Rotary Information

WHY PAY McKEAN & PARK FOR OUR CLUB’S RULES? Some Rotary clubs ask, why pay McKean & Park for new Rules and Bylaws when these cost nothing in the past. The answer is simple enough – they don’t have to. If the Club’s Rules are rejected by the Registrar or by RI or if its members are concerned the Rules are flawed and don’t give them real protection, the Club can employ any firm of lawyers it likes to produce Rules that do. Freedom of choice is a principle we at McKean & Park thoroughly support. McKean & Park does produce Rules & Bylaws for a fixed fee of $350 ($300, if part of a district initiative) and that includes GST. The Rules are in the form of a single document that satisfies both the Registrar and RI. Each has kindly assisted us by commenting on a succession of draft Rules as we perfected them. Overall it took us about four months’ solid work across eight states and territories, to achieve our goal but the results have been worth it. Another answer is that Clubs incorporate to obtain protection from legal liability for their members. So why would any Club bother to go to that expense and trouble if its incorporation documents were so flawed that they seriously weakened the protection or destroyed it altogether? That just doesn’t make sense. Of course, nobody can speak about every Club’s Rules but most that we have seen have been seriously flawed for a variety of reasons, some of which are mentioned below. Some Rotary Clubs, it is true, have perfectly adequate Rules that do comply with the law. In many cases, however, Clubs that prepared their own Rules failed to submit them to RI, as they have always been required to do, and consequently may now find the parent body doesn’t approve their efforts. It is clear that most incorporated Rotary Clubs have incorporated either by using the Model Rules or by using a “composite” document comprising a number of separate documents, usually the RI Club Constitution, the RI Recommended Bylaws and a document that tackles some of the legal issues the RI documents ignore. The Model Rules are of course perfectly acceptable to the Registrar although the Registrar would never approve a Club using the Model Rules only as a dummy while it continued to operate under its Rotary Rules – that would be unlawful – like using two sets of accounts. But this is what Clubs that use the Model Rules frequently do. RI, on the other hand, would never agree to a Club using anything but the Rotary Rules. The Composite Rules are unacceptable to the Registrar not only because of inconsistencies between the documents and the Act but also the conflicting provisions they contain that cause so much confusion. Rules of incorporated associations are meant to mean what they say and be understood by everyone, not just the legal fraternity. RI may also reject the composite version if it made changes to the Constitution (which of course it does) without RI’s consent. Another answer is this. Incorporation creates legal responsibilities particularly for the Directors. Incorporation (at any level) seems to offer conditions in which the unscrupulous, the greedy, the dishonest and the incompetent can operate. That is why state and territory governments and their regulatory watchdogs are forever increasing fines and penalties, imposing new legal requirements and tightening the regulatory mechanisms. This means that every incorporated club needs to know all the current legal requirements and keep its Rules in first class order or risk the increasing fines and penalties including the ultimate penalty, already imposed on some Rotary Clubs, of de-registration. Another reason is that the Rules of an incorporated Club are not a static document; they continue to alter all the time. Every three years, for example, they are amended by RI through its Council on Legislation. The states and territories amend their legislation whenever a new rort is uncovered. Clubs themselves frequently amend their bylaws which, at least in the case of Composite Rules, are part of the Rules and require the use of the amendment procedures of the Act and the approval of the Registrar before the amendments have any legal effect. In addition, the Act provides that if there is a Model Rule on which the Club Rules are silent, the Model Rule automatically forms part of the Club Rules. So changes occur all the time whether Clubs and their members are aware of them or not. McKean & Park understands all these problems as well as what you and your Club require. It also understands where RI is coming from. That is why our offer includes not only the provision of acceptable Rules and Bylaws now, but