Bylaws

It shall be the duty of the immediate past president to preside at meetings of the club and the board in the absence of the president and to perform other duties as ordinarily pertains to the office.

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.

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

It shall be the duty of the Secretary to

1. keep membership records;
2. record attendance at meetings;
3. send out notices of the Club, Board and Committee meetings;
4. record and preserve the minutes of such meetings;
5. report as required to RI, including changes in membership;
6. perform other duties as usually pertain to the office of the Secretary.

A district (or multidistrict) training assembly shall be held annually, preferably in March, April, or May, to develop club leaders who have the necessary skills, knowledge, and motivation to: sustain and expand their membership base; implement successful projects that address the needs of their communities and communities in other countries; and support TRF through both program participation and financial contributions. The governors-elect shall plan, conduct, direct, and supervise the district training assembly. In special circumstances, the board may authorize a district training assembly at a date other than those specified here. Those specifically invited shall include incoming club presidents and club leaders.

Annually the President shall appoint a member of the Board as Secretary. It shall be the duty of the secretary to record, distribute,and preserve the minutes of all Board meetings; and to maintain these bylaws; and to perform such other duties as may be prescribed by the President or the Board. Amendments to the bylaws will be recorded on a separate page or pages in both the minutes of the meeting at which they were approved and in the bylaws themselves until they are incorporated into the published bylaws.

The treasurer shall have custody of all funds, accounting for same to the club annually and at any other time upon demand by the board and perform such other duties as pertain to the office of treasurer. Upon retirement from office the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts or any other club property.

It shall be the duty of the President Nominee to learn over the course of the year the duties of President Ð Elect and President. Also, to qualify for this position you should have one (1) year of service as a Rotarian, is encouraged to have graduated from Rotary Leadership Institute prior to taking office as President, in good standing with the club, support Rotary Foundation, attendance at one (1) District Conference or one (1) International Conference and able to attend District Assembly for training and any other functions necessary of club (i.e. District Conference, Foundation, Literacy Conference, and President Elect Training Session).

It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of club, board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership of 1 January and 1 July of each year; and prorated reports on 1 October and 1 April of each active member who has been elected to membership in the club since the start of the July or January semiannual reporting period; report changes in membership; provide the monthly attendance report, which shall be made to the district governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of secretary.

Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. See also Article Five ("Notice and Waiver").

It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Club annually and at any other time upon demand by the Board, and to perform other duties as pertains to the office of the Treasurer including maintenance of bank accounts and banking software and interactions. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President all funds, books of accounts, or any other Club property.

It shall be the duty of the treasurer to maintain custody of all funds, accounting for them to the Club annually and at any other time upon request by the Board, and to perform other duties as pertains to the office of treasurer or as may be prescribed by the President or the Board. The treasurer will be responsible for all regulatory filings required of the Club for that Club year, including forwarding appropriate records to the Club’s tax preparer, signing and filing the Club’s tax returns and any reports required to be submitted to the Georgia Secretary of State. Upon retirement from office, the treasurer shall turn over to the incoming treasurer, or to the president, all funds, books of accounts, or any other Club property in his possession or control.

The sergeant-at-arms shall do such duties as are usually prescribed for such office and such other duties as may be prescribed by the president or the board.

It shall be the duty of the secretary to keep membership records; record attendance at meetings; send out notices of Club, Board, and committee meetings; record and preserve the minutes of such meetings; report as required to RI, including the semiannual reports of membership on 1 January and 1 July of each year, and prorated reports on 1 October and 1 April of each active member who has been elected to membership in the Club since the start of the July or January semiannual reporting period, report changes in membership; provide the monthly attendance report, which shall be made to the District Governor within 15 days of the last meeting of the month; collect and remit RI official magazine subscriptions; and perform other duties as usually pertain to the office of Secretary. In addition, the Secretary will report the minutes of Board Meetings to the membership at Club Assembly for that month or if there is not a scheduled Club Assembly for that month, then they will be required to report at the next meeting of the Club. Upon retirement all minutes and information should be turned over to the incoming Secretary. It is also encouraged that the Secretary attend District Assembly for training.

It shall be the duty of the treasurer to have custody of all funds, accounting for it to the club annually and at any other time upon demand by the board, and to perform other duties as pertains to the office of treasurer. Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts, or any other club property.

At meetings of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business.

The duties of the Sergeant-at-Arms shall be to set up and break down our designated room for weekly meetings, maintain all related supplies, and other duties as may be prescribed by the President or the Board. It is strongly advised that the Sergeant-at-Arms convene a committee to assist with the above duties.

Annually the President shall appoint a Member as sergeant-at-arms for a one-year term.  The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the Board.

