The RCM Board and Club Committees

The Rotary Club of Manila, First in Asia, has a Board of Directors which is its governing body. The RCM Constitution (Article VI, Section 1) provides that the Board shall be constituted by the RCM By-Laws, which the latter actually spells out in its Article II, Section 1.

Moreover, Article 1, Section 1 provides the procedure on the election of the Board members. It states: “(t)he one among the eight candidates elected obtaining the highest number of votes automatically become the President, and the one obtaining the second highest number of votes shall become the Vice President. The President-elect, the Vice President elect, and the remaining six (6) members elect of the Board together with the outgoing President shall constitute the Board of Directors for the ensuing Rotary year.”

The President presides in all Board and Club meetings (cf., Article III, Section 1, RCM By-Laws). The RCM By-Laws likewise enumerates several committees (cf., Article VII, Sections 1[a] to 1[d]), whose Chairman and members shall be appointed by the Board.

But the Board is not limited to the Committees found in the By-Laws. In fact, the President, with the approval of the Board, may create a committee and appoint the members of such committee. In this regard, it is well to note the following relevant provisions of the RCM By-Laws:

a) Article VI, Section 1(e) – A committee shall have Chairman and at least 5 members, unless otherwise stipulated. The President is ex-officio member of each committee.

b) Article VI, Section 1(g) – “Each Committee shall transact such business as delegated to it by the by-laws and such additional business may be referred to it by the President or the Board. Except where special authority given by the Board, such committees shall not take action until a report has been made to the Board and approved by the Board. The presence of the Chairman or Co-Chairman and any two members shall constitute a quorum for committee proceedings.”

It is also noteworthy that Article VI, Section 2, of the RCM Constitution provides that the Board of Directors “shall have control over all officers and committees x x x.” In fact, “for good cause,” the Board has the power “to declare any office vacant.” Corollary to this, Article I, Section 3, of the RCM By-Laws provides that any “vacancy in the Board of Directors or any office shall be filled by action of the remaining members of the Board, provided there is a quorum.” As the governing body, the decision of the RCM Board in all club matters “shall be final, subject only to any appeal to the club” (Article VI, Section 2, RCM Constitution).

“On such appeal the decision appealed from shall be reversed only by a two-thirds vote of the members present, notice of such appeal having been given by the secretary to all members of the club at least five days previous to such meeting.”

Hopefully, the foregoing will help RCMers, especially the Star Rotarians, better appreciate the working relations between the Board and the various working committees.