Bylaws

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 make decisions or take action via email or other written assent of not less than the minimum number of Directors that would be necessary to authorize or take such action at a meeting. In such cases a majority of the Board must assent and the decision or action must be recorded in the minutes of the next Board meeting.

A social or activity fee shall be charged quarterly to each member. This fee will be set by the board as necessary.

Additional ad hoc committees may be appointed as needed. The president shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereon. Each committee shall transact business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action until a report has been made and approved by the board. Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the board on all committee activities. (Note: The above committee structure is in harmony with both the District Leadership Plan and the Club Leadership Plan. Clubs have the discretion to create any committees that are required to effectively meet its service and fellowship needs. A sample listing of such optional committees is found in the Club Committee Manual. A club may develop a different committee structure as needed.)

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

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.

This committee should conduct activities associated with the effective operation of the Club.

The admission fee shall be $250.00 to be paid before the applicant can qualify as a member.

An admission fee shall be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, Article 11. This fee shall be set by the board as necessary.

Club membership fees will include an admission fee to be paid before the applicant can qualify as a new member. Rotarians, in good standing, transferring membership from another Club shall be exempt from the admission fee.

A person age 18 years of age or older

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.

Initiation fees, Membership dues, mandatory contributions to the charitable funds, Member and visitor’s meal costs and other charges to the Members shall be as determined from time to time by the Board and documented in the "Fiscal Policies" Article 7. All Members other than honorary Members shall timely pay all applicable dues and assessments. A member who is exempt from paying an initiation fee per the provisions of Article 7, below (other than a former or transferring Rotarian) will be charged only for meals, an amount equal to the per capita RI and District dues, and the mandatory charitable contributions for a maximum period of three years, or until age thirty-five, whichever first occurs, after which time said member shall pay full dues and assessments. For new Members, the dues for the current quarter shall be prorated on a monthly basis beginning with the first day of the month following induction. The Fire and Police members will not be charged as outlined in Article 7, Section 2.

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.

Each year, absent action from the Board, the quarterly dues and meal amount will be increased by 3% and rounded to the nearest even dollar amount.

An annual meeting of this club shall be held on or before the last regular meeting in December, at which time the election of officers to serve for the ensuing year shall take place.

An annual meeting of this club shall be held on or prior to the last regular meeting date in November, at which time the Election of Officers and Directors to serve for the ensuing year shall take place, in accordance with Article 3, Section 1 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...”)

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.

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.

A thorough review of all financial transactions by a qualified person shall be made once each year.

A thorough review of all financial transactions by a qualified person shall be made once each year.

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

The Board shall approve or disapprove the proposal within 30 days of its submission, and shall notify the sponsor, through the Club Secretary, of its decision.

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.

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.

This club shall follow the attendance rules set forth in the standard Rotary club constitution.

(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 following documents which provide background or support for the Bylaws are attached for information:

1. Articles of Incorporation of the Buckhead Rotary Foundation, Inc.
2. IRS 501(c)(3) Determination Letter
3. Collection and Agency Agreements with Rotary Club of Buckhead, The Rotary Foundation, and the Georgia Rotary Student Program Endowment Fund
4. Letter of instruction to Investment Firm(s)
5. List of Benefactors
6. Recognition of Donations
7. Naming of Giving Levels
8. Appendix A: Otis Jackson Scholarships

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The Treasurer shall deposit all Club funds in a bank to be named by the Board of Directors.

The treasurer shall deposit all funds of the club in a bank named by the board.

The treasurer shall deposit all club funds in a bank, named by the board. The club transactions funds shall be divided into two separate parts: club operations and service projects. There are two bank accounts the operating account and the restricted account shared by the Cobb Community Foundation. The latter account is for donations that are donor restricted and require a 501 (c) (3) designation. Additional accounts may be set up at the request of the Board to track specific fundraising activities.

All bills shall be paid by the treasurer or other authorized officer, unbudgeted expenses must be approved by two other officers or directors.