PROPOSED 2024 Club By-Laws
BELOW ARE THE PROPOSED SET OF BYLAWS
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Row Georgia Bylaws
Article I: Purpose
Established in August 2015, Row Georgia (“RGA”) is a not-for-profit, tax exempt 501(c)(3) organization founded to create a vibrant rowing community south of Atlanta. RGA strives to promote the furtherance of rowing among amateurs, more particularly the instruction, improvement, and competition in, and enjoyment of, the art of rowing, and the promotion of a friendly and social spirit among its members. We offer rowing instruction for both youth and masters all year around.
Article II: Location of Office
The principal office of RGA shall be at the boathouse, 3501 TDK Boulevard, Peachtree City GA 30269. RGA’s mailing address may be the address of the current President or Treasurer or the post office box of PO Box 2022, Peachtree City GA 30269.
Article III: Membership
The Membership has a voice in the decisions of RGA as outlined in these Bylaws, and an associated responsibility to support the fundraising and outreach efforts of RGA. Program fees are not sufficient to support the operation and growth of RGA. RGA therefore relies on the support of Members, Members’ family and friends, and the surrounding community, to raise the necessary funds or resources to supply boats and oars, rowing equipment, a boathouse, to pay training fees to coaches, to pay travel expenses for regattas and other RGA Board events, and provide for any other expenses that may be incurred.
Section 1. MEMBERS. Members shall include Voting Members and Non-Voting Members of RGA. Entitlement to vote and other Membership Benefits are determined by the type of Membership held.
Section 2. VOTING MEMBERSHIP. Voting Members shall receive one (1) vote per Annual and Program member. Voting Members include:
At the time of registration as an Annual Member or Program Member, the names of the adults entitled to vote (which is limited to the parents or legal guardians of a youth athlete or a youth athlete who is aged at least eighteen (18) years old) and ONE email address to be used for notice and electronic ballot purposes should be provided. It is the responsibility of the registering Member to notify the Secretary in writing of any changes to the persons entitled to vote and the email address used for notice and electronic ballet purposes.
Section 3. NON-VOTING MEMBERSHIP. Non-Voting Members of RGA are Special Members. Special Membership may be granted by the Board to any persons who are at least eighteen (18) years old and have been active Members of RGA for more than 20 years, or who have made outstanding contributions to RGA and/or the sport of rowing. Membership in this category will require nomination and an election by a two-thirds (⅔) majority of the Board.
Section 4. ELIGIBILITY. To remain in good standing with RGA and eligible for Membership Benefits, Members must:
Section 5. MEMBERSHIP BENEFITS. Subject to any restrictions in these Bylaws, Members are entitled to the following Membership Benefits:
Article IV: Fees and Dues
Section 1. ANNUAL MEMBERSHIP DUES. Annual Membership dues are due by January 1st of each year for uninterrupted membership. Annual dues will run on the calendar year (January 1 to December 31), and will be determined and approved by the Board no later than two (2) months prior to the year end. After July 1 in any given year, a person may register for Annual Membership for the remainder of that calendar year at a rate of fifty percent (50%) of the annual dues for that year.
Section 2: PROGRAM FEES. Program fees must be paid at the season rate, and according to the requirements and schedules of the Board for rowers to be considered current and to be allowed to participate in practice, trips, and regattas. No rower can participate in RGA activities without a completed rower’s application (which may include a registration form, waiver, concussion form, Safe Sport certification, swimming test, and such other documentation as the coach or Board may require.)
Section 3. STORAGE FEES. Priority of storage at the RGA facility is based on the following:
Rack space for shells and other rowing equipment for persons who are not Annual Members will be at a rate set by the Board.
Article V: Meetings
Section 1. ANNUAL MEETING. The Annual Meeting of the Membership shall be held in January of each year, or at such other reasonable date that precedes the commencement of the Spring season. The primary purposes of the meeting shall be (i) to report on the state of RGA and (ii) the election of Directors. The Annual Meeting will include monthly business as a regular Board Meeting.
