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Table of contents

Article 1 Definitions
Article 2 Board
Article 3 Election and Removal of Directors and Officers
Article 4 Duties of Particular Offices
Article 5 Meetings
Article 6 Method of Voting
Article 7 Fees and Dues
Article 8 Five Avenues of Service
Article 9 Committees
Article 10 Duties of Committees
Article 11 Finances
Article 12 Child Protection (Working with Children) Act 2012
Article 13 Insurance
Article 14 Charitable Fundraising Act 1991
Article 15 Method of Electing Members
Article 16 Procedure at General Meetings
Article 17 Procedure for Meetings of the Board of Directors
Article 18 Amendments
Article 19 Dissolution
Article 20 Members' Liabilities
Article 21 Additional Categories of Active Membership

Bylaws of the Rotary Club of Ku-ring-gai Incorporated

Date adopted: AGM 4th December 2017

Article 1 Definitions

In these bylaws, the following terms have the meanings set against them respectively:

1. Board: The Board of Directors of the club.
2. Director: A member of the Board.
3. Member: A member, other than an honorary member, of the club.
4. Officer: Each of the President, Vice-President, Secretary and Treasurer.
5. RI: Rotary International.
6. Year: The twelve-month period that begins on 1 July.

Article 2 Board

The governing body of the club shall be the Board, consisting of up to 9 Members of the club, namely the President, Vice-President, President-Elect, Immediate Past President, Secretary, Treasurer, and three other Directors.

There is no maximum number of consecutive terms for which a Board member may hold office. However it is the preference of the club that office holders serve no more than 3 consecutive years in any one position.

Article 3 Election and Removal of Directors and Officers

Section 1 –

(a) At a regular meeting of the club at least one month prior to the annual general meeting, the presiding officer shall ask for nominations by Members for President-Elect, Vice-President, Secretary, Treasurer and three other Directors.

(b) The nominations shall be presented by Members to the Secretary in writing at any time before the time for election. The nominations duly made shall be placed on a ballot in alphabetical order under the positions of President-Elect, Vice-President, Secretary, Treasurer and Directors and shall be voted for at the annual general meeting.

(c) The candidate for President-Elect receiving a majority of the votes shall be declared elected to that office and shall serve as a Director for the year commencing on 1 July next following the election and shall assume office as president on 1 July immediately following that year.

(d) The candidates for Vice-President, Secretary and Treasurer receiving a majority of the votes shall be declared elected to those positions respectively.

(e) The three candidates for Director receiving a majority of the votes shall be declared elected as Directors.

(f) The persons elected as Vice-President, Secretary, Treasurer and as Directors shall assume those positions on 1 July immediately following the election.

Section 2 –Within two months after their election, the President-Elect and Directors-elect shall:

(a) Determine between themselves the allocation of responsibility for the following standing leadership committees:

• Membership
• Public Relations
• Partnerships & Fundraising
• Rotary Foundation

(b) Elect a Member as Sergeant-at-Arms for the year commencing on 1 July next following the meeting.

Section 3 –

A vacancy in the Board or any office shall be filled by action of the remaining Board members

Section 4 –

A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the board-elect

Section 5 –

(a) The club may by resolution remove any member of the Board before the expiration of his/her period of office and may by resolution appoint another person in his/her stead.

(b) The person so appointed is subject to retirement at the same time as if he/she had become a Board member on the day on which the Board member in whose place he/she is appointed was last elected a Board member.

(c) The office of a member of the Board shall ipso facto be vacated if the member:-

1. Resigns his/her office by notice in writing to the club; or
2. Shall be absent from more than three consecutive Board meetings without the consent or ratification of the Board; or
3. Fails to pay any debt due to the club on or before the day appointed for payment thereof or within three (3) months thereafter; or
4. Becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
5. Becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or
6. Ceases to be a member of the club; or
7. Holds an office of profit in the club or is interested in a contract with the club.

Article 4 Duties of Particular Offices

Section 1 – President

The duties of the President shall be to preside at meetings of the club and the Board and to perform such other duties as ordinarily pertain to the office of president.

