RI BYLAWS — ARTICLE 13

13.020. Nominating Procedure for Governor.

13.020.1. Nominating Committee for Governor.

Except for those districts in RIBI, each district shall select its governor-nominee by a nominating committee procedure, unless excused by the board for exceptional circumstances related to the size of the district, financial considerations, or other compelling reasons. The nominating committee for governor shall be charged with the duty to seek out and propose the best available candidate for governor-nominee. The terms of reference of the committee, including the method for selecting members, shall be determined in a resolution adopted by the electors of the clubs present and voting at a district conference. Such terms of reference may not be inconsistent with the bylaws.

13.020.2. Failure to Adopt Nominating Committee Procedure.

Any district which fails to adopt a method for selecting members of a nominating committee as required in subsection 13.020.1. shall utilize the five most recent past governors who are still members of a club in that district as its nominating committee. The committee so constituted shall function in accordance with section 13.020. Where five past governors are not available, the president of RI shall appoint additional suitable persons from that district so that the committee contains five members.

13.020.3. Suggestions by Clubs for Governor.

The governor shall invite the clubs to submit their suggestions for nominations for governor. Such suggestions shall be considered by the nominating committee so long as they reach the committee by the date established and announced by the governor. Such announcement shall be made to the clubs in the district at least two months before such suggestions must reach the nominating committee. The announcement shall include the address to which suggestions shall be sent. The suggestions shall be submitted in the form of a resolution adopted at a regular meeting of the club naming the suggested candidate. The resolution shall be certified by the club secretary. A club may suggest a candidate for governor-nominee who is a member of another club, so long as the suggesting club first obtains the concurrence of the club where such candidate is a member.

13.020.4. Nomination by Committee of Best Qualified Rotarian.

The nominating committee for governor shall not be limited in its selection to those names submitted by clubs in the district. The committee shall nominate the best qualified Rotarian who is available to serve as governor.

13.020.5. Notification of Nomination.

The nominating committee shall notify the governor of the candidate selected. The governor shall then publish to the clubs of the district the name and club of the nominee.

13.020.6. Committee Inability to Select Nominee.

Where the nominating committee cannot agree upon a candidate, the governor- nominee shall be elected in a ballot-by-mail as provided in section 13.040.

Alternatively, the governor-nominee may be selected from among those candidates suggested to the nominating committee at the district conference in accordance with section 15.050. 13.020.7. Challenging Candidates. Any club in the district may also propose a challenging candidate for governor- nominee. The challenging candidate must have been duly suggested to the nominating committee. The name of the challenging candidate shall be submitted pursuant to a resolution by the club adopted at a regular meeting. The club must file the resolution with the governor by the date determined by the governor. Such date shall be at least two weeks after publication of the announcement of the selection for governor-nominee by the nominating committee.

13.020.8. Concurrence to Challenges.

The governor shall inform all clubs through a form prescribed by RI of the name of any challenging candidate who has been proposed as specified above. The governor shall also inquire whether any club wishes to concur with the challenge. A club must file a resolution of the club adopted at a regular meeting to concur with a challenge. Such resolutions must be filed with the governor by the date determined by the governor. Only challenges that have been concurred to by at least five other clubs or 10 percent of the total number of clubs as at the beginning of the year in the district, whichever is higher, shall be considered valid.

13.020.9. Absence of Challenging Candidate.

The governor shall declare the candidate of the district nominating committee to be the governor-nominee where no such challenging nomination has been received by the established date. Such declaration shall be made to all clubs in the district within 15 days of the deadline.

13.020.10. Challenging Nominations.

The governor shall notify all clubs in the district where a challenging nomination has been received by the deadline and continues effective for 15 days thereafter. Such notice shall include the name and qualifications of each such challenging candidate and state that such candidates will be balloted upon in a ballot-by-mail or alternatively at the district conference.

13.020.11. Failure of Challenging Nomination to Remain Effective.

Where no challenging nomination continues effective following the 15-day period, the governor shall declare the candidate of the district nominating committee as governor-nominee. The governor shall notify all clubs in the district of such nominee within 15 days.

13.020.12. Ballot at District Conference for Election of Governor-nominee.

The ballot at the district conference will follow as closely as possible the provisions for a ballot-by-mail. All votes from a club with more than one vote shall be cast for the same candidate failing which the votes from such club shall be deemed to be spoiled votes. 13.030. Exceptional Circumstances: Selection Through Ballot-by-Mail of Governor. A district shall select its nominee for governor in a ballot-by-mail without the assistance of a nominating committee where circumstances require such action and permission is given by the board.

13.030.1. Procedure.

The governor shall mail to the secretary of every club in the district an official call for nominations for governor. All nominations must be made in writing and signed by the president and secretary of the club. Where the candidate suggested by a club is not a member of such club, the concurrence of the candidate’s club shall first be obtained. Nominations must be in the hands of the governor by a date fixed by the governor. Such date shall be at least one month after the call for such nominations. No ballot shall be required and the governor shall declare such candidate to be the governor-nominee where only one candidate is suggested by a club.