Section 2. BOARD MEETINGS. The Board will conduct Board meetings each month, as practicable. Per Fayette County guidelines, Board Meetings are open to the public. Board Meetings shall be run in the informal style of the President unless there is any item or matter wherein a Director calls for formal procedure and, if so, then by following Robert’s Rules of Order, newly revised, except when in conflict with the Bylaws, in which case the Bylaws will supersede. Directors may attend and vote in person, by phone or teleconference, or by such other means of real time communications by which all Directors participating in the meeting can hear each other. Proxy voting is not permitted for decisions of the Board. Any action appropriately required or permitted to be taken at a Board Meeting may be taken without a meeting if consent in writing, on paper, by electronic mail or similar electronic communication, setting forth the action so taken, is agreed unanimously by all of the Directors. Such consent shall have the same force and effect as a majority vote at a duly called Board Meeting. The signed consent, or a signed copy, shall be filed with the minutes.
Section 3. SPECIAL MEETINGS. Special Meetings of the Board or the Members may be called in accordance with this section to address specific items of business outside the regular Board Meetings or Annual Member Meeting.
Section 4. PLACE OF MEETINGS. Any Meeting may be held at such place as the President may determine, or the Vice President in the President’s absence, and provided in the notice of Meeting.
Section 5. NOTICE OF MEETINGS. Notice of Member Meetings and Board Meetings shall be given in accordance with this section.
Section 6. ELIGIBILITY TO VOTE. Voting Members must have become Voting Members at least thirty (30) days prior to the Meeting or action requiring determination of members.
Section 7. QUORUM.
Section 8. VOTING. Voting may be conducted by electronic ballot, proxy, or in person. To be counted, electronic ballots or written proxies must be received by the Secretary prior to commencement of the Meeting. For the avoidance of doubt, voting at Member Meetings via telephone, teleconference, or other similar real time electronic communication shall not be allowed. Proxy voting is not permitted for decisions of the Board.
Section 9. STRUCTURE OF MEETINGS. The order of business of Board and Member Meetings shall be as follows:
Call to order
Recap of minutes from previous meeting
Election of Directors (if Annual meeting)
The order of business may be altered or suspended at any meeting by general consensus.
Article VI: Directors
Section 1. SCOPE. The business and affairs of the RGA shall be managed and conducted by its Board. All Board members shall be unpaid, voluntary positions. All matters of governance of RGA in every respect shall be determined by the Board, including without limitation the setting of dues, fees, management of programs, the protection of RGA property and reputation, ensuring compliance with the various safety and government requirements, oversight of employees and any independent contractors, the handling of RGA funds, the overseeing of disciplinary action, and all other matters incident to the successful continuation of RGA into the future in accordance with its objectives. A decision of the Board may be overruled only by a vote of two-thirds of the Members present at a Special Member Meeting called for that purpose on no fewer than ten (10) days’ notice. For the avoidance of doubt, a Director may vote at such Member Meetings as a Member but does not have any additional votes by virtue of their position as Director.
Section 2. NUMBER OF DIRECTORS. The number of Directors constituting the Board shall be six (6) minimum and thirteen (13) maximum, set by the Board. The number of Directors and specific duties may vary, subject to a two-thirds (⅔) vote by the Board. The Board should strive to maintain an odd number of Directors, if possible.
Section 3. BOARD COMPOSITION. The Board shall be composed of Officers (President, Vice President, Secretary, and Treasurer) and Directors At-Large. Per Fayette County regulation, all Officers must be residents of Fayette County. The remainder of the Board shall be made up of a majority of Fayette County residents. From time to time, RGA may be subject to, and will comply with, additional Fayette County requirements regarding the composition of the Board. At the time of nomination and election, Directors shall be Members in good standing with RGA in accordance with Article III, Section 4, above. The President may not also serve as Secretary.
Section 4. ATTENDANCE. Each Director is required to attend all meetings of the Board unless excused by the President. Any Director who misses three (3) consecutive Board meetings without being excused may be asked to resign from the Board. Continued unexcused absence from Board meetings may lead to a vote for removal of said Director.
