Bylaws

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.

At a special meeting of the Past Presidents Council held at least two (2) months prior to the meeting for election of Officers, the President-Elect shall ask for input from the Past Presidents Council for nominations for President-Nominee, Secretary, Treasurer, and Sergeant-at-Arms. The President-Elect shall then approach those Members nominated to seek their consent to serve as an Officer. At least one (1) week prior to the meeting for election of Officers, the President-Elect shall notify the Members of the Club of the nominations in writing and request any additional nominations from the membership. At the meeting for election of Officers, the President-Elect shall present the candidates nominated and ask for a vote of the Members present in accordance with Article 7. Should more than one (1) Member be nominated for any officer position, a ballot vote shall be conducted. The candidate for President-Nominee elected in such voting shall assume office as President-Elect on the first day of July immediately following the vote.

The Officers of the Foundation shall be a President, who serves a term of three years and is not eligible for a successive term, a Secretary, and a Treasurer, both of whom shall serve three-year terms, and who are eligible for multiple successive terms. Officers shall not receive any compensation for their services. The President serves as the Chairperson of the board. All Officers except the Treasurer must be Trustees of the Foundation at the time of their election. Should a President's or Treasurer's term as Officer expire after the end of his or her term as a Trustee, then the President or Treasurer shall continue as an ex officio Trustee until the expiration of his or her Officer term.

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.

(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 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.

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:

• The DG, DGE and DGN will be reimbursed for reasonable expenses related to their positions if budget allows.
• The DG, DGE and DGN will be reimbursed for reasonable expenses to attend the RI International Convention if the budget allows.
• The DG, DGE, and DGN will be reimbursed for reasonable expenses to attend the zone institute, including GETS and GNTS.
• The DG, DGE (including children and other family members), and the aide to the RI President’s Representative at the District Conference (usually the immediate past district governor) will be reimbursed for reasonable expenses to attend the district conference.
• The DG, DGE and DGN will be reimbursed for reasonable expenses for planning their respective district conferences, to plan and attend AG training, PETS and the District Assembly.
• Members of the district leadership team responsible for organizing the district conference may be reimbursed for attending the district conference as the conference expense budget allows.
• Active Past District Governors may be reimbursed for registration fees in total or in part, for attending district & zone events if the current district budget allows for those expenses with prior authorization from the District Governor.
• AG’s will receive an annual sum for expenses (no accounting required).
• Where applicable, in any of the above, spouse registration and expenses will be paid.
• The inbound GSE/VTT conference registration and hotel expenses shall be paid out of the operating budget.
• The district awards should also be paid out of the operating budget.

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.

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.

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.

The seven (7) Directors shall consist of the Directors of the standing committees discussed in Article 9 which consist of Membership, Club Administration, Public Relations, International and Local Service, and The Rotary Foundation along with two (2) Directors-at-Large. These Directors will be chosen by the President-Elect with input as requested from the Past Presidents Council.

Management of the Foundation shall be implemented by three Officers/Directors with assistance from other Trustees when requested: the Secretary, the Treasurer, and a Development Director. The functions of these Officer/Directors are defined in the Policies attached hereto. The President appoints the Development Director while the Secretary and Treasurer are elected by the full board.

1. (a) The President shall direct the work of the Officers/Directors.
2. Each Officer/Director shall transact his/her business as is delegated to him/her in these Bylaws and such additional business as may be referred to them by the President or the board. Except where special authority is given by the board, such Officers/Directors shall not take any action until a report has been made and approved by the board.
3. Each Officer/Director shall report to the board on all their activities, including a report of their activities at quarterly meetings.

