Bylaws

The Board may make decisions or take action via email or other written assent of not less than the minimum number of Directors that would be necessary to authorize or take such action at a meeting. In such cases a majority of the Board must assent and the decision or action must be recorded in the minutes of the next Board meeting.

Initiation fees, Membership dues, mandatory contributions to the charitable funds, Member and visitor’s meal costs and other charges to the Members shall be as determined from time to time by the Board and documented in the "Fiscal Policies" Article 7. All Members other than honorary Members shall timely pay all applicable dues and assessments. A member who is exempt from paying an initiation fee per the provisions of Article 7, below (other than a former or transferring Rotarian) will be charged only for meals, an amount equal to the per capita RI and District dues, and the mandatory charitable contributions for a maximum period of three years, or until age thirty-five, whichever first occurs, after which time said member shall pay full dues and assessments. For new Members, the dues for the current quarter shall be prorated on a monthly basis beginning with the first day of the month following induction. The Fire and Police members will not be charged as outlined in Article 7, Section 2.

An annual meeting of this club shall be held on or prior to the last regular meeting date in November, at which time the Election of Officers and Directors to serve for the ensuing year shall take place, in accordance with Article 3, Section 1 of these By-Laws.

The admission fee shall be $250.00 to be paid before the applicant can qualify as a member.

Committees, not having and exercising the authority of the Board of Directors in the management of the corporation, may be designated by a resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution or in these bylaws, the chair of each such committee shall be appointed by the chair of the corporation and the members of such committee shall be appointed by the chair of the committee. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal. The Board of Directors may discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors on matters relating to the business and affairs of the corporation; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the corporation or these bylaws, as may be prescribed for it by the Board of Directors. Appointments to and the filling of vacancies on any such other committees shall be made by the chair of the committee, unless the Board of Directors otherwise provides. Any action by each such committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby.

Meetings of the board shall be held at least quarterly and additionally as called by the President. At the June meeting the election of Officers and Trustees to serve for the ensuing year shall take place. The September meeting agenda will include approval of the fiscal year financial statements and approval of the tax data to be submitted to the tax accountant of the Foundation. The December agenda will include approval of the tax return. The March agenda will include Trustee and Officer nominations as required.

The admission fee shall be $300.00 to be paid as part of the first payment of dues made by a newly-inducted Member.

Each year, absent action from the Board, the quarterly dues and meal amount will be increased by 3% and rounded to the nearest even dollar amount.

The regular weekly meeting shall be held at a date and time determined by the Board of Directors and ratified by majority vote of the members present and voting at a meeting called for that purpose, upon reasonable notice. 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 by the Board of Directors of this Club, pursuant to Article VII, Section 3 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 memberÕs 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. Club members, age 65 or older, may elect to seek ÒRule of 85Ó (the aggregate of the memberÕs age and years of membership in one or more Clubs) status and ask, in writing, to be excused from attendance requirements by the Board of Directors.

The membership dues shall be $940.00 per annum, payable quarterly with the understanding that a portion of each quarterly payment shall be applied to each member’s subscription to the RI official magazine.

Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.

A majority of the Trustees shall constitute a quorum of the board.

The membership dues shall be approximately $375.00 per quarter, due and payable on the first day of July, October, January and April, with the understanding that a portion of each quarterly payment shall be applied to each Member’s subscription to the RJ official magazine.

• Rule of 85: $128.00/Quarter plus cost of meals when eating – dues are full member dues minus the cost of meals
• Rule of 85: age plus time in Rotary equals 85 with a minimum of 20 years of service to Rotary
• An Associate Member is still an Active Member and an integral part of our club, meaning they attend social and project activities when they can, they attend in person and pay for meals at the door when they can, they participate in club operations in some form, and they attend regular meetings on Zoom about 80% of the time.  An Associate Member pays a Room/Technology Fee to help cover the club’s costs to provide a meeting place and to provide Zoom services of $50/quarter.

Fifty percent (50%) plus one (1) of the membership shall constitute a quorum at the annual and regular meetings of this Club.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.

Dues shall be subject to annual review by the board.

Regular meetings of the Board shall be held monthly as determined by the Board. Special meetings of the board shall be called by the President, whenever deemed necessary, or upon the request of two (2) members of the Board of Directors, due notice having been given.

Seven (7) of the thirteen (13) of the Board of Directors shall constitute a quorum of the Board.

The mandatory quarterly billing of the Rotary Club of Buckhead (Atlanta) includes Membership dues of $160, meal expenses of $225, and the mandatory charitable contributions of $100 to the Club’s charities and $25 to the Rotary International Foundation. The Fire and Police officers listed in Article 13 shall not be charged for any of these items. The individual Member is personally responsible for the prompt payment of the billing. New Members of the Club who are new to Rotary pay an initiation fee of $500 before their induction. New Members are invited to attend the Annual District Conference during their first year at Club expense up to a maximum of $500. Notwithstanding the foregoing, a New Member of the Club who is

1. a former or transferring Rotarian in good standing from this or another Club, or
2. a former member of Rotaract (within the prior two years), or
3. under the age of thirty-five, or
4. the current Fire or Police representative per Article 13

is not required to pay an initiation fee and is not entitled to any District Conference expense reimbursement.  As provided in the "Fees, Dues and Contributions" Article 6, all of the aforesaid amounts may be revised from time to time by the Board.