Section 5. ELECTIONS. Per County regulation, The President will appoint a Nominating Committee consisting of three (3) people from the membership and two (2) from the Board of Directors who will select a list of candidates. These nominations will be in writing and received by the Secretary at least ten (10) days prior to the Annual Membership Meeting established for the election of officers. The elections meeting shall be posted publicly for at least thirty (30) days prior to the election meeting period. Nominations will also be accepted from the floor at the Annual Membership Meeting. The names of all nominees for each office will be entered on a single ballot and submitted to the membership present at the elections meeting. Those nominees for each office getting the greatest number of votes will be deemed to have been elected as the new Board of Directors.
Section 6. TERMS. The term of each Director shall be two (2) years. The terms shall be staggered to provide for consistency of governance. The President and Secretary shall be elected in one election cycle, and the Vice President and Treasurer in the next election cycle.
Section 7. REMOVAL OF DIRECTORS. Upon the vote of two‐thirds (⅔) of the Board of Directors or a majority of the Members eligible to vote, any Director may be recalled and his or her official capacity and responsibility terminated immediately.
Section 8. VACANCIES. If a Director resigns his or her office; is removed from office; is otherwise unable to serve; or an expansion of the size of the Board causes a vacancy, an election will be held according to Section 5 above at the next Member Meeting to fill the vacated office, with the exception of the office of the President. If the office of the President becomes vacant, an existing Director shall fill the office. The Board will then appoint said Director as President by a two-thirds majority to fulfill the unexpired term, and fill said Director’s previous position by election according to Section 5 above.
Section 9. OFFICERS’ DUTIES. The Officers of RGA shall be the President, Vice President, Secretary, and Treasurer. Their responsibilities include:
- Be the principal Executive Director of RGA and shall have the general charge of the business and affairs.
- Preside over all General, Executive, Special and Annual Board Meetings, elections, votes, and generally be the Chief Operating Officer for RGA.
- Interpret the Bylaws and Rules of Order, and settle all disputes as to the meaning of the Bylaws and Rules of Order. Appeal of any interpretation by the President may be made in writing to the Board. A two-thirds (⅔) vote by the Board will be necessary to overturn an interpretation by the President.
- Represent RGA in all official functions with the local community, USRowing, and with individuals and organizations conducting business with RGA.
- Have authority to sign checks and make deposit of funds in absence of, or in addition to, the Treasurer.
- Sign all records and documents where his/her signature is lawfully required in cases where signing and execution is expressly delegated by the Board or by these Bylaws.
- Approve all circulars, communications, correspondence issued, and financial transactions made in the name of RGA and set forth by the direction of the Board.
- Hire and discharge paid personnel with a two-thirds (⅔) majority Board approval, with the exception of Assistant and Part – Time Coaches, where the Head Coach will maintain the sole responsibility for making personnel decisions.
- Negotiating compensation and presenting in writing annual coach contracts to the Board for a vote. A two–thirds (⅔) vote by the Board shall be required to approve coaches contracts.
- Preside over the General, Special, Executive and Annual Board Meetings in the absence of the President.
- Perform the duties of the President in the case of the President’s absence or disability.
- Observe and assist the President with the Presidential duties with the express purpose of providing long term continuity to the RGA Board. The Vice President should ideally be in a position to consider standing for election to the office of President when the President position is vacant.
- Maintain responsibility for the collection and disbursement of the RGA funds.
- Oversee the responsibilities and duties of the Assistant Treasurer
- Prepare and present the financial report monthly at meetings and when requested by the Board.
- Annually prepare and present the budget and seasonally prepare the fee structures for the various programs.
- Maintain correspondence and signatures with all banking and lending institutions.
- Manage and facilitate payroll for the paid personnel.
- Have authority to sign checks.
- Perform other duties that may from time to time be assigned by the Bylaws, the Board, or the President.
- Issue timely notice and provide written agenda to each Director or Member for any General, Executive, Special and Annual Meetings
- Record and file minutes of all meetings. A copy of all minutes shall be made available to any member upon request, and should be distributed to the Board for approval prior to the next meeting.
- Maintain a copy of all records, documents, and correspondence sent or received by RGA during the calendar year, and assure that they are filed with the records of RGA.
- Conduct the general correspondence of RGA.
- Maintain a database of names, mailing addresses, telephone numbers, and email address of the current Board, members, coaches, alumni, and other groups as needed for correspondence.
