BY-LAWS OF THE DOWNTOWN ROTARY CLUB OF HOUSTON

Amended May 2026

EDITORIAL NOTE: Underlined text indicates additions or corrections made during the 2026 Rotary year review for compliance with RI Recommended Club Bylaws and Rotary District 5890 requirements. Bracketed labels identify the nature of each change.

ARTICLE I – DEFINITIONS

As used in these By-laws, unless the context otherwise clearly requires, the capitalized words shall have the following meanings:

a. "Board" shall mean the Board of Directors of the Downtown Rotary Club of Houston.

b. "By-laws" shall mean these By-laws of the Downtown Rotary Club of Houston.

c. "Club" shall mean the Downtown Rotary Club of Houston.

d. "Constitution" shall mean the Standard Rotary Club Constitution adopted by the Downtown Rotary Club of Houston as required by Rotary International.

e. "Director" shall mean a member of the Board of Directors of the Downtown Rotary Club of Houston.

f. "Member" shall mean a member, other than an honorary member, of the Downtown Rotary Club of Houston.

g. "RI" shall mean Rotary International.

h. "Year" and "Rotary Year" shall mean the twelve-month period, beginning on July 1 of any given year and ending on June 30 of the following year.

i. "Good standing" means that a member is current on his or her dues.

[ADDED] j. "Quorum" means one-half (1/2) of the Club membership at Club meetings, and a majority of the Board of Directors at Board meetings.

ARTICLE II – BOARD OF DIRECTORS

The governing body of this Club shall be the nine (9) member Board of Directors, which shall be comprised of the President; the President-Elect; the Vice President; the Secretary; the Treasurer; the Sergeant-at-Arms; the Immediate Past-President or the Alternative Past-President; and two At-Large Directors. Each position other than Secretary shall be chosen by the general membership at the annual meeting consistent with the procedures set out below. The President shall appoint the Secretary. Any unfilled position or position that may become vacant may be filled upon appointment of the President, which must be ratified by a majority vote of the remaining Board members. It being the policy of the Club to prepare new leaders, despite any other provision of these By-Laws, any interested Member may attend any meeting of the Board of Directors in an ex-officio capacity for any reason. The Executive Director of the Club shall be a non-voting member of the Board and shall attend all Board meetings.

ARTICLE III – ELECTION OF OFFICERS AND DIRECTORS

SECTION 1. Officers and two At-Large Directors shall be elected each year. The election shall take place by paper ballot at the annual meeting date as hereinafter provided. All officers and Directors-at-Large shall serve for a period of one year. Should the Immediate Past-President elect not to serve on the Board in the Rotary year succeeding his/her presidency, any past-president may fill that position on the Board of Directors in that succeeding year, upon majority vote of the remaining members of the Board of Directors.

SECTION 2. ELIGIBILITY REQUIREMENTS. Any member in good standing may hold office, except:

a. No person shall be eligible for regular election as President or President-Elect unless at the start of their term in that capacity he/she shall have been a member of the Downtown Rotary Club of Houston for at least two (2) years.

b. No person shall be eligible for regular election as Treasurer unless he/she is actively employed, teaching, or retired from the accounting or financial field.

c. No person shall be eligible to succeed in the same office other than Directors-at-Large.

d. No person shall be eligible to serve as a Director-at-Large for more than two successive terms.

SECTION 3. NOMINATIONS AND ELECTIONS COMMITTEE. At least six weeks prior to the annual meeting date, which annual meeting shall be held in June, the President with the approval of a majority of the Board of Directors, shall appoint a Nominations and Elections Committee of three members. Such Committee shall examine and pass on the validity of all ballots and count them. The Nominations and Elections Committee may appoint as many additional members as it may need to conduct its functions. That Committee shall at once begin asking for candidates to run for office at the annual meeting.

It shall be the duty of the Nominations and Elections Committee to prepare a ballot which shall include at least one (1) nominee for the office of President; at least one (1) nominee for the office of President-Elect; at least two (2) nominees for the office of Vice President; and not less than two (2) nominees for the offices of Treasurer, Sergeant-at-Arms; and each of the two At-Large Director positions on the Board.

