The Rotary Club of Buckhead, a Georgia not-for-profit corporation that shall be operated as a non-profit corporation under the provisions of the Georgia Non-profit Corporation Code.
The Board of Directors of the Club.
A Member of the Club’s Board of Directors
A Member, other than an honorary Member, of the Club.
The twelve-month period that begins on 1 July.
The governing body of the Club shall be the Board, consisting of seventeen Members of the Club. These seventeen Members are the president, immediate past president, president-elect, secretary, treasurer, archivist, the current president of the Buckhead Rotary Foundation and the sergeant-at-arms, and nine other Members elected to the Board in accordance with the Election article of these bylaws.
Any contract or agreement that binds the Club, whether written or oral or required in carrying out a Rotary project must be approved and signed by either the President or the Treasurer. Contracts that bind the Buckhead Rotary Foundation, Inc. must be signed by that organization's President or Treasurer.
|72||Governance||Internal Control Requirements|
The most current System of Internal Control adopted by the Club is hereby made a part of these By Laws as completely as if they were reproduced here in their entirety.
No resolution or motion to commit this Club on any matter shall be considered at a regular club meeting. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board of Directors without discussion.
|9||Election of Directors and Officers||Annual Elections|
At the annual meeting of the Club, as described in the Meetings Article, the presiding officer shall present the candidates proposed by the nominating committee for all open officer and open Board member positions. Additional nominations for open officer or open Director positions may be made by Members from the floor. Upon the closing of nominations, a voice vote will be conducted and the candidate receiving the majority of the votes for each open officer and Board position shall be declared elected. If no candidate receives a majority of the votes, voting will continue among the top two vote getters until all positions have been filled. Officers and Board members shall take office at the beginning of the Club year following their election.
|10||Election of Directors and Officers||Nominating Committee|
The nominating committee shall consist of all active past presidents of the Club as well as the current president of the Club. The immediate past president is the nominating committee chair.
|11||Election of Directors and Officers||Preliminary Nominating Meeting|
The president shall call for a preliminary meeting of the nominating committee to be held after the first regular Club meeting in October for the purpose of considering potential officer and Board candidates. Club Members may suggest candidates or provide other input to the nominating committee. The nominating committee chair, with the assistance of the president-elect and any input from the Members, will prepare for the October meeting a list of not fewer than three potential candidates for treasurer and ten potential candidates for Director. This list will be submitted in writing and presented in order of number of years of experience in Rotary. The list will include a paragraph as to why each candidate is a good choice for the position recommended. Desired criteria for this list include seniority, 80% attendance, active Club participation, and the potential to serve as president. Only candidates presented in writing, at the nominating committee meeting will be considered by the nominating committee. This list, plus any new nominations identified at that meeting, becomes the slate of candidates to be voted on at the November nominating committee meeting.
|12||Election of Directors and Officers||Final Nominating Meeting|
The chair of the nominating committee will call for a meeting in November, approximately one month after the preliminary meeting. Committee Members may vote by written proxy and present written opinions for the committee’s consideration. No new candidates can be nominated at the November meeting. At this November meeting, a vote for the primary treasurer nominee will be held. Additional votes will be held on the remaining treasurer nominees to provide backup nominees. Likewise, Directors will be elected as primary nominees for all open positions and additional votes will be held for backup nominees. Upon nomination and before the annual meeting of the Club, the chair will approach the nominees in the order prioritized, ask them to serve and announce confidentially the results to the nominating committee.
|13||Election of Directors and Officers||Nominee Ladder|
The nominees for president and president elect, except in the case of malfeasance, resignation or other good cause determined by the Nominating Committee, shall be the current president elect, and the current treasurer, respectively. No Member shall be elected treasurer who has not served on the Board for at least one year as of the date of the election.
|14||Election of Directors and Officers||Eligibility|
Each year, three Directors shall be nominated for single three year terms. To be eligible for election as a Director, candidates must have been a Member of the Club for at least two years at the time they are elected. After serving a complete term, Directors may not be re-elected as non-officer Directors unless they have been off the Board for at least five years. Former Directors may be elected as Officers.
|15||Election of Directors and Officers||Terms of Office|
Officers shall serve for one year. Non-officer Directors shall serve for a single three year term. A Director elected to fill a partial term of fewer than 25 months shall be eligible for election to a full, regular three year term at the end of the partial term.
|16||Election of Directors and Officers||Mid-term Vacancies|
A vacancy among the officers, officers-elect, Directors or Directors-elect shall be filled for the remainder of the open term by action of the remaining members of the Board.
|17||Election of Directors and Officers||Removal|
Removal of an officer or Director is a serious matter that should be reserved for cases of malfeasance, extreme dereliction of duty and the like. However, any officer or Director may be removed from office and/or Board membership by a two-thirds vote of the remaining Board, provided that notice of intent to consider such a matter shall have been communicated to the entire Board at least ten days before the matter is brought up for consideration.
