BYLAWS OF THE by German Angel

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BYLAWS OF THE

ROTARY CLUB OF LOS ANGELES COLOMBO AMERICANO

BYLAWS OF THE ROTARY CLUB OF LOS ANGELES COLOMBO AMERICANO

Article 1. Principal Office: A. The principal office of this club for the transaction of its business is located in the county of Los Angeles, California.

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B. The Board of directors may, however, change the principal office from one location to another within the named county, and such change shall not be deemed as an Amendment of this Bylaws. Article 2. Purposes and Objectives:

The primary objectives and purposes of this corporation shall be:

A. To provide charitabie and social welfare assistance to the community in Los Angeles, California; Colombia and elsewhere. B To encourage and foster: First, The development of acquaintance as an opportunity for

service;

Second. High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying by each Rotarian of this occupation as an opportunity to serve society; Third, The application of the ideal of service by every Rotarian to his/her personal, business and community life; Fourth. The advancement of international understanding, goodwill and peace through a world fellowship of business and professional persons united in the ideal of service. Article 3. Membership: A. General qualifications. This club shall be composed of adult persons of good Character and good business or professional reputation. B. Kinds. This Rotary Club shall have four kinds of membership, namely: Active, Senior Active, Past Service, and Honorary. C. Active: This club may elect to active membership a person who is:

1. Engaged as proprietor, partner, corporate officer or manager of any worthy, recognized business or profession: Or 2. holding an important position in an executive capacity with discretionary authority an any worthy and recognized business or profession; Or

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3. acting as the local agent or branch representative of any worthy and recognized business or profession having charge of such agency or branch in an executive capacity:

and Personally and actively engaged in the business or profession in which he is to be classified in the club and having his place of business or residence located within the territorial limits of this club or within the corporate limits of the city in which the club is located, or within the territorial limits of an immediate adjoining club. There shall not be more than one active member in each classification of business or profession excepting the religion, news media or diplomatic classifications, and excepting the provision for additional active members as provided in Section 4 of this article. D Additional Active Member:

(I) Any active member of this club may propose for, and the club may elect to active membership, one additional person who is actively engaged in the same classification of business or profession as that of the proposer, The qualification of such active member shall be the same as forth in section 1 and 3 of this Article for active membership. Such additional active member is in all respects an active member except that he may not be propose an additional active member under this paragraph. (2) This club may, subject to the approval of the holder of the classification, also elect to active membership an additional person who is a former active member of another Rotary Club and who is actively engaged at a place of business or who resides within the territorial limits of the club, who is otherwise qualified for membership, provided: (a)That there shall, in no case, be more than one additional member elected under this paragraph of this section in respect to activeany classifications, and

(b) that any member so elected shall have terminated membership of this former club only because he/she ceased to be actively engaged within the territorial limits of that club in the classification of business or profession under which he/she was classified in that club, and (c ) that although such additional active member is in all respect an active member, he/she shall have no right to proposed an additional active member under Section D (1) hereof (3) In the event of the termination of active membership of the holder of the classification or in the event that he becomes a senior active member or for any other reason he ceased to be the holder of the classification, the membership of the additional active member or members elected under Section D (1) and (2) shall be dealt with as follows: (a) If there is only one such additional active member, that member shall automatically become an active member and the holder of the classification.

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(b) If there are two additional active members, then the club shall elect one of the additional active members to be active member and the holder of the classification, (c) Upon the election of active membership of one of the additional active members as prescribed in (b) above, the status of the other additional active member shall remain uncharged.

E. Senior Active Membership.

(1) Any active member of this club, or past service member whose combined active and past service membership in one or more clubs conforms with the service requirements as hereinafter set forth:

(a)Whose has been member of one or more clubs for the total of 15 or more years, Or

(b) Who is of the edge of 60 or more having been a member of one or more clubs for a total of 10 or more years, Or © Who is in the age of 65 or more after having been a member of one or more clubs for a total of 5 or more years

Or (d) Who is a present or a past officer of Rotary International shall automatically and forthwith become a senior active member, (2) This club may elect to senior active membership any former member of any club who was a senior active member, or was eligible to become a senior active member at the time he ceased to be a member of a club. (3) A senior active member shall have all the rights, privileges and responsibilities of an active member, except that:

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a. He/she shall not be considered as representing any business or professional classification; and b. He/ she shall not have the right to propose an additional active member under Section D (1) hereof.