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

The Board of Directors shall consist of no fewer than seven (7) members, who shall be members of Rotary District 6900 and which shall be the current sitting District Governor of Rotary District 6900, the District Governor Elect of Rotary District 6900, the District Governor Nominee of Rotary District 6900, the immediate Past District Governor of Rotary District 6900, the Foundation Director of Rotary District 6900, the Secretary of Rotary District 6900, the Treasurer of Rotary District 6900. The duties of the Board of Directors shall include the responsibility and power to determine distribution of property of the corporation as provided in Article Eight of these bylaws (subject to the provisions of the articles of incorporation and these bylaws), authority over investment policies with respect to the property of the corporation, whether held directly or through trustees, custodians, or agents.

Article 15, RI Bylaws 15.060.1 provides for a District Fund and describes the process required to establish and maintain it. In July and January of each year the District Treasurer shall forward each Rotary Club an invoice for 50% of the per capita levy approved by the district assembly or the district conference, as the case may be, for that Rotary year. The amount of the invoice shall be based upon the number of active members as recorded at RI as of June 30 and December 31, respectively.

Reminders of per capita dues shall be sent to attention of the respective club treasurers, with copies to club presidents. District dues are payable July and January.

All payments are to be made to the District Treasurer, where their receipt will be logged in and checks deposited. The District Treasurer will follow up with clubs not responding with timely payment and will document each contact in a log until all collections are made.

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.

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.  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.

The Officers and Directors, so elected and chosen, together with the immediate Past President, shall constitute the Board.

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.

The chair shall be the immediate past district governor of Rotary District 6900 and shall preside at all meetings of the Board of Directors. The chair shall also serve as a member, with right to vote, as a voting member, ex officio, of any and all committees, which may be appointed by the directors. The chair shall attend the meetings of and shall make reports to the Finance Committee of Rotary District 6900 on the activities and projected activities of the corporation. The chair shall perform such other duties and shall have such other authority and powers as the Board of Directors may from time to time prescribe. The chair shall have one vote on the Board of Directors.

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

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.

A vacancy in the Board or any office shall be filled by action of the remaining Directors.

The vice chair shall be the District Governor Elect and shall, in the absence or disability of the chair, perform the duties and have the authority and exercise the powers of the chair. The vice chair shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate. The Vice Chair shall have one vote on the Board of Directors

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

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.

A vacancy in the position of any Officer-Elect or Director-Elect shall be filled by action of the remaining Directors-Elect.

(a) The secretary of the corporation shall be the current Executive Secretary of Rotary District 6900, or if the position is unfilled, the Secretary of Rotary District 6900. The secretary shall attend all meetings of the Board of Directors and record, or cause to be recorded, all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform, or cause to be performed, like duties for any other committees when required.

(b) The secretary shall give, or cause to be given, notice of all meetings of the Board of Directors.

(c) The secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors, affix it to any instrument requiring it. When so affixed, it shall be attested by his or her signature or by the signature of the treasurer.

(d) The secretary shall be under the supervision of the chair. He or she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate.

(e) The secretary shall not have a vote on the Board of Directors.

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.

(a) The treasurer of the corporation shall be the sitting treasurer of Rotary District 6900 and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation, or shall have such accounts maintained, and shall deposit, or have deposited, all monies and other valuables in the name and to the credit of the corporation into depositories designated by the Board of Directors. The treasurer shall not co-mingle funds from Rotary District 6900 and the corporation.

(b) The treasurer shall disburse the funds of the corporation, or have such funds disbursed, as ordered by the Board of Directors, and prepare financial statements, or have financial statements prepared, each month or at such other intervals as the Board of Directors shall direct.

(c) The treasurer shall submit a financial report to the Finance Committee of Rotary District 6900 at such times as the Finance Committee of Rotary District 6900 shall meet.

(d) If required by the Board of Directors, the treasurer shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the board) for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement, or removal from office of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

(e) The treasurer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the chair may from time to time delegate.

(f) The Treasurer shall not have a vote on the Board of Directors

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.

Directors shall be volunteers and shall not be compensated for service as directors. However, nothing contained in the governing instruments of the corporation shall be construed to prevent any director from receiving reasonable compensation for other services rendered to, and in furtherance of the purposes and functions of, the corporation.

