ROTARY ACTION GROUP AGAINST SLAVERY BYLAWS

(AS AMENDED FEBRUARY 22, 2023)

ARTICLE I – NAME

Section 1.1. The name of this Rotary Action Group shall be Rotary Action Group Against

Slavery (also known as RAGAS).

ARTICLE II – PURPOSE

The purpose of this Rotary Action Group shall be:

(a) To drive issue awareness, empower member involvement and enable its community to take action to eradicate all forms of modern slavery and human trafficking;

(b) to mobilize Rotarians and Rotary Clubs into serving their own communities to help lessen their vulnerability to human trafficking and modern slavery;

(c) to identify communities in which to effectuate change and, once identified, to share and better help to coordinate successful projects,

(d) to connect local partners to help reduce the risk of human trafficking and modern slavery;

(e) to further other charitable purposes as may be determined by the Board; and

(f) to conduct any lawful act or activity related to the foregoing

All funds, whether income or principal and whether acquired by gift or contribution or otherwise, shall be devoted to the foregoing purposes.

This Action Group shall operate in compliance with Rotary International policies for Rotary Action Groups, but it shall not be an agency of, or controlled by, Rotary International.

ARTICLE III – MEMBERSHIP

Section 3.1. Membership in RAGAS shall be open to any interested individual.

Section 3.2. Membership shall be offered on an annual or multi-annual basis. Lifetime memberships may be offered at the discretion of the Board .

Section 3.2. Membership may also be offered to Rotaract clubs, Peace Fellows and districts on an annual basis.

ARTICLE IV – BOARD OF DIRECTORS

Section 4.1. RAGAS shall be governed by a Board of Directors (“The Board”) with no fewer than nine members. The number of directors shall be determined by the Board. All directors shall be active Rotarians. Rotaractors, or Peace Fellows.

Section 4.2. Terms for directors may last from one to three years. Directors’ terms are renewable for up to six years. After six consecutive years of service, directors are ineligible to serve until three years have passed. Terms shall commence on 1 July of the calendar year elected and end on 30 June of the terminal year.

Section 4.3 – Membership: Board membership shall consist of three types of memberships: active, honorary, and emeritus. There shall be certain privileges for each of the three types of membership.

Section 4.4 Emeritus board members are former RAGAS directors and may be elected to that position in a manner and number determined by the active voting board. Emeritus and Honorary board member must be elected each July and shall not have voting rights on the board. All directors shall be notified of board meetings.

Section 4.5 The active directors are the voting members as described in Section 4.2.

Section 4.6 The honorary directors are strong allies of RAGAS, who have not served on the board of directors. Honorary members shall be elected to this position in a manner and number determined by the active voting board.

Section 4.7 Emeritus members and honorary members of the board of directors shall be non-voting ex-officio members. Emeritus members may participate in the discussions of the board of directors.

Section 4.8 The RAGAS Board Chair may appoint, with board approval, a RAGAS Board Advisor, who is a past active board member no longer serving as a voting board member, to serve as an ex-officio non-toting member and advisor to the Board Chair.

Section 4.9 All members, as set forth in Sections 4.1 through 4.8 above, shall be notified of all board meetings.

ARTICLE V – EXECUTIVE OFFICERS

Section 5.1. The Rotary Action Group shall be administered by at least three executive officers, whom shall be the Chair (administrative head), the Secretary, and the Treasurer. All officers shall be active Rotarians, Rotaractors, or Peace Fellows. The terms of officers shall be staggered, shall not exceed three years, and shall coincide with the Rotary year, i.e. July 1 through June 30.

Section 5.2. The executive officers shall perform the duties and functions usually attached to the title of their respective offices, together with such other duties as may be prescribed by the Board.

Section 5.3. The Rotary Action Group Chair shall appoint a Technical Officer to take office on the next 1 July. The appointment shall be endorsed by two-thirds of the Rotary Action Group’s Board. The Technical Officer role shall be filled by a member of the TRF Cadre of Technical Advisers with professional expertise in the Action Group’s area of concentration. Such Technical Officer with professional expertise may be appointed before applying to join the Cadre. The Technical Officer shall serve as a liaison between the Rotary Action Group and the TRF Cadre of Technical Advisors and shall be responsible for maintaining and increasing the level of expertise in the Action Group.

ARTICLE VI – MEETINGS

Section 6.1. An annual meeting of the members shall take place at the RI Convention each year, or elsewhere as determined by the Board . At this meeting the installation of incoming directors and officers and other business shall take place. The exact date, time, and location of the annual meeting of the members shall be set by the Board and announced to the members at least 60 days prior to the meeting if at the RI Convention but otherwise at least 30 days prior to the meeting.