our advising you of future changes when they happen. That’s just like insurance. And all for the one fixed fee. Finally there is a risk for every Club that draws up its own Rules that is, it must continually keep them up to scratch on its own. When all Rotary Clubs were unincorporated and shared Rules, if a legal problem developed it was shared and no Club was left to fend for itself. McKean & Park would like to provide the means to enjoy safety in numbers once again. Important Documents Answers to Questions Important Documents • 06 Feb 2008 - Standard Variation to Club Rules / Bylaws for Incorporated Rotary Club • 25 Jun 2007 - INCORPORATED CLUB - "Rotary Steps to Adopting Rules and Constitution" • 24 Jun 2007 - INCORPORATED CLUB - "Engagement Agreement & Instructions" • 23 Jun 2007 - INCORPORATED CLUB - "Club Specific Rules/Bylaws" • 22 Jun 2007 - INCORPORATED CLUB - "Notice of General Meeting" • 21 Jun 2007 - INCORPORATED CLUB - "Minutes of General Meeting" • 20 Jun 2007 - UNINCORPORATED CLUB - "Steps to Incorporation" • 19 Jun 2007 - UNINCORPORATED CLUB - "Engagement Agreement & Instructions" • 18 Jun 2007 - UNINCORPORATED CLUB - "Club Specific Rules/Bylaws" • 17 Jun 2007 - UNINCORPORATED CLUB - "Notice of General Meeting" • 16 Jun 2007 - UNINCORPORATED CLUB - "Minutes of General Meeting" • 15 Jun 2007 - UNINCORPORATED CLUB - "Incorporation of a Club (Victoria only)" • 14 Jun 2007 - UNINCORPORATED CLUB - "Associations Incorporation Act 1981 (Victoria only) • 13 Jun 2007 - ROTARY DISTRICT - "Incorporating a Rotary District" • 12 Jun 2007 - ARTICLE - "How and Why Rotary Clubs Incorporate" • 11 Jun 2007 - ARTICLE - "Australia Wide Rules Now Available" • 10 Jun 2007 - ARTICLE - "Common Faults in Existing Incorporated Rotary Club Rules" • 09 Jun 2007 - ARTICLE - "Minimalist Appraoach to New Rules & Constitution" • 08 Jun 2007 - ARTICLE - "What are the McKean & Park Services?" • 07 Jun 2007 - ARTICLE - "Rotary - Incorporation: The Problem and the Solution" • 06 Jun 2007 - ARTICLE - "Club Incorporation - A Two Edged Sword" Date 06 Feb 2008  Title Standard Variation to Club Rules / Bylaws for Incorporated Rotary Club  Author Ross Blair Summary   Download Download file PDF (38kb)  [back to Rotary top] Date 25 Jun 2007  Title INCORPORATED CLUB - "Rotary Steps to Adopting Rules and Constitution"  Author Ross Blair Summary After McKean & Park sends your Club its documentation, these are the steps to be followed.  Download Click here to download PDF 80KB  [back to Rotary top] Date 24 Jun 2007  Title INCORPORATED CLUB - "Engagement Agreement & Instructions"  Author Ross Blair Summary   Download Download PDF document (58KB)  [back to Rotary top] Date 23 Jun 2007  Title INCORPORATED CLUB - "Club Specific Rules/Bylaws"  Author Ross Blair Summary Club Specific Rules/Bylaws - Incorporated Rotary Club Rules (In conjunction with obtaining updated Rules)  Download Download file PDF (17kb)  [back to Rotary top] Date 22 Jun 2007  Title INCORPORATED CLUB - "Notice of General Meeting"  Author Ross Blair Summary   Download Download PDF document 16KB  [back to Rotary top] Date 21 Jun 2007  Title INCORPORATED CLUB - "Minutes of General Meeting"  Author Ross Blair Summary   Download Download PDF document 15KB  [back to Rotary top] Date 20 Jun 2007  Title UNINCORPORATED CLUB - "Steps to Incorporation"  Author Ross Blair Summary   Download Download PDF document 19KB  [back to Rotary top] Date 19 Jun 2007  Title UNINCORPORATED CLUB - "Engagement Agreement & Instructions"  Author Ross Blair Summary   Download Download PDF document (62KB)  [back to Rotary top] Date 18 Jun 2007  Title UNINCORPORATED CLUB - "Club Specific Rules/Bylaws"  Author Ross Blair Summary Club Specific Rules/Bylaws - Unincorporated Rotary Club Rules (In conjunction with obtaining updated Rules)  Download Download file PDF (17kb)  [back to Rotary top] Date 17 Jun 2007  Title UNINCORPORATED CLUB - "Notice of General Meeting"  Author Ross Blair Summary   Download Download PDF document 14KB  [back to Rotary top] Date 16 Jun 2007  Title UNINCORPORATED CLUB - "Minutes of General Meeting"  Author Ross Blair Summary   Download Download PDF document 16KB  [back to Rotary top] Date 15 Jun 2007  Title UNINCORPORATED CLUB - "Incorporation of a Club (Victoria only)"  Author Ross Blair Summary   Download Download PDF document 87KB  [back to Rotary top] Date 14 Jun 2007  Title UNINCORPORATED CLUB - "Associations Incorporation Act 1981 (Victoria only)  Author Ross Blair Summary   Download Download PDF document 96KB  [back to Rotary top] Date 13 Jun 2007  Title ROTARY DISTRICT - "Incorporating a Rotary District"  Author Ross Blair Summary Rotarians are well aware that RI has agreed to the incorporation of Rotary Districts. Having been asked about incorporation by Districts in at least four States, McKean & Park has drafted Rules which comply with the laws of all States/Territories and has submitted these for approval by RI’s lawyers in Evanston.  