Bylaws

The Board of Directors of the Club.

A Member of this Club’s Board of Directors.

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.

Leader of Committee or service activity

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

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 person age 18 years of age or older

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.

The twelve-month period that begins on 1 July.

Rotary International.

Rotary International

The Rotary Club of Buckhead (Atlanta).

Rotary International.

Rotary International

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 (fiscal year) 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 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 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 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.

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

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).

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

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.

A vacancy in the position of any officer-elect shall be filled by action of the remaining members of the board of directors-elect.