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BYLAWS OF THE COUNTRY CLUB OF THE SOUTH CHARITY GUILD, INC.

Effective April 14, 2019

Article I – Name

 

The name of this organization shall be The Country Club of the South Charity Guild, Inc.

 

Article II – Purpose

 

The purpose of the Guild shall be exclusively charitable, to raise and distribute monies to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code of the 1986 or the corresponding provisions of any future United States Internal Revenue law.

 

Monies shall be given to organizations for use in the State of Georgia.  These organizations must be active in North Fulton and/or Metro Atlanta.

 

Article III -- Membership

 

Membership is open to adult residents of Country Club of the South and the surrounding communities.  At least 80% of members must be residents of Country Club of the South.

 

Selection I – Membership Categories:

A.  Patron

  1. Shall have donated a minimum of $500 in a calendar year, or any other level of donation as approved by the Board.

  2. Is entitled to attend the Hope Awards presentation to distribute funds that have been raised in the year for which the donation was made.

  3. Is entitled to cast one vote on any issue put before the Guild membership in the subsequent year after which the donation was made.

  4. Is entitled to vote to determine grant recipients for the subsequent year after the donation was made.

  5. Is entitled to serve on the Board.

  6. Member

  7. Shall have donated a minimum of $100 in a calendar year, or any other level of donation as approved by the Board.

  8. Is entitled to cast one vote on any issue put before the Guild membership in the subsequent year after which the donation was made.

  9. Is entitled to vote to determine grant recipients for the subsequent year after the donation was made.

  10. Is entitled to serve on the Board.

 

 

 

Section II – Dues

 

  1. The amount of dues shall be established by recommendation of the Board and approved by the membership.

  1. Beginning in FY-2018, Member dues will be $100.  Patron dues will be $500 and above.

 

  1. Membership dues shall be payable on a yearly basis.  The fiscal year is March 1st to February 28th.

 

Article IV – Voting and Balloting

 

Section I – Voting

 

  1. Each paid membership is entitled to one ballot or one vote per issue.

  2. In order for a vote to take place at a meeting, a quorum is required.

  1.  A quorum is defined as one third (33%) of the general membership.

  1. A vote may take place without a meeting as long as requirements of O.C.G.A. 14-3-704(f) are met.

 

Section II – Balloting

 

  1.  Written ballots distributed to the entire membership are required for bylaw changes, charity selection process, election of officers, and rescinding prior written ballots.

  1.  Written ballots are accounted for.

  2. The quorum for a written ballot is defined in Section 1B under Article IV.

  3. Written ballots require a plurality vote as defined in Robert’s Rules of Order.

  1. Electronic transmission of a vote shall be deemed to be written as long as requirements of O.C.G.A. 14-3-704(f) are met.

 

Article V – Officers

 

Section I – Personnel

 

  1. The Officers of the Guild shall consist of a President, Executive Vice President, Fundraising Vice President, Charities Vice President, Membership Vice President, Technology Vice President, Secretary, and Treasurer.

  2. All of the above officers shall be elected by vote of the Guild members.  All officers of the Guild and all Standing Committee Chairpersons shall automatically become members of the Board at the beginning of the administrative year, which shall run from the date of the March installation and twelve (12) months hence.

 

Section II – Nominations and Elections

 

  1.  The Nominating Committee shall be composed of five members:

  1. Chairperson which is the Membership Vice President

  2. Two members of the Board

  3. Two general members

  1. Membership will be notified of opportunities to serve on the Board via written and electronic publications.  To be considered for Board positions, members may contact the Nominating Committee.

  2. Nominating Committee’s slate of officers will be voted on by the previous Board prior to leaving office.

  3. Officers shall be elected for the term of one year.  All officer positions may serve no more than three consecutive years in the same position.

 

Section III – Duties

 

  1.  President

  1. Shall preside at all meetings of the Guild and the Board and shall supervise duties of officers.

  2. Is ex-officio member of all Committees except Nominating Committee.

  3. Shall approve all bills over 5,000 before payment is made.

  4. Shall file signature with the financial institution in which funds are kept and sign all checks with Treasurer.

  5. Keep the corporate seal and be responsible for its use.

  6. Maintain active status of the corporation with the Georgia Secretary of State’s office.

  7. Shall appoint Chairpersons of Committees.

 

 

  1. Executive Vice President

  1. Shall assume duties of President in absence of President.

  2. Shall sign checks with Treasurer in absence of President.

 

  1. Fundraising Vice President

  1. Shall assume the duties of the President in absence of the President and Executive  Vice President

  2. Establishes fundraising strategy and is in charge of all fundraising activities.

 

  1. Membership Vice President

  1. Shall assume the duties of the President in the absence of the President, Executive Vice President and Fundraising Vice President.