|18||Duties of Officers||President|
It shall be the duty of the president to preside at meetings of the Club and the Board and to perform other duties as ordinarily pertain to the office of president or as may be prescribed by the Board.
|19||Duties of Officers||Immediate Past President|
It shall be the duty of the immediate past president to serve as a Director and to perform such other duties as may be prescribed by the president or the Board. The past president shall be responsible for chairing the nominating committee and obtaining the assent of nominees to serve.
|20||Duties of Officers||President-Elect|
It shall be the duty of the president-elect to serve as a Director and to perform such other duties as may be prescribed by the president or the Board. The president-elect shall chair the long range planning committee and be responsible for preparing the annual plan and budget for his or her Club year. In addition, the president elect will preside over regular Club and Board meetings in the absence of the president.
|21||Duties of Officers||Secretary|
Annually the President shall appoint a member of the Board as Secretary. It shall be the duty of the secretary to record, distribute,and preserve the minutes of all Board meetings; and to maintain these bylaws; and to perform such other duties as may be prescribed by the President or the Board. Amendments to the bylaws will be recorded on a separate page or pages in both the minutes of the meeting at which they were approved and in the bylaws themselves until they are incorporated into the published bylaws.
|22||Duties of Officers||Treasurer|
It shall be the duty of the treasurer to maintain custody of all funds, accounting for them to the Club annually and at any other time upon request by the Board, and to perform other duties as pertains to the office of treasurer or as may be prescribed by the President or the Board. The treasurer will be responsible for all regulatory filings required of the Club for that Club year, including forwarding appropriate records to the Club’s tax preparer, signing and filing the Club’s tax returns and any reports required to be submitted to the Georgia Secretary of State. Upon retirement from office, the treasurer shall turn over to the incoming treasurer, or to the president, all funds, books of accounts, or any other Club property in his possession or control.
|23||Duties of Officers||Sergeant-at-Arms|
The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the Board.
|24||Duties of Officers||Archivist|
It shall be the duty of the Archivist to determine and maintain a calendar of the regulatory filings required of the Club, including but not limited to the annual State and Federal tax returns, and the annual corporate registration. In the absence of other arrangements, the Archivist will serve as the Registered Agent of the Club. The Archivist is not responsible for performing any of the regulatory requirements, only to notify and follow up with the appropriate Club officer. The Archivist shall also develop the retention schedule for all Club documents and maintain all files. All archived documents shall be marked with a “permanent” or a “destroy” date, based on the Retention schedule.
|73||Duties of Officers||Bookkeeper|
The Board may retain a bookkeeper to maintain the club's books of account, and other assigned duties, all in conformance with Article 2, Section 3 of these By Laws. The Bookkeeper's duties include assuring that any required checks are promptly requested from the Treasurer who will prepare, sign, and mail them; keeping the membership and attendance records and respond to members questions; sending out notices of Club and Board meetings; reporting as required to Rotary International, including the semi annual reports of membership and January 1 and July 1 of each year, including the calculation of per capita dues for all members and prorata dues for Active members who have been elected to membership in the club since the start of the July or January semiannual reporting period; reporting changes in membership; provide the monthly attendance report which must be made to the District Governor within 15 days of the last meeting of the month; and posting all required information to the web site. The bookkeeper will also manage subscriptions to the Rotary International official magazine; and perform other non-fiscal, clerical functions as may be assigned by the Board from time to time.
|25||Duties of Officers||Other Officers|
The Board in its discretion may elect from time to time such additional officers as it may deem appropriate or advisors with such duties as the Board shall prescribe. Any such additional officer positions created may at any time be terminated by the Board.
|26||Meetings||Annual Meeting of the Club|
An annual meeting of this Club shall be held at the first regular meeting in December, or at such other meeting of the Club as the Board may elect, at which time the election of officers and Directors to serve for the ensuing Club year shall take place.
The regular weekly meetings of the Club shall be held on Monday at 12:15 PM, the meeting place to be arranged by the Board of Directors. Due notice of any changes in or canceling of the regular meeting shall be given to all Members of the Club. All Members excepting honorary Members (and Members excused pursuant to the Leave of Absence Article of these bylaws) in good standing in this Club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the Member’s being present for at least sixty percent of the time devoted to the regular meeting, either at this Club or at any other Rotary Club, or as otherwise provided in the standard Rotary Club constitution, article 9, sections 1 and 2.
|28||Meetings||Regular Meeting Quorum|
One-third of the Membership shall constitute a quorum at the annual and regular meetings of this Club. If one-third of Members shall not be present or represented at any meeting of the Members, the Members entitled to vote there at, present in person, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of Members shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally called. The Members at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members.