Download Download PDF document 29KB  [back to Rotary top] Date 12 Jun 2007  Title ARTICLE - "How and Why Rotary Clubs Incorporate"  Author Ross Blair Summary Rotary Clubs incorporate to provide a protective legal shield against liability for members just because they are members. But if the shield is not set up properly or If the shield is not properly kept in place. The protection is reduced and can disappear altogether.   Download How and why Rotary clubs incorporate  [back to Rotary top] Date 11 Jun 2007  Title ARTICLE - "Australia Wide Rules Now Available"  Author Ross Blair Summary   Download Click here to download PDF 115KB  [back to Rotary top] Date 10 Jun 2007  Title ARTICLE - "Common Faults in Existing Incorporated Rotary Club Rules"  Author Ross Blair Summary Many Rotary Clubs which have incorporated under the Associations Incorporation Act have adopted seriously flawed Rules. Unfortunately legal flaws frequently go undetected until something happens to highlight the flaw by which time it may be too late to correct it.  Download Click here to download PDF 50KB  [back to Rotary top] Date 09 Jun 2007  Title ARTICLE - "Minimalist Appraoach to New Rules & Constitution"  Author Ross Blair Summary This paper details the "key hole legal surgery" undertaken to produce the new Rules & Constitutions and why the approach was taken.  Download Click here to download PDF 115KB  [back to Rotary top] Date 08 Jun 2007  Title ARTICLE - "What are the McKean & Park Services?"  Author Ross Blair Summary This paper outlines how McKean & Park can assist your club now and in the future.  Download Click here to download PDF 53KB  [back to Rotary top] Date 07 Jun 2007  Title ARTICLE - "Rotary - Incorporation: The Problem and the Solution"  Author Ross Blair Summary This paper relates to the legal problems faced by Incorporated Rotary Clubs and teh solution to that problem.  Download Click here to download PDF 123KB  [back to Rotary top] Date 06 Jun 2007  Title ARTICLE - "Club Incorporation - A Two Edged Sword"  Author Ross Blair Summary Incorporation of a club is indeed a two-edged sword. If the incorporation is handled properly it provides the ultimate protection for club members. If, at any time, it is handled carelessly or improperly, it not only exposes the members to many new areas of liability but substantially weakens the protection they incorporated to avoid in the first place.  Download Download file PDF (30kb)  [back to Rotary top] Answers to Questions • 01 - Is the new “Australia wide” Rules & Constitution applicable under the laws of each of the Australian states and territories? • 02 - Do the new “Australia wide” Rules & Constitution and the Bylaws under those Rules include the 2004 club bylaws recommended by RI? • 03 - Previously all votes at a club meeting had to be “viva voce” is this still the case? • 04 - You ask for any amendments that have been made to our Club’s Bylaws. Does this include the amendments made to the Bylaws by the Council on Legislation (CoL)? • 05 - In the new Rules & Constitution (Article 9C Section 3) you have provided that the vice-president is to preside at meetings of the club and the board in the absence of the president. Shouldn’t that be the president-elect? • 06 - You provide in Article 10A Section 2 that the annual dues are payable “semi-annually” on 1 July and 1 January. Our club prefers the fees to be charged and paid in full on 1 July? • 07 - In Article 1A you define “financial year” as “a year”. Is this a mistake? • 08 - You ask us to supply you with the current details of the locality of our club. When we came to look for these we found numerous references to former municipalities that no longer exist. What should we do? • 09 - The meeting to adopt the Rules & Constitution is described as a “special meeting” but neither the Constitution nor the Bylaws at present (nor the Rules & Constitution) refer to a special meeting. Is this valid? • 10 - In Instructing you what amendments have been made to our club Bylaws is it sufficient for us to send you a copy of the Bylaws and let you find out what the amendments are? • 11 - How much does the new Rules & Constitution and the new Bylaws and their implementation and registration cost? Question 01 - Is the new “Australia wide” Rules & Constitution applicable under the laws of each of the Australian states and territories?  