Rosebud
Historical Record

By-Laws Amendment: Board Structure

Adopted by the membership on September 18, 2026. Replaced at-large Director seats with permanent named Board positions. Kept here as a record.

← Current amendments

Purpose

Currently, the By-Laws (Article IV) create a Board of 7–15 generic "Directors" elected at large by the membership. The Board then internally elects four of its own members to serve as officers (President, Vice President, Secretary, Treasurer) under Article V. All other Directors serve without any defined role.

This proposal replaces that structure with ten permanent, named Board positions, each with defined responsibilities. Members would elect candidates directly to a specific named position, rather than to a generic at-large seat. This gives the membership a clear basis for approving full dues exemption for every Board position, since each seat now carries defined, accountable responsibilities.

Per Section 8.4, any amendment requires a two-thirds (2/3) affirmative vote of members present at a regular or special meeting, and the full proposed text must be delivered to all members at least seven (7) days before that meeting.

Section 3.9
Dues Exemption
Current
  1. The President and Treasurer shall be exempt from paying dues during the time they serve in their respective positions as elected by the Board of Directors.
  2. Following each year of satisfactory service as a member of the Board of Directors, Directors shall receive a 25% reduction in the annual dues for the following year.
  3. The total amount of the board discount shall be presented as a part of the annual budget.
Proposed
  1. Following each year of satisfactory service in one of the permanent Board positions defined in Section 4.1, a Director shall be exempt from paying dues for the following year.
  2. (Removed — the 25% reduction applied to generic at-large Directors, which no longer exist under this structure.)
  3. The total amount of the Board dues exemption shall be presented as a part of the annual budget.
  4. This exemption applies only to regular annual membership dues. It does not exempt any Director from special assessments levied on the membership; Directors remain responsible for paying any assessment in the same manner as any other member.
  5. Directors serving under the prior at-large structure who earned a 25% dues reduction for satisfactory service completed before this amendment's adoption shall still receive that reduction on their dues for 2027, under the terms of the prior Section 3.9(b). Consistent with paragraph (a), the full exemption first applies to dues for 2028, following a full year of satisfactory service in a permanent position established by this amendment during 2027.
Section 4.1
Board Composition
Current

The corporation shall be governed by a Board of Directors to be composed of a minimum of seven (7) members and a maximum of fifteen (15) members, the exact number to be set by resolution of the Board of Directors.

Proposed

The corporation shall be governed by a Board of Directors composed of ten (10) permanent positions: President, Vice President, Treasurer, Membership, Aquatics & Facilities, Capital Projects & Design, Grounds, Operations, Shark Shack, and Swim Team. Each position constitutes one seat on the Board, with full voting rights. Any new position, or the removal of an existing position, must first be approved by a majority vote of the Board of Directors and then approved by the membership in the same manner as a By-Laws amendment under Section 8.4.

