
Action Groups, but it shall not be an agency of, or controlled by, Rotary International.
ARTICLE III - MEMBERSHIP
Section 3.1. Membership in the action group shall be open to all active members of Rotary clubs (Rotarians) in good standing, spouses of Rotarians, and members of Rotaract clubs (Rotaractors).
Section 3.2. Membership shall be offered on an annual basis. Lifetime memberships may be offered at the discretion of the action group's Board of Directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1. The action group shall be governed by a Board of Directors with no fewer than five members. The number of directors shall be self-determined by the action group's Board. All directors shall be active Rotarians.
Section 4.2. Terms for directors may last from one to three years. Directors' terms are renewable for up to six years. After six consecutive years of service, 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.
ARTICLE V - OFFICERS
Section 5.1. The action group shall be administered by at least three executive officers, one of whom shall be the Chair (administrative head). All officers shall be active Rotarians. The terms of officers shall be one year 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 the action group's Board of Directors.
ARTICLE VI - MEETINGS
Section 6.1. An annual meeting of the members shall take place at the RI Convention each year, or elsewhere as determined by the action group's Board of Directors. At this meeting the 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 the action group's Board of Directors and announced to the members at least 60 days prior to the meeting.
Section 6.2. An annual meeting of the incoming action group's Board of Directors shall take place immediately subsequent to the annual meeting of the members.
ARTICLE VII - ELECTION OF DIRECTORS AND OFFICERS
Section 7.1. A Nominating Committee shall be appointed by the 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 by a specified deadline to be considered valid nominees for election.
Section 7.2. The names of the nominees for Director positions shall be distributed to the members, along with a voting ballot, at least 30 days prior to the annual meeting of the members. Ballots may be sent by mail or transmitted via email 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 meeting.
Section 7.3. The Nominating Committee shall tally the votes cast and announce the newly elected incoming directors prior to the annual meeting of the members.
Section 7.4. At its annual meeting the incoming members of the action group's Board of Directors shall meet and elect from its members the incoming officers of the action group, who shall take office on the first day of July following their election.
Section 7.5. A vacancy in the action group's Board of Directors, or any office, shall be filled by action of the action group's Board of Directors.
Section 7.6. A director or officer may be removed from office by a two-thirds vote of the action group's Board of Directors, or, by a two-thirds vote of the membership.
ARTICLE VIII - FISCAL MATTERS
Section 8.1. The fiscal year of the action group shall be the same as the Rotary year, i.e.1 July through 30 June.
Section 8.2. The action group's dues shall be set by the Board of Directors and shall be due on 1 July of each year. The action group's dues shall be of a reasonable amount and limited to that necessary to cover administrative costs.
Section 8.3. Only funds derived from membership dues or administrative grants shall be collected by the action group and used towards administrative expenses. These funds shall be deposited in a financial institution approved by the Board of Directors.
ARTICLE IX - COMPLIANCE WITH RI POLICIES
Section 9.1. The action group shall comply with Rotary International's policies for Rotarian Action Groups, as set forth in the Rotary Code of Policies. The 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 X - AMENDMENTS
Section 10.1. These bylaws may be amended only by the RI Board of Directors.
Section 10.2. Notwithstanding the above provision, the action group may adopt administration procedures not in conflict with the provisions of these bylaws and the constitution and bylaws of Rotary International.