Bylaws

The Board of Directors, or such committee of directors as the Board of Directors may designate, not less frequently than annually, shall (a) determine all distributions to be made from net income and principal of the corporation (including funds held by trustees, custodians, or agents of the corporation) pursuant to provisions of the articles of incorporation, these bylaws, and the donors' directions if and to the extent applicable as provided herein; (b) make, or authorize and direct the respective trustees, custodians, or agents having custody of funds of the corporation to make, payments to organizations or persons to whom payments are to be made, in such amounts and at such times and with such accompanying restrictions, if any, as it deems necessary to assure use for the charitable purposes and in the manner intended; and (c) determine all disbursements to be made for administrative expenses incurred by the corporation and direct the respective trustees, custodians, or agents having custody of funds of the corporation as to payments thereof and funds to be charged.

The Four Avenues of Service are the philosophical and practical framework for the work of this Rotary Club. They are Club Service, Vocational Service, Community Service, and International Service. This Club will be active in each of the Four Avenues of Service.

Each club committee shall transact its business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been submitted to and approved by the Board.

The membership dues shall be paid quarterly on the first day of July, October, January and April with the understanding that a portion of each semiannual payment in July and January shall be applied to each member’s subscription to The Rotarian magazine. The dues amount shall be set by the board as necessary.

Committees and the Board of Directors may make special arrangements, on an occasional or special circumstance basis, to take votes via Electronic means (e-mail, telephone voice mail, etc.).

All such determinations shall be made by the affirmative vote of a majority of directors present at a meeting duly called at which a quorum is present, or by the committee of directors charged with the responsibility for such determinations, unless otherwise expressly provided in these bylaws or by direction of the donor as a condition of the gift (which is subject, nevertheless, to the power to modify as provided in Article Seven).

Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the club committee, and shall report to the Board on all committee activities.

A social or activity fee shall be charged quarterly to each member. This fee will be set by the board as necessary.

Determinations may be made to distribute capital from funds given without directions as to principal or income, as well as pursuant to directions expressly permitting use of principal; but the Board of Directors shall inform the trustee, custodian, or agent having custody of the funds of the corporation as far in advance as the Board of Directors deems practicable so as to permit the trustee, custodian, or agent to adjust its investment policies accordingly, and may, upon advice from the trustee, custodian, or agent as to how the desired distribution and any necessary liquidation of investment can be accomplished most economically, adjust its directions for distributions so far as it deems practicable accordingly.

The Board of Directors shall gather and analyze facts and conduct such investigation and research as from time to time may be necessary or desirable in order to determine the most effective agencies and means for carrying out the charitable purposes and functions of the corporation, and may direct disbursements for such fact gathering and analysis, investigation, and research from funds given for such purposes or from funds given without designation as to purpose. Disbursements for other proper administrative expenses incurred by the Board of Directors, including salaries for such professional and other assistance as it from time to time deems necessary or desirable, shall be directed to be paid so far as possible, first from any funds designated for such purposes, and any balance out of income of the funds of the corporation or such of its principal as is not specifically restricted against such use.

In furtherance of the charitable purposes and functions of the corporation, when needs therefore have been determined and with appropriate provisions to assure use solely for such purposes, the Board of Directors may direct distributions to such persons, organizations, governments, or governmental agencies as in the opinion of the Board of Directors can best carry out such purposes and functions or help create new qualified charitable organizations to carry out such purposes and functions.

Anything in these bylaws to the contrary notwithstanding, the following principles shall govern all distributions from unrestricted endowment funds of the corporation:

(a) Charitable needs for which such distributions may be made shall include the following: (i) improvement of public education at all levels; (ii) human services, including an emphasis on children, families, and the aged; (iii) environmental initiatives; (iv) medical and hospice care; and (v) economic development and revitalization.

(b) Such distributions shall not include the following: (i) loans or loan guarantees; (ii) grants or scholarships to individuals; (iii) distributions for political, campaign, or propaganda purposes; or (iv) distributions for religious purposes.

(c) Challenge or matching grants shall be encouraged.

(d) Distributions may be made to support charitable operations, to pay for operational expenses, and/or to support capital improvements and pay capital expenses.

Independent professional managers shall be selected by the Board of Directors to manage and invest the assets of the corporation in accordance with such investment policies and guidelines as the Board of Directors of the corporation may adopt from time to time. Such investment managers shall be institutions of national size, stature, and capability, selected on the basis of performance record and fees. Except in the case of interests in local businesses contributed to the corporation, the assets of the corporation shall not be invested in local businesses, as determined by the Board of Directors of the corporation.

This committee should develop and implement a comprehensive plan for the recruitment and retention of Members.

This committee should develop and implement a comprehensive plan for the recruitment and retention of members.

No director of the corporation, or any family member of such director, or any corporation, partnership, association, trust or other entity in which such director, or family member of such director, serves as a director, partner or trustee, or has a financial interest, shall be permitted to enter into any contract or transaction with the corporation unless:

(a) Such director discloses to the Board of Directors of the corporation the material facts as to his or her or his or her family member's relationship with or interest in the entity proposing to enter into the contract or transaction with the corporation, and the Board of Directors authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors (even though the disinterested directors may constitute less than a quorum); and

(b) The contract or transaction is fair to the corporation.