It shall be the duty of the Treasurer to have custody of all funds, accounting for it to the Board at Board Meetings or at any other time upon demand by the Board, reporting to the Club at the next scheduled Club Assembly for that month or if there is not a scheduled Club Assembly for that month, they will be required to report at the next meeting of the Club and performing other duties as pertains to the office of Treasurer. Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts, or any other Club property. It is also encouraged that the Treasurer attend District Assembly for training.

Except as otherwise provided in these bylaws or by law, the act of a majority of directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment and repeal of a bylaw are provided for in Article Fourteen of these bylaws.

Annually the President shall appoint a Past President of Buckhead Rotary as Archivist for a one-year term. It shall be the duty of the Archivist to determine and maintain a calendar of the regulatory filings required of the Club, including but not limited to the annual State and Federal tax returns, and the annual corporate registration. In the absence of other arrangements, the Archivist will serve as the Registered Agent of the Club. The Archivist is not responsible for performing any of the regulatory requirements, only to notify and follow up with the appropriate Club officer. The Archivist shall also develop the retention schedule for all Club documents and maintain all files. All archived documents shall be marked with a “permanent” or a “destroy” date, based on the Retention schedule.

The duties of the Sergeant-At-Arms shall be such as are usually prescribed for such office and other duties as may be prescribed by the president or the board. The duties are as follows, but not limited to Ð Prayer, Leading the Pledge of Allegiance, Leading the 4-Way Test, Recognizing Member Milestones both personally and with Rotary, Sympathy information, Inspirational items, Sunshine Dollars and set-up for the weekly Club meetings. It is also encouraged that the Sergeant-At-Arms attend District Assembly for training.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by not less than a majority of the members of the Board of Directors then in office. Such consent shall have the same force and effect as an affirmative vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book.

The Board may retain a bookkeeper to maintain the club's books of account, and other assigned duties, all in conformance with Article 2, Section 3 of these By Laws. The Bookkeeper's duties include assuring that any required checks are promptly requested from the Treasurer who will prepare, sign, and mail them; keeping the membership and attendance records and respond to members questions; sending out notices of Club and Board meetings; reporting as required to Rotary International, including the semi annual reports of membership and January 1 and July 1 of each year, including the calculation of per capita dues for all members and prorata dues for Active members who have been elected to membership in the club since the start of the July or January semiannual reporting period; reporting changes in membership; provide the monthly attendance report which must be made to the District Governor within 15 days of the last meeting of the month; and posting all required information to the web site. The bookkeeper will also manage subscriptions to the Rotary International official magazine; and perform other non-fiscal, clerical functions as may be assigned by the Board from time to time.

Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

The Board in its discretion may elect from time to time such additional officers as it may deem appropriate or advisors with such duties as the Board shall prescribe. Any such additional officer positions created may at any time be terminated by the Board.

A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted. other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

An annual meeting of this Club shall be held at the first regular meeting in December, or at such other meeting of the Club as the Board may elect, at which time the election of officers and Directors to serve for the ensuing Club year shall take place.

The Directors for the Rotary Club of Coweta-Fayette shall serve as leaders within the ClubÕs Òfunctional groupingÓ committee structure as defined in Section 2 of this Article. The Directors may establish any other committee leadership position that the Club deems necessary. Said Directors shall be elected as specified in Article 3 of these By-Laws.

An annual meeting of this club shall be held before December 15th each year, at which time the election of officers and directors to serve for the ensuing year shall take place. (Note: Article 5, section 2 of the Standard Rotary Club Constitution provides that “An annual meeting for the election of officers shall be held not later than 31 December...”)

The day to day activities of the Executive Office Manager shall be under the direct supervision of the governor. To assure continuity, responsibility for decisions regarding staffing, salaries, location, administration, major purchases and general continuing oversight shall be vested in the District Planning and Advisory Committee.

All per capita dues and other remittances shall be remitted to the District Treasurer where they shall be recorded and deposited appropriately. Copies of contracts, purchase orders and invoices shall be maintained electronically.

The District Governor will provide the Executive Office Manager with an updated job description prior to the start of the Rotary year that may include but is not limited to the following tasks:

• Update Rotary Club Central with notes from official club visits
• Schedule, setup and invite district committee meetings including meeting agendas:
  • Monthly – G-line, AG Check-In, Conference
  • Quarterly - Planning & Advisory, Finance, Membership, Public Image, Foundation
  • Annual – Resolutions, Nominations
• Take and file committee meeting minutes electronically including recordings of online meetings
• Maintain an electronic filing system for record keeping
• Complete administrative tasks like making copies, mailing, creating labels, building presentations as required by the DG or other district officers
• Order name badges, awards, banners and give aways as needed for events
• Assist the District Treasurer in handling check requests and managing expenses

Whenever these bylaws require notice to be given, the notice shall be given in accordance with this Section 5.1. Notice under these bylaws shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, e-mail, or other form of wire or wireless or electronic communication, or by mail or private carrier. Written notice, if in a comprehensible form, is effective at the earliest of the following:

1. When received or when delivered, properly addressed, to the addressee's last known principal place of business or residence;
2. Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. On the date shown as a "read receipt" if an email format is chosen.