Answer Yes. It has been written specifically for that purpose. [back to Rotary top] Question 02 - Do the new “Australia wide” Rules & Constitution and the Bylaws under those Rules include the 2004 club bylaws recommended by RI?   Answer Yes. The 2004 Bylaws have been included as a replacement for the former recommended club bylaws. [back to Rotary top] Question 03 - Previously all votes at a club meeting had to be “viva voce” is this still the case?  Answer No. Under the “Australia wide” Rules & Constitution the Board may decide in respect of a particular resolution that it should be decided by ballot instead. [back to Rotary top] Question 04 - You ask for any amendments that have been made to our Club’s Bylaws. Does this include the amendments made to the Bylaws by the Council on Legislation (CoL)?  Answer No. The documents we have prepared for your Rotary Club include all amendments made by the CoL including its 2004 amendments. We only need to know from your Club those amendments that it has made on its own initiative. [back to Rotary top] Question 05 - In the new Rules & Constitution (Article 9C Section 3) you have provided that the vice-president is to preside at meetings of the club and the board in the absence of the president. Shouldn’t that be the president-elect?  Answer No. RI has always allocated to the vice-president the same tasks that would be filled by a vice-president in any other organisation and filling in for the president in his/her absence is one of these. The president-elect (as we think RI sees this role) is the apprentice president who is learning the role from observing and at the same time is developing projects to be implemented in his/her year in office. [back to Rotary top] Question 06 - You provide in Article 10A Section 2 that the annual dues are payable “semi-annually” on 1 July and 1 January. Our club prefers the fees to be charged and paid in full on 1 July?  Answer RI suggests half-yearly payments and we have followed that approach. We see no harm, however, in asking members for full payment on 1 July and the members may be happy to comply. Any member who does not comply is, however, entitled to pay by half-yearly payments as indicated. Article 9A Section 2 is a rule that the club can amend itself if it wishes to do so. If your club wishes to amend the Article it should contact us accordingly. [back to Rotary top] Question 07 - In Article 1A you define “financial year” as “a year”. Is this a mistake?  Answer No. RI has already defined “year” in Rule 1 as “the 12-month period which begins on 1 July”. We have subsequently defined “financial year” as meaning “year” as defined in Article 1. [back to Rotary top] Question 08 - You ask us to supply you with the current details of the locality of our club. When we came to look for these we found numerous references to former municipalities that no longer exist. What should we do?  Answer Simply send us the wording as contained in your existing Constitution and we will make the necessary adaptation. [back to Rotary top] Question 09 - The meeting to adopt the Rules & Constitution is described as a “special meeting” but neither the Constitution nor the Bylaws at present (nor the Rules & Constitution) refer to a special meeting. Is this valid?  Answer Yes. The Constitution and the Rules refer to “general meetings”. A special general meeting is still a general meeting. By using the term “special general meeting” the difference is that the members have to be notified why the special general meeting is being called and consequently the notice of meeting contains the 2 motions that will be put at the special general meeting. [back to Rotary top] Question 10 - In Instructing you what amendments have been made to our club Bylaws is it sufficient for us to send you a copy of the Bylaws and let you find out what the amendments are?  Answer We can do this additional work if you request it but an additional charge will be made. Please phone Ross Blair for details 03 9670 8822. [back to Rotary top] Question 11 - How much does the new Rules & Constitution and the new Bylaws and their implementation and registration cost?  Answer Basically this depends on whether your club is part of a District Initiative or not. If it is part of a District Initiative, the cost is reduced by a little under 30% because the District can carry out some of the work. In order to obtain details as to the cost you need to contact us and we will advise you of the amount involved. In addition, if you want additional assistance this can be provided but will necessitate a small extra cost. [back to Rotary top] View Rotary Lawyers