Bylaws of the Rotary Club of Atlanta West End

Bylaws of the Rotary Club of Atlanta West End

Article Subject Page

1 Definitions 1

2 Board 1

3 Elections and Terms of Office 2

4 Duties of the Officers 2

5 Meetings 2

6 Dues 3

7 Method of Voting 3

8 Committees 3

9 Finances 4

10 Method of Electing Members 5

11 Diversity of Membership 5

12 Amendments 5

Article 1 - Definitions

1. Board: The board of directors of the Rotary Club of Atlanta West End.

2. Director: A member on the Rotary Club of Atlanta West End’s Board.

3. Member: A member, other than an honorary member, of this club.

4. Quorum: The minimum number of participants who must be present when a vote is taken: One-third of the club’s members for club decisions and a majority of the directors for club board decisions.

5. RI: Rotary International.

6. Year: The 12-month period beginning 1 July.

7. Club: The Rotary Club of Atlanta West End.

8. Rules: Robert's Rules of Order Newly Revised, latest edition, shall be the authority on all questions of parliamentary procedure not covered by these bylaws. In the event of a conflict between these bylaws and Robert's Rules of Order Newly Revised, these bylaws shall prevail.

Article 2 - Board

The governing body of this club is its board of directors, consisting of, at a minimum, the president, immediate past president, president-elect, secretary, and treasurer and chairpersons of the standing committees. All club members may attend meetings of the board. The board of directors may convene in executive session to deliberate on matters pertaining to individual member dues in arrears and to discuss disciplinary issues.

Article 3 - Elections and Terms of Office

Section 1 — One month before elections (see Article 5, Section 1), members nominate candidates for president, president-elect, secretary, treasurer, and any open director positions. The nominations may be presented by the president-elect, a nominating committee, and/or by members from the floor.

Section 2 — The candidate who receives a majority of the votes for each office is declared elected to that office. If only one person is nominated, then the candidate is elected by acclamation.

Section 3 — If any officer or board member vacates their position, the remaining members of the board will appoint a replacement.

Section 4 — If any officer-elect or director-elect vacates a position, the remaining members of the board-elect will appoint a replacement.

Section 5 — The terms of office for the president, past president, president-elect, secretary, treasurer, and directors shall be for one-year. Each term of service begins on July 1 and ends June 30.

Section 6 – A vacancy on the board or any office shall be filled by action of the remaining officers and directors.

Article 4 Duties of the Officers

Section 1 — The president presides at club and board meetings.

Section 2 — The immediate past president serves as a director on the club board.

Section 3 — The president-elect prepares for their year in office and serves as a
director on the club board.

Section 4 — The president-elect, or another director, presides at club and board meetings when the president is absent.

Section 5 — A director attends club and board meetings.

Section 6 — The secretary keeps membership and attendance records.

Section 7 — The treasurer oversees all funds and provides an accounting of them.

Article 5 Meetings

Section 1 — An annual meeting of this club shall be held on or before the last Friday of February in each year, at which time the election of officers and directors to serve for the ensuing year shall take place, and the financial condition of the club is reported.

Section 2 — This club meets as follows: Friday at 12:15 PM. Reasonable notice of any change or cancellation of the regular meeting will be given to all club members.

Section 3 — Board meetings are held at least once per quarter. Special meetings of the board may be called with reasonable notice by the president or upon the request of two directors.

Section 4 — Meetings of the club and the board may be conducted in person, via telephone, or through video conferencing platforms. Notification of the meeting format will be provided to all members in advance.

Article 6 Dues

Section 1 – Annual club dues are set annually by the board of directors. Each member shall receive a quarterly invoice and dues shall be paid within 30 days of receipt of the invoice. Annual club dues include RI per capita dues, subscriptions to an official magazine, district per capita dues, club fees, and any other Rotary or district per capita assessment.

Section 2 – A club admission fee may be set by the board of directors and paid by the applicant prior to qualifying as a member.

Article 7 Method of Voting

The business of this club is conducted by voice vote or a show of hands except in the election of officers and directors, which is conducted by ballot. The board may also provide a ballot for a vote on some resolutions. Voting on club business may be conducted, when required, via email, text, and/or online tools. Votes cast electronically shall have the same effect as votes cast in person.

Article 8 Committees

Section 1 —This club’s committees comprise those listed in article 11, section 7, of the Standard Rotary Club Constitution. The board or president may appoint additional committees as needed.

Section 2 – Standing committees will be the following:

●                    Club Administration: This committee should manage the day-to-day operations of the club, including recordkeeping and finances, ensuring the smooth operation that underpins our service and fellowship.

●                    Membership: This committee should recruit and retain new members, cultivate a diverse and passionate network of Rotarians, and ensure that members are engaged and active in the club.

●                    Public Image: This committee should promote the club's activities and accomplishments to the community, and manage the club's reputation.

●                    Service Projects: This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.

●                    The Rotary Foundation: This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.

●                    Diversity, Equity, and Inclusion (DEI): This committee should develop and implement plans to support RI’s initiatives regarding DEI through programming and projects.

Section 3 - The duties of all committees shall be established and reviewed by the president for their year.

Section 4 — The president is an ex officio member of all committees. The president may serve as a committee chair, if elected through methods described in Article 3 above, counting toward quorum on the committee to which they are the chairperson.

Section 5 — Each committee’s chair is responsible for the regular meetings and activities of the committee, supervises and coordinates its work, may appoint subcommittees as needed, provides annual budget guidance to the board, and reports to the board and the club on all committee activities. The committee chair presides over committee meetings and has voting rights.

Section 6 – Additional ad hoc committees may be appointed as needed.

Article 9 Finances

Section 1 — Before each fiscal year starts, the board prepares an annual budget of estimated income and expenditures.

Section 2 — The treasurer deposits club funds in a financial institution or institutions and accounts as designated by the board.

Section 3 — Bills are paid by the treasurer or another authorized officer. Payment of bills over $500 requires approval from two officers or directors.

Section 4 — Unbudgeted expenditures of $500 or less, directly related to and in furtherance of the club's purposes and initiatives, may be approved by the treasurer and two other officers or directors. Unbudgeted expenditures exceeding $500 require approval from the board of directors.

Section 5 — A qualified person conducts a thorough annual review of all financial transactions.

Section 6 — The board will receive quarterly updates on the financial condition of the club. A mid-year financial report, with current and previous fiscal year income and expenses, is presented at the annual meeting.

Section 7 — The fiscal year is from 1 July to 30 June.

Article 10 Method of Electing Members

Section 1 — A member of this club or another club proposes a candidate for membership to the board and/or the membership committee.

Section 2 — Prospective members are required to attend at least two club meetings to evaluate compatibility between themselves and the club.

Section 3 — The board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.

Section 4 — If the board approves the candidate’s membership, the prospective member is invited to join the club.

Section 5 – Any club member may file a written objection regarding a proposed member to the board. If any such objection has been filed with the board, it shall vote on this matter at its next meeting. If the proposed member is approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership.

Article 11 Diversity of Membership

The Club has a rich history of diversity, equity and inclusion and celebrates its diverse, equitable and inclusive membership.  In keeping with RI's DEI initiative, the Club will in no way limit membership due to gender, race, color, creed, national origin, or sexual orientation, or impose any membership condition not specifically allowed by the RI constitution or bylaws.  Any membership provision or condition in conflict with this section is null, void and without effect.

Article 12 Amendments

These bylaws may be amended at any regular club meeting. Changing the club bylaws requires sending written notice to each member 10 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.