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.
|196||Governance||Robert’s Rules of Order|
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.
|208||Name, Location, and Offices||Name|
The name of this corporation shall be “Rotary District 6900 Charitable Fund, 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.
|209||Name, Location, and Offices||Registered Office and Agent|
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.
A Member of the Club’s Board of Directors
A member, other than honorary member, of this club.
A member, other than an honorary member, of this Club.
A member, other than an honorary member, of this club.
|206||Governance||Council on Resolutions and Legislation|
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
|210||Name, Location, and Offices||Other Offices|
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.
A Member, other than an honorary Member, of the Club.
A person age 18 years of age or older
The twelve-month period that begins on 1 July.
The twelve-month period that begins on 1 July.
The twelve-month period that begins on 1 July.
The twelve-month period 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.
|81||Election of Officers||Nomination Process|
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.
|211||Purposes and Governing Instruments||Nonprofit Corporation|
The corporation shall be organized and operated as a nonprofit corporation under the applicable provisions of the Georgia Nonprofit Corporation Code.
|82||Election of Officers||Director Appointments|
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.
|198||Committees||Planning & Advisory Committee|
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:
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:
|212||Purposes and Governing Instruments||Charitable Purposes|
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).
|72||Governance||Internal Control Requirements|
The most current System of Internal Control adopted by the Club is hereby made a part of these By Laws as completely as if they were reproduced here in their entirety.
|83||Election of Officers||Board Vacancies|
A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board.
|199||Committees||Strategic Planning Committee|
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.
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.
|213||Purposes and Governing Instruments||Governing Instruments|
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.
|84||Election of Officers||Officer Vacancies|
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 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 District Governor 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:
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.
|9||Election of Directors and Officers||Annual Elections|
At the annual meeting of the Club, as described in the Meetings Article, the presiding officer shall present the candidates proposed by the nominating committee for all open officer and open Board member positions. Additional nominations for open officer or open Director positions may be made by Members from the floor. Upon the closing of nominations, a voice vote will be conducted and the candidate receiving the majority of the votes for each open officer and Board position shall be declared elected. If no candidate receives a majority of the votes, voting will continue among the top two vote getters until all positions have been filled. Officers and Board members shall take office at the beginning of the Club year following their election.
|117||Election of Directors and Officers||Nominations|
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.
|159||Election of Directors and Officers||Nominating Committee|
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:
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.
|214||Board of Directors||Authority and Responsibility of the Board of Directors|
(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 Page 3 of 17 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.