Bylaws

Showing 1-50 of 193 items.
IDArticleHeadlineBodySequence 
 
1DefinitionsClub

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.

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76DefinitionsBoard

The Board of Directors of this club.

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110DefinitionsBoard

The Board of Directors of this Club.

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154DefinitionsBoard

The Board of Directors of this club.

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2DefinitionsBoard

The Board of Directors of the Club.

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77DefinitionsDirector

A member of this club’s Board of Directors.

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111DefinitionsDirector

A member of this Club's Board of Directors.

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155DefinitionsDirector

A member of this club’s Board of Directors.

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3DefinitionsDirector

A Member of the Club’s Board of Directors

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78DefinitionsMember

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

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112DefinitionsMember

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

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156DefinitionsMember

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

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4DefinitionsMember

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

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79DefinitionsRI

Rotary International

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113DefinitionsAdult

A person age 18 years of age or older

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157DefinitionsRI

Rotary International.

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5DefinitionsRI

Rotary International

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80DefinitionsYear

The twelve-month period that begins on 1 July.

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114DefinitionsRI

Rotary International.

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158DefinitionsYear

The twelve-month period that begins on 1 July.

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6DefinitionsClub Year

The twelve-month period that begins on 1 July.

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115DefinitionsYear

The twelve-month period that begins on 1 July.

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116DefinitionsHonorary Member

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.

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7GovernanceGoverning Body

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.

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81Election of OfficersNomination 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.

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82Election of OfficersDirector 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.

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195GovernanceContracts

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.

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72GovernanceInternal 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.

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83Election of OfficersBoard Vacancies

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

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8GovernanceAmendments

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.

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84Election of OfficersOfficer 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.

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9Election of Directors and OfficersAnnual 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.

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117Election of Directors and OfficersNominations

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.

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159Election of Directors and OfficersNominating 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.

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10Election of Directors and OfficersNominating Committee

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.

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118Election of Directors and OfficersBoard/Officer Vacancies

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

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160Election of Directors and OfficersBoard Members

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.

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11Election of Directors and OfficersPreliminary Nominating Meeting

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. Only candidates presented in writing, at the nominating committee meeting will be considered by the nominating committee. 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.

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119Election of Directors and OfficersElect Vacancies

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.

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161Election of Directors and OfficersBoard Vacancy

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

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12Election of Directors and OfficersFinal Nominating Meeting

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.

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162Election of Directors and OfficersOfficer Vacancy

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

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13Election of Directors and OfficersNominee Ladder

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.

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14Election of Directors and OfficersEligibility

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.

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15Election of Directors and OfficersTerms of Office

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.

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16Election of Directors and OfficersMid-term Vacancies

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.

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17Election of Directors and OfficersRemoval

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.

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18Duties of OfficersPresident

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.

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85Duties of OfficersPresident

The president shall preside at the meeting of the club and board and perform other duties as ordinarily pertain to the office of president.

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120Duties of OfficersPresident

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.

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