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.

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.

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.

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

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 the President.

At a regular board meeting at least two months prior to the meeting for election of officers, the presiding officer shall ask the board for nominations for all positions, other than the ex officio Trustees, which will become open on the following July 1. The election must be held prior to July 1. All nominees other than Treasurer must be members of the board at the time of their nomination. Trustees serving a full six-year term cannot be elected to another term until at least two years have passed since the end of their last term, except that Trustees elected to serve the remainder of an unexpired term shall be eligible for reelection at the end of that term, provided that they have served less than 3 years in that partial term.

Meetings of the Board of Directors may be held at any place within or outside the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the corporation.

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.

A district conference shall be held annually at a time agreed upon by the governor and the presidents of a majority of the clubs. The governor-nominee may begin planning the conference when selected and certified to the general secretary. The conference dates shall not conflict with the district training assembly, the international assembly, or the international convention. The governor-nominee and a majority of the current club presidents must agree on the site for the conference.

The governor for the affected year shall appoint a conference chairperson and treasurer. The conference chairperson shall form and staff such committees as are appropriate to plan and execute the conference. The district conference shall have a balanced budget. At least nine months before the conference, the conference chairperson, with the assistance of the treasurer, and with the concurrence of the governor, shall prepare a balanced budget of conference income and expenses and shall submit it to the finance committee for approval. Documentation of expenses per IRS requirements is required before reimbursement.

The conference chair and treasurer shall review income and expense actuals and make projections monthly. Should it develop that category item expenses of more than 10% over 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 (revenue minus expenses) the conference chairperson and the district governor must go to the finance committee with a revised balanced budget for approval.

A conference or legislation meeting may adopt recommendations on matters important to the district, in accordance with the RI constitution and bylaws and the spirit and principles of Rotary. Each conference and legislation meeting shall consider and act on all matters submitted.

Within 30 days after the conference, the governor or acting chair, along with the secretary, shall prepare a report of the conference proceedings and send it to the general secretary and each club secretary in the district.

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 pertains to the office of the president.

An annual meeting of the Board of Directors may be held at such place as the Board of Directors shall determine on such day and at such time as the Board of Directors shall designate. Unless waived as contemplated in Section 5.2, notice of the time, date, and place of such annual meeting shall be given by the secretary in accordance with the provisions of Section 5.1 no fewer than ten (10) nor more than fifty (50) days before such annual meeting.

It shall be the duty of the immediate past president to serve as a Director and to perform such other duties as may be prescribed by the president or the Board. The past president shall be responsible for chairing the nominating committee and obtaining the assent of nominees to serve.

A district (or multidistrict) PETS shall be held annually, preferably in February or March, to orient and train presidents-elect in the district as determined by the board. The governor-elect shall plan, conduct, direct, and supervise the PETS.

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 is also responsible for promoting attendance at District Conference, managing the Red Bad New Member Orientation program, and identifying his/her Board of Directors in a timely fashion.

One Trustee at Large shall be elected each Year and each Year the Immediate Club Past President shall become, ex officio, a Trustee.

It shall be the duty of the president-elect to serve as an officer and to perform such other duties as may be prescribed by the president or the board.

It shall be the duty of the Immediate Past President to serve as a Director and to perform such other duties as may be prescribed by the President or the Board. In addition, the Immediate Past President shall preside at the meetings of the Club and the Board in the absence of the President and President-Elect.

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

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.

Special meetings of the Board of Directors may be called by at the request of the chair, or by any three (3) of the directors in office at that time. Notice of the time, date, place, and purpose of any special meeting of the Board of Directors shall be given by the secretary in accordance with the provisions of Section 5.1 at least twenty-four (24) hours before such meeting; provided that notice shall be given at least seven (7) days prior to any special meeting the purpose of which is to remove a director or to approve a matter which would require the approval of members, if the corporation had members.