Section 2 – Vice-President

The duties of the Vice-President to preside at meetings of the club and the Board in the absence of the President and to perform such other duties as ordinarily pertain to the office of Vice-President.

Section 3 – Secretary

The duties of the Secretary shall be to:

(a) Keep the club membership records;

(b) Send out notices of club, Board and committee meetings;

(c) Record and preserve the minutes of such meetings, which must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting (and the signature of the chairperson may be transmitted by electronic means);

(d) Report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, which shall include per capita dues for all Members and prorated dues for Members who have been elected to membership of the club since the start of the July or January semiannual reporting period;

(e) Report changes in membership as required to RI;

(f) Provide the monthly attendance report to the District Governor within 15 days of the last meeting of each month; and

(g) Perform such other duties as usually pertain to the office of secretary.

Section 4 – Public Officer

(a) For the purpose of the Associations Incorporation Act 2009, the Secretary of the club shall also be the Public Officer unless the Board by resolution appoints some other Member to that position.

(b) The common seal of the club shall be kept in the custody of the Public Officer.

(c) The common seal shall not be affixed to any instrument except by the authority of the Board, and the affixing of the common seal shall be attested by the signature of any two members of the Board.

(d) Except as otherwise provided by these bylaws, the Public Officer shall keep custody or control all records, books and other documents relating to the club.

(e) The records, books and other documents of the club shall be open to inspection, free of charge, by a Member at any reasonable hour in hard copy form.

(f) For the purposes of the Associations Incorporation Act 2009, the Public Officer shall:

1. Keep a register in written or electronic form of the members of the Board including the particulars prescribed by section 29;
2. Establish and maintain a register of members of the club in written or electronic form, specifying the name and postal, residential or email address of each member together with the date on which they became a member;
3. Keep the registers at his/her residential address;
4. If the club ceases to exist, keep the registers for a period of 5 years after the club has ceased to exist;
5. Make available a current hard copy of the registers to be inspected by any person without payment of any fee, at all reasonable hours; and,
6. Lodge documents with the Commissioner for Fair Trading or the Secretary of the Department of Finance, Services and Innovation, as required by section 45 of the Associations Incorporation Act 2009.

Section 5 – Treasurer

The duties of the Treasurer shall be to:

(a) Have custody of all funds of the club;

(b) Account for all funds to the club annually and at any other time upon demand by the Board;

(c) Perform such other duties as pertain to the office of treasurer;

(d) Upon retirement from office, hand over to the incoming treasurer or to the president all funds, books of accounts and all other club property held by him or her; and

(e) As soon as practicable after the end of each financial year, cause financial statements and an audit report thereof to be prepared and presented to the Board, the Annual General Meeting and the Commissioner for Fair Trading as required by sections 47, 48 and 49 of the Associations Incorporation Act 2009 and sections 22 and 24 of the Charitable Fundraising Act 1991.

Section 6 – Sergeant-at-Arms

The duties of the Sergeant-at-Arms shall be to manage the arrangements for meetings of the club and such other duties as may be prescribed by the President or the Board.

Article 5 Meetings

Section 1 –

Annual General Meeting. An annual general meeting of the club shall be held not later than 31 December each year, at which time the election of officers and directors to serve for the next year shall take place together with the items of business referred to in Article 18 below.

Section 2 – Regular Weekly Meetings

(a) The regular weekly meetings of the club shall be held on Monday, commencing at 7 pm.

(b) Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club.

(c) As allowed by Article 7 of the Constitution, Article 12 of the Constitution is deleted and the following Article is substituted:

"12 – Attendance
(a) It is the expectation of the club that Members will try to participate in one half of all the club’s meetings, Committee Meetings, Social and Project events.

(b) It is the wish of the club that Members take the opportunities to attend and participate in meetings and events of RI, Rotary Districts other Rotary, Rotaract and Interact Clubs, the Rotary Leadership Institute and involve themselves in online and other research and activities regarding Rotary."

