Bylaws

The Board of Trustees of the Buckhead Rotary Foundation, Inc.

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.

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.

A member of this club’s Board of Directors.

A member of this Club's Board of Directors.

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.

A member of this club’s Board of Directors.

A Member of the Club’s Board of Directors

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

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

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 this Club.

Leader of Committee or service activity

A member of the Foundation’s Board of Trustees.

A standing committee consisting of the current President and all Past Presidents of this Club who are currently active members of the Club.

Rotary International.

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

A Trustee appointed by the President to oversee Development activities.

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

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 Rotary Club of Buckhead (Atlanta).

Rotary International

Rotary International.

Rotary International.

Rotary International

The twelve-month period (fiscal year) 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.

The twelve-month period that begins on July 1 of each calendar year.

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 Resolutions Committee shall be responsible for compiling, circulating, and presenting all resolutions to be presented at district meetings, and in conjunction with the Executive Office Manager, for maintaining a record of all enacted resolutions in a permanent electronic file. 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.

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 corporation shall be organized and operated as a nonprofit corporation under the applicable provisions of the Georgia Nonprofit Corporation Code.

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.

The governing body of this Club shall be the Board consisting of thirteen (13) Members of this Club, namely, seven (7) Directors elected in accordance with Article 3, Section 2, of these Bylaws, and the President, President- Elect, Secretary, Treasurer, Sergeant-at-Arms, and the Immediate Past President.

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.

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:

• Resolutions
• Customs and Traditions
• District Strategic Planning Findings
• Reports and Recommendation from other District committees

The committee will consist of the following eleven members with the Executive Office Manager as an ex-officio non-voting member. Appointments are by title/role in the district during the current Rotary year with exception of the one PDG appointed by the sitting governor. All appointments expire at the end of each Rotary year:

1. The Chair shall be the District Governor
2. The Vice Chair shall be the District Governor Elect
3. The most immediate service Past District Governor active in a District 6900 Rotary Club
4. The next most immediate service Past District Governor active in a District 6900 Rotary Club
5. The District Governor Nominee
6. The District Rotary Foundation Chair
7. The District Treasurer
8. The District Conference Chair
9. The District Membership Director
10. The District Public Image Director
11. One PDG active in a D6900 Rotary Club appointed by the District Governor
    

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.

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).

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.

The corporation shall be governed by its articles of incorporation and these bylaws.

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.

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

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 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(s) with the least number of votes will be removed from the second ballot. If subsequent ballots continue to result in a tie, the committee will debate the candidate qualifications and cast another ballot until the tie is broken. All ballots shall be clearly labeled and certified by the Chair and Vice-Chair. The Executive Office Manager will secure the ballots in their possession and destroy them after the selected candidate is formally elected at the Rotary International Convention.

Within three days of the nominating committee selection, the governor should notify the clubs in writing of the name and club of the nominee. We encourage all PDGs, DG, DGE, DGN, family and friends to join the nominating committee at the first available club meeting after the announcement of the DGND to celebrate their nomination. Any club in the district in existence for at least one year as of the beginning of that year may also propose a challenging candidate for governor-nominee, but only if it previously suggested the candidate to the nominating committee. A club in existence for less than one year as of the beginning of that year may propose a challenging candidate if the candidate is a member of that club and was already suggested to the nominating committee. The name of the challenging candidate shall be submitted by a resolution of the club adopted at a regular meeting and filed with the governor by the date set by the governor, which shall be within 14 days of notification of the selection for governor-nominee.

The representative to the Council on Legislation and an alternate will be selected or reconfirmed by the nominating committee each year. The representative and alternate must be a past district governor and an active member of a club in the district. The term of the representative and alternate begins on 1 July in the year after the year of selection. Each representative shall serve a term of three years or until a successor is selected and certified. The nominating committee shall be composed of all past governors who are members of a club in that district and are willing and able to serve. A candidate for representative shall not serve on the committee. Representatives shall be selected by 30 June in the year two years before the council on legislation.

Candidates to represent the district on the Zone Director Nominating Committee will be proposed by the district nominating committee every 4 years or as scheduled by the RI board of directors. The person with the most votes will serve as the representative and the person with the second most votes will serve as the alternate. The nominees must be a Past District Governor active in a club in the district that is current with District and RI dues for that Rotary year. The representative or alternate may not be a past Zone Director and will serve a one-year term beginning July 1, the year that a new Zone Director will be selected.

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.

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 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 up to three appointed members. The siting governor shall appoint one Rotarian to serve for one three-year term. The Executive Office Manager is an ex-officio non-voting member of the Committee. The most immediate Past District Governor active in a District 6900 Rotary Club 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:

1. The District Assembly after the approval of three-fourths of incoming club presidents present, provided that where a president-elect is excused from attending the district assembly by the governor-elect in accordance with article IX, section 5(c) of the standard club constitution, the designated representative of the president-elect shall be entitled to vote in the president-elect’s place, or, at the option of the district,
2. The District Conference by a majority of the electors present and voting.

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 for sources of the district’s funds (RI, TRF, District and Clubs). Any change to the authorization shall be approved by the Finance Committee. 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.

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.