Section 4.2
Election
Current
  1. Each year at the September meeting, new Directors shall be elected for a term of two (2) years to replace those whose terms are expiring on September 30. Directors shall be elected by the members at the meeting for a term of two (2) years. Each member shall be entitled to cast one vote for each vacancy and those nominees receiving the highest number of votes shall be deemed elected.
  2. Newly elected Directors shall take office on October 1.
Proposed
  1. Each year at the September meeting, members shall elect a Director to fill each permanent position whose term is expiring on September 30, for a term of two (2) years. Nominees shall stand for election to a specific named position (e.g., Treasurer, Membership, Grounds) rather than to an at-large Board seat. Each member shall be entitled to cast one vote per open position, and the nominee for each position receiving the highest number of votes shall be deemed elected to that position.
  2. Newly elected Directors shall take office on October 1.
  3. Nominees for the Capital Projects & Design position must, at the time of their nomination, work in a profession in architecture, construction, engineering, or a directly related building industry field, with working familiarity with DeKalb County code and permitting requirements. A member whose profession does not meet this qualification is not eligible for nomination to this position.
  4. Nominees for the Aquatics & Facilities position must, at the time of their nomination, hold a current Certified Pool Operator (CPO) certification or equivalent professional pool-industry credential recognized by the National Swimming Pool Foundation or a comparable national body. A member who does not hold such a credential is not eligible for nomination to this position.
  5. Each nominee may stand for election to only one permanent position per election cycle. A nominee who is not elected to that position may not then seek election to a different position within the same election cycle, unless that other position received no successful nominee and remains vacant.
  6. Nominees for President must have completed at least one full term as a Director of the corporation, whether served under the prior at-large Board structure or in one of the permanent named positions established by this amendment, prior to standing for election as President.
  7. Members interested in standing for election to an open position must submit their name and qualifying information to the Board at least seven (7) days before the election meeting. Nominations received after this deadline will not be considered for that election cycle.
Section 4.3
Vacancies
Current
  1. In the event of vacancy on the Board the remaining Directors shall, by majority vote, elect a temporary successor to serve the remainder of the term of the departing Director.
  2. In the event a Director does not attend three (3) consecutive meetings, the Board of Directors, by majority vote, may replace the inactive Director by electing a temporary successor to serve the remainder of his or her term.
Proposed
  1. In the event of a vacancy in a Board position, the remaining Directors shall, by majority vote, elect a temporary successor to serve the remainder of the term in that same position.
  2. In the event a Director does not attend three (3) consecutive meetings, the Board of Directors, by majority vote, may replace the inactive Director by electing a temporary successor to serve the remainder of the term in that same position.
Section 4.4
Officer Term Limits
Current

No Board member shall serve as an officer (President, Vice President, Secretary, or Treasurer) for more than two (2) consecutive terms without an absence from the Board of at least one year.

Proposed
  1. All Board positions serve a term of two (2) years, as provided in Section 4.2.
  2. The President and Treasurer may not serve more than two (2) consecutive two-year terms in that position without an absence from the Board of at least one year. No such consecutive-term limit applies to the Vice President or the remaining named positions.
  3. This term limit does not otherwise restrict the membership's ability to elect a different candidate to any position, including President or Treasurer, at the next regular election under Section 4.2.
Section 4.8(a)
Board Duties
Current
  1. Elect a President, a Vice President, a Secretary and a Treasurer. These officers shall serve for a period of two years and may succeed themselves.
Proposed
  1. Recognize each Director as holding the specific position to which they were elected by the membership under Section 4.2. The Board may not reassign or exchange positions among Directors except as provided in Section 4.3 (vacancies).
Section 5.1
Officers
Current

The officers of the corporation shall be a President, Vice President, Secretary and Treasurer, elected by the Board from their membership at the first meeting after election of the Board at an annual meeting of the members. The term of all officers shall be two years, however, they may succeed themselves, subject to the provision of section 4.4 of these By-Laws.

Proposed

The officers of the corporation shall be the President and Treasurer, each directly elected to that position by the membership under Section 4.2. The term of all officers shall be two years, however, they may succeed themselves, subject to the provisions of Section 4.4 of these By-Laws. The Vice President and the remaining named positions are Directors but are not officers of the corporation.

Section 5.5
Former Secretary Duties
Current

The Secretary's duties shall include, but may not be limited to:

  1. Maintain minutes of all meetings of the general membership or Board of Directors.
  2. Give notice of all meetings where required.
  3. Custody of all books, records and documents, except those authorized to be retained by the Treasurer.
  4. Maintain current records concerning membership and certificates of membership.
  5. Maintain a record of current By-Laws and distribute revision to all members as they are approved.
Proposed

The position of Secretary is retired. Its former duties are distributed as follows:

  1. Meeting records shall be maintained via recorded transcript (e.g., automated video-conferencing transcription) at each Board and membership meeting.
  2. Meeting notices shall be issued by the President or Vice President.
  3. Custody of governance records and Board procedures shall be maintained by the Vice President.
  4. Membership records and certificates of membership shall be maintained by the Membership position.
  5. The official record of the By-Laws and distribution of revisions shall be maintained by the Vice President.
Section 5.6
Officer Vacancies
Current

Vacancies among the officers shall be filled by action of the Directors.

