Articles of Incorporation
  • Register

Rotary Club of Jacksonville, Florida
AMENDED AND RESTATED ARTICLES OF INCORPORATION
of the Rotary Club of Jacksonville, Florida

ARTICLE I. NAME

The name of this organization shall be Rotary Club of Jacksonville, Florida, member of Rotary International, and the corporation shall exist perpetually.

ARTICLE II. OBJECT

The object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster:

  1. The development of acquaintance as an opportunity for service;
  2. High ethical standards in business and professions; the recognition of worthiness of all useful occupations; and the dignifying by each Rotarian of such Rotarian’s  occupation as an opportunity to serve society;
  3. The application of the ideal of service by every Rotarian to their personal, business and community life;
  4. The advancement of international understanding, good will, and peace through a world fellowship of business and professional people united in the ideal of service.

ARTICLE III. MEMBERSHIP

Section 1.  Kinds

The members of the Corporation shall consist of those persons who are present members and such members as are thereafter elected in accordance with this Charter and the Club Bylaws. There may be four kinds of membership, namely: active, honorary, senior active and past service, and such other classes of membership as the Bylaws may prescribe.

Section 2.  Active Membership.

     (a)   Qualifications - Each active member shall be an adult person of good character and good business or professional reputation:

  1. engaged as proprietor, partner, corporate officer or manager of any worthy and recognized business or profession; or
  2. holding an important position in an executive capacity with discretionary authority in any worthy and recognized business or profession; or
  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 such person is to be classified in the Club and having a 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 immediately adjoining Club, or within an immediately adjoining community not part of the territory of an existing Rotary club.

     (b)   Classifications 

  1. The active members of this Club shall be classified in accordance with their respective businesses or professions.
  2. The classification of each active member of this Club shall be that which covers a principal and recognized activity of the firm, company or institution with which that person is connected or that which covers that person’s principal and recognized business or professional activity.

     (c)    Limitations -There shall not be more than one active member in each classification of business or profession excepting the religion, news media and diplomatic classifications as provided in subsection 2 (d) of this Article, and excepting the provision for additional active members as provided in subsection 2 (f) of this Article.

     (d)   Religion, News Media and Diplomatic Service -  Representatives of more than one religious denomination, representatives of more than one newspaper and/or other news media and diplomatic representatives of more than one government may be eligible to active membership under such classifications.

     (e)    Public Office Holder -Persons holding elective or appointive public office for a specified time only shall not be eligible to active membership in this Club under the classification of such office. This shall not apply to persons holding a position or office in schools, colleges, or other institutions of learning, philanthropy, community service, or to persons who are elected or appointed to the judiciary.  An active member in the Club who is elected or appointed to public office for a specified period, in the sole discretion of the Board of Directors, may during the period in which that person holds such office continue as such active member in the Club under the classification represented by that person in the Club immediately prior to such election or appointment.

     (f)    Additional Active Member -Any active member of this Club may propose for and the Club may elect to active membership one additional person actively engaged in the same classification of business or profession as that of the proposer or from the concern or establishment with which the proposer  is connected, whose classification shall be the same as that of the proposer.  The qualifications of such additional member shall be those required for active membership.   This Club may, subject to the approval of the holder of the classification, also elect to active membership any former member of a Rotaract club who is actively engaged at a place of business or who resides within the territorial limits of the Club and who is qualified for membership as set forth in the bylaws.

     (g)   Former Active Members -  The Club may, subject to the approval of the holder of the classification, elect to additional active membership in the Club any former active member of a Rotary club whose place of business whereat the proposed member is actively engaged is within the territorial limits of the Club and who is otherwise qualified for membership provided

  1. that there shall, in no case, be more than one additional former active member elected under this paragraph of this Section in respect of any one classification, and
  2. that any member so elected shall have terminated membership of the member’s former club only because that member ceased to be actively engaged within the territorial limits of that club in the classification of business or profession under which that member was classified in that club, and
  3. that an additional active member elected under this paragraph of this Section shall cease to be a member when the classification becomes vacant, provided that when the classification is again filled, that member may (without prejudice to the right of the holder of the classification to propose an additional active member under paragraph (f) of this Section 2) then be reelected.

Section 3.  Honorary Membership

     (a)   Qualifications - Any adult person who has distinguished themselves by meritorious service in the furtherance of Rotary ideals and who resides within or who is definitely associated with the territorial limits of the Club may be elected to honorary membership in the Club.

