Rotarian Action Group
for Blindness Prevention
Bylaws as Revised & Approved at the
May 20, 2011 Annual Meeting
 New Orleans, Louisiana (USA)

ARTICLE I - NAME

Section 1.1. The name of this Rotarian Action Group shall be The Rotarian Action Group for Blindness Prevention (Rotarian action group).

ARTICLE II - PURPOSE

Section 2.1. The purpose of this action group shall be...

• To bring together, in fellowship and service, those Rotarians, Rotarian spouses, and Rotaractors who have an active interest in the prevention of blindness and the promotion of eye health and vision worldwide.

• To provide both a platform and a forum to discuss ideas and develop appropriate cooperative programs to further our shared goals.

• To promote international understanding and peace through our common purpose and efforts.

This Rotarian Action Group is an outgrowth of the former Avoidable Blindness Task Force, the Fellowship of Eye Care Professionals, and the Eye Care Fellowship of Rotarians.  All Rotarians, Rotarian spouses, and Rotaractors interested in blindness prevention and improving eye health are invited to become members of this official Rotarian Action Group.

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 this action group shall be open to all active members of Rotary Clubs (Rotarians) in good standing, spouses of Rotarians in good standing, and members of Rotaract Clubs (Rotaractors) who are in good standing. This action group shall assume no liability for services rendered by its members.

Section 3.2. Membership shall only be on lifetime basis, with no expiration. Each member (Active or honorary) shall receive a membership pin and a certificate of membership. Membership fees shall be as follows:

• $100 one time fee for Lifetime membership for all active Rotarians

• $100 one time fee for Lifetime membership for spouses / partners of Rotarians

• $50 one time fee for Lifetime membership for active Rotaractors. Upon a Rotaractor becoming a member of a Rotary club, they shall pay the remaining $50 of the one time fee to become full Lifetime Rotarian members of the RAG.

• Honorary members (non-Rotarian medical personnel) shall be admitted as non-voting members to the RAG and will not be required to pay a fee. Only the Board of Directors shall have the authority to bestow Honorary Membership on an individual.

• All members shall be billed annually for a “voluntary assessment” in the amount of US$25 in July to offset the hard costs and expenses of exhibiting at the Rotary International Convention and the convention of the American Academy of Ophthalmology.  These funds will be used to cover the items and expenses as listed in Article VIII, Section 8.5.  (Adopted unanimously by the membership at the annual meeting held during the 2009 Rotary International Convention in Birmingham, England.)

ARTICLE IV - BOARD OF DIRECTORS

Section 4.1. The governing body of this action group shall be known as the Board of Directors.  The board of Directors shall consist of the officers of the RAG as well as the nine elected Board members and the Executive Secretary who shall be appointed by the Board. The full Board of directors shall consist of the following Officers and Directors:

• Chairman

• Vice Chairman

• Immediate Past Chairman

• Executive Secretary (appointed by Board)

• Teasurer

• Directors (9)

The number of Directors shall be determined by the Board of Directors and shall be increased or decreased in a manner approved by the Board of Directors, but in no event shall there be fewer than three Directors.  At Least one member of the Board of Directors shall be a past district governor of RI.  ALL directors shall be active Rotarians.

Section 4.2. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.  Attendance by conference call or via Internet shall be considered the same as attendance in person to the extent permitted by Law.

Section 4.3. Directors shall serve until their successors are chosen and qualified.

Section 4.4. Terms for Officers and Directors shall be three years with 1/3 of the Directors being elected each year in order to promote continuity. The Chairman, Vice Chairman and Treasurer shall also serve three-year terms with the Vice Chairman succeeding to the office of Chairman following his/her 3-year term as Vice Chairman.  All Officers and Board Member terms of office shall commence on Ju1y 1 of the calendar year in which they were nominated and certified as elected.

Section 4.4.1  Eligibility for Re-election:  Directors are eligible for election to two consecutive 3-years terms.  An additional 3 year term as a Director may be served after they have either served in another position (Officer) or been off the Board entirely for a minimum of 1 year.  There are no limits on the number of terms that the Treasurer and Executive Secretary may serve.

Section 4.5.  The Executive Committee (Nominating Committee): shall be comprised of the following:  Chairman, Vice Chairman, Immediate Past Chairman, Secretary, Treasurer and two (2) members of the Board of Directors decided by the Chairman, Vice Chairman and Executive Secretary.  The two (2) members of the Board of Directors shall be appointed for a 1 year term and are eligible to be re-appointed without limitation on the number of years they can serve on the committee.