The Nominations and Elections Committee shall obtain a member's consent before placing his or her name on the ballot. The position of the nominees on the ballot shall be alphabetical.

SECTION 4. ELECTION. At least two (2) weeks before the annual meeting, the names and, if available, photographs of those members selected by the Nominations and Elections Committee shall appear on the Downtown Rotary Club of Houston electronic website and be sent to each member via electronic mail. Written proxy votes may be given to the Chairperson of the Nominations and Elections Committee no more than one (1) week prior to the annual meeting. The coordination of the election shall be left to the discretion of the Nominations and Elections Committee. The Nominations and Elections Committee shall never show to anyone the number of votes that any person received. When the votes are counted, the Chairperson of the Nominations and Elections Committee shall announce the winners at the end of that same annual meeting. Should there be a tie vote in the final election for any office, the winner shall be decided by a coin flip or alternative random choice. The loser will have a choice of serving as an ex-officio member of the Board and will be given priority in the next nominations cycle as may be suitable under the circumstances.

SECTION 5. The officers and Directors so elected and the immediate Past President or his/her replacement as set out above should he or she not elect to serve, and the Secretary shall constitute the voting Board of Directors and shall assume the duties of their respective offices at the first regular meeting in July after the June annual meeting.

SECTION 6. The Secretary shall be selected by the newly elected President on or before the first meeting of the Board and the said Secretary shall hold office during the term of office of the President selecting such Secretary, except the Board of Directors, with approval of the President, may by two-thirds vote of all the Board remove the Secretary at any time.

SECTION 7. A vacancy in any office except that of the President, including a vacancy on the Board of Directors, shall be filled for the unexpired term as follows: The President shall nominate a candidate from the membership and if that person consents to the nomination, a majority of the Board of Directors shall be required to ratify the nomination. In the event a vacancy occurs in the office of the President, the duties of President shall automatically pass to the President-Elect, and if a further vacancy occurs in the office of the President, the Board of Directors shall name from the remaining members of the Board a person to serve as Interim President until the next annual meeting.

SECTION 8. The Club shall purchase from Rotary International insurance on behalf of any person who is or was a director, officer, employee, or agent of the Club against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such.

ARTICLE IV – DUTIES OF OFFICERS

SECTION 1. The PRESIDENT shall preside at meetings of the Club and Board of Directors and perform such other duties as ordinarily pertain to the office.

SECTION 2. The PRESIDENT-ELECT shall, in the absence of the President, preside at meetings of the Club and Board of Directors and perform such other duties as ordinarily pertain to the office. The President-Elect shall also attend the President-Elect Training Seminar (PETS) as required by the District Governor, approximately four to five months prior to assuming the office of President. [ADDED – RI/District requirement]

SECTION 3. The VICE-PRESIDENT shall, in the absence of the President-Elect, preside at meetings of the Club and Board of Directors and perform such other duties as ordinarily pertain to the office.

SECTION 4. The TREASURER shall have transparent and secure custody of all funds, ensuring proper internal controls, and accounting for all of the Club and shall report to the Board of Directors and to the President between Board meetings as necessary and shall perform such other duties as usually pertain to the office and in accordance with accounting standards.

SECTION 5. The SECRETARY, with the assistance of the Club Executive Director and the Chairperson of the Membership Committee shall keep the records of membership, record the attendance at meetings, send out notices of meetings of the Club and committees, record and preserve the minutes of Board meetings, distribute agendas, make the required reports to Rotary International, including the semi-annual reports of membership (on January 1 and July 1 of each year) and report of changes in membership and as otherwise required by rules of RI and the District.

SECTION 6. The SERGEANT-AT-ARMS duties shall be such as are usually prescribed for this office and such other duties as may be prescribed by the President or the Board.

ARTICLE V – MEETINGS

SECTION 1. ANNUAL MEETING. The annual meeting of this Club shall be held during June, at the end of the Rotary year.

SECTION 2. REGULAR MONTHLY MEETINGS. The regular bi-monthly meetings of this Club shall be held as follows: On a date each month for luncheon from approximately 11:00 a.m. to 1:00 p.m., and on a date each month at a place and time before or after business hours, at a place designated by the Board of Directors, provided that in an emergency, or for good cause, the Board of Directors may change the regular meetings of any month to a different day or to a different hour of the regular day, provided that reasonable notice of such change is given to all members of the Club.

