Bylaws

The twelve-month period that begins on 1 July.

The twelve-month period that begins on 1 July.

The twelve-month period (fiscal year) that begins on 1 July.

Persons who have distinguished themselves by meritorious service in the furtherance of Rotary ideals and those persons considered friends of Rotary for their permanent support of RotaryÕs cause may be elected to honorary membership in this Club.

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.

At a regular meeting two weeks prior to the meeting for the election of officers the presiding officers shall ask for nominations by members of the club for president, secretary and treasurer. The nominations may be presented by a nominating committee or by members from the floor. The nominating committee shall consist of the president, the president-elect, and the most recent past president still active in the club, and a member nominated and elected by a majority vote of the membership. The nominations duly made shall be place on a ballot in alphabetical order under each office and shall be voted for at a regular meeting no later than December 31. The candidates for president, secretary and treasurer receiving a majority of the votes will be declared elected to their respective offices. The candidate for president elected in such balloting shall be the president-nominee. The president-nominee shall take the title of president-elect on the first day of July next following the election, and shall serve as an officer during that year. On July 1 immediately following that year, the president-elect shall assume office as president. The secretary and treasurer so chosen shall assume office on the first day of July following their election.

The Resolutions Committee shall be responsible for compiling, circulating, and presenting all resolutions to be presented at district meetings, and in conjunction with the district administrator, for maintaining a record of all enacted resolutions in a permanent file in the district office. This committee shall consist of a District Parliamentarian chosen and appointed for an indefinite term by the District Governor, plus the Immediate Past District Governor and the District Governor Elect.

The corporation shall be organized and operated as a nonprofit corporation under the applicable provisions of the Georgia Nonprofit Corporation Code.

While serving as president-elect, he/she shall appoint directors to carry out the club’s annual goals during their upcoming year of service. Upon taking office, the appointed directors, together with the president, president-elect, secretary, treasurer, and immediate past president shall constitute the board of directors. At its first meeting, the board of directors may elect some member of the club to act as sergeant-at-arms who also becomes a member of the board.

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.

A District Planning and Advisory Committee shall exist to assist the District Governor and future district leadership to more effectively plan and consistently lead the district. The committee will meet as a minimum, semiannually. The governor will determine the date, time and location of the meeting. The following will be compiled reviewed, evaluated, documented, maintained and published by the committee:

• Resolutions
• Customs and Traditions
• District Strategic Planning Findings
• Reports and Recommendation from other District committees

The committee will consist of the following eleven members with the District Secretary and District Administrator as ex-officio non-voting members. No appointed member of the committee shall serve more than two consecutive terms:

• The Chair shall be the District Governor
• The Vice Chair shall be the District Governor Elect
• The most immediate service Past District Governor active in a District 6900 Rotary Club
• The next most immediate service Past District Governor active in a District 6900 Rotary Club
• The District Governor Nominee
• The District Rotary Foundation Chair
• The District Treasurer
• The District Conference Chair
• The District Membership Director
• The District Public Image Director
• One PDG active in a D6900 Rotary Club appointed by the District Governor.

The corporation is a charitable fund the purposes of which, as set forth in the articles of incorporation, are exclusively charitable within the meaning of section 501(c)(3) of the Internal Revenue Code. The corporation was organized, and at all times shall be operated, to serve the interests of Rotary District 6900, to benefit and promote the well-being of the people of the world, and to acquire, receive, and accept property to be administered exclusively for charitable purposes, primarily in, or for the benefit of the world. In furtherance of such purposes, the corporation shall have full power and authority:

To acquire or receive from any individual, firm, association, corporation, trust, foundation, or any government or governmental subdivision, unit or agency, by deed, gift, purchase, bequest, devise, appointment, or otherwise, cash, securities and other property, tangible or intangible, real or personal, and to hold, administer, manage, invest, reinvest, and disburse the principal and income thereof solely for the charitable purposes hereof;

To distribute property and to extend financial aid and support through grants, gifts, contributions, or other aid or assistance to qualified charitable organizations or for charitable purposes;

