A. The administration of this organization shall be in accordance with the Constitution and By-Laws of Rotary International, in particular ARTICLE XV of the Bylaws of Rotary International (as printed in the current Editions of the Manual of Procedure, and in accordance with these District 5440 By-Laws. Whenever any conflict may exist between these District 5440 By-Laws and the Constitution and By-Laws of Rotary International, the Constitution and By-Laws of Rotary International shall take precedence and prevail.

B. The District Governor, being an officer of Rotary International, and having been nominated by District 5440 and elected at an annual Convention of Rotary International, shall function under the general supervision of the RI Board of Directors. The Governor is charged with the duty of furthering the Object of Rotary in exercising direct supervision of the clubs in the District. Additionally the Governor shall be responsible for those duties described in Section 15.090 of the By-Laws of Rotary International in the current edition of the Manual of Procedure, and charged with carrying out the “Duties of a Governor” as specified in the most current edition of the Manual of Procedure.

C. There shall be a District 5440 Executive Committee comprised of the current Governor, the immediate Past District Governor, two Past District Governors elected annually by the Council of Past Governors, currently members of Clubs within the District and willing to serve, and the Chairman of the Council of Past Governors. The District Governor Elect, District Governor Nominee (following their selection), District Governor Nominee Designate (should one be selected), District Treasurer, and Administrative Secretary shall serve as ex-officio members. Prior to assuming office, the District Governor-Elect shall establish a bi-monthly schedule of meetings for the ensuing year. The Committee shall elect a Chairman from among its members at its first meeting. Special meetings can be called by the Chairman, or by a majority of the voting members, and such meetings may be held by conference telephone call or by internet access. Meetings of the Executive Committee shall be open to any interested Rotarian in District 5440.

D. There shall be a Council of Past Governors comprised of any past officer of Rotary International residing in and currently a member of a Club within the District and desiring to participate. This group shall elect a Chairman for the ensuing Rotary year at its last meeting of the preceding year. Meetings shall be held at least three times each year, as scheduled by the Chairman, with meetings typically held in conjunction with the President’s Dinner and the District Conference. The role of the Council is to offer advice, counsel, and assistance upon request to the Governor, the Governor Elect, and the Governor Nominee, on matters affecting the District as referred to them. Meetings of the Council shall also serve as an opportunity for the Governor to inform members regarding any items of interest or news involving the District and/or Rotary International.

E. A District 5440 Office shall be established and maintained as a centralized permanent office to: 1) provide continuity and safe keeping for District 5440 records and data base information; 2) to aid in the efficient storage and dissemination of Rotary International forms, documents, and materials for the use of District Clubs and Rotary Officers; and 3) to assist each successor Governor with the availability of an experienced Administrative Secretary responsive to the needs and desires of the District Governor.

1. When a vacancy occurs in the Administrative Secretary position, a replacement shall be nominated by the current Governor with final approval by the District Executive Committee. The Administrative Secretary shall be an employee of the District with primary duties and responsibilities as stated in the preceding Section III, Paragraph E of District 5440 By-Laws.

2. The Office shall be managed by the District Governor, with the assistance of a Past District Governor or other experienced Rotary Officer, appointed by the District Governor, as may be appropriate or necessary.

3. The person overseeing the office, if other than the Governor, in conjunction with the District Governor and District Governor Elect, shall review the performance of the Administrative Secretary annually prior to December 31. Recommended salary and/or fringe benefit adjustments as deemed appropriate will be referred to the District Executive Committee for approval. Approved changes and/or modifications will then be referred to the District Finance Committee for inclusion in the next year’s budget for the District.

4. The District Office is intended to be a continuing function of the District and shall function as a primary source of historical information and data for incoming District Governors.

F. A District Treasurer shall be appointed, or his tenure renewed, by the District Executive Committee to function on a continuing long-term basis, coordinating his/her efforts with the current and incoming Governors and the District Office Manager and Administrative Secretary. The District Treasurer shall function under the guidelines as stated in Sections III and IV of District By-Laws. Further, the Treasurer shall be responsible for documenting and monitoring all District Funds including separate accounts such as may be maintained for Youth Exchange, RYLA, and District Conference. Quarterly financial reports shall be submitted by the District Treasurer to the Finance and Executive Committees and other committees and officers as may be appropriate. The Treasurer shall receive no compensation but shall be reimbursed for appropriate out-of-pocket expenses. The Treasurer shall be bonded in an amount approximating the total Funds of the District, the expense of such bond to be borne by the District.