- Notify Officers and other Directors of their election or appointment within five (5) days of the election.
- Perform other duties that may from time to time be assigned by the Bylaws, Board, or the President.
Section 10. DIRECTORS AT-LARGE DUTIES. There shall be up to nine (9) other Directors At-Large that may be assigned specific duties necessary for RGA administration. These specific duties may vary, but may include and not be limited to:
- Establishing, publishing, and disseminating equipment use rules to the Members
- Working in conjunction with the coaches to make recommendation to the Board as to the purchase or sales of the RGA equipment
- Assisting the Coaches with acquiring and disposing of the RGA equipment as per approval of the Board.
- Maintaining an inventory of RGA equipment in conjunction with the coaches
- Working in conjunction with the coaches to keep equipment in repair in a timely manner
- Organizing and conducting work session on RGA facilities
- Maintaining the physical appearance of the shed, dock, and grounds
- Maintaining and supervising the storage of all RGA equipment
- Assign rack and storage spaces to those that have paid annual dues or storage fees who desire to store rowing equipment in the RGA boatyard under direction of the Board
- Act as a central point of contact for (groups of ) Members who wish to reserve club boats for use in regattas.
- Inspect building, shed, racks and ground of RGA and make recommendations to the Board as to needed repairs.
- Planning and conducting construction of all projects needed and approved by the Board, this include dock additions, rack construction, boathouse build etc.
- Working with the registration vendor to set up a link for registration
- Preparing, distributing, maintaining, providing, delivering and collection of membership applications and as deemed appropriate to prospective, new and established members and rowers/coxswains
- Answering questions regarding Membership
- Providing Board and coaches with rosters
- Maintaining and supervising the RGA roster and distributing it to all members who choose to share their information
- Maintaining and storing completed membership forms
- Coordinating with the responsible individual to ensure all seasonal rosters are entered into the database in a timely manner
- Overseeing the maintenance of the RGA website
- Preparing, distributing, maintaining, providing, delivering, and collection of information, brochures, RGA Release Waivers and as deemed appropriate to prospective, new and established Members and rowers/coxswains
- Answering questions regarding Learn to Row, Adult Master’s Program, Summer Camp and Youth Season Rowing programs.
- Making recommendations to the Board regarding contemplated fundraising projects
- Organizing and conducting fundraising projects approved by the Board
- Maintaining current records of donations, issuing tax letters and communicating said information to the Secretary in a timely manner
- Collecting monies raised in fundraising and delivering said money to the Treasurer in a timely manner.
- Reporting to the Board regarding the results of fundraising activities
- Investigating, seeking and attempting to procure grants, gifts, donations and sponsors of any and all types for RGA with the advice and consent of the Board.
- Ensuring that rowers have appropriate uniforms and other rowing attire including:
- reporting to the Board for approval, and to then make arrangements for the manufacture and or purchase of the products
- obtaining Board approval of pricing and arranging for the sale of the products
- accounting to the Treasurer for all sales
- Coordinating parent volunteers to assist in all aspects of regattas
- Organizing and informing the particulars about regattas, especially for new members/parents of youth rowers attending regattas
- Creating a budget for each regatta so the Board so that it can assign regatta fees
- Organizing transport of boats and supplies to regattas
- Coordinating regatta food and drink to be provide to rowers during regattas
- Maintaining an accurate binder per regatta with all information and current invoices
- Submitting all regatta invoices to the Treasurer
- Managing Volunteers at RGA Sponsored events and event that the Board has approved for attendance and representation
- Preparing, distributing and maintaining of the RGA Handbook, Swim Test, Concussion Form, Medical Forms, and any other forms to comply with the requirements of US Rowing and/or SafeSport as deemed appropriate to prospective, new and established members and rowers/coxswain
Publicity and Media Relations
- Developing and distributing all press releases, race results, advertising and promotional activities to the various media locally, regionally and nationally
- Developing and publishing the RGA Newsletter on a regular basis
- Maintaining and supervising all RGA social media and posting apps
- Developing and creating marketing materials for RGA, with Board approval
- Representing RGA at company sponsored events in the community and at large
Section 11. VOLUNTEERS AND STAFF. Any Director may select volunteers and assistants from the Membership, as needed, to fulfill their assigned duties. Any duties unassigned to a Director may be fulfilled by volunteers from the Membership, as agreed with a Director. Volunteers and assistants must be in good standing with RGA, and, if required, a member of US Rowing and SafeSport certified.
