Bylaws

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 pertains to the office of the president.

Time and place of the district conference shall be determined at least 18 months in advance in the manner dictated by Article 15.040.1 of the RI Bylaws. The person who shall be governor at the time of the conference shall select the site and time, subject to the approval of the majority of the clubs in the district.

The governor for the affected year shall appoint a conference chairperson and treasurer. The conference chairperson shall form and staff such committees as are appropriate to plan and execute the conference. The district conference shall have a balanced budget. At least nine months before the conference, the conference chairperson, with the assistance of the treasurer, and with the concurrence of the governor, shall prepare a balanced budget of conference income and expenses and shall submit it to the finance committee for approval. Documentation of expenses per IRS requirements is required before reimbursement.

The conference chair and treasurer shall review income and expense actuals and make projections monthly. Should it develop that category item expenses of more than 10% over 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 (revenue minus expenses) the conference chairperson and the district governor must go to the finance committee with a revised balanced budget for approval.

In all matters relating to the District Conference, District 6900 shall adhere to the (see latest RI MOP) RI Bylaws Article 15, Districts 15.040 and 15.050 of the RI BYLAWS. Attention is especially called to the requirement of a Conference Report and its distribution (see below), and the use of conference voting electors in proportion to club membership as defined in RI Bylaws 15.050.1.

Conference Report – Section 15.040.5

The governor or acting chairman, along with the secretary, shall prepare and execute a written report of the conference proceedings within 30 days of the adjournment of said conference. They shall transmit three copies of such report to the general secretary and one copy thereof to the secretary of each of the clubs of the district.

Meetings of the Board of Directors may be held at any place within or outside the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the corporation.

At a regular board meeting at least two months prior to the meeting for election of officers, the presiding officer shall ask the board for nominations for all positions, other than the ex officio Trustees, which will become open on the following July 1. The election must be held prior to July 1. All nominees other than Treasurer must be members of the board at the time of their nomination. Trustees serving a full six-year term cannot be elected to another term until at least two years have passed since the end of their last term, except that Trustees elected to serve the remainder of an unexpired term shall be eligible for reelection at the end of that term, provided that they have served less than 3 years in that partial term.

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.

The president-elect shall preside at meetings of the club and board in the absence of the president and perform such other duties as ordinarily pertain to the office of the president-elect.

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. In addition, the Immediate Past President shall preside at the meetings of the Club and the Board in the absence of the President and President-Elect.

It shall be the duty of the president-elect to serve as an officer and to perform such other duties as may be prescribed by the president or the board.

An annual meeting of the Board of Directors may be held at such place as the Board of Directors shall determine on such day and at such time as the Board of Directors shall designate. Unless waived as contemplated in Section 5.2, notice of the time, date, and place of such annual meeting shall be given by the secretary in accordance with the provisions of Section 5.1 no fewer than ten (10) nor more than fifty (50) days before such annual meeting.

One Trustee at Large shall be elected each Year and each Year the Immediate Club Past President shall become, ex officio, a Trustee.

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.

The secretary shall keep the records of membership; record the attendance at meetings; send out notices of meetings of the club, board, and committees; record and preserve the minutes of such meetings; make the required reports to RI, including the semiannual reports of membership on January 1st and July 1st of each year which shall include per capita dues for all members and prorated dues for active members who have 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 report of attendance which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit to RI subscriptions to The Rotarian, and perform such other duties as usually pertain to the office of secretary.

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. In addition, the President Ð Elect shall serve as the Fundraising Chair and preside at the meetings of the Club and the Board in the absence of the President. Also, the President-Elect is to review the by-laws with his/her incoming Board and Directors for any needed updates or changes. The President Elect is encouraged to attend the District Conference and District Assembly.

It shall be the duty of the immediate past president to preside at meetings of the club and the board in the absence of the president and to perform other duties as ordinarily pertains to the office.

Special meetings of the Board of Directors may be called by at the request of the chair, or by any three (3) of the directors in office at that time. Notice of the time, date, place, and purpose of any special meeting of the Board of Directors shall be given by the secretary in accordance with the provisions of Section 5.1 at least twenty-four (24) hours before such meeting; provided that notice shall be given at least seven (7) days prior to any special meeting the purpose of which is to remove a director or to approve a matter which would require the approval of members, if the corporation had members.

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

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.

The treasurer shall have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board and perform such other duties as pertain 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.

It shall be the duty of the President Nominee to learn over the course of the year the duties of President Ð Elect and President. Also, to qualify for this position you should have one (1) year of service as a Rotarian, is encouraged to have graduated from Rotary Leadership Institute prior to taking office as President, in good standing with the club, support Rotary Foundation, attendance at one (1) District Conference or one (1) International Conference and able to attend District Assembly for training and any other functions necessary of club (i.e. District Conference, Foundation, Literacy Conference, and President Elect Training Session).

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 of 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.

Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. See also Article Five ("Notice and Waiver").

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.

The sergeant-at-arms shall do such duties as are usually prescribed for such office and such other duties as may be prescribed by the president or the board.

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. In addition, the Secretary will report the minutes of Board Meetings to the membership at Club Assembly for that month or if there is not a scheduled Club Assembly for that month, then they will be required to report at the next meeting of the Club. Upon retirement all minutes and information should be turned over to the incoming Secretary. It is also encouraged that the Secretary attend District Assembly for training.

