Bylaws

BY-LAWS OF THE ROTARY CLUB

0F

DECATUR, GEORGIA

December 2009

Article I

Definitions

1. Board: The Board of Directors of this Club.

2. Director: A member of this Club's Board of Directors.

3. Member: A member, other than an Honorary Member, of this Club.

4. RI: Rotary International.

5. Year: The twelve-month period that begins on 1 July.

ARTICLE II

BOARD OF DIRECTORS

Section 1:  The governing body of this Club shall be a Board of thirteen (13) Directors consisting of

          -  The Current President of the Club;

          -  The President-Elect;

          -  The Immediate Past-President of the Club; and 

              Eight (8) Directors.  Four (4) elected each Year for a two-Year term.

            _ The Secretary and Treasurer.

Section 2:  (a)  The current President-Elect shall appoint a Secretary by the 15^th of December so that his or her name may be submitted to Rotary International for Directory purposes.

                   (b)  The current President-Elect shall appoint a Treasurer and a Sergeant-At-Arms by the first meeting in March of the Year during which such person is the President-Elect.

ARTICLE III

ELECTION OF DIRECTORS AND PRESIDENT-ELECT

Section 1:  At the beginning of each Year, the President-Elect during the preceding Year shall assume the office of President of the Club and chair of the Board.

Section 2:  At the second regular meeting of the Club in November of each Year a nominating committee, consisting of the Past Presidents from the previous three Years and two additional Members of the Club named by the President, shall be announced and charged with the duty of presenting nominations to the Club for the next President-Elect and four other Members of the Club to serve on the Board of Directors for the ensuing two Years.  One of such Members shall have been a Member of the Club for ten years or more and one shall have been a Member for less than five years.

At this meeting nominating ballots shall be provided for each Member present who shall have an opportunity to indicate thereon his or her choice for President-Elect of the Club and for the four Directors who are to be elected, which nominating ballots shall be delivered to the nominating committee.

Section 3:  The nominating committee shall meet and elect a chair and shall consider first the names for President-Elect.  It shall give consideration to the wishes of the Club as expressed in the nominating ballots, but it shall not be restricted in its nominations to the persons who receive the largest number of nominating votes.

After the nominations committee shall have agreed upon its nomination for President-Elect, it shall then consider and determine upon nominations for the four directorships in accordance with the requirements for such directorships set forth in Section 2.  The committee shall give consideration to the wishes of the Club as expressed in the nominating ballots, but it shall not be restricted in its nominations to the persons who receive the largest number of nominating votes.

Section 4:  At the regular meeting for the election of officers on the second Friday in December, the nominating committee shall make its report, and other nominations for President-Elect and Directors shall be made by any Member of the Club viva voce.  Ballots shall be prepared containing the names of the persons presented by the nominating committee and other nominations from the floor.  The person receiving the highest number of votes for the office of President-Elect and the person receiving the highest number of votes for each group of Directors (more than 10 years in Club and less than 5 years in the Club), along with the persons receiving the two overall or next highest number of votes, as the case may be, shall be declared elected.

Section 5:  A vacancy in the Board of Directors shall be filled by action of the remaining Directors as soon as practicable.

Section 6:  A Director is eligible for election to an office in the Club.  In such event, his or her seat as a Director shall be declared vacant and the vacancy shall then be filled as prescribed in these By-Laws.

Section 7:  If the President resigns, dies, or becomes unable to serve for any other reason as determined by a majority vote of all the members of the Board, the President-Elect will assume the presidency of the Club.  A nominating committee composed of the Past Presidents from the previous three Years and two Club Members chosen by the President will meet and nominate a President-Elect who will be presented to the Club in accordance with Section 4 above and no later than 5 regular meetings after the new President assumes office.

ARTICLE IV

DUTIES OF OFFICERS

Section 1:  PRESIDENT.  It shall be the duty of the President to preside at meetings of the Club and Board and to perform such other duties as ordinarily pertain to his or her office.

Section 2:   PRESIDENT-ELECT.  It shall be the duty of the President-Elect to preside at meetings of the Club and Board in the absence of the President and to perform such other duties as ordinarily pertain to his or her office.  In particular, the President-Elect shall present a recommendation to the Board regarding the committees of the Club that are to be created for the Year during which the President-Elect is to serve as the President of the Club and their members, goals, and activities, such presentation to occur prior to the commencement of that Year.

Section 3:  SECRETARY. It shall be the duty of the Secretary to keep membership records; record attendance at meetings; send out notices of Club, Board and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each Year, and prorated reports on 1 October and 1 April of each Active Member who has been elected to membership in the Club since the start of the July or January semiannual reporting period, report changes in membership; provide the monthly attendance report, which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of Secretary.