(a) To distribute property for such charitable purposes in accordance with the terms of gifts, bequests, or devises to the corporation not inconsistent with its purposes, as set forth in the articles of incorporation and in these bylaws, or in accordance with determinations made by the Board of Directors pursuant to the articles of incorporation and these bylaws, or in accordance with determinations made by the Board of Directors pursuant to the articles of incorporation and bylaws of the corporation;

(b) To modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified organizations, if in the sole judgment of the Board of Directors (without the necessity of the approval of any trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the world, which is served by the corporation;

(c) To engage in charitable functions and activities, not inconsistent with its purposes, as set forth in the articles of incorporation and in these bylaws, to develop and coordinate the philanthropic resources of Rotary District 6900 and other charitably inclined entities, and to promote and improve philanthropy in the communities served by the corporation by exercising philanthropic leadership and by engaging in activities aimed at civic betterment and meeting the needs of those communities; and

To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors, to carry out any of the purposes of the corporation, as set forth in the articles of incorporation and in these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of applicable provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code).

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.

A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.

A District Strategic Planning Committee shall exist for future District leadership to review, analyze and interpret current membership, service, fund-raising, public image, leadership, and other trends in order to provide continuity in the planning and administration of the needs of the District. The Committee will meet not less than semi-annually. The committee will consist of the DGND, DGN, DGE, DG and IPDG. The DGN will chair the committee and will determine/announce the date, time and location of the meetings. The Strategic Planning Committee Chair will present an update of the work of the Committee at least once a year to the District Planning and Advisory Committee.

The corporation shall be governed by its articles of incorporation and these bylaws.

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.

A vacancy in the position of any officer-elect shall be filled by action of the remaining members of the board of directors-elect.

A District 6900 Nominating Committee shall exist for the purpose of selecting a District Governor Nominee Designate to serve as District Governor in the third Rotary year following the annual convening of the Committee as determined by the current District Governor.

The Committee shall consist of all District 6900 Past District Governors who are an Active or Honorary member of a District 6900 Rotary Club and attending in person the annual convening of the Committee, the District Governor, District Governor Elect and District Governor Nominee. The DG DGE and DGN shall only vote should there be a tie vote of the Past District Governors. The District Governor shall chair the committee and the most immediate past district governor active in a D6900 Rotary Club shall be Vice-Chair.

The Committee shall be charged with the duty of seeking and proposing the best available candidate for District Governor Nominee. At least three (3) months prior to the annual convening of the Committee in November, the District Governor shall inquire of each club in the District if the club has any qualified member it wishes to propose as a nominee for District Governor. This notice will include the Duties and Responsibilities of the District Governor position. The District Governor will forward the applications of all DGND candidates to the Committee members and will schedule the Committee meeting and invite all Candidate to appear before the Committee for an interview.

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 District Governor, provided they agree to serve as District Governor, meet the qualifications and agree to the Duties and Responsibilities of the District Governor set by the Council on Legislation and have the full support and backing of their Rotary Club.

Voting shall be by a prepared secret ballot and a majority of the committee shall be required for selection of the candidate. If a Candidate is from the home or current club of a Past District Governor present at the meeting, that Past District Governor will recuse themselves from voting. Each vote of the Committee shall be tallied by the Chair and Vice-Chair jointly and the results of each ballot announced immediately to the Committee. If there are more than two (2) Candidates and no Candidate receives a majority vote on the first ballot, the name of the Candidate will the least number of votes will be removed from the second. Ballot. If a tie occurs, the tie will be broken by a vote of the DG, DGE and DGN whose three (3) votes will be collected at the same time as the second ballot votes are collected and placed in a sealed envelope The envelope would only be opened in the event of a tie on the second ballot. All ballots shall be clearly labeled and certified by the Chair and Vice-Chair and preserved in a secure District office file and destroyed after the selected candidate is formally elected at the Rotary International Convention.