An annual meeting of this club shall be held on or before the last regular meeting in December, at which time the election of officers to serve for the ensuing year shall take place.

All membership fees and dues to be assessed from the members shall be determined periodically by the Board of Directors based on predicted expenses and pragmatic economic principles.

Donors may make gifts to the corporation by naming or otherwise identifying the corporation, whether or not a trustee, custodian, or agent is designated to receive or have custody of the property contributed. Gifts shall vest in the corporation upon receipt and acceptance by it (whether signified by an employee, or agent of the corporation).

Prior to the beginning of each fiscal year, the board shall accept a listing of charitable projects of interest to the members of the Club and approve a Club Charitable Fund (CCF) Budget containing the planned charitable contributions for the following year but reserving the right to reject any requested contributions.

The business of this Club, including election of Officers, shall be transacted by viva voce vote. The Board may determine that a specific resolution be considered by email vote rather than by viva voce vote.

In addition to his/her RI dues, each Member, except honorary Members, shall pay for meals on a quarterly basis in advance. Certain members who were granted exemption from paying for meals in advance (Meals Exempt) will maintain that exemption, but no new exemptions will be authorized after the effective date of this amendment (8/16/2021).  Except for the currently serving Fire and Police officers listed in 4 and 5 of Section 1 who pay nothing for meals, any Member excused from quarterly payment for meals shall pay for any meal eaten at the rate then applicable. The fee for members who are meals exempt is equal to the guest fee, currently $30. 

The regular weekly meetings of this club shall be held on Thursday starting 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 member (or member excused by the board of directors of this club, pursuant to Article 9, sections 1, 2, and 3 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.

Club membership fees will include an admission fee to be paid before the applicant can qualify as a new member. Rotarians, in good standing, transferring membership from another Club shall be exempt from the admission fee.

The corporation may enter into agreements with trustees, custodians, or agents having custody of funds of the corporation, specifying additional terms of such custody.

The Treasurer shall deposit all Foundation funds into a bank named by the board. One signature is required for the checking account, and the President and the Treasurer shall be signatories. Sufficient funds shall be maintained to fund normal operations, and all surplus funds shall be invested in the Foundation's investment accounts at any board-approved financial institutions. Any withdrawals from the investment accounts shall require the signature of both the Treasurer and the President. Transfers between existing bank or investment account can be made by either the Treasurer or President by phone or other electronic means. Opening of new investment or bank accounts or new investment vehicles recommended by the Treasurer shall require the approval of the board.

Members will be billed quarterly for dues, meals and mandatory and voluntary contributions. Payments are due on January 1, April 1, July 1, and October 1. The Treasurer will prepare and mail bills about mid-month of the month prior to the due date.

This club shall follow the attendance rules set forth in the standard Rotary club constitution.

By making a gift to the corporation, each donor accepts and agrees to all the terms of the articles of incorporation of the corporation and these bylaws, and provides that the fund or funds so created shall be subject to the provisions relating to presumption of donors' intent, to modification of restrictions or conditions, to replacement or removal of participating trustees, custodians, or agents, to amendments and termination, to spending policies and rates from time to time in effect, and to all other terms of the articles of incorporation and bylaws of the corporation, and any trust, custodian or agency agreement between the corporation and the trustees, custodians, or agents having custody of the funds of the corporation each as from time to time amended.

The Foundation's investments shall be made pursuant to the Investment Policy Statement, attached to these Bylaws.

A late charge of 10% of the dues and meals amounts billed will be assessed against all accounts not paid within 30 days of the due date.

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

If a gift is made to a trustee in trust to make income or other payments to the corporation, followed by payments to any individuals or for other non-charitable purposes, it shall not be treated as a component fund of the corporation; and only the payments to the corporation shall be regarded as funds of the corporation, subject to the articles of incorporation and these bylaws, and then only when the corporation becomes entitled to their use. If a gift is made to a trustee in trust to make income or other payments for a period of a life or lives in being or a term of years, to any individuals or for other non-charitable purposes, followed by payments to or for the use of the corporation, it shall not be treated as a component fund of the corporation until all such non-charitable interests expire, at which time the fund shall become a component fund of the corporation. The Board of Directors may take such actions as it from time to time deems necessary or desirable to further the corporation's rights or interests in any split-interest funds, whether or not component funds of the corporation, and to protect its right to receive payments from such funds.

All bills shall be paid by the Treasurer as they come due. All donations to charities on the approved Club Charity Fund budget shall be made when requested by the appropriate Club Director. During the Year, any requested changes to the charitable donations shall be subject to approval by the board. Operating expenses of the Foundation up to $2000 each may be paid at the sole discretion of the Treasurer; except that any amount of expenses related to the annual Ball and Auction function can be paid upon request of the Club's Ball Committee with the approval of the Treasurer.