SECTION 3. BOARD OF DIRECTORS MEETINGS. The Board of Directors shall meet at least once every month on the day the incumbent Board shall designate. Every effort shall be made to schedule Board meetings on the same date each month, e.g., the third Tuesday. Special meetings of the Board shall be called by the President whenever he/she considers it necessary, or upon the request of a majority of the Board. It is preferable that Board meetings take place in person. Notwithstanding this general rule, when deemed essential by the President, in writing and on at least three (3) days' notice, for any pressing matter for which a vote is necessary, the vote may be conducted by email and such vote shall be binding.

SECTION 4. QUORUM. One-half (1/2) of the membership shall constitute a quorum at the annual and regular meetings of this Club. A majority of the Board members, with the President, or in his/her pre-announced absence the President-Elect in attendance, shall constitute a quorum of the Board of Directors.

ARTICLE VI – FEES AND DUES

SECTION 1. The application fee of $150 shall be paid before any applicant can qualify as a member. The Board may at its discretion waive the admission fee.

SECTION 2. The membership dues shall be set at the first meeting of the new Board in July of each year and shall be sufficient to cover the projected operating budget. The Treasurer shall send invoices out at once. Annual dues shall be paid in full by August 15, unless any member who has been invoiced has made written arrangements with the Treasurer to pay in quarterly or semi-annual installments. Such installments shall be paid in advance of the next applicable quarter or 6-month period. The Treasurer shall handle monitoring compliance. The Board reserves the right to charge an administrative fee, in no event higher than that allowed under applicable law, for the quarterly or semi-annual installment choice.

SECTION 3. Of each member's annual dues, it is understood that some reasonable part shall be earmarked and paid for the member's print or digital subscription to The Rotarian (magazine) and shall include dues to Rotary International and Rotary District 5890 for each active Club member.

SECTION 4. Members with a combination of age and years of Rotary membership totaling 100 qualify for the Rule of 100 and Senior Dues and will receive a reduction in dues of 25% per annum.

SECTION 5. The fees and dues may be changed from time to time by a majority vote of the members of the Board of Directors. The foregoing schedule of fees and dues will be revised from time to time to reflect the changes made by the most recent Board action.

ARTICLE VII – METHOD OF VOTING

The business of the Downtown Rotary Club of Houston shall be transacted by viva voce vote except the election of officers and Directors, which shall be by written ballot; and changes in these By-laws, which may be by viva voce vote or by ballot, as the Board of Directors may elect, with approval of the President and a majority of the general members voting.

ARTICLE VIII – COMMITTEES

SECTION 1. The Board of Directors shall authorize the training, merger, separation, and disbandment of any committee or other organizational structure, as considered necessary for the proper functioning of the Club in any of its aspects. In the case of disbandment of any committee due to its being not substantially active for a period of two (2) years, and its duties have not been reassigned to another committee, the Board of Directors may disband such a committee following notice to all Club members.

The duties of all committees shall be established and reviewed by the President-Elect for his or her President year. Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the year. It shall be the primary responsibility of the President-Elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals, and plans for presentation to the Board in advance of the commencement of the year, as noted above.

SECTION 2. The Rotary International Avenues of Service are the philosophical and practical framework for the work of the Downtown Rotary Club of Houston. This includes the 4-Way Test and "Service Above Self" as our continuing motto.

Within the Avenue of Club Service, the Club shall appoint standing or special committees and chairpersons of such committees, or if a committee is not reasonable and necessary, individual members who will serve as chairperson to provide for other organizational structures that perform the operating functions of the Club, including, but not limited to the following:

a. Club Administration.

b. Finance and Audit.

c. Fundraising.

d. Membership Classification, Retention and Development.

e. Regular Meeting Programs.

[ADDED] f. The Rotary Foundation.

[ADDED] g. Public Relations and Public Image.

[ADDED] h. Service Projects (Community, International, and Vocational Service).

SECTION 3. The President-Elect, subject to the approval of the Board of Directors, shall appoint committee chairs in advance for his/her Presidential year.