Section 6.2. An annual meeting of the incoming Board shall take place immediately subsequent to the annual meeting of the members.

ARTICLE VII – ELECTION OF DIRECTORS AND OFFICERS

Section 7.1. A Nominating Committee shall be appointed by the Board and so indicated in a notice to the general membership of RAGAS. Notice sent by mail or transmitted via email to the last known address of the member shall be considered good and sufficient notice. The Nominating Committee shall receive nominations for expiring Director positions until a specified deadline, whereupon nominations shall be closed. The Nominating Committee may also offer its own nominees for election. All nominees must indicate their willingness to serve by a specified deadline to be considered valid nominees for election.

Section 7.2. The names of the nominees for Director positions shall be distributed to the general membership, along with a voting ballot, at least 30 days prior to the annual meeting of the general membership. Ballots may be sent via email to the last known address of all members of RAGAS in good standing. Ballots shall indicate that they must be returned by email to the Nominating Committee at least seven days prior to the annual meeting.

Section 7.3. The Nominating Committee shall tally the votes cast and announce the newly elected incoming directors prior to the annual meeting of the general membership.

Section 7.4. At its annual meeting, the RAGAS Board shall elect from its members the incoming officers of RAGAS, who shall immediately become officers-elect and shall take office on the first day of July following their election.

Section 7.5. A vacancy in the RAGAS Board , or any office, may be filled by the Board .

Section 7.6. A director or officer may be removed from office by a two-thirds vote of the Board , or, by a two-thirds vote of the general membership.

ARTICLE VIII – FISCAL MATTERS

Section 8.1. The fiscal year of RAGAS shall be the same as the Rotary year, i.e.1 July through 30 June. Section 8.2. RAGAS’ dues shall be set by the Board and shall be due on 1 July of each year. RAGAS’s dues shall be of a reasonable amount.

Section 8.3. Funds shall be deposited in a financial institution approved by the Board of Directors.

ARTICLE IX – HARASSMENT-FREE ENVIRONMENT

Section 9.1. The Rotary Action Group is committed to maintaining an environment that is free of harassment or bullying. Harassment is broadly defined as any unwanted behavior that makes the recipient feel intimidated or humiliated: conduct, verbal (including by writing, email or otherwise) or physical that denigrates, insults or offends a person or group.

Section 9.2 All members and individuals in any communications or attending or participating in RAGAS meetings, events or activities should expect an environment free of harassment and shall help maintain an environment that promotes safety, courtesy, dignity and respect to all. All allegations of criminal activity should be referred to appropriate local law enforcement authorities.

Section 9.3 RAGAS shall promptly address allegations of harassment brought before it and shall not retaliate against those making the allegation.

Section 9.4 RAGAS’s Board, or a committee appointed by the chair for this purpose, shall review and respond to each allegation of harassment within a reasonable time-frame, typically one month. If the chair of RAGAS is/are the alleged offender, the immediate past chair (or most recent chair), directly or by appointment of a committee for this purpose, shall review and respond to the allegation. If the alleged offender is a member of RAGAS’ board, he or she is expected to recuse himself or herself from the discussion. The review and/or investigation shall be dependent on the circumstances including the severity and pervasiveness of the behavior.

Section 9.5 RAGAS shall report allegations of harassment to the alleged offender’s club president and district governor, as well as the outcome of the response to the allegation.

Section 9.6 RAGAS shall protect the safety and well-being of all youth (people aged under 18) participating in its activities and comply with Rotary International’s & RAGAS’ youth protection policies. Membership or affiliation shall not be granted to a person who is believed, for good cause, to have engaged in sexual abuse or harassment or who is prohibited from being a member of a Rotary Club.

Section 9.7 RAGAS shall protect all members by developing and maintaining policies on bullying, harassment, safeguarding, health and safety, gender equality, and inclusion, regarding whistle-blowing grievances.

ARTICLE X – COMPLIANCE WITH RI POLICIES

Section 10.1. RAGAS shall comply with Rotary International’s policies for Rotary Action Groups, as set forth in the Rotary Code of Policies. The RAGAS Board of Directors and executive officers shall familiarize themselves with these policies and any amendments to these policies as adopted by the RI Board of Directors from time to time.

ARTICLE XI – AMENDMENTS

Section 11.1. These bylaws may be amended only by the RAGAS Board of Directors.

Section 11.2. Notwithstanding the above provision, RAGAS may adopt administration procedures not in conflict with the provisions of these bylaws and the constitution and bylaws of Rotary International.