The following Policies are attached but are not part of these Bylaws:

1. Development Director Responsibilities
2. Treasurer Responsibilities
3. Secretary Responsibilities
4. Investment Policy Statement
5. Charitable Giving Policy
6. Otis Jackson Scholarship Policy
7. Internal Control Procedures

Link to Word document

Club Committees are charged with carrying out the annual and long-range goals of the Club, based on the Four Avenues of Service. The President-Elect, President and Immediate Past-President should work together to ensure continuity of leadership and succession of planning. When feasible, Committee Members should be appointed to the same committee for a minimum of two (2) years to ensure consistency. The President-Elect is responsible for appointing a Director to chair each standing committee, and each Director is responsible for appointing

• Membership - This committee should develop and implement a comprehensive plan for the recruitment and retention of Members.
• Club Public Relations - This committee should develop and implement plans to provide the public with information about Rotary and to promote the Club’s service projects and activities.
• Club Administration - This committee should conduct activities associated with the effective operation of the Club.
• Local Service Projects - This committee should develop and implement local projects that are in alignment with the seven (7) areas for focus determined by Rotary International: (1) promoting peace, (2) fighting disease, (3) providing clean water, (4) saving mothers and children, (5) supporting education, (6) growing local economies. And (7) The Environment.
• International Service Projects - This committee should develop and implement international projects that are in alignment with the seven (7) areas for focus determined by Rotary International: (1) promoting peace, (2) fighting disease, (3) providing clean water, (4) saving mothers and children, (5) supporting education, (6) growing local economies and The Environment. .
• The Rotary Foundation - This committee should develop and implement plans to support The Rotary Foundation through both financial contributions and program participation.

Additional sub-committees may be appointed, as needed. The President shall be ex officio a Member of all committees and, as such, shall have all the privileges of membership therein. Each committee shall transact its business, as is delegated to it in these Bylaws, and such additional business, as may be referred to it by the President or the Board. Except where special authority is given by the Board, such committees shall not take action until a report has been made and approved by the Board. Each Director shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the Board on all committee activities.

This committee should develop and implement plans to provide the Membership and the public with information about Rotary and to promote the Club and its service projects and activities.

This committee should develop and implement plans to provide the public with information about Rotary and to promote the club’s service projects and activities.

Factors to be considered in determining whether the contract or transaction is “fair” to the corporation include an examination of the following:

(a) The price and terms of the contract or transaction (the price and terms of the contract or transaction may vary, but must be on a level which the Board of Directors would accept in an arm's-length negotiation, in light of the knowledge that the Board of Directors would reasonably have acquired in the course of such negotiation); and

(b) Whether the Board of Directors would reasonably determine that the contract or transaction was in the best interests of the corporation.

The following documents which provide background or support for the Bylaws are attached for information:

1. Articles of Incorporation of the Buckhead Rotary Foundation, Inc.
2. IRS 501(c)(3) Determination Letter
3. Collection and Agency Agreements with Rotary Club of Buckhead, The Rotary Foundation, and the Georgia Rotary Student Program Endowment Fund
4. Letter of instruction to Investment Firm(s)
5. List of Benefactors
6. Recognition of Donations
7. Naming of Giving Levels
8. Appendix A: Otis Jackson Scholarships

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This committee should develop and implement plans to boost Member engagement and involvement with the Club.

This committee should conduct activities associated with the effective operation of the club.

If a director of the corporation, or any family member of such director, or any corporation, partnership, association, trust or other entity in which such director, or family member of such director serves as a director, partner or trustee, or has a financial interest, enters into any contract or transaction with the corporation without complying with the requirements described above, the Board of Directors may, at its sole discretion:

(a) Void the contract or transaction in its entirety and recover from such director any damages and expenses suffered or incurred by the corporation as a result of the contract or transaction; or

(b) Modify the price and terms of the contract or transaction so that the corporation receives a price and terms comparable to what the corporation would receive in an arm's-length negotiation.

This committee should conduct activities associated with the effective operation of the Club.

This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of its community and communities in other countries.

This committee should conduct activities associated with the social activities of the Club.

This committee should develop and implement plans to support the Rotary Foundation through both financial contributions and program participation.

This committee should develop and implement educational, humanitarian, and vocational projects that address the needs of the Club’s community and communities in other countries.

This committee will develop and implement plans to support The Rotary Foundation, the Buckhead Rotary Foundation, the Georgia Rotary Student Program, and such other causes the Club choose to support.

This committee, chaired by the president-elect, shall consist of the president, past president, president-elect, secretary and treasurer, and such additional Members as the Board shall appoint. The committee will meet quarterly during the year to develop an annual plan and budget for the upcoming plan year, to be submitted to the Board for approval no later than 60 days prior to the beginning of the upcoming Club year. The annual plan will include annual and longer term goals and strategies to guide the Club, as well as key committee appointments. Approximately every five years, the long range planning committee will also develop a five year plan for the Club.