IV. FINANCES

A. A District Budget Fund shall be established for the administration and development of Rotary activities in the District as described in Section IV of District By-Laws. This Fund shall be developed through a per-capita levy of the Clubs in the District, plus any subsidy received from Rotary International. The total shall be sufficient to fund the activities of the District for the next Rotary year.

B. The annual District per-capita assessment shall be paid by all Rotary Clubs in District 5440 to the District Treasurer based on the total of active and honorary members on July 1 of each year as such totals are reported to Rotary International. This assessment shall be paid no later than September 30 of each year. Payment of the assessment is mandatory. Upon notification by the District Governor that a Club has failed for more than six months to pay its per-capita assessment, that Club, by action of the Rotary Board of Directors, is subject to suspension of Rotary International services and termination of membership in Rotary International.

C. Care shall be taken to ensure that:

1. Approval of the per-capita levy and the budget for the following Rotary year shall take place at the District PETS by a two-thirds (2/3) vote of the incoming club presidents in attendance at the PETS meeting.

2. No District Funds are under the control of a single individual; and

3. An audited statement of income and expenditures is presented to the following District Conference as well as to club presidents as required in ARTICLE IV, Section G of District 5440 By-Laws.

D. A District Contingency Reserve Fund shall be established and maintained by the District in an amount sufficient to defray unexpected losses of the District. The minimum level of this Reserve Fund shall be $50,000. Money for this Fund will be augmented by excess funds from prior year’s activities, including any surplus remaining from the District Conference. The Fund shall be managed by the District Executive Committee which shall be responsible for annually reviewing the Fund level and making adjustments, as appropriate, in the minimum maintenance level. Expenditures from the Reserve fund shall be replaced with funds in succeeding year’s budgets to keep it at its approved minimum level. The District Governor, with concurrence of two thirds (2/3) of the members of the Executive Committee, shall determine if an emergency exists within the District, or within its operations or activities, that warrants an expenditure from the Reserve Fund. Expenditures from the Reserve Fund might include the following:

1. Funds for specific on-going District programs:

2. Advance Funds to establish the ensuing years budget when requested by the District

Governor-Elect and approved by the District Finance Committee;

3. Funds needed to support special new District projects or programs, as proposed to the

Executive Committee by a Rotary Club or District Committee, with management and oversight of the funds by that Club or Committee.

4. Funds required to pay for emergency and/or unforeseen needs of the District.

E. A District Finance Committee shall be established, comprised of three members serving three year- staggered terms. Each incoming Governor shall appoint one member to serve a single three -year term. Those selected shall be Rotarians with experience and an interest in District Finances. The member serving during his/her third year shall serve as Chair. The District Treasurer, Governor, Governor Elect, Governor Nominee, and Governor Nominee Designate (if selected) shall serve as ex-officio members of the Committee.

1. No later than sixty days prior to the Presidents-Elects Training Seminar, the

Finance Committee, taking into account the District Governor Elect’s wishes and recommendations for the next fiscal year, shall prepare a proposed budget for financing of District-sponsored projects and programs, and for administration and development of Rotary within the District.

2. To coordinate with the District Finance Committee’s preparation of the budget

as defined in paragraph 1 above, all District committees that anticipate either income or expense, or that are requesting funds from the District treasury, shall submit their proposed Committee budgets and fund requests to the District Finance Committee by December 31 of each year, or at other times if so requested by the Finance Committee.

3. Following preparation, the budget will be submitted to the Clubs within the District at least four weeks prior to PETS and approved by 2/3rds of the incoming Presidents in attendance at that meeting.

4. The Finance Committee is responsible for the management of District funds including the current year’s Budget Fund. The Committee will also have oversight of any other District Funds such as may be required for RYLA, Youth Exchange, and the District Conference, as well as providing assistance to the District Governor in preparation of the budget for the District Conference.