The District Governor shall publish the name and the club of the District Governor Nominee Designate to the clubs of the District after the Committee adjourns stating “nothing in this proclamation shall be construed as forbidding nominations from the floor of the District Conference. A club intending to nominate a candidate from the floor at the District Conference shall, no later than 60 days before the Conference, be required to notify the District Governor in writing of the name of the Candidate and submit all documentation required as though the Candidate had been initially submitted for consideration by the Committee. If, in accordance with this paragraph, the District Governor receives no nominations from the clubs, then the District Governor Nominee Designate selected by the Committee shall be presented by Resolution as the District Governor Nominee at the District Conference.

A District Finance Committee shall safeguard the assets of the district fund by reviewing and studying the amount of per capita levy and necessary expenses of district administration meet quarterly and prepare an annual report on the status of the district’s finances, to be presented at the district assembly.

The Finance Committee shall consist of ten (10) members, the District Governor, the District Governor Elect, the District Governor Nominee, the Foundation Director, the District Conference Chair, the most immediate Past District Governor active in a D6900 Rotary Club, the District Treasurer and three appointed members (see latest RI MOP) the governor shall appoint one member to serve one year, one to serve two years, and one to serve three years; and thereafter, each succeeding year the governor in office shall appoint one Rotarian for a period of three years to fill the vacancy). The District Secretary and District Administrator are ex-officio non-voting members of the Committee. The most immediate Past District Governor active in a District 6900 Rotary Club  shall chair the committee. No appointed member of this committee shall serve more than three consecutive years.

Cooperating with the Governor Elect, this committee shall prepare a budget of district expenditures that shall be submitted to the clubs at least four weeks prior to the district assembly and approved at a meeting of the incoming club presidents at the district assembly. The amount of any per capita levy on clubs for a district fund should be decided in accordance with the RI Bylaws. (RCP 17.060)

The District Fund shall be financed by all clubs in the district by way of per capita levy on the members of these clubs. The amount of the levy shall be decided by either:

1. The District Assembly after the approval of three-fourths of incoming club presidents present, provided that where a president-elect is excused from attending the district assembly by the governor-elect in accordance with article IX, section 5(c) of the standard club constitution, the designated representative of the president-elect shall be entitled to vote in the president-elect’s place, or, at the option of the district,
2. The District Conference by a majority of the electors present and voting.

The per capita levy is mandatory on all clubs in the district. The district treasurer shall serve as a member of the committee and keep proper records of income and expenditure of the fund. The funds shall be held in a bank account in the name of the district and operated upon by the governor jointly with another member of the Finance Committee who shall preferably be the treasurer when available. It is highly encouraged that the district fund account be held with a banking institution that has locations throughout the district. By having a permanent district banking account only signatures would need to be changed on an annual basis. A majority vote of the Finance Committee is required for a change of banking institution. The Finance Committee may authorize the treasurer to place operating funds in an interest-earning account such as a money market account to better utilize the funds. Any change to the authorization shall be approved by the finance committee.

Annual Statement and Report of District Finances

The outgoing governor shall arrange for timely filing of the district federal tax return and for an annual statement and report of the district finances that has been independently reviewed by a district audit committee. A copy of this annual statement and report of district finances must be provided to each club in the district within three (3) months of completion of the governor’s year in office. The annual statement and report shall be presented at the next district conference to which all clubs are entitled to send a representative and for which a 30-day notice has been given that the statement and report of district finances shall be presented for discussion and adoption.

NOTE: For District Audit Committee selection requirements and Annual Statement and Report of District Finances details required see: Latest Copy of RI MOP, RI BYLAWS PAGE 225 & 226 Article 15 Districts 15.060.4. District Statement and Report of District Finances.

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.

At a Board Meeting prior to November 1st of each year, the President Elect will, after determining if the candidates meet the criteria set forth, present his/her nominations for President-Elect Nominee, Secretary, Treasurer, Sergeant-At-Arms and seven (7) Directors. Once the Board and Directors have approved the nominations, they shall be presented to the membership and they shall be voted on at a meeting held prior to November 28th of each year. At this time, the presiding officer shall ask for any additional nominations from the floor by members each of the Officers and Directors. If there is more than one candidate for each of the Board positions, the candidate receiving a majority of votes shall be declared as elected for the respective position. If there are more than seven (7) candidates for Director, the seven (7) candidates receiving a majority of the votes shall be declared elected as directors.