ARTICLE V - OFFICERS

Section 5.1. The Officers of this Rotarian action group shall include a Chairman, Vice Chairman, Immediate Past Chairman, Executive Secretary, and Treasurer and other such officers as may be deemed necessary by the Board of Directors. The terms of office shall be three years and shall coincide with the Rotary year. The Board shall establish an “executive committee,” composed of the Chairman, Vice Chairman, Immediate Past Chairman, Executive Secretary, Treasurer and two members of the Board to act on behalf of the Board when necessary and convenient to do so.

Section 5.2. The Officers shall perform the duties and functions usually attached to the title of their respective offices, together with those fixed by Law, and such other duties as may from time to time be prescribed by the Board of Directors.

Section 5.3: No officer, board member or the Executive Secretary shall be paid any type of compensation. The Executive Secretary shall be reimbursed for all RAG administrative expenses related to exhibiting as explained in Article VIII, Section 8.5 and other expenses as required and approved by the RAG Executive Committee throughout the year. 

ARTICLE VI - ELECTION OF DIRECTORS AND OFFICERS

Section 6.1. Nomination Process: Only the current RAG Officers and Board Members shall be eligible to nominate individuals to fill the positions of Chairman, Vice Chairman, Treasurer, Executive Secretary and Directors.  The nomination process shall be as follows:

• January 1 of each year, the Executive Secretary shall submit a request to all officers and Board members to submit their nominations of individuals to be considered for election to any of the following vacancies which may occur at the end of the Rotary year: Chairman, Vice Chairman, Treasurer, Executive Secretary, and Directors. 

• All nominations must be submitted to the Executive Secretary no Later than February 1 of each year.

• It shall then be the responsibility of the Executive Secretary to certify each nomination based on the requirements of each position that will become vacant at the end of the current Rotary year and then notify each nominee of their nomination.  

• Nominees must then respond to the Executive Secretary by the February 15 deadline with the required paperwork (photo, Rotary resume) and indicate their willingness, in writing, to serve in the office they have been nominated for and to endeavor to attend all RI Conventions, RAG Board Meetings and RAG Annual Meetings at no expense to Rotary or to the RAG for BP during their term of office to be considered a valid nominee for election.

• Following the February 15 deadline, the Executive Secretary shall validate the nominees and forward the list of valid nominees to the Nominating Committee no later than March 1.

• The Nominating Committee will then review and develop the agreed upon slate of officers for election.  The slate shall consist of no more than one nominee per office, for each office or director’s position that will become vacant at the end of the Rotary year.  The Nominating Committee Chairman (ie: the RAG Chairman) shall, no later than March 10, provide the slate of officers and/or directors to the Executive Secretary for publication to the entire Board of Directors for the vote no later than March 15.

• Board members shall vote by email (to the Executive Secretary) on the entire slate (not individual officers) by an “Approve” of “Disapprove” vote for the entire slate no later than March 31.

Section 6.11: Nomination and Election of Vice Chairman:.  To be eligible for the position of Vice Chairman and thus, automatic succession to Chairman following the completion of the term of the Chairman, the nominee must be a Member of the RAG and in good standing in his/her Rotary Club. In addition, the individual shall have previously served a minimum of three years as either a Board Member or Officer of the RAG for BP and state his/her willingness (in writing) to endeavor to attend all conventions of Rotary International during his/her term of office at no cost to Rotary or the RAG for BP.  It shall be the responsibility of the Executive Secretary to certify the nomination based on the requirements of the position of Vice Chairman. The nominee must have indicated his/her willingness to serve by February 15 of the year prior to which the position of Vice Chairman shall become vacant to be considered a valid nominee for election.

Section 6.12: Succession to Position of Chairman:  To be eligible for automatic succession to the position of Chairman (3 year term) the nominee must be a Member of the RAG in good standing in his/her Rotary Club.  In addition, the individual shall have served a term as Vice Chairman and/or a total of three years as either a Board Member or Officer of the BP-RAG and state his/her willingness (in writing) to endeavor to attend all conventions of Rotary international during his/her term of office as Chairman at no cost to Rotary or the BP-RAG.  It shall be the responsibility of the Executive Secretary to certify the nominee based on the requirements of the position of Chairman.  The nominee must have indicated his/her willingness to serve by February 15 of the year prior to which the position of Chairman shall become vacant to be considered the valid nominee for election.

Section 6.13: Nomination of Treasurer  To be eligible for the position of Treasurer the nominee must be a Member of the RAG and in good standing in his/her Rotary Club. In addition, the individual shall be a citizen of the United States (for banking purposes) and have experience in bookkeeping and accounting commensurate with the position of Treasurer and state his/her willingness (in writing) to endeavor to attend all conventions of Rotary International during his/her term of office at no cost to Rotary or the BP-RAG.  It shall be the responsibility of the Executive Secretary to certify the nominee based on the requirements of the position of Treasurer.  The nominee must have indicated his/her willingness to serve by February 15 of the year prior to the year in which the position of Treasurer shall become vacant to be considered the valid nominee for election.  The Treasurer may be re-elected every three years by the Board with no limitation on the number of years the individual may serve.