Regular meetings of the Board shall be held on the third Monday of each month or on such other date as the President may select. Special meetings of the Board may be called by the president, whenever deemed necessary, or upon the request of two Directors. Notice of all Board Meetings shall be communicated to each Director at least ten days before such meeting.
|30||Meetings||Board Meeting Quorum|
A majority of the Directors shall constitute a quorum of the Board. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting. Participation in such a meeting shall constitute presence in person at the meeting. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at a meeting which was adjourned.
|31||Meetings||Actions In Lieu of Meeting|
The Board may make decisions or take action via email or other written assent of not less than the minimum number of Directors that would be necessary to authorize or take such action at a meeting. In such cases a majority of the Board must assent and the decision or action must be recorded in the minutes of the next Board meeting.
|32||Fees, Dues and Contributions||Amounts|
Initiation fees, Membership dues, mandatory contributions to the charitable funds, Member and visitor’s meal costs and other charges to the Members shall be as determined from time to time by the Board and documented in the "Fiscal Policies" Article 7. All Members other than honorary Members shall timely pay all applicable dues and assessments. A member who is exempt from paying an initiation fee per the provisions of Article 7, below (other than a former or transferring Rotarian) will be charged only for meals, an amount equal to the per capita RI and District dues, and the mandatory charitable contributions for a maximum period of three years, or until age thirty-five, whichever first occurs, after which time said member shall pay full dues and assessments. For new Members, the dues for the current quarter shall be prorated on a monthly basis beginning with the first day of the month following induction.
|33||Fees, Dues and Contributions||Annual Increase|
Each year, absent action from the Board, the quarterly dues and meal amount will be increased by 3% and rounded to the nearest even dollar amount.
The mandatory quarterly billing of the Rotary Club of Buckhead (Atlanta) includes Membership dues of $160, meal expenses of $185, and the mandatory charitable contributions of $100 to the Club’s charities and $25 to the Rotary International Foundation. The Fire and Police officers listed in Article 13 shall not be charged for any of these items.The individual Member is personally responsible for the prompt payment of the billing. New Members of the Club who are new to Rotary pay an initiation fee of $750 before their induction. New Members are invited to attend the Annual District Conference during their first year at Club expense up to a maximum of $750. Notwithstanding the foregoing, a New Member of the Club who is
is not required to pay an initiation fee, and is not entitled to any District Conference expense reimbursement. As provided in the "Fees, Dues and Contributions" Article 6, all of the aforesaid amounts may be revised from time to time by the Board.
|35||Fiscal Policies||Meal Charges|
In addition to his/her RI dues, each Member, except honorary Members, shall pay for meals on a quarterly basis in advance, unless excused from quarterly payment by the Board of Directors. A Member older than 65 whose age plus Rotary service years totals 85 or more may petition the Board for an exemption. Except for the currently serving Fire and Police officers listed in 4 and 5 of Section 1 who pay nothing for meals, any Member excused from quarterly payment for meals shall pay for any meal eaten at the rate then applicable. Members who qualify for the attendance exemption, but do not so elect, may nevertheless elect to eliminate the automatic meal billing and pay for meals if purchased. The guest fee is $25 for non-members and $25 for members who are meals exempt.
|36||Fiscal Policies||Quarterly Billing|
Members will be billed quarterly for dues, meals and mandatory and voluntary contributions. Payments are due on January 1, April 1, July 1, and October 1. The Treasurer will prepare and mail bills about mid-month of the month prior to the due date.
|37||Fiscal Policies||Late Charges|
A late charge of 10% of the dues, meals and mandatory contribution amounts billed will be assessed against all accounts not paid within 30 days of the due date.
|38||Fiscal Policies||Receivables Policy; Termination|
The Treasurer will remind Members by phone, mail, or email of unpaid accounts 30 days past due, and of the late charges being assessed. At 45 days past due, Members will be contacted by phone or in person by the Immediate Past President. They will be notified that their Membership will be terminated if their balance remains unpaid 60 days after the due date. The president or treasurer can request the Board’s approval for exceptions and accommodations, which shall not be greater than 90 days after the due date.
|39||Fiscal Policies||Re-establishing Membership|
A former Member who resigned in good standing may apply for membership through the normal process, and is subject to classification requirements. If a former Member rejoins within two years of his resignation, no new initiation fee, indoctrination, or induction will be required.
|40||Fiscal Policies||Expense Reimbursement|
The Treasurer shall write checks or otherwise disburse Club funds to pay for approved budget items upon either the written request of a Member or upon the submission of a receipt for an expense.
|41||Duties of Club Committees||President ex officio|
The president shall be ex officio a Member of all club committees and, as such, shall have all the privileges of Membership thereon.
|42||Duties of Club Committees||Limits of Committee Delegation|
Each club committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been submitted to and approved by the Board.
|43||Duties of Club Committees||Committee Chair Responsibility|
Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the club committee, and shall report to the Board on all committee activities.
This committee should develop and implement a comprehensive plan for the recruitment and retention of Members.
This committee should develop and implement plans to provide the Membership and the public with information about Rotary and to promote the Club and its service projects and activities.
|46||Club Committees||Member Development|
This committee should develop and implement plans to boost Member engagement and involvement with the Club.
This committee should conduct activities associated with the effective operation of the Club.