5. All decisions of the District Finance Committee shall be approved by a majority vote of Committee members. The Committee may authorize expenditures of up to $10,000 from the District Contingency Reserve Fund for contingency or emergency requests in support of Rotary programs, subject to final approval by the Executive Committee (Article IV.D.of the District By-Laws).

F. Expenditures from the District Fund may be made by the District Treasurer upon written authorization of the Governor up to individual line-item budgeted amounts. Expenditures in excess of these amounts can only be made with the approval of the District Finance Committee.

1. Two signatures shall be required to approve the disbursement of funds from the

District Fund. Rotarians authorized to approve expenditures shall include the District Governor, District Governor-Elect, and the District Treasurer. The District Governor’s signature on a written request shall constitute one of the two required signatures for disbursement.

2. On all payments in excess of $2000, two signatures, as defined above, must appear on the check.

3. At the District Governor’s discretion, designated budgeted funds may be adjusted on a line-item basis and transferred in amounts not exceeding $1,000 to satisfy the changing monetary needs of the District. The District Treasurer and District Finance Committee shall be notified promptly of any such adjustments and these changes must be specifically noted in the next quarter’s financial report. Adjustments in excess of $1,000 can only be made with the approval of the Finance Committee.

4. It is recognized that in addition to the regular and normal activities of the District,

which are paid for either by reimbursement from Rotary International, by the District’s per-capita levy, or by allotment of District Reserve funds, there may be special Club, District, or Rotary International programs, activities or functions which require or encourage the Governor’s participation and use of District funds. It has been the long-standing policy of District 5440 and of Rotary International that expenses associated with these additional activities, including those incurred by the Governor, if not allocated through the normal budgeting process and in compliance with the District By-Laws, become the personal responsibility of the relevant Governor.

G. Prior to taking office, the District Governor-Elect, with the assistance of the District Treasurer, shall appoint a District Audit Committee for the ensuing year. To assure continuity the Committee shall consist of three Past District Governors appointed to staggered terms of three years each, and two Rotarians with specific finance and/or audit experience who are appointed for one-year terms. Chair of the Committee will be the most senior PDG member. The Committee shall not include any current members of the Finance Committee. The Audit Committee shall conduct an internal audit, or, if so requested by the Executive Committee, shall contract with an outside accounting firm for an audit of the District’s financial records. This audit shall cover the period of the preceding Rotary fiscal year and shall be completed within four months following the close of said year. If additional time is needed, the Audit Committee can request an extension from the Executive Committee. The Audit Report shall be submitted to the District Finance Committee for review, following which the Report, including any comments by the Finance Committee, shall be submitted to the Executive Committee for review and to the Council of Past Governors for information and comment. Copies of the Report, with copies of the comments of the Finance and Executive Committees, will be submitted to Presidents of the Clubs in the District no later than sixty (60) days prior to the District Conference. The Report shall be accepted by a majority vote of the delegates attending that year’s District Conference, or referred back to the Executive Committee for appropriate action.

H. All District Committees which have either income or expense, or which have received funds from the District treasury, shall make a complete itemized accounting of all income and expenses to the District Treasurer no later than the end of August each year for the preceding Rotary year.an extension from Exceptions to requirements of this paragraph will be permitted only upon written approval of the District Governor and the District Finance Committee.

I. Where funds are raised for specific purposes or for District programs, such as for Youth Exchange, the District Conference, or multi-District activities such as RYLA, a separate budget and bank account may exist. At least quarterly, the Chair or Treasurer of that respective activity shall submit a financial report to the District Treasurer for inclusion in the District Financial Report.

J. When funds are to be solicited and accumulated from within the District for joint or multi-District projects, the proposed budget of income and expenditures, including the level of involvement requested of Rotarians in District 5440, shall be prepared by February 1st of each year, or thirty days prior to the PETS, and submitted to the District Treasurer so that the information may be included in the budget submitted to incoming club presidents at their Presidents Elect Training Seminar.

V. MEETINGS

A. There shall be three official District 5440 meetings held during any Governor’s term. They are the Presidents-Elects Training Seminar, the District Assembly, and the District Conference. Other District-wide meetings as required or desirable may be held with the approval and sanction of the District Governor.