     (b)   Conditions  Honorary members shall be exempt from payment of admission fees and dues, shall have no vote and shall not be eligible to hold any office in the Club; shall have no interest in any property of the Club; shall not be considered as representing any business or professional classification, but shall be entitled to attend all meetings and enjoy all other privileges of the Club.

Section 4.  Senior Active Membership

     (a)   Any active member of this Club:

  1. who now is and has been an active member of this or other clubs for a total of fifteen or more years, or
  2. who is of the age of sixty or more after having been an active member of one or more clubs for a total of ten or more years, or
  3. who is a present or a past officer of Rotary International, or
  4. any past service member of this Club who had been an active member of this Club and who, at the time ceased to be an active member of this Club, has the qualifications for senior active membership as hereinbefore set forth,

may, at their option become a senior active member of this Club by notifying the secretary in writing.

     (b)   Any active member of this Club who is of the age of sixty five or more after having been an active member of one or more clubs for a total of five or more years shall automatically become a senior active member. 

     (c)    This Club may, at its option, elect to senior active membership in this Club any former active member of any club, who was eligible to senior active membership at the time that member ceased to be an active member of a club, provided such former member resides within the territorial limits of this Club or within the surrounding area.

     (d)   A senior active member shall have the rights, privileges and responsibilities of an active member except that:

  1. that member shall not be considered as representing a classification; and
  2. that member shall not have the right to propose an additional active member.

This Club may admit to membership a qualified person in the classification of business or profession in which such senior active member may be engaged.

Section 5.  Past Service Membership

     (a)   A former active member of a club, whose active membership was terminated because of retirement from active business or professional life, may be elected a past service member in the club in which such former member held active membership or in any other club provided that such former member has held active membership in one or more Rotary clubs for three or more years or has attained the age of 55 years irrespective of the length of such membership.  Such former member may be elected to past service membership at the time of, or at any time after the termination of such former memberís active membership, provided such former member has all the other qualifications of a past service member.   If such former member’s  retirement from business or professional life occurs after such former member has ceased to be a member of the Club, such former  member is not eligible to past service membership. A past service member shall be required to pay an admission fee unless such member was formerly an active member of this Club, in which case such member shall not be required to pay a second admission fee.

     (b)   An active member who, through no fault of his own, would otherwise lose his classification may, by action of the board of directors of this Club, be elected to past service membership.

     (c)    A past service member shall have all the rights, privileges and responsibilities of an active member except that such member shall not be considered as representing any business or professional classification nor may such member become a senior active member (except as provided in section 5(a) of this Article); nor shall such member have the right to propose an additional active member under section 4(a) hereof.

Section 6.  Dual Membership

No person shall simultaneously hold active, senior active, or past service membership in this and another club.  No person shall simultaneously hold active, senior active or past service membership and honorary membership in this Club.

Section 7.  Rotary International Employment.

This Club may retain in its membership any member thereof who enters the employment of Rotary International so long as such member remains in such employment.

ARTICLE IV.  DURATION OF MEMBERSHIP

Section 1.  Period.

Membership shall continue during the existence of the Club unless terminated as hereinafter provided or by death of the member.

Section 2.  How Terminated.

Active membership shall automatically terminate if, and when, an active member ceases to be personally engaged within the territorial limits of the Club in the classification of business or profession under which that member is classified in the Club, or that member’s connection with that member’s business establishment is severed.

Additional active membership shall automatically terminate with the termination of the membership of the active member who proposed such additional active member, or in the event an active member becomes a senior active member of this Club, the membership of the additional active member shall automatically terminate. If the person who has held such additional active membership is immediately reelected to active membership in this Club, that person shall not be required to pay a second admission fee.

Honorary membership shall automatically terminate on the first day of July next after date of election, provided, however, that the board of directors may, by resolution adopted during the month of June, continue such honorary membership for the period of one year beginning July 1, following, and, provided, further, that the Board of Directors for good and sufficient reason may at any time terminate the membership of an honorary member. An honorary membership may be continued by the board, as herein provided, although the member has ceased to reside within or to be definitely associated with the territorial limits of the Club.

Senior active membership shall automatically terminate if, and when, an elected senior active member ceases to reside within the territorial limits of this Club or within the residential territory recognized as the suburbs of the city in which this Club is located.