The President elect will solicit members to fill positions during their year just after the start of the Rotary year. At a regular meeting in October the President shall ask interested members to contact the nominating committee regarding their interest in serving or for nominations for president, president-elect, secretary, treasurer, and five (5) to seven (7) directors. The nominating committee, whose members are the immediate past president as chair, the previous two past presidents, the president-elect, and the current president, will meet before the 15th of November and review the nominations from the President-elect and the membership. The nominating committee will extend an invitation to members to be slated for an office on the Board for the following year. The nominating committee will present the slate of officers and directors to the membership before December 15th. A majority of aye or nay votes shall determine the ratification of the slate presented.

Operation of a District Fund: (see latest RI MOP), “Cooperating with the Governor Elect, the district finance committee shall prepare a budget which shall be submitted to the clubs at least four weeks prior to the district assembly and approved by the incoming club presidents at the district assembly”.

Practice and practicality suggest that actually the primary responsibility for preparation of the district operating budget falls in the purview of the Governor Elect, with the assistance and approval of the finance committee; then is submitted to the incoming club presidents as required.

It should be the district’s goal to maintain a cash/cash equivalent reserve fund equal to 75% of the district operating expense budget and any surplus in the fund be evaluated at the end of the fiscal year by the finance committee.

Expenses of District Officers and Committee Chairs:

• The DG, DGE and DGN will be paid for reasonable expenses related to their positions.
• The DG, DGE and DGN will be paid for reasonable expenses to attend the RI International Convention.
• The DG, DGE, and DGN will be paid reasonable expenses to attend the zone institute, including GETS and GNTS.
• The DG, DGE (including children and other family members), and the aide to the RI President’s Representative at the District Conference (usually the immediate past district governor) will be paid reasonable expenses to attend the district conference.
• The DG, DGE and DGN will be paid reasonable expenses for planning their respective district conferences, to plan and attend AG training, PETS and the District Assembly. The immediate Past DG, DG and DGE will be paid reasonable expenses to attend GRSP trustee’s meetings.
• Registration fees for the district conference and Zone Institute will be paid for PDG’s active in a D6900 Rotary Club who attends those events.
• AG’s will receive an annual sum for expenses (no accounting required).
• Where applicable, in any of the above, spouse registration and expenses will be paid.
• The inbound GSE/VTT conference registration and hotel expenses shall be paid out of the operating budget.
• The district awards should also be paid out of the operating budget.

Documentation of expenses per IRS requirements is required before reimbursement.

It is expected that in the course of budget preparation, parties whose expenses or expenditures are to be provided for in the budget, (governor-elect, governor-nominee, RI Foundation Chair, GSE/VTT Chair, et al will be consulted and advised of the amount of expenditure provided for. Should it develop that category item expenses greater than 10% above what is budgeted are needed, advance approval by the governor with concurrence of the finance committee is required. If, at any time, an overall deficit is projected (revenues minus expenses), the district governor must go to the finance committee with a revised balanced budget for approval.

The governor’s allowance provided by RI shall be taken into the district operating budget as income and deposited into the district operating account when received from RI. Then all reimbursable expenses of the governor shall be paid to the governor by the district. Expenses that RI permits within the allowance will be accounted for by the treasurer, who will prepare the interim and the final reports required by RI for the governor,

When the District is paying for attendance at an event for a Rotarian, the Rotarian is expected to attend and participate. If the Rotarian does not attend and participate, he or she shall reimburse the District for funds received.

Assumptions used in preparation of the district fund budget and the district conference budget will be included with the proposed budgets and forwarded with them to the approving authority, which shall be the Finance Committee.

(a) Except as otherwise provided in the articles of incorporation of the corporation or in these bylaws, the supreme authority of the corporation and the government and management of the affairs of the corporation shall be vested in the Board of Directors; and all the powers, duties, and functions of the corporation conferred by the articles of incorporation, these bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by or under the authority of the Board of Directors.