B. All District-wide meetings shall be financed through registration fees paid by the participants, with supplementary District funds made available only when budgeted for that specific purpose. It shall not be the purpose of these meetings to produce a profit or surplus. Rather, it shall be the purpose of the meetings to operate on the lowest feasible registration fee so as to encourage the widest possible attendance at such meetings.

C. The Presidents-Elect Training Seminar shall be held annually, within one month after the International Assembly, but no later than March 31, for the purpose of orientation and training of Rotary Club Presidents-Elect. The Presidents-Elect Training Seminar shall be scheduled and conducted by the District Governor Elect, in cooperation with the District Governor, and shall be held at a time different than that of the District Assembly. The Presidents-Elect Training Seminar shall conform to ARTICLE XV, 15.030 of the Bylaws of Rotary International.

D. The District Assembly shall be directed particularly toward the incoming Officers, Directors and Committee members of the Rotary Clubs of District 5440. The Assembly program shall emphasize instruction and preparation of the participants for the Rotary year ahead, and shall follow as nearly as practical the guidelines furnished by Rotary International conforming to ARTICLE XV, 15.020 of the Bylaws of Rotary International. All Rotarians within the District are welcome and encouraged to attend.

E. The District Conference shall be a meeting for all Rotarians, spouses, guests, and others. The program and activities of the District Conference shall emphasize Rotary information, District 5440 activities, business matters, inspiration, and fellowship. The District Conference shall conform to ARTICLE XV, 15.030 of the Bylaws of Rotary International.

F. A District Conference Committee shall be established to assist incoming District Governors in the selection of site and the related contractual negotiations for the District Conference during the year he/she will serve as Governor.

1. The Committee shall be comprised of the three immediate Past District Governors, the District Governor Elect, the District Governor Nominee, and, if nominated, the District Governor Nominee Designate. When sanctioned and recommended by the Committee, one or more members of past conference committees, knowledgeable and experienced in conference activities, may be asked to serve on the Committee. The most recent Past District Governor shall serve as Chair.

2. No later than December 31st of each year the District Governor Nominee,

coordinating with the conference dates and plans of the District Governor Elect, shall recommend to the District Conference Committee a proposed site for the Conference to be held during his/her year as Governor. The Nominee shall also submit hotel and/or contracting agency documents for review and, where appropriate, shall request the Committee’s assistance in the negotiation of these contracts. In addition, the Nominee shall submit a recommended fee schedule for the Conference. The District Conference Committee shall submit its recommendations to the District Governor Nominee for consideration prior to his/her final decision regarding the Conference site and fee schedule. The proposed site shall be approved by a majority of incoming Club Presidents attending PETS.

3. No later than 60 (sixty) days following the close of the District Conference, the

District Governor shall cause to be prepared an itemized report of all financial and other pertinent Conference data, and shall submit it to the District Conference Committee for its review. The District Conference Committee will then distribute copies of the report to the District Finance Committee, including the District Treasurer, the District Executive Committee, and the Council of Past Governors.

4. Should the District decide to select future District Governors in the third year

preceding their year of service as Governor, the District Governor Nominee Designate shall assume responsibility for the actions specified in Section F above.

VI. COMMITTEES

A. District Committee members shall be appointed and their Chairs designated by the District Governor.

1. During the selection process, prior to the beginning of a new Rotary year, the District Governor Elect shall consult with current Committee Chairs and Committee members, the District Governor, the Council of Past Governors, and other Rotarians seeking suggested names of potential Committee members best suited for open positions. Efforts shall be made to select such persons from the broadest possible geographic and Club distribution.

2. One-year appointments for Committee members are normal, except as Committee

membership is specifically identified elsewhere in these Bylaws. However, two-year terms, and occasionally three-year or longer terms are acceptable at the discretion of the District Governor where the extended terms would supply the desired continuity of the Committee’s functions.