Section 4:  TREASURER. It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Club annually and at any other time upon demand by the Board or the President, and to perform other duties as pertains to the office of Treasurer. 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.

Section 5:  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.

ARTICLE V

MEETINGS

Section 1:  ANNUAL MEETING.  An annual meeting of the Members of this Club shall be held on the second Friday in December in each Year, at which time the election of a President-Elect and Directors to serve for the ensuing Year shall take place.

Section 2:  The regular weekly meetings of this Club shall be held on a date and at a time and place to be determined by the Board from time to time.  Such meetings may be canceled by the Board from time to time for good cause.  Due notice of any changes in the date, time, or place or canceling of the regular meeting shall be given to all Members of the Club.  All Members in good standing in this Club on the day of the regular meeting, except an Honorary Member or a Member whose attendance has been excused pursuant to the appropriate articles and sections of the Club Constitution, must be counted as present or absent. To be counted as present, a Member must remain at the meeting for at least sixty (60) percent of the time devoted to the meeting, either at this Club or at any other Rotary club, or as otherwise provided in the Club Constitution, and the appropriate articles and sections therein. 

Section 3:  One-third of the Members entitled to vote at a meeting shall constitute a quorum at all meetings of the Club.

Section 4:  A regular meeting of the Board shall be held each month on a date and at a time and place to be determined by the Board from time to time.  Such meetings may be canceled by the Board from time to time for good cause.  Special meetings of the Board may be called by the President, whenever deemed necessary, or upon the request of two Directors of the Board.  Notice of such special meetings shall be given in accordance with the applicable provisions of the Georgia Nonprofit Corporation Code.

Section 5:  A majority of the Directors then in office shall constitute a quorum of the Board for all purposes.

Section 6:  When a quorum is present at any meeting, the vote of a majority of the Members or Directors present, in person or represented by proxy, shall decide any question brought before such meeting unless the question is one upon which, by express provision of the applicable law, the Club Constitution, or these Bylaws, a different vote is required, in which case each such express provision shall govern and control the decision of such question.  At each meeting of the Members or Directors, every Member or Director having the right to vote shall be entitled to cast one vote in person or by written proxy given to another Member or Director, as the case may be.

Section 7:  Any action required or permitted to be taken at a meeting of Members or Directors may be taken without a meeting if the action is consented to by a majority of all the Members or Directors entitled to vote on the action, except where a larger number of affirmative votes is otherwise required by the applicable law, the Club Constitution, or these Bylaws.  The consent of the Members or Directors to such action must be evidenced by one or more written consents bearing the date of signature, which may be original or electronic in nature, describing the action taken, and delivered to the Secretary for inclusion in the minutes or filing with the Club records. 

Section 8:  Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of a conference telephone call or any other means of communication by which all persons participating may simultaneously hear each other during the meeting.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE VI

FEES AND DUES

Section 1:  The admission fee shall be set by the Board and is to be paid before the applicant can qualify as a Member.

Section 2:  The membership dues shall be set by the Board and be payable quarterly.  Honorary Members shall not be required to pay dues.  The dues of Members who satisfy the requirements of the Club Constitution to be excused from attendance at the Club’s regular meetings shall be set by the Board at a rate lower than for other Members and shall be payable in such manner as the Board may determine from time to time.  Meals for Members who are not required to pay dues and for Members who pay a reduced level of dues shall be billed to such Members in an amount set by the Board for every Club meeting attended by such Members.

Section 3:   Increases or decreases in dues may be made by a vote of the Board.

Section 4:  Any Member who fails to fully pay the dues and any charges for meals owed by such Member within one hundred eighty (180) days of invoice date shall be informed of such failure in writing by the Treasurer.  Such notice shall inform such Member that the failure to pay the amount owed the Club in full within thirty (30) days after the mailing date of the notice shall result in the automatic termination of such Member’s status as a member of the Club.  Within seven (7) days after the expiration of this thirty (30) day period without payment in full of the amount owed being made, the Treasurer shall inform the Secretary of such fact, whereupon the Secretary shall send written notice to such Member that his or her membership in the Club has been terminated, which notice shall inform such Member of his or her right to appeal this decision in accordance with Section 6 of Article 12 of the Club Constitution.

ARTICLE VII

METHOD OF VOTING

The business of this Club shall be transacted by voice vote, except for the election of officers and Directors which shall be by ballot, unless there are no additional nominees for President-Elect or Directors. The Board may determine that a specific resolution be considered by ballot rather than by voice vote.