The Head Coach shall not be a Director but shall attend all Member Meetings and should make every effort to attend Board Meetings. As a paid staff member, he/she shall not be granted voting rights.
Section 12. DIRECTOR REPORTS. Each Director shall be prepared to present a report at Member and Board Meetings as per the prepared agenda. Each Director shall also prepare a budget and annual plan to present to the Board early enough so that the Treasurer may perform his or her budgeting tasks in a timely manner. The Directors are responsible for tracking the approved budget for his/her area of responsibility and should be prepared to discuss expenses and revenues as it pertains to that Director’s responsibilities and duties.
Section 13. CONFLICT OF INTEREST. No Director shall vote on or discuss issues which could be interpreted as a financial conflict of interest.
Section 14. SPECIAL COMMITTEES. The President may, subject to the consent of the Board by two-thirds vote, appoint from the Board or from the Membership, or other persons, such Special Committees as he/she may deem necessary and proper.
Section 15. EXECUTIVE SESSION. The President may at any time call an Executive Session Meeting to discuss and decide matters which are of a sensitive nature warranting privacy. The notice requirements for a Board Meeting shall apply. These meetings will be closed to all but the Directors and invited guests.
Additionally, during any Board of Directors meeting, the President may adjourn the meeting, reconvene in Executive Session, and exclude persons other than Directors.
Article VII: Standard of Care and D & O Insurance
Directors shall discharge their duties in good faith and with a reasonable degree of responsibility, diligence, care, and skill. However, RGA shall defend, indemnify, and hold any Director harmless from any and all claims, losses, damages, liabilities, and suits or causes of action, of any type whatsoever, including reasonable attorney fees, arising out of or related to the performance of a Director’s duties or activities related to RGA, except such matters that result from a Director’s gross negligence or willful misconduct.
RGA is to purchase and maintain insurance on behalf of a person who is or was a Director, employee, fiduciary, or agent of RGA while serving at the request of RGA in that role. Any such insurance is to be procured from any insurance company designated by the Board.
Article VIII: Finance
The funds of RGA shall be deposited in such bank or banks as the Treasurer of RGA shall designate. All checks, drafts, or orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of RGA shall be signed by the Treasurer, President, and/or agents assigned and determined by resolution of the Board.
The Treasurer shall keep a detailed account of income and expenditures and have the authority to pay payroll or loan payments of a regular and recurring amount, or other bills up to $1000.00 without prior approval of the board.
Article IX: Equipment and Use of RGA facilities
The Board will approve and publish the operating rules that govern the use of RGA equipment and the use of the facilities (the “RGA Equipment Use Policy”). The coaches and Members are responsible for ensuring compliance with the RGA Equipment Use Policy.
Article X: Discipline
RGA will maintain a Code of Conduct for its Members (the “RGA Code of Conduct.”)
Article XI: Amendments
These Bylaws may be amended or repealed, or new Bylaws may be adopted by the following procedure, followed in order:
Article XII: Books and Records
RGA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board. Action taken without meeting must be annotated in the minutes of the next meeting, and must include evidence of agreement by majority of the Board. Copies of the minutes of the meeting shall be regularly distributed to each Director for their approval and is available at the request of general membership. All books and records of RGA may be inspected by any Director or member, his or her agent or attorney at any reasonable time.
Article XIII: Lobbying
No substantial part of the activities of RGA shall be the carryon of propaganda, or otherwise attempting to influence legislation, and RGA shall not participate in any political campaign on behalf of any candidate or office.
Article XIV: Fiscal Year
The fiscal year of RGA shall begin the first day of July and end on the 30th day of June each year.
Article XV: Dissolution
Upon dissolution of RGA, the Board shall, after paying or making provisions for payment of all liabilities of RGA, dispose of all the assets of RGA in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board shall determine and in accordance with state and federal law.