Past service membership shall automatically terminate if and when a past service member reenters active business or professional life, or if and when such member ceases to reside within the territorial limits of this Club or within the residential territory recognized as the suburbs of the city in which this Club is located.

Section 3.  How to Rejoin.

When the membership of an active member has terminated as provided in the foregoing Section 2, such person may make new application for membership and, whether under the same classification or another classification, that person’s application shall be considered, in advance of any other, for membership under the classification in which that person now applied, and, if elected to membership, shall not be required to pay a second admission fee.

Section 4.  Classification  How Corrected.

The Board of Directors, in its discretion, may correct or readjust the classification of any member whose membership has not terminated, if the circumstances warrant such action, but due notice of such proposed correction or readjustment shall be given to the member and that member be allowed a hearing thereon.

Section 5.  Termination  Nonpayment of Dues.

Any  member failing to pay dues within thirty (30) days after the prescribed time shall be notified in writing by the secretary at the last known address, and if said dues are not paid on or before ten (10) days from the date of notification said membership shall automatically terminate.   Such former member, at the discretion of the board, may be reinstated to membership upon petition, and upon the payment of all indebtedness to the Club, provided the former classification has not been filled meanwhile by the election of a new member.

Section 6.  Termination Nonattendance.

     (a)   The membership of any active, senior active, or past service member except as provided in this Article, who is absent from four consecutive regular weekly meetings of this Club shall automatically terminate, unless such absence is made up as hereinafter provided, or is excused by the board for good and sufficient reason.

Any member absent from a regular meeting of this Club may make up such absence by attendance at a regular meeting of any other Rotary club or a provisional Rotary club within  fourteen (14)  days before or after the usual time for that meeting and be given full credit for attendance in this Club, provided notice of such attendance is given to this Club by the secretary of the club visited or the member may make their own report.

In the event an active, senior active, or past service member of this Club presents themselves at the regular time and place of meeting of any other club for purpose of attending the meeting of such club, and such club has omitted, postponed, or changed the time or place of its meeting for said week, then such member shall be credited with attendance by this Club for the week for which that member would be entitled to credit had such meeting been held at the regular time and place, provided notice of such circumstance is given to this Club by the secretary of the club visited or the member may make their own report.

Any active, senior active, or past service member of this Club absent from a regular meeting of this Club who attends a regular meeting of a Rotaract club or provisional Rotaract club or Interact club or provisional Interact club at the direction of this Club at any time between the usual time of the regular meeting of this Club immediately preceding the day of absence and the usual time of the regular meeting of this Club immediately following the day of absence, shall be given full credit for attendance in this Club for the regular meeting from which that member was absent, provided notice of such attendance is given to this Club by the member.

Any active, senior active, or past service member of this Club who is serving as an officer of Rotary International, or a committeeman of Rotary International, or as a special representative of the district governor, or who is in the employ or Rotary International absent from a regular meeting of this Club on Rotary business shall be credited with attendance at such meeting missed while on such business, provided notice of such circumstances is given to this Club by the member.

Any active, senior active, or past service member of this Club absent from a regular meeting of this Club while traveling with reasonable directness to or from a convention of Rotary International, an international assembly, a Rotary institute for past and present officers of Rotary International, a Rotary International conference, a Rotary International committee meeting, a Rotary district assembly, or a regularly announced intercity meeting of Rotary clubs shall be credited with attendance at such regular meeting of this Club, provided notice of such circumstances is given to this Club by the member.

Any active, senior active, or past service member of this Club absent from a regular meeting of this Club who attends a convention of Rotary International, an international assembly, a Rotary institute for past and present officers of Rotary International, a Rotary International conference, a Rotary International committee meeting, a Rotary district conference, a district leadership forum, a Rotary district assembly, or a regularly announced intercity meeting of Rotary clubs,  within  fourteen (14)  days before or after the day of absence itself, shall be credited with attendance at such regular meeting of this Club, provided notice of such attendance is given to this Club by the member.

     (b)   The membership of any active, additional active, senior active, or past service member, except as hereinafter provided, whose percentage of attendance is less than sixty percent during the first or second six months of the Club’s fiscal year shall automatically terminate, unless such member is excused by the Board of Directors for good and sufficient reason.

