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BYLAWS
SOUTH CENTRAL ROTARY YOUTH EXCHANGE, INC.
As amended this 7thday of February, 2003

ARTICLE I. GENERAL PROVISIONS.

SECTION 1. Name. The name of the corporation shall be as described in the articles of incorporation, "South Central Rotary Youth Exchange, Inc." However, in addition the corporation has also become known, and shall continue to be known, by the acronym "SCRYE, Inc."

SECTION 2. Purpose. The purpose of South Central Rotary Youth Exchange, Inc. (SCRYE, Inc.) is to assist member districts with participation in the Youth Exchange Program of Rotary International (RI).

SECTION 3. Corporate Status. SCRYE, Inc. is a not-for-profit corporation, organized and existing under the provisions of Chapter 355 of the Missouri statutes.

SECTION 4. Offices. The principal office of the corporation in the State of Missouri shall be located at such address as may be approved by the Board of Directors (defined herein) from time to time and registered with the State of Missouri. The corporation may have such other offices as the Board of Directors may designate.

SECTION 5. Fiscal Year. The corporation shall operate on a fiscal year beginning with March 1 and ending on the last day of February.

ARTICLE II. MEMBERSHIP.

SECTION 1. Eligibility. Rotary Districts which were included in Rotary Zones 5 and 11 on October 1, 1985 when SCRYE, Inc. was incorporated, Rotary Districts which as a result of redistricting by RI came or come to include a part of this geographic region and Rotary Districts thereafter approved for membership by the Board of Directors shall be eligible for membership.

SECTION 2. Membership. To become a new member of SCRYE, Inc. after July 28, 2002, the district governor of an eligible Rotary District which desires to participate in the activities of this multidistrict organization must petition the Board of Directors for membership. Upon approval of such Rotary District for membership by the Board of Directors and payment of such initiation and annual maintenance fees and/or dues as shall then be in effect, such Rotary District will be admitted to membership in SCRYE, Inc. For member Rotary Districts to participate in and maintain their status as such, the district governor of a Rotary District must cause to be paid such annual maintenance fees and/or dues as set by the Board of Directors of SCRYE, Inc. and comply with SCRYE, Inc. reporting requirements.

SECTION 3. Representatives of Members. Rotary Districts which are members in good standing shall be represented by the Youth Exchange Officers appointed by District Governors of these Rotary Districts. However, the Youth Exchange Officer (YEO) of a member district may appoint a Rotarian from his/her district to represent him/her by proxy on any specified issue. Also, if no YEO has been appointed for a member district, then the District Governor of this district may appoint him/herself or another Rotarian from this member district to represent this district by proxy until a YEO has been appointed.

ARTICLE III. THE BOARD OF DIRECTORS.

SECTION 1. Board Membership. The Board of Directors shall consist of the Rotary Youth Exchange Officers (YEOs) of member districts as identified in these bylaws, one from each district, as appointed by the District Governors of member.

SECTION 2. Terms of Service. The term of service for each Director shall be the year or years in which he/she satisfies aforementioned criteria for membership.

SECTION 3. General Powers. The Board of Directors shall manage the business and affairs of SCRYE, Inc.

SECTION 4. Delegation of Authority. The Board of Directors shall delegate to an Management Committee as defined in these bylaws the authority to carry out the administrative business of SCRYE, Inc. The Board of Directors shall retain all discretionary and policymaking authority.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at least two times during each fiscal year at the times and places established from time to time by resolution of the Board of Directors.

SECTION 6. Special Meetings. A special meeting of the Board of Directors may be called by the President (as defined herein) or by written consent of 25% of the Board of Directors, or by action of the Board of Directors at a regular or special meeting.

SECTION 7. Representation at Meetings Through the Use of Technology. Members of the Board of Directors or any duly appointed committee of the Board of Directors may participate in a meeting of the Board of Directors, or committee, respectively, by means of conference telephone or other communications technology whereby all persons participating in the meeting may communicate to and be understood by the other participants. Participation in a meeting in such manner shall constitute presence in person at the meeting.

SECTION 8. Manner of Acting. The act of the majority of the directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors. The Board of Directors also may act by written consents of all the Directors then in office setting forth the action taken. The Recording Secretary, defined herein, shall file the consents with the minutes of the meeting of the Board of Directors.

SECTION 9. Quorum. One-third of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than one third is present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.