(b) The governing body of the corporation shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the corporation as shall be deemed advisable. Under no circumstances, however, shall any actions be taken which are inconsistent with the articles of incorporation and these bylaws; and the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation and these bylaws, shall not be amended or changed.

(c) The Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to the benefit of any member, director, trustee, or other private person or individual.

(d) The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the corporation.

(e) The Board of Directors is authorized to employ such person or persons, including an executive director, attorneys, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.

(f) The Board of Directors is hereby committed to exercise, in the best interests of the corporation, the powers described in section 1.170A-9(e)(11)(v)(B), (C), and (D) of the Treasury Regulations.

(g) The Board of Directors is hereby committed to obtain information and to take other appropriate steps with a view to seeing that each participating trustee, custodian, or agent administers each restricted trust or fund and the aggregate of unrestricted trusts or funds of the corporation in accordance with the provisions of section 1.170A-9(e)(11)(v)(F) of the Treasury Regulations.

(h) The Board of Directors shall have the power to replace any participating trustee, custodian, or agent for breach of fiduciary duty under the laws of the State of Georgia. If it appears that there may be grounds for exercising this power with respect to any trust or fund of the corporation, the Board of Directors shall notify the trustee, custodian, or agent involved and provide a reasonable opportunity for explanation and, in the discretion of the Board of Directors, for correction. The Board of Directors shall exercise this power by the affirmative vote of a majority of all the directors then in office. Before it exercises this power of replacement (or any other power), the Board of Directors may seek the advice of legal counsel in determining whether a breach of fiduciary duty has been committed under state law.

The Board of Directors shall have the power to replace any participating trustee, custodian, or agent for failure to produce a reasonable (as determined by the Board of Directors) rate of investment return (including return of net income and/or appreciation, as determined by the Board of Directors) over a reasonable period of time (as determined by the Board of Directors).

Upon the exercise of the foregoing power to replace any participating trustee, custodian, or agent, the Board of Directors shall have the power, subject to court approval, where appropriate, to select a successor trustee, custodian, or agent to which the fund or funds held by the former trustee, custodian, or agent shall be transferred.

The Officers of the Foundation shall be a President, who serves a term of three years and is not eligible for a successive term, a Secretary, and a Treasurer, both of whom shall serve three-year terms, and who are eligible for multiple successive terms. Officers shall not receive any compensation for their services. The President serves as the Chairperson of the board. All Officers except the Treasurer must be Trustees of the Foundation at the time of their election. Should a President's or Treasurer's term as Officer expire after the end of his or her term as a Trustee, then the President or Treasurer shall continue as an ex officio Trustee until the expiration of his or her Officer term.

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.

A vacancy in the Board or any office shall be filled by action of the remaining directors with another Past President.

The officers and directors, so elected, together with the immediate past president shall constitute the board. The board-elect will meet periodically over the next six months and fill the non-board positions such as, sergeant of arms, program chair and fundraising and service project chairs.

Article 15, RI Bylaws 15.060.1 provides for a District Fund and describes the process required to establish and maintain it. In July and January of each year the District Treasurer shall forward each Rotary Club an invoice for 50% of the per capita levy approved by the district assembly or the district conference, as the case may be, for that Rotary year. The amount of the invoice shall be based upon the number of active members as recorded at RI as of June 30 and December 31, respectively.

Reminders of per capita dues shall be sent to attention of the respective club treasurers, with copies to club presidents. District dues are payable July and January.

All payments are to be made to the District Treasurer, where their receipt will be logged in and checks deposited. The District Treasurer will follow up with clubs not responding with timely payment and will document each contact in a log until all collections are made.