VII. SELECTION OF THE DISTRICT GOVERNOR

A. The District Governor Nominee or Nominee Designate shall be selected by a District Nominating Committee in accordance with Article XIII 13.020 of the By-Laws of Rotary International. The Nominating Committee shall consist of the five (5) living preceding Past District Governors and two Rotarians, who are not Past District Governors but who have served as Club President, residing in and members in good standing of Clubs within the District and willing to serve in this capacity. The most senior Past District Governor in term of service shall serve as Chair. The Committee will act only with at least five of the seven members in attendance.

B. District 5440 shall select its District Governor Nominee during the second year prior to the year in which the Governor will serve. In addition, a District Governor Nominee Designate may also be selected during the third year prior to the year of service.

C. No later than March 1st of each year, the Nominating Committee will convene to begin an active search to find the best qualified candidates for District Governor Nominee or District Governor Nominee Designate and to set a date(s) for interviews of candidates. Also no later than March 1, the District Governor shall invite all the Clubs to submit their suggestions for nomination for Governor by mailing to the Secretary of every Club in the District an official call for nominations for Governor.

1. The last day for receipt of nominations from the clubs will be May 1st.

2. Names of candidates shall be submitted to the Council of Past Governors for comment.

3. The Nominating Committee shall meet no later than June 30 to make its selection.

4. The District Governor shall be notified of the selection immediately thereafter.

5. All persons whose names were submitted will be notified by the Chair as to the selection made by the Nominating Committee.

6. The District Governor shall then publish to the clubs of the District the name and Club of the selected nominee and shall certify the name of the Governor Nominee to the General Secretary within ten (10) days after such nominee has been declared the Nominee.

7. If it is determined that an incoming District Governor Elect, District Governor Nominee, or District Governor Nominee Designate, cannot serve because of his/her resignation, or if a nominated Governor is removed for cause by the Nominating Committee before his/her election at the Rotary International Convention, or, if after the International Convention, the President of Rotary International acts for cause and disqualifies either the current District Governor or the Nominee candidate, the District Nominating Committee shall reconvene to select a replacement.

VIII. VOTING

A. In all matters that require a vote at the District Assembly or the District Conference, or by mail, or otherwise, except as outlined in Section 1 below, voting shall be as outlined in ARTICLE XV, 15.050 of the Bylaws of Rotary International.

1. Agreement by the District to participate in Group Study Exchange shall be ratified by

Clubs in compliance with the procedures defined in the current edition of the Manual of Procedure.

2. In any matters where Rotary International may require a different method of voting, the

requirements of Rotary International shall be followed.

IX. BYLAWS OF DISTRICT 5440 CHANGES AND AMENDMENTS

A. Amendments to these Bylaws may be proposed by any Rotary Club in District 5440, the District Bylaws Committee, or the District Executive Committee. Suggestions must be in writing and, while they can be initiated and sent to the District Governor at anytime, they must be received by the Governor not less than 90 days prior to the scheduled District Conference. The District Governor shall formalize such suggestions and forward them to the District By-Laws Committee for review and comments, following which they will be sent to the District Executive Committee. After these reviews, the District Governor shall send a copy of the proposed changes, along with the Executive Committee’s recommendations, to the Clubs of the District not less than four (4) weeks prior to the District Conference. The proposed changes shall be submitted for consideration at the District Conference, and must be approved by two-thirds (2/3) of the delegates of the Clubs present.

B. To assure continuity the By-Laws Committee shall be comprised of three Past District Governors serving three-year staggered terms, and two Rotarians who are not PDGs but who have served as Club Presidents. Each incoming Governor, prior to taking office, shall select one Past Governor to serve a three-year term, and two Past Club Presidents, who can serve consecutive terms but not to exceed three years on the Committee. Any vacancies on the Committee shall be filled by the Executive Committee.

X. GENERAL

A. These By-Laws are intended to serve as a guide which will provide continuity in the operation of District 5440, as well as provide for the protection and proper use of funds which have been provided by the Rotarians and Clubs in District 5440.

B. It should be kept in mind by all who are concerned with these By-Laws or who have occasion to use them, that ours is a voluntary organization and that tolerance is to be exercised in all matters. The guiding influence should always be the Object of Rotary, as incorporated in ARTICLE IV of the Constitution of Rotary International, and the things we think, say, and do should be measured by the Four Way Test.

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