SECTION 10. Proxies. At any meeting of the Board of Directors, a Director may vote either in person or by proxy executed in writing by the member or a duly authorized attorney in fact of such Director. (For purposes of this section, a proxy granted by electronic means by a Director shall be deemed "executed in writing by the Director".) No proxy shall be voted at any meeting of the Board of Directors unless the same shall be filed with the Recording Secretary (defined herein) before the time of the commencement of the vote.

ARTICLE IV. OFFICERS.

SECTION 1. Titles and Eligibility. The Officers of SCRYE, Inc. shall be a President, a President-elect, an Executive Secretary, a Registrar and Recording Secretary, a Treasurer and a Training Officer, and all shall be elected by the Board of Directors. Only current and former Rotary district youth exchange officers may serve as President, President-elect or Executive Secretary. Any Rotarian who is a member in good standing of a member district may serve in any of the other offices.

SECTION 2. Nomination and Election. A Nominating Committee of five persons who are current or former youth exchange officers, including and chaired by the Immediate Past President, shall be appointed by the President of SCRYE, Inc. as early in his/her year of service as practical (but no later than 60 days prior to the annual winter meeting of the Board of Directors) to nominate persons for offices to become vacant at the end of the fiscal year. Members of the Nominating Committee may not be nominated by the Nominating Committee.
The Nominating Committee shall present its nominations to the President at least 30 days prior to election. At least ten days prior to the winter meeting of SCRYE, Inc., names placed in nomination by the Nominating Committee shall be communicated to the Board of Directors with the agenda of the meeting, or by special mailing, or by a means of communication by technology. Additional nominations may be taken from the floor by the President at the time of the election of officers.
Officers shall be elected by the Board of Directors at their regular winter meeting, normally held in February of each year. If the election of such officers is not held at this meeting, then such election shall be held as soon thereafter as convenient.
Elected officers shall take office on March 1 following their election and serve through the fiscal year at the end of which their term expires.

SECTION 3. Terms of Office. The terms of the President and of the President-elect shall be one year. The terms of the Executive Secretary, the Registrar and Recording Secretary, the Treasurer and the Training Officer shall each be three years. The President and the President-elect shall not serve more than two consecutive terms. An Executive Secretary and a Training Officer shall be elected in the 1997-1998 fiscal year, a Registrar and Recording Secretary in the 1998-1999 fiscal year and a Treasurer in the 1999-2000 fiscal year. The term of any officer elected for a term ending June 30, 2003, will end on February 28, 2003.

SECTION 4. Vacancies. A vacancy in any of the six offices may be filled for the unexpired portion of the term by majority vote of the remainder.

SECTION 5. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a two-thirds vote of the Directors then in office when, in their judgment, the best interests of SCRYE, Inc. would be served thereby, provided however, that such removal shall be without prejudice to contract rights, if any, of the person so removed.

ARTICLE V. AUTHORITY AND DUTIES OF OFFICERS.

SECTION 1. President. The President shall be the principal officer of SCRYE, Inc. and shall supervise all affairs of the corporation. In particular, he/she shall sign any contracts or other instruments which the Board of Directors has properly authorized to be executed. Also, when present, he/she shall preside at meetings of member representatives, of the Board of Directors and of the Management Committee. The President is an officer of the board. The President shall not have a vote by virtue of being an officer. (President has a vote if he/she is also a YEO.)