ARTICLE VIII

Four Avenues of Service

The four Avenues of Service are the philosophical and practical framework for the work of this Rotary Club. They are Club Service, Vocational Service, Community Service, and International Service. This Club will be active in each of the four Avenues of Service.

ARTICLE IX

COMMITTEES

Club committees are charged with carrying out the annual and long-range goals of the Club based on the four Avenues of Service. The President-Elect, President and Immediate Past President shall work together to ensure continuity of leadership and succession planning.

Section 1:    (a)  The President may, subject to the approval of the Board, create committees and appoint members thereof for the purpose of pursuing activities to fulfill the goals of this Club.  The President shall refer to appropriate RI materials when determining the goals and activities of any such committees. 

(b) The President shall be an ex officio member of all committees, and, as such, shall have all the privileges of membership thereon.

(c) Each committee shall transact such business as is delegated to it by the President and such additional business as may be referred to it by the Board.  Except where special authority is given by the Board, a committee can not take action that is binding on the Club without the prior approval of the Board. 

ARTICLE X

LEAVE OF ABSENCE

Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted excusing a Member from attending the meetings of the Club for a specified length of time.

ARTICLE XI

FINANCES

Section 1:  At the beginning of each Year the Board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the Year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board.

Section 2:  The Treasurer shall deposit all funds of the Club in a financial institution to be named by the Board.

Section 3:  All bills shall be paid only by checks signed by the Treasurer upon vouchers signed by any officer or member of the Board. 

Section 4:  A thorough review by a qualified person shall be made at least once each Year of all the Club’s financial transactions.  In addition, the Board may require that such a review or an audit be made of all or any part of the Club’s financial transactions at any time for any reason.

Section 5:  Officers having charge or control of funds shall give bond as may be required by the Board for the safe custody of the funds of the Club, cost of bond to be borne by the Club.

Section 6 The fiscal year of this Club shall extend from July 1st to June 30^th.  This time period shall be divided into four quarterly periods for the collection of Members’ dues. 

ARTICLE XII

METHOD OF ELECTING MEMBERS

Section 1: ACTIVE MEMBERS

(a)  The name of a prospective member, proposed by an Active Member of the Club or by the membership development committee, shall be submitted to the Board in writing, through the Secretary.  The prospective member’s name shall be kept confidential except as otherwise provided in this procedure.

(b)  Acting on behalf of the Board, the Secretary shall request the classifications committee to consider and report on the eligibility of the prospective member from the standpoint of classification, and shall request the membership committee to investigate and report on the eligibility of the prospective member from the standpoint of character, business standing, and general eligibility.

(c) The Secretary shall send the new member proposal, along with the reports from the classification and membership committees, to the Board, who shall consider and approve or disapprove the recommendations of the classifications and membership committee.

(d)  If the decision of the Board is favorable, the prospective member’s name and classification shall be circulated to the Club membership by the Secretary in order to allow for the making of objections to the admittance to the Club of such prospective member. 

(e)  If no written objection to the prospective member’s admittance to the Club, stating reasons, is received by the Board from any Member of the Club within 7 days following circulation of the name of the prospective member, the proposer, together with one or more members of the Rotary information committee, shall inform the prospective member of his or her opportunity to become a Member of the Club, the purposes of Rotary, and of the privileges and responsibilities of membership in the Club.  The prospective member shall be given a time period to be determined by the Board within which to decide whether he or she wants to become a Member of the Club.  If the prospective member decides to become a Member of the Club within the time period specified by the Board, he or she shall be requested to complete and submit an application for membership.  The prospective member, upon payment of his or her admission fee, shall be considered to be elected to membership in the Club.

If any objection has been filed with the Board, it shall consider the same at any regular or special meeting of the Board and shall ballot on the prospective member.  If no more than two (2) negative votes are cast by the members of the Board in attendance at such regular or special meeting, the above process shall be followed with respect to such prospective member and upon payment of the prescribed admission fee, he or she shall be considered to be elected to membership in the Club.  If more than two (2) negative votes are cast by the members of the Board in attendance at such regular or special meeting, the prospective member shall not be admitted to membership in this Club.

(f)  Following the prospective member’s election to membership in the Club as provided above, the Secretary shall issue a membership card to that person and the Secretary shall report his or her name to the general Secretary of Rotary International.

(g) The new Member shall be formally introduced as a new Member at a regular meeting of the Club.

Section 2:  HONORARY MEMBERS.

The name of a proposed candidate for Honorary membership in the Club shall be submitted to the Board in writing and the election shall be in the same form and manner as prescribed for the election of an Active Member provided, however, that such proposal may be considered at any regular or special meeting of the Board and that the Board may at its discretion waive any of the steps as set forth in Section 1 of this Article and proceed to ballot on the proposed Honorary member.  If no more than two (2) negative votes are cast by the Directors in attendance at the regular or special meeting, the proposed Honorary member shall be considered duly elected.  If more than two (2) negative votes are cast by the members of the Board in attendance at such regular or special meeting, the proposed Honorary member shall not be admitted to membership in this Club.