(4) This club may admit to membership a qualified person in the classification of business or profession w.hich such senior active member may be engaged.

F. Honorary Membership.

A person, who has distinguished him or herself by meritorious service in the furtherance of Rotary ideals, may be elected to honorary membership in this club. Honorary membership shall be exempt from the payment of admission fees and dues; shall not be considered as representing a classification, but shall be entitled to attend all meetings and enjoy all the other privileges of a club. No honorary member of this club is entitled to any rights or privileges in any other club. G. Termination for Nonpayment of Dues

Any member failing to pay his/hers dues within thirty (30) days after the prescribed time shall be notified in writing by the secretary to the member's last known address. If the dues are not paid on or before ten (10) days from the Such date of former notification member, said at membership the discretion shallof the automatically board, may be terminate.reinstated to membership upon his petition and upon the payment of all his indebtedness to the club, provided that no former member can be reinstated to active membership if his former classification has been filled. H. Termination of Nonattendance. The membership of any member other than an honorary member of this club shall automatically terminate if, without the consent of the board for good and sufficient reasons, he fails:

(1)

To attend or make up 4 consecutive regular meetings. Or

(2) To attend or make up at least 60% of the regular meetings in the first or the second 6 months ofthe fiscal year. Or (3) To attend at least 30% of the regular meetings in the first or second 6 months of the fiscal year I Termination for Other Causes 1. The membership of any member who shall cease to have the qualifications for membership in this club may be terminated by the board by the voted of no less than two-thirds of the members thereof, at a meeting called for that purpose.

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2. The membership of any member may be terminated by the board, for a reason which the board may deem to the sufficient, by the votes of not less than two-thirds of the members thereof, at a meeting called for that purpose.

3. In the case of (1) or (2) above, the member shal be given at teast ten (10) days' notice in writing of such pending action and an opportunity to submit to the board a written answer. Member may also have the privilege of appearing before the board to state his/her case. Service of such notice shall be made by personal delivery or by registered letter to member's last known address

4. If a decision is made to terminate, the secretary shall, within seven (7) days after the date of the board's decision, notify the member in writing of the decision of the board. Such member may, within fourteen (14) days after the date of such notice, give written notice to the secretary of member's intention, either to appeal to the club or to arbitrate as provided in Article XIV of this constitution. In the event member appeals, the board shall set a date for the hearing of the appeal at a regular meeting of the club, to be held within twenty-one (21) days after the receipt of such written notice appeal. At least five (5) days' notice of such club meeting and its special business shall be given in writing to every member of the club, and only members of the club shall be permitted to be present when such appeal is considered at such meeting.

5. When the board has terminated the membership of an active member as provided for in this Section, the club shall not elect a new member.

under his/her former classification under the time for hearing the appeal, if any, has expired and the club's decision or the decision of the arbitrators has been announced. 6. The action of the board shall be final if no appeal to the club is taken and no arbitration is requested. If an appeal is taken, the action of the club shall be final. J. RESIGNATION.

The resignation of any member of the club shall be in writing, addressed to the president or secretary, and shall be accepted by the board, provided that all indebtedness of said member to the club has been paid. ARTICLE 4. Board of Directors and Officers At the regular meeting one month prior to the meeting for election of officers, nominations shall be called for the presiding officer for candidates for the board of directors; any member of nominations may made by the members from the floor. These nominations shall be placed on a ballot and voted for at the annual meeting and the candidates securing the highest number of votes shall be declared elect. The board of directors-shall meet within one week after the annual meeting and shall elect from its members the following: A president who shall serve as a member of the board as presidentelect for the year commencing on the first day of July following his election as president, and shall assume the office as president on the first day of July immediately following his year of service on the board as president-elect One or more vice-presidents; A secretary, a treasurer and a sergeant-at-arms, any and all of whom may or may not be member of the board. If not otherwise members of the board, the secretary, and the treasurer elect at this meeting shall become ex officio members of the board in the year for which they are elected to serve and shall have such responsibilities and privileges of membership thereon as the board may determine.

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B. 1)

2) 3)

C. A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the board of directors-elect. D. The governing body of this club shall be the board of directors, elect in accordance with Article 1, Section 1, of this by-laws.