[ADDED – RI Recommended Bylaws] SECTION 3a. The President shall be ex officio a member of all committees and, as such, shall have all the privileges of membership thereon. Except where special authority is granted by the Board, no committee shall take action until a report has been made to and approved by the Board. The President or Board may refer additional business to a specific committee as needed.

SECTION 4. The Club Secretary shall keep a list of active committees, their duties, any specific modus operandi, and a roster of active members.

SECTION 5. The President, at his or her discretion, may appoint current Board Members to serve as chairpersons for Avenues of Service or functional committee groupings, and/or committee delegates to function as liaisons to the President and the Board of Directors and their designated committees. The President shall specify the roles and responsibilities of such appointees.

ARTICLE IX – LEAVE OF ABSENCE

Upon written application to the Board of Directors, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending meetings of the Club for a specified length of time. (It should be understood by the member that while such a leave protects their membership, the absence incurred counts against both theirs and the Club's attendance records.) Dues to the Club must be continued during a leave of absence unless the Board of Directors approves otherwise.

ARTICLE X – FINANCES

SECTION 1. The President, Treasurer and/or Executive Director shall deposit all funds for the Club in a bank and/or brokerage account to be named by the President and approved by the Board of Directors at each first meeting of each Rotary year in July of that year.

[ADDED – RI Recommended Bylaws] Club funds shall be maintained in two separate sub-accounts or designations: (1) Club Operations, covering administrative and operating expenses; and (2) Service Projects, for charitable, community, and service activities. The Treasurer shall track and report on each account separately.

SECTION 2. All bills shall be paid by wire, credit card, or check signed by the Treasurer. Bills in excess of the amount authorized in the approved annual budget shall require approval by two (2) officers or directors before payment. [CORRECTED – RI Recommended Bylaws] The Board of Directors shall appoint an Audit Committee, formed of at least one CPA, which shall perform periodic reviews, not less than bi-annually, of the Club's financial transactions and report to the Board of Directors its findings and make recommendations based upon those findings.

SECTION 3. Each officer who has charge or control of funds shall give bond as may be required by the Board of Directors for the safe custody of the funds of the Club. The cost of such bond shall be borne by the Club.

SECTION 4. The fiscal year of this Club shall extend from July 1 to June 30. The payments of per capita dues and magazine subscriptions to Rotary International shall be made on June 25 and December 25 of each year based on the membership of the Club on those dates.

[ADDED – RI Recommended Bylaws] SECTION 4a. An annual financial statement summarizing the Club's income, expenditures, and financial position for the completed Rotary year shall be prepared by the Treasurer and distributed to all Club members at or before the annual meeting.

SECTION 5. In the last month of each Rotary year, the Treasurer shall prepare a budget of estimated income and estimated expenditures for the next year and present the budget for review and approval of the Board of Directors at the first meeting in July of the new Rotary year. If approved, such budget shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the President, with a majority vote of the Board.

ARTICLE XI – ELECTION OF MEMBERS

SECTION 1. GENERAL ACTIVE MEMBERS. Proposals for membership in the Downtown Rotary Club of Houston, except honorary, shall be given to the Secretary or any member of the Membership and Classification Committee on the approved official form as provided by the Secretary. The proposal shall then be referred to the Membership Classification Committee for study of the suggested classification and the proposed eligibility (character and business standing) in filling an open classification. If, in considering the proposal, not more than two negative votes are cast, he or she shall be considered eligible for Rotary membership. The committee's recommendation about each proposal shall then be given to the Club Secretary at the end of each meeting. The Club Secretary will prepare a list of those people who have been recommended for membership by the committee. Such list will include the person's name, address, classification, company affiliation, and other information currently made available to the Board. The Club Secretary will then send a copy of this list to each Board member via email. If no objection is received by the Secretary to any of the proposed members within seventy-two (72) hours of transmitting such list, the Board shall be considered to have approved such proposal.

[ADDED – RI Recommended Bylaws] The Board shall approve or reject any membership proposal within thirty (30) days of the referral to the Membership Classification Committee, consistent with RI Recommended Club Bylaws requirements.