The Treasurer will remind Members by phone, mail, or email of unpaid accounts 30 days past due, and of the late charges being assessed. At 45 days past due, Members will be contacted by phone or in person by the Immediate Past President. They will be notified that their Membership will be terminated if their balance remains unpaid 60 days after the due date. They will also be advised that a credit card must be added to their online account or they must set up “Autopay” at the time of fulfillment of their outstanding balance if they are to maintain their membership.  If the member turns off “Autopay” for future invoices, unpaid accounts 30 days past due will be charged to the credit card on file for the outstanding balance. The president or treasurer can request the Board’s approval for exceptions and accommodations, which shall not be greater than 90 days after the due date.  The Officers may approve an extension of up to 90 days or, with a written and signed payment schedule, a longer period.

Regular meetings of the board shall be held, usually monthly. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two (2) members of the board, due notice having been given.

Any donor may, with respect to a gift made by such donor to the corporation and within such limits of policy as the corporation from time to time may declare in writing, give directions in the instrument of gift or transfer as to (a) field of charitable purposes or particular charitable organizations or purposes to be supported, (b) manner of distribution, including amounts, times, and conditions of payments and whether from principal and/or income, and (c) a name as a memorial or otherwise for a fund given, or addition to a fund previously held, or anonymity for the gift.

A former Member who resigned in good standing may apply for membership through the normal process, and is subject to classification requirements. If a former Member rejoins within two years of his resignation, no indoctrination or induction will be required.

A majority of the board members shall constitute a quorum of the board.

No gift shall be required separately to be invested or held, unless it is necessary in order to follow any other direction by the donor as to purpose, or in order to prevent tax disqualification, or it is required by law. In the absence of contrary instructions from the donor, directions for naming a fund as a memorial or otherwise may be satisfied either by keeping under such name accounts reflecting appropriately the interest of such fund in each common investment or in the trust as a whole or by commingling the funds with other funds, but referring in the corporation's documentation to the name designated by the donor of the gift at the time it was received by the corporation.

The Treasurer shall write checks or otherwise disburse Club funds to pay for approved budget items upon either the written request of a Member or upon the submission of a receipt for an expense.

Each fund of the corporation shall be presumed to be intended

(a) to be used only for charitable purposes,

(b) to be productive of a reasonable rate of investment return over a reasonable period of time which (except during the period referred to in Section 4 of this Article Seven) is to be distributed in accordance with such policies as the Board of Directors may prescribe from time to time or, if accumulated, is to be accumulated only in a reasonable amount and for a reasonable period for a charitable purpose or purposes, and

(c) to be used only for such of those purposes and in such manner as not to disqualify the gift from deduction as a charitable contribution, gift, or bequest in computing any federal income, gift, or estate tax of the donor or his or her estate and not to disqualify the corporation from exemption from federal income tax as a qualified charitable organization described in sections 501(c)(3) and 509(a)(1) of the Internal Revenue Code, and shall not be otherwise applied.

If a direction by the donor, however expressed, would, if followed, result in use contrary to the intent so presumed, or if the Board of Directors is advised by counsel that there is substantial risk of such result, the directions shall not be followed, but shall be varied by the Board of Directors so far as necessary to avoid such result. However, if the donor has clearly stated that compliance with the direction is a condition of the gift, then the gift shall not be accepted unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses. For purposes of these bylaws, “charitable purposes” include charitable, educational, religious, scientific, literary, cultural, civic, public and other purposes contributions for which are deductible under section 170(c)(1) or (2), section 2055(a)(1) or (2), or section 2522(a)(1) or (2) of the Internal Revenue Code; and “qualified charitable organization” means an organization which is described in section 170(c)(1) or (2), section 2055(a)(1) or (2), or section 2522(a)(1) or (2) of the Internal Revenue Code.

Notwithstanding any provision in these bylaws or in any instrument of transfer creating or adding to a fund of this corporation, and in accordance with the articles of incorporation of this corporation, the Board of Directors shall have the power to modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specific organizations, if in the sole judgment of the Board of Directors (without the necessity of the approval of any participating trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the world. The Board of Directors shall exercise this power by the affirmative vote of a majority of all the directors then in office.

In furtherance of the corporation's charitable purposes and functions, the Board of Directors shall have the authority to cause to be formed, or to enter into relationships with, other organizations described in section 501(c)(3) of the Internal Revenue Code, including organizations operated for the benefit of and to carry out the purposes of the corporation. In such event, the corporation shall exercise such supervision and control over any such organization operated for the benefit of and to carry out the purposes of the corporation as may be necessary to qualify it as an organization described in section 509(a)(3) of the Internal Revenue Code, and the regulations thereunder.

The president shall be ex officio a Member of all club committees and, as such, shall have all the privileges of Membership thereon.

An admission fee shall be paid before the applicant can qualify as a member, except as provided for in the standard Rotary club constitution, Article 11. This fee shall be set by the board as necessary.

The business of this Club shall be transacted by voice vote. The Board of Directors may determine that a specific resolution be considered by ballot rather than voice vote.