The Board of Directors shall consist of no fewer than seven (7) members, who shall be members of Rotary District 6900 and which shall be the current sitting District Governor of Rotary District 6900, the District Governor Elect of Rotary District 6900, the District Governor Nominee of Rotary District 6900, the immediate Past District Governor of Rotary District 6900, the Foundation Director of Rotary District 6900, the Secretary of Rotary District 6900, the Treasurer of Rotary District 6900. The duties of the Board of Directors shall include the responsibility and power to determine distribution of property of the corporation as provided in Article Eight of these bylaws (subject to the provisions of the articles of incorporation and these bylaws), authority over investment policies with respect to the property of the corporation, whether held directly or through trustees, custodians, or agents.

Management of the Foundation shall be implemented by three Officers/Directors with assistance from other Trustees when requested: the Secretary, the Treasurer, and a Development Director. The functions of these Officer/Directors are defined in the Policies attached hereto. The President appoints the Development Director while the Secretary and Treasurer are elected by the full board.

1. (a) The President shall direct the work of the Officers/Directors.
2. Each Officer/Director shall transact his/her business as is delegated to him/her in these Bylaws and such additional business as may be referred to them by the President or the board. Except where special authority is given by the board, such Officers/Directors shall not take any action until a report has been made and approved by the board.
3. Each Officer/Director shall report to the board on all their activities, including a report of their activities at quarterly meetings.

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.  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.

A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining directors-elect first with the any of the candidates that were in the original nominations or by going thru the nominating process again.

A vacancy in the board of any office shall be filled by action of the remaining Board Members.

The chair shall be the immediate past district governor of Rotary District 6900 and shall preside at all meetings of the Board of Directors. The chair shall also serve as a member, with right to vote, as a voting member, ex officio, of any and all committees, which may be appointed by the directors. The chair shall attend the meetings of and shall make reports to the Finance Committee of Rotary District 6900 on the activities and projected activities of the corporation. The chair shall perform such other duties and shall have such other authority and powers as the Board of Directors may from time to time prescribe. The chair shall have one vote on the Board of Directors.

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.

A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining Board Members-elect.

The vice chair shall be the District Governor Elect and shall, in the absence or disability of the chair, perform the duties and have the authority and exercise the powers of the chair. The vice chair shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate. The Vice Chair shall have one vote on the Board of Directors

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.

(a) The secretary of the corporation shall be the current Executive Secretary of Rotary District 6900, or if the position is unfilled, the Secretary of Rotary District 6900. The secretary shall attend all meetings of the Board of Directors and record, or cause to be recorded, all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform, or cause to be performed, like duties for any other committees when required.

(b) The secretary shall give, or cause to be given, notice of all meetings of the Board of Directors.

(c) The secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors, affix it to any instrument requiring it. When so affixed, it shall be attested by his or her signature or by the signature of the treasurer.

(d) The secretary shall be under the supervision of the chair. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate.

(e) The secretary shall not have a vote on the Board of Directors.

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.

(a) The treasurer of the corporation shall be the sitting treasurer of Rotary District 6900 and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation, or shall have such accounts maintained, and shall deposit, or have deposited, all monies and other valuables in the name and to the credit of the corporation into depositories designated by the Board of Directors. The treasurer shall not co-mingle funds from Rotary District 6900 and the corporation.

(b) The treasurer shall disburse the funds of the corporation, or have such funds disbursed, as ordered by the Board of Directors, and prepare financial statements, or have financial statements prepared, each month or at such other intervals as the Board of Directors shall direct.

(c) The treasurer shall submit a financial report to the Finance Committee of Rotary District 6900 at such times as the Finance Committee of Rotary District 6900 shall meet.

(d) If required by the Board of Directors, the treasurer shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the board) for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement, or removal from office of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

(e) The treasurer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate.

(f) The Treasurer shall not have a vote on the Board of Directors

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.

Directors shall be volunteers and shall not be compensated for service as directors. However, nothing contained in the governing instruments of the corporation shall be construed to prevent any director from receiving reasonable compensation for other services rendered to, and in furtherance of the purposes and functions of, the corporation.

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.

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.

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.

The president shall preside at the meeting of the club and board and perform other duties as ordinarily pertain to the office of 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. The President is encouraged to attend District Assembly, District Conference and any other District event and attend all required events as set forth by District or Rotary International.