If any Board member objects to any proposed member, the item shall be placed on the agenda of the next Board meeting for further consideration and action by the Board. Member proposals with negative votes exceeding two by the Classification Committee may be brought to the Board of Directors for vote with the approval of the President.

SECTION 2. HONORARY MEMBERS. Annual nomination shall be for a one-year term beginning July 1 of each Rotary year and ending June 30 of each Rotary year. Each Honorary Member must be nominated by the Past Presidents' Committee and approved by the Board of Directors annually. Each Honorary Member shall be advised in writing of his/her one-year election as an Honorary Member by the current Board of the Downtown Rotary Club of Houston and shall "accept" in writing this honor and agree to be recognized at a future Downtown Rotary Club of Houston luncheon meeting. If the Honorary Member so agrees, then and only then is this Honorary membership approved.

SECTION 3. EMERITUS LIFE MEMBERSHIP. Those to be elected to Emeritus Life Membership of the Downtown Rotary Club of Houston, by long years of membership, meritorious service, and because of their present circumstances, shall on their individual request have their name placed before the Past Presidents' Committee for consideration as an Emeritus Life Member. Such proposal will be given consideration by the Past Presidents and, if the committee makes a positive recommendation, will present their recommendation to the Board of Directors of the Club for final approval. Those who hold Emeritus Life Membership will have all rights and privileges of Club membership but will be exempted from annual dues (except luncheon meals), voting, and attendance requirements.

ARTICLE XII – RESOLUTIONS AND RULES OF ORDER

SECTION 1. No resolution or motion to commit this Club on any matter shall be considered by the Club until it has been considered by the Board of Directors or President. Such resolutions or motions, if offered at a Club meeting, shall be referred, without discussion, to the Board, which after having considered the matter, shall give its recommendation to the Club. Having received the recommendation of the Board, the Club may then go ahead to take such action as may seem proper to the majority.

SECTION 2. Any appeal to the Club, the Board, and committee meetings shall be conducted following Robert's Rules of Order.

ARTICLE XIII – SOLICITATIONS; GUESTS

SECTION 1. SOLICITATION [CORRECTED – typo]. Absent majority vote of the Board of Directors, there shall be no direct solicitation, i.e., literature at the tables, announcements at the podium, articles on the Club website or the like for any project, no matter how worthy, unless there is Rotary involvement.

SECTION 2. GUESTS OF OUTSIDE GROUPS. When high-visibility speakers appear before the organization, at the discretion of the President or the presiding officer, it shall be the policy to limit the number of guests from outside groups or organizations when it may prevent the membership from inviting guests and enjoying fellowship comfortably.

ARTICLE XIV – AMENDMENTS

These By-laws may be amended at any regular meeting, a quorum (50% of active members) being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been sent via electronic mail, if available, and posted on the Club's website at least two (2) weeks before such meeting. No amendment or addition to these By-laws can be made which is not in harmony with the Club constitution and with the Constitution and Bylaws of Rotary International.

ARTICLE XIV-A – STANDARD ROTARY CLUB CONSTITUTION

[ADDED – RI Requirement] These By-Laws supplement but do not supersede the Standard Rotary Club Constitution, which this Club has adopted as required by Rotary International. In any conflict between these By-Laws and the Standard Rotary Club Constitution, the RI Constitution and Bylaws, or the Rotary Code of Policies, those RI governing documents shall control. All members are bound by the Standard Rotary Club Constitution.

ARTICLE XV – DISSOLUTION OF THE CORPORATION

To dissolve the Downtown Rotary Club of Houston, the Board (subject to any requirements of RI) must present a resolution to the active membership recommending that the organization be dissolved. A proposal for dissolution may be considered at a regular or special meeting of the active membership only after thirty (30) days' notice in writing is given to each member in good standing. The resolution to dissolve shall be adopted upon receiving at least 60% of the votes entitled to be cast by active members present at such regular or special meeting. This organization shall not be dissolved while 40% of the members plus 1 in good standing dissent, unless the Club members in good standing has dropped below 20 members at the most recent Rotary International year-end census.

Ratified by the general membership: ____________________________ [date]

President: _________________________________

Secretary: _________________________________