Section 6.14: Appointment of the Executive Secretary: The Executive Secretary shall be appointed to the position by the Board of Directors (all Officers and Directors) and shall continue to serve at the pleasure of the “Board of Directors” with no term limit with reappointment every three years.  To be eligible for the position of Executive Secretary the individual must be a Member of the RAG and in good standing in his/her Rotary club.  In addition, the individual shall be a citizen of the United States (for IRS and administrative purposes) and have administrative experience commensurate with his/her position and be willing to endeavor to attend all conventions of Rotary International during his/her term office.

Section 6.15: Nomination of Directors:  To be eligible for the position of Director (3 year term), the nominee must be a Member of the RAG and in good standing in his/her Rotary Club. In addition, the individual shall have attended a minimum of two  Rotary International Conventions in the previous 10 years, including the year in which they are nominated prior to assuming office and state his/her willingness (in writing) to endeavor to attend all conventions of Rotary International during his/her term of office (3 years) at no cost to Rotary or the BP-RAG.  It shall be the responsibility of the Executive Secretary to certify each nomination based on the requirements of the position of Director.  All nominees must have indicated their willingness to serve by February 15 of the year prior to which the Director position shall become vacant to be considered a valid nominee for election.

Section 6.2. Election of Officers and Board Members - The names of the certified nominees for all vacant positions shall be provided by the Executive Secretary to the RAG Executive Committee (which shall serve as the Nominating Committee) no later than March 1.

Section 6.21 It shall be the responsibility of the Executive (Nominating) Committee of the RAG to carefully review all of the nominees and then prepare the final approved slate of nominees to fill the open Director (and Officer) positions, for the email vote of the full Board of Directors.  The approved slate shall consist of no more than one individual for each position that will become vacant on June 30.  The Chairman of the Nominating Committee shall submit the slate to the Executive Secretary for publication to the full Board of Directors. By March 10.

Section 6.22. The approved slate of offices for election (Directors, as well as the Chairman, Vice Chairman, Secretary, and Treasurer if those positions are up for elections) shall be submitted to the full Board of Directors by the Executive Secretary no later than March 15 for their vote by email.  Board members shall vote on the entire slate as submitted (not individual officers) with an “approve” or “disapprove” vote.

Section 6.22.1  Votes of the full Board shall be cast, by email, sent to the Executive Secretary no later than March 31.

Section 6.22.2  By March 31, if any of the Officers or Directors have failed to vote, a simple majority of the votes cast (based on a minimum quorum of 8 Board members) shall constitute a valid election. 

Section 6.22.3  The election results shall be certified by the RAG membership during the annual meeting of the RAG held during the annual Rotary International Convention following the RAG Board meeting.

Section 6.3. A vacancy in a Director’s position, shall be filled by action of the full Board of Directors.  A vacancy in the position of an Officer-elect, or Director-elect, shall be filled by action of the sitting members of the full Board of Directors.

Section 6.4. A Director or Officer may be removed from office for cause by a two-thirds vote of the Board of Directors, or, by a two-thirds vote of the membership.

ARTICLE VII - MEETINGS

Section 7.1. An annual meeting of the membership shall take place during the annual convention of Rotary International at which time the business of the organization shall take place.  The exact date, time, and Location of the annual meeting of the members shall be announced to the members at least 30 days prior to the meeting, and such date, time and Location shall be set by the Executive Secretary based on the schedule made available by Rotary International.  The date time and Location shall be posted on the RAG web site at least 30 days prior to the meeting.

Section 7.2. The annual meeting of the Board of Directors shall take place prior to the annual meeting of the membership and shall be open to any member on a space available basis.  The exact date, time, and Location of the annual meeting of the Board shall be announced to the members at least 30 days prior to the meeting, and such date, time and location shall be set by the Executive Secretary based on the arrival of the Board members prior to the RI convention.  The newly elected Directors and Officers shall be pre-inducted at this meeting and shall have voting authority at this meeting.  The date, time, and location for this meeting will be posted on the RAG web site at least 30 days prior to the meeting.

Section 7.3. Special meetings of the Board of Directors may be called at any time by the Chairman, by the Executive Secretary, by any three members of the Board of Directors, or by one-third of the membership.

Section 7.4. Any action required or permitted to be taken by the Board of Directors under any provision of law, or otherwise, may be taken without a meeting if all of the members of the Board shall individually or collectively consent in writing to such action.

ARTICLE VIII - FISCAL MATTERS

Section 8.1. The fiscal year (Rotary year) of the action group shall be 1 July through 30 June.

Section 8.2. Binding contracts shall be signed by any two of the following: Chairman, Vice Chairman, Executive Secretary, and Treasurer.