Section 3 – Quorum

One-third of the Members in good standing in the club present in person shall constitute a quorum for meetings of the club.

Section 4 – Board Meetings

Regular meetings of the Board shall be held at least once each month. Special meetings of the Board may be called by the President, whenever he or she deems it necessary, and shall be called upon the request of two (2) Directors.

Section 5 – Quorum at Board Meetings

A majority of the Board present in person shall constitute a quorum for meetings of the Board.

Article 6 Method of Voting

The business of the club shall be transacted by a vote on the voices (or, in case of doubt, by a show of hands) except the election of President, Vice-President, Secretary, Treasurer and Directors, which shall be by ballot (unless there is only 1 nominee for a position, in which case the nominee shall be declared elected). The Board may determine that a specific resolution be considered by ballot rather than by a vote on the voices.

Article 7 Fees and Dues

Section 1 – General

The annual membership fees shall be as prescribed by the Board from time to time, payable semi-annually on the first day of July and of January, with the understanding that a portion of each semiannual payment shall be applied to RI and district per capita dues and each Member’s subscription to the RI official regional magazine Rotary Down Under (or The Rotarian if requested by a Member).

Section 2 – Full Members of the same household

If and so long as two or more full active Members of the club are members of the same household, the second and subsequent such Members shall be entitled to a twenty per cent discount on the annual membership fees otherwise payable by them.

Section 3 – Associate Members

The annual membership fee payable by an associate Member shall be a sum equivalent to the aggregate RI and district per capita dues and magazine subscription payable by the club in respect of that associate Member.

Section 4 – Corporate Members

The annual membership fee payable by corporate Members from a given business or organization shall be:

(a) For one or two corporate Members: one hundred and fifty per cent of the fee payable by a full Member of the club; and

(b) For each additional corporate Member: eighty per cent of the fee payable by a full Member of the club.

Section 5 – Family Members

The annual membership fee payable by a family Member shall be a sum equivalent to the aggregate RI and district per capita dues and magazine subscription payable by the club in respect of that family Member.

Article 8 Five Avenues of Service

The five Avenues of Service (being Club Service, Vocational Service, Community Service, International Service and Youth Service) are the philosophical and practical framework for the work of the club. The club is to be active in each of the five Avenues of Service.

Article 9 Committees

Section 1 – General

(a) Club committees are charged with carrying out the annual and long-range goals of the club based on the five Avenues of Service.

(b) The President-Elect, President, and Immediate Past President shall work together to ensure continuity of leadership of and succession planning for each committee.

(c) When feasible, committee members should be appointed to the same committee for up to three years to ensure consistency and continuity.

(d) The President-Elect is responsible for appointing committee members to fill vacancies, appointing committee chairs and conducting planning meetings prior to the start of his/her year as President.

(e) The President shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereof.

(f) Each committee shall transact such business as is delegated to it in these bylaws and such additional business as is referred to it by the President or the Board. Except where special authority is given by the Board, no committee shall take action until it has lodged a report and recommendation for action with the Board and such action (or alternative action) has been approved by the Board.

(g) The chairman of each committee shall convene regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the Board monthly on all the committee’s activities.

Section 2 – Leadership Committees

The President shall, subject to the approval of the Board, appoint the following standing leadership committees, each consisting of a chairman and not less than two (2) other Members:

• Membership
• Public Relations
• Partnerships & Fundraising
• Rotary Foundation

Section 3 – Service Committees

(a) The President shall, subject to the approval of the Board, appoint the following standing service committees, each consisting of a chairman and not less than two (2) other Members:

• Club Service Committee
• Vocational Service Committee
• Community Service Committee
• International Service Committee
• Youth Service Committee

(b) The President shall, subject to the approval of the Board, also appoint such sub-committees for particular aspects of Club Service, Vocational Service, Community Service, International Service and Youth Service as are considered necessary.

(c) Additional ad hoc committees may be appointed by the President or by the Board as needed.