     (c)    Any member who, because of protracted ill health or impairment, is physically unable to comply with the provisions of this section may, during the period of its continuance, upon application to the Board of Director, be excused from complying with attendance requirements and the absence shall not be computed in the attendance record of the Club.

     (d)   Any past service or senior active member who has been a member of one or more Rotary clubs for (in the aggregate) twenty years or more and has reached the age of sixty-five years or who has been a member of one or more Rotary clubs for (in the aggregate) fifteen years or more and has reached the age of seventy years, upon notifying the secretary in writing of their desire to be exempt therefrom, may, subject to the approval of the board of directors, be excused from complying with attendance requirements, and when such approval has been given, the particular member’s attendance or absence shall not be computed in the attendance record of the Club.

 Section 7.  Termination for Other Causes.

     (a)   The membership of any member who shall cease to have the stated qualifications for membership in Rotary may be terminated by the Board of Directors by the votes of not less than two thirds of the members thereof, at a meeting called for that purpose.

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

     (c)    In either case (a) or (b) the member shall be given at least ten (10) days’ notice in writing of such pending action in order that the member may have the opportunity of appearing before the Board of Directors to state that member’s case. Service of such notice shall be made by personal delivery or by registered letter to that member’s last known address.

     (d)   In case of such decision to terminate membership 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, and such former member may, within fourteen (14) days after the date of such notice, submit in writing to the secretary, notice of election to appeal to the Club. The Board of Directors shall thereon set the 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 of 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 at such meeting.

     (e)    Where the Board of Directors has terminated a membership as provided for in this section, the Club shall not elect a new member under such classification until the time for hearing the appeal, if any, has expired and the Club’s decision has been announced.

     (f)    The action of the Board shall be final if no appeal to the Club is taken; but if an appeal is taken, then and in that event, the action of the Club shall be final.

Section 8.  Resignation.

The resignation of any member from this Club shall be in writing (addressed to the president or secretary) and shall be accepted by the Board of Directors, provided that all indebtedness of said member to the Club has been paid.

Section 9.  Property Interest Forfeiture of.

Any person whose membership in this Club has been terminated in any manner shall forfeit all interest in any funds or other property belonging to the Club.

ARTICLE V. TERRITORIAL LIMITS

The territorial limits of this organization shall be the City of Jacksonville, Florida, and the tributary territory of which the City of Jacksonville is the business center, except (i) that portion of the territory lying westerly and southerly of, and bounded by, US Highway No. I as now established to the point where said highway intersects Myrtle Avenue; thence southerly on Myrtle Avenue to Forest Street, thence southerly on College Street to Margaret Street; thence southerly on Margaret Street to the St. Johns River, and (iii) the territory lying northerly of a line running down the middle of Second Street between Julia Street and Clark Street and the easterly prolongation of said line to the St. Johns River and the westerly prolongation of said line to the intersection of Myrtle Avenue, subject to the condition that this organization retains the right to admit from the said excepted territories members whose business, executive duties or professional activities are of a scope to include the entire City of Jacksonville and subject to the further condition that the status of any member of this Club whose business or profession is located in the said excepted territories shall not be affected.

ARTICLE VI.  MEETINGS

Section 1.  Regular Meetings.

This Club shall meet regularly once each week as provided in the Bylaws except when otherwise decided by the Board of Directors of the Club.

Section 2.  Annual Meeting.

The annual meeting and election of this Club shall be held on the first Monday in December of each year unless relocated later in December by action of the Board of Directors, as provided in the Bylaws. 

ARTICLE VII.  ADMISSION FEE AND DUES

Every active, additional active, senior active, and past service member of this Club shall pay as an admission fee and as an annual dues such sums as may be fixed by the Board of Directors in accordance with the Bylaws except that an additional active member who is elected to active membership and a senior active or past service member who has held active membership in this Club shall not be required to pay a second admission fee.

ARTICLE VIII.  OFFICERS AND DIRECTORS

Section 3.  Board of Directors.

The governing body of this Club shall be a Board of Directors consisting of not less than ten (10) individuals elected in the manner and for the terms set forth in the Bylaws, plus the president, president-elect, secretary, treasurer, immediate past president, and other officers appointed pursuant to Article 2, Section 4 of the Bylaws.

Section 4.  Powers of Board of Directors.