Section 3:  RE-ELECTION OF FORMER ACTIVE MEMBER.

(a)  The application of a former Active Member of this Club who was elected as such Member and whose membership was terminated in good standing shall be considered promptly by the Board and in advance of any other application or proposal under the same classification or another classification.

(b)  At its discretion, the Board may refer any application of a former Active Member to the classifications and membership committees and the Board may provide for a 10-day period during which any Member objecting to the election of any proposed member shall notify the Board in writing, stating reasons for his or her objection.  At any regular or special meeting, the Board shall proceed to ballot on any application taking into account, where applicable, reports from the classifications and membership committees and any objections filed.  If no more than two (2) negative votes are cast by the Directors in attendance at the regular or special meeting, the former Active Member or Members shall be considered duly elected to membership and shall be so notified by the Secretary.  In the event more than two (2) negative votes are cast by the Directors in attendance at the regular or special meeting, the applicant shall be notified by the Secretary that his or her application has been rejected.

ARTICLE XIII

MEMBER RESOLUTIONS

Section1:  The Club shall not consider any resolution or motion made by a Member to commit the Club on any matter until the Board has considered it.  Such resolutions or motions, if offered and seconded at a Club meeting, shall be referred to the Board without discussion. 

Section 2:  The Board shall consider any such resolution or motion no later than its second regularly scheduled meeting after the referral to it of such resolution or motion.  The Board shall then inform the Club at its next regular meeting whether the Board recommends a vote for or against such resolution or motion or has no recommendation.  At its next regular meeting after the Club is informed of the Board’s position regarding such resolution or motion, the Club shall vote on such resolution or motion. 

ARTICLE XIV

AMENDMENTS

These Bylaws may be amended at any regular or special meeting of the Members or Board, a quorum being present, by a two-thirds vote of all persons present, provided that notice of such proposed amendment and the date and time of the meeting at which it will be considered shall have been sent to each Member or Board member at least ten (10) days before such meeting.  No amendment to these Bylaws can be made which is not in harmony with the Club Constitution and with the constitution and bylaws of Rotary International. 

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 this club.

The Board of Directors of this Club.

The Board of Directors of this club.

The parliamentary procedure for the conduct of all district 6900 committee meetings that are defined in the District 6900 Resolution’s document shall be the Robert’s Rules of Order.

The name of this corporation shall be “Rotary District 6900 Charitable Fund, Inc.”

The Buckhead Rotary Foundation, Inc.

The Board of Directors of the Club.

A member of this club’s Board of Directors.

A member of this Club's Board of Directors.

A member of this club’s Board of Directors.

The role of the Vice Governor is to replace the District Governor in the event of the temporary or permanent inability of the latter to serve. The immediate Past District Governor shall serve as Vice Governor; provided, however, if said person is unable or unwilling to so serve in this position, he/she shall notify the Nominating Committee no later than December 1st of his/her year as District Governor. In such event, the Nominating Committee shall select a Vice Governor from the four immediate Past District Governors, which selection shall be approved at the District Conference.

The corporation shall maintain a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code.

The Board of Trustees of the Buckhead Rotary Foundation, Inc.

A Member of the Club’s Board of Directors

A member, other than an honorary member, of this Club.

A member, other than an honorary member, of this club.

District 6900 will make the selection of our representative by Nominating Committee Procedure as per the (see latest RI MOP) RI Bylaws Article 8 Section 8.050.1.

The representative and the alternate representative should be selected by a nominating procedure. The nominating committee procedure, including any challenges and a resulting election, shall be conducted and completed in the year two years preceding the council. The nominating committee procedure shall be based on the nominating committee procedure for district governors set forth in section 13.020 to the extent it is not in conflict with this section. A candidate for representative shall not be eligible to serve on the committee.

See 8.020. Qualifications of Voting Members of the Council

The principal office of the corporation shall be located in Georgia and shall be in the county in which Rotary District 6900 has its principal offices.

Leader of Committee or service activity

A member of the Foundation’s Board of Trustees.

A Member, other than an honorary Member, of the Club.

A member, other than honorary member, of this club.

A person age 18 years of age or older

Rotary International.

A Trustee appointed by the President to oversee Development activities.

Rotary International

Rotary International

Rotary International.

The twelve-month period that begins on 1 July.

The Rotary Club of Buckhead (Atlanta).

The twelve-month period that begins on 1 July.