Article 10 Duties of Committees

(a) The duties of all committees shall be established and reviewed by the President for his/ her year. In declaring the duties of each committee, the President shall refer to appropriate RI materials.

(b) Each committee shall have a specific mandate, clearly defined goals and action plans established by the beginning of each year for implementation during the course of 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.

(c) The President, on the advice of the Club Service Committee and subject to the approval of the Board, shall appoint Members or sub-committees of Members responsible for the following aspects of Club Service:

• Attendance
• Child protection
• Classifications
• Club bulletin
• Fellowship activities
• Insurance
• Magazine
• Program
• Rotary Information

Article 11 Finances

Section 1 –

Prior to the beginning of each fiscal year, the Board shall prepare or cause to be prepared a budget of estimated income and expenditure for the year, which shall stand as the limit of the club’s expenditure for the year, unless otherwise determined by the Board. The budget shall be broken into two separate parts: one in respect of club operations (General Account) and one in respect of charitable/service operations (Project Account).

Section 2 –

(a) The Treasurer shall deposit all club funds in a bank named by the Board. The club funds shall be divided into two separate parts: club operations (General Account) and charitable/service operations Project Account).
(b) The funds of the club shall be derived from annual membership dues, donations and, subject to any resolution passed by the club in general meeting, such other sources as the Board determines.

(c) As soon as practicable after receiving money, the club shall issue an appropriate receipt.

(d) Subject to any resolution passed by the club in general meeting, the funds of the club shall be used in pursuance of the objects of the club in such manner as the Board determines.

Section 3 –

(a) All payments from the club’s bank accounts shall be made either:

1. Electronically, authorized by two authorized Members; or
2. By cheque signed by two authorized Members.

(b) Payments for club operations (General Account) shall be arranged by the Treasurer or other authorized Member only if and to the extent provided for in the budget referred to in Section 1 or otherwise authorized by the Board.

(c) Payments for charitable/service operations (Project Account) shall be arranged by the Treasurer or other authorized Member only if and when specifically authorized by the Board.

Section 4 –

As soon as practicable after the end of each financial year, the Board:

(a) Must cause financial statements for that year to be prepared in relation to the club’s financial affairs (including its affairs as trustee of any trust); and

(b) Must cause the financial statements to be audited in time for them to be submitted to the club’s next annual general meeting, such audit to be in compliance with requirements of the Associations Incorporation Act 2009 and/or the Charitable Fundraising Act 1991 (if applicable).

Section 5 –

The fiscal year of the club shall extend from 1 July to 30 June. The payment of per capita dues and RI official magazine subscriptions shall be made on 1 July and 1 January of each year on the basis of the membership of the club on those dates.

Section 6 -

The income and property of the club however derived shall be applied solely toward the promotion of the purposes of the club and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the Members, provided that nothing herein shall prevent the payment in good faith of reasonable and proper rent for premises let by any Member of the club or reimbursement of expenses paid for by Members.

Article 12 Child Protection (Working with Children) Act 2012

Section 1 –

The club shall comply with such of the provisions of the Child Protection (Working with Children) Act 2012 and the regulations made thereunder as are applicable to it.

Section 2 –

Every Member must obtain a ‘Working With Children Check Clearance’ in accordance with the Child Protection (Working with Children) Act 2012. If a Member does not obtain such a clearance, he/she must not have any contact with children in the course of their membership activities of the club.

Article 13 Insurance

Section 1 -

The club shall effect and maintain insurance in accordance with the Australian Rotary National Insurance Program.

Section 2 -

In addition to the insurance required under Section 1 of this Article, the club may effect and maintain other insurance.

Article 14 Charitable Fundraising Act 1991

Section 1 -

This Article applies whilst the club holds a fundraising authority under the Charitable Fundraising Act, 1991.

Section 2 -

The club shall comply with such of the provisions of the Charitable Fundraising Act, 1991 and the regulations made thereunder as are applicable to it.