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, 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.

At meetings of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business.

Annually the President shall appoint a Member as sergeant-at-arms for a one-year term.  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.

It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Board at Board Meetings or at any other time upon demand by the Board, reporting to the Club at the next scheduled Club Assembly for that month or if there is not a scheduled Club Assembly for that month, they will be required to report at the next meeting of the Club and performing 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. It is also encouraged that the Treasurer attend District Assembly for training.

Except as otherwise provided in these bylaws or by law, the act of a majority of directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment and repeal of a bylaw are provided for in Article Fourteen of these bylaws.

Annually the President shall appoint a Past President of Buckhead Rotary as Archivist for a one-year term. 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.

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. The duties are as follows, but not limited to Ð Prayer, Leading the Pledge of Allegiance, Leading the 4-Way Test, Recognizing Member Milestones both personally and with Rotary, Sympathy information, Inspirational items, Sunshine Dollars and set-up for the weekly Club meetings. It is also encouraged that the Sergeant-At-Arms attend District Assembly for training.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by not less than a majority of the members of the Board of Directors then in office. Such consent shall have the same force and effect as an affirmative vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book.

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.

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 hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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.

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 the meeting which was adjourned.

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 Directors for the Rotary Club of Coweta-Fayette shall serve as leaders within the ClubÕs Òfunctional groupingÓ committee structure as defined in Section 2 of this Article. The Directors may establish any other committee leadership position that the Club deems necessary. Said Directors shall be elected as specified in Article 3 of these By-Laws.

An annual meeting of this club shall be held before December 15th each year, at which time the election of officers and directors to serve for the ensuing year shall take place. (Note: Article 5, section 2 of the Standard Rotary Club Constitution provides that “An annual meeting for the election of officers shall be held not later than 31 December...”)

The day to day activities of the Executive Office Manager shall be under the direct supervision of the governor. To assure continuity, responsibility for decisions regarding staffing, salaries, location, administration, major purchases and general continuing oversight shall be vested in the District Planning and Advisory Committee.

All per capita dues, CART payments and other remittances shall be remitted to the District Treasurer where they shall be recorded and deposited appropriately. Copies of SARS’, Contracts, purchase orders and invoices shall be maintained at the District Office.

The district office manager shall support and assist the District Governor in duties as follows but not limited to:

• Assist in the club visits by gathering information on location of meetings, socials, overnight accommodations;
• Providing informative data to all clubs in the district regarding projects/programs, conferences, special meetings and events etc.
• Intercede with RI on club matters i.e. dues, membership, reports.
• Other duties assigned by the Governor.

Other responsibilities to the District include providing assistance to constituents with mailings, copying, labels, RI Contacts, and other requests as required by district and club officers.

Maintenance of District files to include but not be limited to:

• Reports of DG visits
• Financial Records
• Historical Information
  • District Conference
  • PETS
  • District Assembly
  • AG Training
  • All meeting minutes
  • RI Foundation Records
• Speakers Bureau
• Banners & Display Materials for District Functions
• Audio Visual Materials Location Maintained
• RI materials, Manuals, Directories, Pamphlets, Forms, Applications, Brochures, Etc.

Maintenance of District and Club Officer lists and club data reporting for:

• RI Official Directory
• Zone Directory
• District Web-site
• Compilation and editing of District Directory
• Distribution of District Directory
• Mailings for various constituencies
• Copying for various constituencies
• Distribution of Governor’s Newsletter
• Other as dictated by sitting governor

Whenever these bylaws require notice to be given, the notice shall be given in accordance with this Section 5.1. Notice under these bylaws shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, e-mail, or other form of wire or wireless or electronic communication, or by mail or private carrier. Written notice, if in a comprehensible form, is effective at the earliest of the following:

1. When received or when delivered, properly addressed, to the addressee's last known principal place of business or residence;
2. Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. On the date shown as a "read receipt" if an email format is chosen.

Oral notice is effective when communicated if communicated in a comprehensible manner. In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

It shall be the duty of the President to preside at meetings of the board and to perform other duties as ordinarily pertain to the office of President, including but not limited to the appointing of committee chairs. By action of the Club's board, the Foundation President is an ex officio Director of the Club's board.

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.

Each Club Director shall serve as the Director of one of the following functional areas: Membership, Community Service Projects, New Generations, Rotary Foundation, International Service Projects, Public Relations and Club Administration. A set of committees will be established within each of these functional areas as designated by the Directors as appropriate to accomplish the goals and objectives of the Club and Rotary International.

The regular weekly meetings of this club shall be held on Wednesday at 7:00 AM. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused pursuant to article 8, sections 3 and 4 of the Standard Rotary Club Constitution) 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 (60) 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 8, sections 1 and 2.

A director may waive any notice before or after the date and time stated in the notice. Except as provided herein, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

It shall be the duty of the Secretary to keep a record of attendance at meetings; record and electronically preserve the minutes of such meetings; report as required to the Club; and perform other duties as usually pertain to the office of Secretary.

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.

One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

It shall be the duty of the Treasurer to have custody of all funds, accounting for them to the board quarterly and at any other time as requested by the board, to prepare annual tax information for the Foundation's tax accountant, 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 account, and any other Foundation property.