E. Duties of Officers Section 1. President. It shall be the duty of the president at meetings of the club and board and to perform such other duties as ordinarily pertain to this office. Section 2. President-elect. It shall be the duty of the president-elect to serve as a member of the board of directors of the club and to perform such other duties as may be prescribed by the president of the board. Section 3. Vice-President. It shall be the duty of the vice-president to reside at meetings of the board in the absence of the president and to perform such other duties as ordinarily pertains to this office.

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Section4. Secretary. It shall be the duty of the secretary to keep the records of the membership; record of the attendance meetings; send out notices of the meeting of the club, board and committees; record and preserve the minutes of such meetings; make the required reports to Rotary International, including the semi-annual reports of membership shall be made to the General Secretary of the Rotary International on January and July 1 st of each year; and including prorated reports to the General Secretary on October and April 1st of each senior active, and past service member who has been elected to membership in the club since the start of July or January semi-annual reporting period; the report of changes in membership shall be made to the General Secretary of Rotary International; the monthly report of attendance at the club meetings shall be made to district governor immediately following the last meeting of the month; collect and remit to the Rotary International subscription to The Rotarian; and perform such other duties as usually pertain to his/her office. Section 5. Treasurer. It shall be the duty of the treasurer to have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board, and to perform such other duties as pertain to the office. Upon retirement from office, the treasurer shall turn over his/her successor or to the president all funds, books of accounts or any other club property in his/her possession. Section 6. Sergeant-At-Arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for this offce an such other duties as may be prescribed by the president of the board. Article 5. Meetings. Section 1. Annual Meeting. An annual meeting of this club shall be held no later than the 31 st day of December in each year, at which time the election of directors to serve for the ensuing year shall take place.

Section 2. Regular Meeting. The regular meetings of this club shall be held on Tuesday at 12:00. Due notice of any change in or canceling of the regular meeting shall be given to all members of the club. All members, except honorary members or members excused by the board of directors of this club pursuant to article XVI, section 3 of the Standard Rotary Club Constitution, in good standing of this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidence by the member's being present for at least 60%at he time devoted to the regular meeting, either at this club or at any other Rotary Club.

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Section 3. Quorum. A majority of the board members shall constitute a quorum of the board. One-third of the membership shall constitute a quorum at the annual and regular meeting of this club. Section 4. Board Meeting. Meeting of the board shall be held on the first Tuesday of each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon request of two members of the board due to notice having been given. Article 6. Committee.

Section 1. (a) The president shall, subject to approval of the board, appoint the following standing committees: Club Service Committee Vocational Service Committee Community Service Committee (b)The president shall, subject to the approval of the board, also appoint such committees on particular phase of Club Service, Vocational Service, Community Service, and International Service, as he/she may deem necessary. (C) The Club Service Committee, Vocational Service Committee, Community Service Committee, and International Service Committee shall each consist of a chairman, who shall be named by the president from the membership of the board, and not tess than two other more members to a two-year term. (e) The Classification and Rotary Information Committees shall each consist of three members, one member of each committee to be appointed each year for term of three years. The first appointments made under this provision shall be as follows: one member for the term of one year; one member for the term of two years; and one member for the term of three years.

(f) The Magazine Committee shall, wherever feasible, include the editor Of the club publication and a local newspaper or advertising member of the club.

Article 7. Members Inspection Rights. Each and every member shall have the following inspections rights, for a purpose reasonably related to such person's interest as member. A. to inspect and copy of all members' names, addresses and voting rights, a reasonable times, upon five (5) business day's prior written demand, which demand shall state the purpose for which the inspection rights are requested.

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B. To obtain from the Secretary or the club, upon the written demand and payment of a reasonable charge, a list of the names, address and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specifiéd by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) days after the demand is received or after the date specified therein as of which the list is to be complied.

C. To inspect at any reasonable time the books, records, or minutes of proceedings of the members, upon written demand on the club by the member, for the purpose reasonably related to such person's interest as a member.

Article 8. Amendments

These by-laws may be amended at any regular meetings, a quorum being present, by a two-thirds vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting. No amendment or addition to theses by laws can be made which is not in harmony with the club constitution and with the Constitution and Bylaws of Rotary International.