SECTION 2. President-elect. In the absence of the President or inability of the President to act, the President-elect shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions of the President. The President-elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 3. Executive Secretary. The Executive Secretary shall be custodian of the corporate records and of the seal of SCRYE, Inc., and shall cause to be prepared and delivered annual reports in compliance with the provisions of the statutes of the state of Missouri. The Executive Secretary shall serve as “Responsible Officer”, and as such, shall be familiar with the U.S. STATE DEPARTMENT Exchange Visitor Program Regulations in general, and in particular, with the current U.S. STATE DEPARTMENT Code Book and Instructions to Responsible Officers. He/she shall also be knowledgeable of the operation and standards of the Council on Standards for International Educational Travel (CSIET). He/she shall conduct the official communications relating to the Exchange Visitor Program with the U.S. STATE DEPARTMENT, the United States Department of Immigration and Naturalization Services (INS), the Department of State of the United States, CSIET and RI. He shall also cause to be prepared and delivered official reports to such agencies as well as annual reports to district governors of member districts. However, whenever possible, such reports and agreements shall be approved by the Management Committee prior to delivery.
The Executive Secretary shall be responsible for the custody of the United States Information Agency Certificate of Eligibility Forms or such other documents as may be required to obtain student visas and for the issuing of such completed documents for inbound students. He/she shall recommend to the Management Committee, “Alternate Responsible Officers”, who, after approval by the Management Committee and training by him/her, and under his/her supervision, shall also issue such documents.
The Executive Secretary shall provide to each member of the Board of Directors a list of names and addresses of board members. Also, he/she shall keep the Board of Directors advised of any changes in that membership and mailing list.
The Executive Secretary shall maintain a current roster of inbound and outbound students for all member districts, and when requested, shall assist them with placement.
The Executive Secretary shall be knowledgeable of the history, purpose, bylaws and operational conventions of SCRYE, Inc. and shall serve to remind officers as required to assure continuity, consistency of purpose and direction.

SECTION 4. Registrar and Recording Secretary. The Registrar and Recording Secretary shall see that all notices of meetings of SCRYE, Inc., of the Board of Directors and of the Management Committee are duly given in accordance with provisions of these bylaws or as required by law. In one or more books provided for that purpose, he/she shall record and preserve minutes of all such meetings. Within a reasonable time following such a meeting, not to exceed 30 days, he/she shall furnish minutes of such meeting to all members of the Board of Directors. He/she shall also furnish minutes of meetings of the Board of Directors to District Governors of Member Districts.

The Recording Secretary is an officer of the board. He/she shall not have a vote by virtue of being an officer.
The Registrar and Recording Secretary shall carry out plans of the Management Committee in making arrangements for facilities and services required for meetings and conferences of SCRYE, Inc., of the Board of Directors of SCRYE, Inc. and of the Management Committee of SCRYE, Inc. He/she shall coordinate with the Treasurer to verify the nature and costs of facilities and services contracted for such meetings and conferences. When appropriate, he/she shall distribute agendas and registration forms for meetings and conferences, both before and at appropriate times during such meetings and conferences. He/she shall keep accurate records of arrangements and registrations and shall keep the President, the Executive Secretary and the Treasurer apprised of these at appropriate times before, during and immediately following meetings and conferences.
In general, the Registrar and Recording Secretary shall perform those duties incident to both of the positions of registrar and recording secretary for meetings and conferences, and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 5. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds of SCRYE, Inc. He/she shall receive and give receipts for moneys due and payable to SCRYE, Inc. and deposit all such moneys in the name of SCRYE, Inc. in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these bylaws. In general, he/she shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 6. Training Officer. The Training Officer shall be informed on the requirements imposed by RI, the United States Government, and CSIET on member districts, district and club youth exchange officers, club RYE counselors and host families, as well as both inbound and outbound RYE students. With the assistance and approval of the Management Committee, he/she shall prepare proposals for providing such training as may be needed by the various constituencies of SCRYE, Inc., including, but not limited to, the training portion of annual meetings of SCRYE, Inc.
As required, the Training Officer shall cause to be maintained, updated, and printed the SCRYE Handbook for Rotary Youth Exchange. He/she shall be informed on this and all other training materials relevant to the RYE Program of RI and shall assist all constituencies of SCRYE, Inc. in obtaining them.

ARTICLE VI. APPOINTED ADMINISTRATORS.

SECTION 1. Positions. The President-elect shall appoint an Insurance Officer, a Tour Officer and an Information Technology (IT) Officer, each to begin his/her service at the beginning of the fiscal year following appointment. These appointments must be confirmed by the Management Committee prior to beginning service, and whenever possible, at a meeting of the Management Committee coincident with the annual winter meeting of SCRYE, Inc.

SECTION 2. Terms of Service. Appointments for Insurance Officer and Tour Officer are for one fiscal year. Appointments for IT Officer are for three fiscal years. However, re-appointments are permitted and normal, and it is expected that persons may serve in such positions for three or more terms.

ARTICLE VII. DUTIES OF APPOINTED ADMINISTRATORS.

SECTION 1. Insurance Officer. The Insurance Officer shall be informed on insurance requirements for inbound and outbound students, for member districts and for SCRYE, Inc., and shall make appropriate recommendations to all concerned.