Section 3 -

A member of the Board shall not be appointed to any salaried office of the club or any office of the club paid by fees and no remuneration or other benefit in money or money's worth shall be given by the club to any member of the Board except:

(a) Repayment of out-of-pocket expenses; and

(b) Interest at a rate not exceeding interest at the rate for the time being which is or would be charged by the club's bankers for money lent to the club; or

(c) Payment pursuant to a contract authorized by the Board in the absence of the Board member.

Section 4 -

In the event of the club having a membership of less than five persons then the club shall be dissolved in accordance with Article 19 hereunder. Upon any winding up or dissolution under Article 19 any Rotary Club to which any property is given or transferred must be the holder of a fundraising authority under the Charitable Fundraising Act, 1991.

Article 15 Method of Electing Members

Section 1 –

A membership application, signed by an active Member as proposer and by a prospective member of the club, shall be submitted to the Board, through the Secretary. A transferring or former member of another Rotary club may be proposed to active membership by that other club. The proposal shall be kept confidential except as otherwise provided in this procedure.

Section 2 –

The Board shall ensure that the proposal meets all the classification and membership requirements of the club constitution.

Section 3 –

The Board shall approve or disapprove the proposal within 14 days of its submission. If approved, the Board shall notify the Members on a confidential basis through the Secretary of its decision.

Section 4 –

If no written objection to the proposal, stating reasons, is received by the Board from any Member within seven (7) days following publication of information about the prospective member, that person shall be informed of the purposes of Rotary and of the privileges and responsibilities of membership, and upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.

Section 5 –

If a written objection to the proposal is received by the Board within seven (7) days, the Board shall vote on the matter at its next meeting. If the proposal is approved despite the objection, then upon payment of the admission fee (if not honorary membership), the prospective member shall be considered to be elected to membership.

Section 6 –

Following the election of a new Member:

(a) The President shall arrange for the new Member's induction;

(b) The Secretary shall issue new member Rotary literature to the new Member; and

(c) The Secretary will report the information about the new Member to RI; and

(d) The President shall assign another Member to assist with the new Member's assimilation to the club and shall assign the new Member to a club committee.

Section 7 –

Every new Member will be encouraged to attend the Rotary Leadership Institute. The Board may make provision for the club to meet the fees of such attendance.

Section 8 –

The club may elect, in accordance with the club constitution, honorary members proposed by the Board.

Article 16 Procedure at General Meetings

Section 1 - Annual General Meetings

In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:

(a) To confirm the minutes of the last preceding annual general meeting and any special general meeting held since that meeting;

(b) To receive from the Board reports upon the activities of the club during the last preceding financial year;

(c) To elect the President-Elect, Vice-President, Secretary, Treasurer and Directors of the club in accordance with Article 3 of these bylaws;

(d) To receive and consider the financial statements and audit report as required by Article 11 Section 4 above.

Section 2 – Notice of general meetings.

Except where the nature of the business proposed to be dealt with at any meeting of the club requires a special resolution, 14 days’ prior notice of the time, date and place of all general meetings of the club shall be given to Members by publication in the weekly club bulletin and details shall be included of the nature of the meeting and of any notices of motion therefor that may have been delivered to the Secretary.

Section 3 – Resolutions

No motion shall be voted on at any meeting of the club unless at least 14 days’ notice of the motion shall have been given to all the Members.

Section 4 – Notice of special resolutions

Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the Secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be placed in the club bulletin, specifying the place, date and time of the meeting, and the resolution(s) proposed to be put to the meeting.

Section 5 – Special Resolutions

A resolution of the club is a special resolution if:

(a) It is passed by a majority which comprises not less than three-quarters of such Members as, being entitled under these bylaws so to do, vote in person at a general meeting of which not less than 21 days' notice specifying the intention to propose the resolution as a special resolution was given in accordance with these bylaws: or

(b) Where it is made to appear to the Commissioner for Fair Trading that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a), the resolution is passed in a manner specified by the Commissioner.

Section 6 – Quorum

If within half an hour of the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and at the same place. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present (being not less than 3) shall constitute a quorum.