Oral notice is effective when communicated if communicated in a comprehensible manner. In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

It shall be the duty of the President to preside at meetings of the board and to perform other duties as ordinarily pertain to the office of President, including but not limited to the appointing of committee chairs. By action of the Club's board, the Foundation President is an ex officio Director of the Club's board.

The Club shall hold a minimum of two (2) assemblies, one (1) each in July and January of the current year, which shall serve the purposes of semi-annual meetings to inform the Members of official Club business, establishment of Club goals and objectives for the current year, and a progress report of said goals and objectives. Additional assemblies may be held at the discretion of the President or the Board.

The regular weekly meetings of the Club shall be held on Monday at 12:15 PM, the meeting place to be arranged by the Board of Directors. Due notice of any changes in or canceling of the regular meeting shall be given to all Members of the Club. All Members excepting honorary Members (and Members excused pursuant to the Leave of Absence Article of these bylaws) in good standing in this Club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the Member’s being present for at least sixty percent of the time devoted to the regular meeting, either at this Club or at any other Rotary Club, or as otherwise provided in the standard Rotary Club constitution, article 9, sections 1 and 2.

Each Club Director shall serve as the Director of one of the following functional areas: Membership, Community Service Projects, New Generations, Rotary Foundation, International Service Projects, Public Relations and Club Administration. A set of committees will be established within each of these functional areas as designated by the Directors as appropriate to accomplish the goals and objectives of the Club and Rotary International.

The regular weekly meetings of this club shall be held on Wednesday at 7:00 AM. Due notice of any changes in or canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused pursuant to article 8, sections 3 and 4 of the Standard Rotary Club Constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member’s being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the Standard Rotary Club Constitution, article 8, sections 1 and 2.

A director may waive any notice before or after the date and time stated in the notice. Except as provided herein, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

It shall be the duty of the Secretary to keep a record of attendance at meetings; record and electronically preserve the minutes of such meetings; report as required to the Club; and perform other duties as usually pertain to the office of Secretary.

The regular weekly meetings of this Club shall be on Wednesday at 12:15 p.m. Due notice of any changes in or canceling of the regular meeting shall be given to all Members of the Club. All Members excepting an honorary in good standing in this Club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the Member being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this Club or at any other Rotary Club, or as otherwise provided in the standard Rotary Club Constitution, Article 8, Sections 1 and 2.

One-third of the Membership shall constitute a quorum at the annual and regular meetings of this Club. If one-third of Members shall not be present or represented at any meeting of the Members, the Members entitled to vote there at, present in person, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of Members shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally called. The Members at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members.

One-third of the membership shall constitute a quorum at the annual and regular meetings of this club.

It shall be the duty of the Treasurer to have custody of all funds, accounting for them to the board quarterly and at any other time as requested by the board, to prepare annual tax information for the Foundation's tax accountant, and to perform other duties as pertains to the office of Treasurer. Upon retirement from office, the Treasurer shall turn over to the incoming Treasurer or to the President, all funds, books of account, and any other Foundation property.

One-third of the membership shall constitute a quorum at the assemblies and regular meetings of this Club.

Regular meetings of the Board shall be held on the third Monday of each month or on such other date as the President may select. Special meetings of the Board may be called by the president, whenever deemed necessary, or upon the request of two Directors. Notice of all Board Meetings shall be communicated to each Director at least ten days before such meeting.

The board will meet a minimum of 9 times each year. The Board-elect will meet before May 31 of the previous year and determine a reoccurring day of the month to meet and to set the calendar for next year’s meetings. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) directors, due notice having been given.

Regular meetings of the Board shall be held monthly at a time preceding the regular weekly meetings. Special meetings of the Board shall be called by the President, whenever deemed necessary, or upon the request of two (2) Directors, due notice having been given.

A majority of the Directors shall constitute a quorum of the Board. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting. Participation in such a meeting shall constitute presence in person at the meeting. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at a meeting which was adjourned.

A majority of the Board Members shall constitute a quorum of the board.

A majority of the Directors shall constitute a quorum of the Board.