SECTION 2. Tour Officer. The Tour Officer shall be responsible for developing and managing such tours for youth exchange students as may be approved by the Management Committee. The Tour Officer may, in his or her discretion, appoint a committee to assist him or her. Features of plans for such tours, including but not limited to matters of budget, itinerary and personnel must be approved by the Management Committee prior to implementation. Operation of the tours may be contracted to a third party. Any such contract must be in writing and approved in advance by the Management Committee.

SECTION 3. Information Technology (IT) Officer. The IT Officer shall be responsible for maintaining the web site for SCRYE, Inc. He/she shall assist the Management Committee (hereinafter defined) and the Board of Directors in disseminating information on the web site and in maintaining databases of information useful to SCRYE, Inc., its members and current, former or potential youth exchange students. He/she shall also make recommendations to the Management Committee regarding the use of information technology.

ARTICLE VIII. THE MANAGEMENT COMMITTEE.

SECTION 1. Members. The Management Committee shall include the elected officers, the immediate past president, the appointed administrators, and two members-at-large who are to be appointed by the sitting president and confirmed by a majority of the aforementioned members to serve during this president's year in office. Also, if, and only if, none of these is a district governor or a past district governor of a member district, then at least one of the members-at-large shall be a district governor or past district governor of a member district. Each member shall have one vote on any matter considered.

SECTION 2. Authority and Responsibilities. The Management Committee shall have the power and authority delegated by the Board of Directors to carry out the administrative business of SCRYE, Inc. It shall have the principal responsibility for managing the affairs of the corporation.

ARTICLE IX. COMMITTEES.

SECTION 1. Appointment. The Board of Directors may create such regular or special committees, as it deems appropriate. The members and chairpersons of such committees shall be appointed by the President with the advice and consent of the Management Committee.

SECTION 2. Other Committees. Ad hoc committees may be appointed by the President for special tasks the completion of which is considered to improve the operation of SCRYE, Inc., or the services it renders for members. Other committees may be created by the Board of Directors.

ARTICLE X. AGENDAS AND NOTICES.

SECTION 1. Meeting Agendas. The order of business for regular or special meetings of SCRYE, Inc., the Board of Directors and the Management Committee shall be established by the President in consultation with the Executive Secretary and the Management Committee, subject to change only by action of the Board of Directors.

SECTION 2. Notice of Meetings. Not fewer than ten days before any meeting of SCRYE, Inc., the Board of Directors or the Management Committee, the Registrar and Recording Secretary shall cause to be delivered to each Director or Management Committee member, as the case may be, written or printed notice of such meeting stating the place, date, and hour of the meeting. Such notices are to be issue either at the direction of the President or of the board members calling the meeting. All such notices shall include either a written agenda for such meeting or a statement that the written agenda will be published on the SCRYE, Inc. World Wide Web site not later than ten days prior to the noticed meeting, in which case the agenda shall be so published by such time. Any notice of meetings sent by mail shall be deemed delivered when deposited in the United States mail with postage thereon prepaid and addressed to the board member or Management Committee member at his/her address as it appears on the records of the Recording Secretary. Any notice of meetings sent by email shall be deemed delivered upon electronic confirmation of receipt. Any notice of meetings sent by facsimile shall be deemed delivered upon facsimile machine confirmation of transmission to the recipient.

SECTION 3. Waiver of Notice of Meetings. Any member of the Board of Directors or Management Committee may waive notice of any meeting. Attendance at a meeting shall constitute a waiver of notice for such meeting, except when a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE XI. FISCAL AND LEGAL REQUIREMENTS.

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE XII. REVISION OR REPLACEMENT OF BYLAWS.

SECTION 1. Repeal or Amendment of Bylaws. These bylaws may be altered, amended, or repealed, and new bylaws adopted, by approval of the Board of Directors.

SECTION 2. Certification of Bylaws Revision. These bylaws shall be replaced by revised or new bylaws when the secretary has identified such replacement and certified that the Board of Directors has approved it.

CERTIFICATION OF APPROVAL AND ADOPTION


I hereby certify that the above and foregoing bylaws were approved and adopted by the Board of Directors of South Central Rotary Youth Exchange, Inc. on the _____ day of ___________, 2003.

Dated this ________day of ___________, 20____.



__________________________________________
Registrar and Recording Secretary,
South Central Rotary Youth Exchange, Inc.
 

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