Section 7 – Presiding member

The President or, in the President's absence, the Vice-President, or in the Vice-President’s absence, the President-Elect, shall preside as chairman at each general meeting of the club. If the President, Vice-President and President-Elect are absent from a general meeting or are unwilling to act, the Members present shall elect one of their number to preside as chairman of the meeting.

Section 8 – Voting

(a) Upon any question arising at a general meeting of the club, a Member has one vote only and all votes shall be given personally and may not be given by proxy. A Member is not entitled to vote at any general meeting of the club unless all money due and payable by the member to the club has been paid.

(b) In the case of an equality of votes on a question at a general meeting, the chairman of the meeting is entitled to exercise a second or casting vote.

Article 17 Procedure for Meetings of the Board of Directors

Section 1 – Notice of meetings.

Oral or written notice of a meeting of the Board shall be given by the Secretary to each member of the Board at least 48 hours (or such other period as may be unanimously agreed upon by the Board) before the time appointed for the holding of the meeting.

Section 2 – Lack of quorum.

No business shall be transacted by the Board unless a quorum is present in accordance with Article 5, Section 5 of these bylaws and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour of the same day of the following week.

Section 3 – Dissolution

If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.

Section 4 – Presiding member.

At a meeting of the Board, if the President and the Vice President are absent or unwilling to act, such one of the remaining members of the Board as may be chosen by the members present at the meeting shall preside.

Section 5 – Voting

(a) Questions arising at a meeting of the Board shall be determined by a majority of the votes of members of the Board or of any such committee present at the meeting.

(b) Each member present at a meeting of the Board (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

Section 6 – Vacancies

Subject to a quorum being present, the Board may act notwithstanding any vacancy on the Board.

Section 7 – Validity of acts

Any act or thing done or suffered, or purporting to have been done or suffered, by the board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Board.

Article 18 Amendments

Section 1 -

These bylaws may be amended by a special resolution.

Section 2 -

No amendment or addition to these bylaws can be made which is not in harmony with the club’s constitution and with the constitution and bylaws of RI.

Section 3 –

Any amendment to these bylaws or the club’s constitution shall be advised by the Secretary to the Department of Fair Trading within 1 month, in accordance with section 10 of the Associations Incorporation Act 2009.

Article 19 Dissolution

The club shall not be dissolved except at a general meeting of the club specially convened for the purpose and by a special resolution. If upon the winding up or dissolution of the club there remains, after the satisfaction of all debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the Members of the club but shall be given or transferred to some other Rotary club or clubs which shall also prohibit the distribution of its or their property among its or their members.

Article 20 Members' Liabilities

The liability of a Member of the club to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of the winding up of the club is limited to the amount, if any, unpaid by the member in respect of membership of the club as required by Article 7 of these bylaws.

Article 21 Additional Categories of Active Membership

Section 1 – Additional Categories

In addition to full membership, the club shall have the following categories of active membership: associate, corporate and family.

Section 2 – Associate Membership

(a) Eligibility for Associate Membership. Persons who agree to attend a minimum of three meetings of the club each year and to participate in a minimum of three activities of the club other than its meetings each year may be elected to associate membership of the club. The term of such membership shall not exceed two years in total.

(b) Rights and Privileges. Associate Members shall have no vote and shall not be eligible to hold any office in the club.

Section 3 – Corporate Membership

(a) Eligibility for Corporate Membership. Up to four persons who are the owners or employees of the same business or organisation may be elected to corporate membership of the club.

(b) Rights and Privileges. Corporate Members shall have no vote and shall not be eligible to hold any office in the club.

Section 4 – Family Membership

(a) Eligibility for Family Membership. Persons who are the spouse, parent, child, grandchild or spouse of a child or grandchild of a full Member of the club and who agree to attend a minimum of three meetings of the club each year and to participate in a minimum of three activities of the club other than its meetings each year may be elected to family membership of the club. The term of such membership shall not exceed two years in total.

(b) Rights and Privileges. Family Members shall have no vote and shall not be eligible to hold any office in the club.