The decision of the Board in all Club matters shall be final, subject only to an appeal to the Club. The Board shall have general control over all officers and committees and may, for good cause, declare any office vacant. It shall constitute a board of appeal from the rulings of all officers and actions of all committees. Appeal may be taken from any decision of the Board of Directors to the Club and on such appeal the decision appealed from shall be reversed only by a two thirds vote of the members present, at a regular meeting to be specified by the Board of Directors, a quorum being present, notice of such appeal having been given by the secretary to all members of the Club at least five days in advance of such meeting.   The Board of Directors shall have the power to decide upon the propriety of classifications for the admission of new members; and it shall also have the power to readjust, divide or qualify existing classifications in the membership, or to properly create a classification for a proposed member in harmony with Rotary International Standard Outline of Classification.

Section 5.  Officers.

The officers of this Club shall be a president, a president-elect, the immediate past president, a secretary,  a treasurer, a sergeant-at-arms, and such other assistant officers as may be designated from time to time, who shall be selected as the Bylaws shall  provide.

Section 6.  Term and Qualifications.

Except as may otherwise be provided in relation to the president, the officers shall take office on the first day of July following their election and shall hold office for one year or until their successors have been elected and have qualified.

The president shall be elected as the Bylaws of the Club may provide within the period of not more than two years but not less than eighteen months prior to the day of taking office as president.   The president shall be a director of the board and shall serve as president elect for the year immediately preceding the year in which the term as president shall commence and as president elect designee for the six month period immediately preceding the term of president elect.   The president shall take office on the first day of July in the Rotary year for which the president is elect to serve and shall serve for the period of election or until a successor shall have been elected and qualified.

Members of the Board (other than the officers and the past president) shall take office on the first day of July following their election and shall hold office for two years or until their successors have been elected and have qualified.

Each officer and each director shall be an active, additional active, a senior active, or a past service member in good standing of this Club. 

ARTICLE IX.  PUBLIC AFFAIRS

This Club shall not endorse or recommend any candidate for public office and shall not discuss at any Club meetings the merits or demerits of any such candidate.

The merits of any public question involving the social, economic, moral or physical welfare of the people may be fairly and intelligently studied and discussed before a Club meeting for the enlightenment of its members; but this Club shall not take any action endorsing or condemning any measure which is to be submitted to the vote of the people.

This Club shall at no time discuss or vote upon matters of sectarian controversy, nor shall it endorse any strictly sectarian measure.

ARTICLE X.  OFFICIAL PUBLICATION

Acceptance of active, senior active, or past service membership in this Club shall be a declaration by each person so doing that person voluntarily becomes a bona fide subscriber to the monthly publication of Rotary International. The subscription shall be handled in six month periods and shall continue as long as this person is a member of the Club and to the end of any six month period during which that person may cease to be a member of the Club.

The amount of the subscription shall be collected by the Club from each member semiannually, in advance, in addition to annual dues. The secretary shall enter such subscriptions and the amounts so collected in a special subscription account and remit to the business office of said publication.

ARTICLE XI.  ACCEPTANCE OF OBJECT AND COMPLIANCE WITH CHARTER AND BYLAWS

A member by payment of such memberís admission fee and dues thereby accepts the principles of Rotary as expressed its object and submits to and agrees to comply with and be bound by the Charter and Bylaws of this Club, and on these conditions alone is entitled to the privileges of the Club. No member shall be absolved from the observance of the Charter and Bylaws on the plea that the member has not received a copy of them.

ARTICLE XII.  BYLAWS

This Club shall adopt Bylaws not inconsistent with the Charter of the Club or with the Constitution and Bylaws of Rotary International (and the rules of procedure for an area administration where established), embodying additional provisions for the government of this Club, which adoption shall be by a majority vote of the members of the Club present and voting, and such Bylaws may be amended from time to time in accordance with the provisions therein contained.

ARTICLE XIII.  INVESTMENT OF FUNDS

Any investment of this Club’s funds shall be made only in such investments as are described by the Laws of the State of Florida as legal for the investment of trust funds in this State. Purchase of Government investments shall be only direct obligations of the United States government.

Should any such investment made as above authorized cease to qualify as a legal investment, it shall be sold and properly reinvested as above specified.

ARTICLE XIV.  AMENDMENTS

Amendments proposed to these Articles may be adopted at any regular meeting of the Club, a quorum being present, by a two thirds vote of the members present, provided that notice of such proposed amendment has been mailed to each member ten (10) days before such meeting.