13.030.2. Club Nomination of Two or More Candidates.

Where there are two or more candidates, the governor shall notify all clubs in the district of the name and qualifications of each such candidate and that all such candidates for governor-nominee will be selected through a ballot-by-mail.

13.040. Ballot-by-Mail Specifications.

The governor shall prepare a ballot in the form provided by the board, giving the name of any candidate selected by the district nominating committee. The ballot shall then list in alphabetical order the names of any candidates received by the governor. Where there are more than two candidates, balloting shall be by the single transferable ballot system. The governor shall mail a copy of said ballot to each club with instructions that the completed ballot be returned to and received by the governor. The ballots shall be returned by a date fixed by the governor. Such date shall be no less than 15 days or more than 30 days following the date of the governor’s mailing of the ballots to the clubs.

13.040.1. Club Voting.

Each club shall be entitled to at least one vote. Any club with a membership of more than 25 shall be entitled to one additional vote for each additional 25, or major fraction thereof, of its members. Such membership shall be determined by the number of members in the club as of the date of the most recent semiannual payment preceding the date on which the vote is to be held. However, any club whose membership in RI has been suspended by the board shall not be entitled to participate in the voting. If a club is entitled to cast more than one vote, the club shall cast all votes for the same candidate. The name of the candidate for whom the club has cast its vote(s) shall be verified by the secretary and president of the club and forwarded to the governor in a sealed envelope provided therefore.

13.040.2. Balloting Committee.

The governor shall determine and announce the place, date, and time for counting of ballots and shall appoint a committee of three members to arrange a place and otherwise take charge of validating and counting the ballots. Validation of ballots shall be undertaken separately from the counting of the ballots. The committee shall make other arrangements to safeguard the secrecy of the ballots as necessary. Arrangements shall be made so that candidates or a representative of each of them may be present to observe the counting of the ballots. All sealed envelopes containing the ballots from each club shall be opened in the presence of the candidates or their representatives.

13.040.3. Majority Vote.

The candidate receiving a majority of the votes cast shall be declared governor-nominee for that district.

13.040.4. Report of Balloting Committee.

The balloting committee shall promptly report the results of the ballot to the governor as soon as a candidate receives a majority vote. The report shall contain the number of the votes cast for each candidate. The governor shall promptly notify the candidates of the results of the ballot. The balloting committee shall retain all ballots cast for a period of 15 days following the governor’s notification to the candidates. Such ballots shall be open to inspection by a representative of any club during such period. The chairman of said committee shall destroy such ballots following the 15-day period.

13.040.5. Less Than Majority Vote.

If no candidate receives a majority of the votes in an election, a runoff election shall be held between the two candidates who received the highest number of votes. If there is a tie for second place, the runoff election shall include all candidates who are tied for second place. If the first runoff election does not provide a candidate with a majority, one or more additional runoff elections shall be conducted until a candidate receives a majority of the votes. If two candidates each receive 50 percent of the votes in an election or a runoff election and one of the candidates is the nominee of the nominating committee, the nominee of the nominating committee shall be declared the successful candidate. If neither of such candidates is the nominee of the nominating committee, the governor shall select one of such candidates as the successful candidate.

13.050. Certification of Governor-nominee.

The governor shall certify the name of the governor-nominee to the general secretary within ten days after such nominee has been declared the nominee.

13.060. Failure of Nomination to Remain Effective.

Where a nomination fails to remain effective at least three months prior to the international assembly, the governor shall reinitiate the procedures starting with subsection 13.030.1. 13.070. Rejection or Suspension of Governor-nominee.

13.070.1. Failure to Meet Qualifications.

Any nominee for governor who does not meet the prescribed qualifications and requirements shall be rejected and shall not be presented by the general secretary to the convention for election.

13.070.2. Suspension of Nomination.

Notwithstanding the receipt of a signed statement from a governor-nominee, the board may suspend such nomination where it has cause to believe that the nominee would be unable to fulfill satisfactorily the duties and responsibilities of the office as provided in the bylaws. The governor and nominee shall be informed of such suspension and the nominee shall be given an opportunity to submit to the board, through the governor and the general secretary, additional information with reference to the nominee’s ability to assume the duties and responsibilities of the office of governor. The board shall consider all pertinent circumstances including such information as may be submitted by the nominee and either reject the nomination of the nominee by a two-thirds vote or withdraw the suspension.

13.070.3. Rejection of Nominee.

The general secretary shall advise the governor of the district concerned where the nomination of the nominee has been rejected by the board. The general secretary shall provide the reasons for such rejection and the governor shall so advise such nominee. Where time permits, the governor shall conduct a ballot- by-mail in the district to select another nominee for governor in accordance with the provisions of the bylaws. Where a district fails to select an acceptable and qualified nominee for governor, such nominee shall be selected in accordance with section 13.080.

13.080. Special Elections.

Where a district fails to select a nominee for governor or where a nominee for such office becomes disqualified for election and another nominee is not selected by the district prior to the annual election of officers at the convention, the board shall elect a Rotarian qualified under section 15.070. to the office of governor. Such vote shall require a majority vote of all its members.