  2. Oversees Membership and Patron solicitation and engagement, including Membership and Patron drives.

  3. Conducts outreach to new CCS residents.

  4. Manages volunteers for Guild events.

 

  1. Charities Vice President

  1. Develops and manages annual grant application process, including vetting of all applicants, review of applications, preparation of ballots and determination of ballot winners.

 

  1. Secretary

  1. Shall keep records of the meetings of the Guild and the Board and distribute such records as requested by the President.

  2. Shall chair Bylaws Committee and, with Committee approved by Board, review Bylaws once each year.

  3. Shall organize meetings of the Board.

  4.  Shall be responsible for Guild correspondence per President of Board and keep a file of correspondence received and sent.

 

  1. Treasurer

  1. Shall collect, hold and payout funds of the Guild as directed by the Board and shall keep accurate books of account which shall be at all times open to inspection by members.

  2. Shall deposit all funds in such financial institutions as recommended by Board.

  3. Shall issue no check over $5,000 without signature of President and/or First Vice President. Shall provide a monthly report of all checks issued to the Executive Committee.

  4. Shall render financial statements at every business meeting of the Guild.

  5. Shall keep tax status up to date and file necessary federal and state tax documents.

 

Article VI – Executive Committee and Board

 

Section I – Executive Committee

 

  1. The Executive Committee shall consist of the President, Executive Vice President, Fundraising Vice President, Membership Vice President, Charities Vice President, Secretary and Treasurer.

  2. Powers of the Executive Committee

  1. The Executive Committee shall make recommendations to the President for Committee Chairs.

  2. The Executive Committee shall make recommendations to the Board regarding the affairs, funds and property of the Guild.

  1. The Executive Committee shall hold regular meetings for the transaction of business during the fiscal year or at special request of the President.

  2. A quorum shall consist of a majority of its members.

 

Section II – Board

 

  1. The Board shall consist of Officers and all Committee Chairpersons.

  2. The Board shall have charge and control of the affairs, funds, and property of the Guild.

  3. The Board shall hold regular meetings for the transactions of business during the fiscal year March 1 through February 28. Special meetings can be called by the President upon the request of three members of the Board.

  4. A quorum of the Board shall consist of a majority of its members.

 

Section III – Vacancies

  1. When an elected office becomes vacant during the term, the Executive Committee shall provide name(s) for replacement(s) to fill the remaining term. Such nominees shall be voted on by the Membership. Majority vote shall constitute appointment.

  2. Vacancies in Committee Chairperson shall be filled by the President.

 

Article VII – Committees

 

Section I – Standing Committees

 

  1. Standing Committees are those representing activities, which further the programming or administration of the Guild. Standing Committees may be created or dissolved as the need indicates by the Executive Board.

  2. Standing Committees may be but are not limited to: Sponsorship, Events, Heart to Heart, and Communications.

  3. Committee Chairpersons shall be appointed by the President.

  4. Committee Chairpersons serve for a period of one year.

  5. Committee Chairpersons may continue in a position upon mutual consent of the Committee Chairperson and incumbent President, and will not be subject to term limits.

  6. Chairpersons shall have discretion to decide how many members will be needed to fulfill the duties of that committee, and to appoint committee members with approval by the Executive Committee. 

  7. Meetings of the various committees shall be called by the Committee Chair when and where the need may arise.

  8. Committee chairperson reports shall be presented to the Executive Board as requested by the President.

 

Article VIII – Meetings of the Guild

 

Section I – General Meetings

 

  1. General membership meetings shall be held as per the decision of the Board, and at a minimum once per year.

  2. Members shall be given prior notice of time, date and place of meetings.

 

 

Article IX – Parliamentary Authority

 

The rules in the current version of Robert’s Rules of Order shall govern the Guild in all cases to which they are applicable except when they are not consistent with these Bylaws.

 

 

Article X – Amendments

 

These Bylaws may be amended as stated in Article IV – Voting and Balloting

 

 

Article XI – Dissolution

 

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the Federal, State or Local government for the public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principle office of the corporation is then located exclusively for such purposes.

 

 

Article XII – Conflict of Interest

 

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.  Actual expenses incurred by Board members while conducting the affairs of the corporation may be paid by the Treasurer, provided that such expenses are authorized in advance by the Executive Committee or the Board.

 

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

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