The Board may from time to time authorize the appointment of other committees having such duties, authority and responsibility as the Board may determine.

Pursuant to the terms agreed by the Rotary Club of Buckhead, the Otis Jackson Scholarship Trust, and the Buckhead Rotary Foundation as a requisite of the merger of the Otis Jackson Trust Fund and the Buckhead Rotary Foundation, the Rotary Club of Buckhead permanently amends its By Laws to maintain a Permanent Otis Jackson Committee, not subject to any otherwise specified committee requirements. This Committee shall elect its own chair, and shall consist of not less than three members of the Rotary Club of Buckhead. selected by the Committee and approved by the Club President. It is a hybrid committee with club members under the authority of the Buckhead Rotary Foundation.

The Otis Jackson Scholarship Committee shall: a) Be responsible for preparing the annual scholarship application, and coordination of applications from eligible Oglethorpe University students. b) Be responsible for reviewing all applications and conducting interviews of the finalists and select the annual scholarship recipient, subject to the approval of the Trustees of the Buckhead Rotary Foundation. The applications, selection and award must be made within the terms contained in the Articles of Incorporation of the Buckhead Rotary Foundation. These include the selection criteria of the applicant's character, leadership, scholarship, and athletic ability. c) Be responsible for maintaining contact with the Otis Jackson scholars throughout the year, and seek to increase the scholar's participation in club activities, meetings, and social functions. d) Continue to update and report to the club on the status of the scholarship program to assure that it continues to be promoted as one of the club's signature programs. e) Maintain regular communications with Oglethorpe University, the Rotary Club of Buckhead, and the Buckhead Rotary Foundation.

Additional ad hoc committees may be appointed as needed. The president shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership thereon. Each committee shall transact business as is delegated to it in these bylaws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action until a report has been made and approved by the board. Each chair shall be responsible for regular meetings and activities of the committee, shall supervise and coordinate the work of the committee, and shall report to the board on all committee activities. (Note: The above committee structure is in harmony with both the District Leadership Plan and the Club Leadership Plan. Clubs have the discretion to create any committees that are required to effectively meet its service and fellowship needs. A sample listing of such optional committees is found in the Club Committee Manual. A club may develop a different committee structure as needed.)

The Board of Directors may authorize any agent or agents of the corporation, in addition to the directors so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Such authority must be in writing and may be general or confined to specific instances.

The duties of all committees shall be established and reviewed by the President for His or Her year. In declaring the duties of each, the President shall make reference to appropriate RI materials. The Service Project Committees will consider vocational service, community service and international service avenues when developing plans for the year. Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the President-Elect to provide the necessary leadership to prepare a recommendation for Club Committees, mandates, goals and plans for presentation to the Board in advance of the commencement of the year, as noted above.

The duties of all committees shall be established and reviewed by the president for his or her year. In declaring the duties of each, the president shall reference appropriate RI materials. The service projects committee will consider the Avenues of Vocational Service, Community Service, and New Generations when developing plans for the year.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such director or directors, agent or agents, of the corporation and in such other manner as may from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the chair of the corporation.

Each committee shall have a specific mandate, clearly defined goals, and action plans established by the beginning of each year for implementation during the course of the year. It shall be the primary responsibility of the president-elect to provide the necessary leadership to prepare a recommendation for club committees, mandates, goals, and plans for presentation to the board in advance of the commencement of the year as noted above.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Upon written application to the Board, setting forth good and sufficient cause, leave of absence may be granted excusing a Member for no longer than twelve months from attending the meetings of the Club and/or from paying for meals in advance. Excused Members must continue to pay their regular mandatory quarterly billing as described in the Dues section of the Fiscal Policies article of these bylaws. The excused Member’s attendance must be recorded as excused and that Member excluded entirely from the computation of the attendance record of the Club.

In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the corporation against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him or her in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.

Upon written application to the Board, setting forth good and sufficient cause (i.e. declining health, financial difficulty and family crisis), leaves of absence may be granted excusing a Member from attending the meetings of the Club for a specified length of time, not to exceed one year. A member’s dues payments must be up-to-date before such a request may be granted be granted.

The indemnification provided in Section 12.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Prior to the beginning of each Club year, the treasurer, working with the president-elect, long range planning committee, officers and committee chairs, shall prepare budgets of estimated income and expenditures for the Club year for submission to the Board no later than 60 days prior to the beginning of the Club year. Upon approval by the Board, these budgets shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board. Separate budgets will be prepared for Club operations and charitable contributions. The vast majority of the Club’s charitable activities being funded through the Buckhead Rotary Foundation, the charitable budget must also be approved by the Buckhead Rotary Foundation Board.

The treasurer shall deposit all funds of the club in a bank named by the board.

Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted excusing the member from attending the meetings of the Club for a specified length of time.

Prior to the beginning of each fiscal year, the board shall prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the board. The budget shall be broken into two separate parts; one in respect of club operations and one in respect of charitable/service operations.