Section 8.3. Funds shall be deposited in a United States financial institution approved by the Board of Directors.

Section 8.4. Unless otherwise ordered by the Board of Directors, disbursements of the action group’s funds shall be either by online banking by an approved signer or by check, signed as follows:

• For amounts not exceeding US$2500.00, by the Treasurer, Executive Secretary, Chairman or Vice Chairman

• For disbursements of amounts greater than US$2500.00, the online transaction shall be approved by email by two of the above signers before the funds are transmitted, or a check shall be signed by two of the following, Treasurer, Executive Secretary, Chairman, or Vice Chairman

Section 8.5:  Exhibiting at RI Conventions and International meetings:  The decision as to whether to exhibit at the annual RI Convention or other conventions and events shall be dependent upon the amount of funds available in the treasury to cover all expenses related thereto including: shipping, postage, paper, printing, carpet, furnishings, electricity, internet, signage, booth supplies, etc.  Prior to deciding to exhibit at any of these events, a thorough review shall be made of funds available in the RAG treasury to insure there will be enough to cover all of the exhibit costs.  Reimbursement for all administrative expenses related to exhibiting at various conventions will be paid to the Executive Secretary or other approved RAG representative upon providing receipts for all related expenditures.  This shall include but not be limited to:  shipping, postage, paper, printing, carpet, furnishings, electricity, internet, signage, booth supplies, travel, transportation, and hotel expense (if local hosting is not available).

ARTICLE IX - COMPLIANCE WITH RI POLICIES

Section 9.1. The action group shall comply with the requirements for recognition of Rotarian Action Groups, as set forth from time to time by RI, including, but not limited to:

1. Publishing a newsletter (which may be distributed solely by electronic means) for members at least once during each Rotary year, and file the newsletter and other important communications and documents with the RAG committee and general secretary of RI.

2. Holding an annual forum by way of an annual meeting, or other activity appropriate to the action group, through which members can interact.

3. Responding to inquiries from members, potential members, and the general secretary of RI.

4. Submitting an annual report of activities, including a summary of service projects completed, cost of membership dues and a financial statement showing revenues and expenditures during the previous Rotary year, and a statement of funds on hand at the time of the report, to its members with a copy to the general secretary of RI by 1 October in each year.

5. Providing an annual financial statement and report to the Board of Directors, and supply a copy to the general secretary of RI by 1 October in each year.  If its annual gross receipts or expenditures amount to more than US$25,000 or equivalent, it must be reviewed by a certified public accountant or an audit committee.  If an audit committee approach is selected, then it must:

(a)    be composed of at least three members;

(b)   all members must be active Rotarians;

(c)    at least one member must be a Past District Governor

(d)   at least one member must have accounting and audit experience;

(e)   no current officers or directors may serve on the audit committee; and

(f)   all members of the committee must be selected by the action group at its annual meeting in accordance with the procedures established by the Rotarian Action Group.

6)   Submitting a copy of any grant applications for funds in excess of US$25,000 or memoranda of agreements or partnerships with third parties to the general secretary of RI.

7)   Maintaining minimum membership requirements for Rotarian Action Groups as may be set forth by RI.

8)   Regularly undertaking service projects that fulfill the purposes of the action group, as set forth in Article 2.1 above.

The action group understands and accepts that recognition of the existence of the group by RI in no way implies, legal, financial or other obligation or responsibility on the part of RI, or any RI district or Rotary club. The action group, and its members, directors and officers shall not act on behalf of RI, or represent or imply that they have authority to act on the half of RI and agree to comply with RI policies on the use of the Rotary Marks by Rotary Entities, as set forth by RI from time to time.

ARTICLE X - AMENDMENTS

Section 10.1. These bylaws may be amended at any duly called regular or special meeting of the Board of Directors by a two-thirds majority vote of the Board of Directors.  Written notice of such proposed amendment(s) shall be given to the Board of Directors and to the membership at least thirty days prior to the meeting.  Such meeting shall be open to any member then in good standing.

Section 10.2. These bylaws may also be amended at any duly called regular or special meeting of the members of the action group by a majority vote of all members. Written notice of such proposed amendment(s) shall be given to the Board and to the membership at least thirty days prior to such meeting.  Such meeting shall be open to any member then in good standing.

Section 10.3. Notwithstanding the above provisions, these bylaws may not be amended so that they conflict or are in any manner inconsistent with the standard bylaws for Rotarian Action Groups as promulgated by RI from time to time.

I hereby certify that these bylaws were approved by the RAG Board of Directors on May 20, 2011 and ratified by the membership at the annual meeting of the RAG held on May 22, 2011 in New Orleans, Louisiana, USA during the Rotary international Convention.

Officer’s Signature:  (Harriett Schloer)

Office:  Executive Secretary

Date:  May 22, 2011