Proposed

Vacancies in any Board position, including officer positions, shall be filled as provided in Section 4.3.

Section 5.7
Assistants
Current

Assistants to the Secretary and Treasurer may be appointed by, and have such duties as shall be delegated to them by the Directors.

Proposed

Assistants to the Treasurer may be appointed by, and have such duties as shall be delegated to them by, the Directors.

Other Cross-References to Update

Transition Provisions

These provisions govern the one-time transition from the current at-large Board structure to the ten permanent named positions. They are not standing rules — once the transition is complete, ongoing elections are governed by Section 4.2.

  1. Upon membership approval of this amendment, the terms of all sitting Directors are deemed completed as of the date of approval, regardless of the term length remaining under the prior structure. For purposes of the two-consecutive-term limit on the President and Treasurer under Section 4.4, this transition reset does not count as a completed term.
  2. A special meeting of the membership shall be called under Section 6.2 within thirty (30) days of the amendment's adoption, for the sole purpose of electing Directors to each of the ten (10) permanent positions established by this amendment.
  3. Sitting Directors are eligible to be nominated and stand for election to any position at this special meeting, including the position they currently hold, subject to the one-position-per-nominee rule in Section 4.2(e) and the President eligibility requirement in Section 4.2(f). For purposes of Section 4.2(f), service as a Director under the prior at-large Board structure counts toward the "one full term" requirement.
  4. New members volunteering for a position at this special meeting, including members who are not currently Directors, must submit their name and qualifying information to the Board at least seven (7) days before the special meeting, per Section 4.2(g).
  5. Directors elected at this special meeting take office immediately upon election, rather than on the standard October 1 date under Section 4.2(b). Their initial terms shall run through the following September 30 in accordance with the normal two-year election cycle, so that future elections realign with the regular September meeting schedule.
  6. Notwithstanding paragraph (a), sitting Directors shall continue to hold full Board authority and fulfill the duties of their prior positions on a holdover basis following the amendment's approval, until Directors are elected to each position at the special meeting described in paragraph (b) and take office as provided in paragraph (e). This ensures continuous governance of the corporation throughout the transition period, with no gap in Board authority.

Amendment approved — September 18, 2026

The membership voted to adopt this amendment. View the official results below.

Download PDF → View Results →
Q & A

Member Questions

Questions from membership, answered by the Board.

Why do Board members receive 100% dues exemption — and what happens if they don't fulfill their responsibilities?
It's both recognition and incentive — these roles require real, sustained time, and a full exemption reflects that honestly. It also makes the positions attractive enough that we get real candidates rather than people talked into an undefined seat at the last minute. On accountability: the exemption applies only while someone is actively serving in their position. The Board retains authority to remove a Director who isn't fulfilling their responsibilities before a term ends — and removal ends the exemption immediately. So accountability isn't limited to a once-a-year check. On the 50% alternative: I land firmly on full exemption. For reference, Pangborn gives 100% dues exemption to its Board as well, so this doesn't put us out of step with comparable clubs.
How were the expected workloads for each position determined?
From five years of direct observation — watching what each function actually takes in practice, not a formal time study. The written position descriptions are a floor, not a ceiling. I do expect, and want, everyone who runs for one of these roles to go above and beyond what's written, not treat it as a capped-hours job.
Why do term limits only apply to President and Treasurer, and not all Board positions?
President and Treasurer are the two positions with singular authority — signing authority, financial control, legal representation of the club. Those are the roles where concentration of power over time poses the biggest risk, so we capped them regardless of performance. For the other positions, continuity and built-up expertise are genuinely valuable — especially for Capital Projects & Design, Swim Team, and Shark Shack, where institutional knowledge and relationships matter. Losing that every two years by rule, even when someone is doing a great job, has a real cost. The check that exists instead of a hard cap: the membership can vote a different candidate into any position at any election.
Can a Board member be removed mid-term if they stop fulfilling their responsibilities?
Yes — a Director can be removed before the end of their term for not fulfilling the responsibilities of their position, and this isn't hypothetical: we have removed Board members for exactly this reason before. This authority sits with the Board itself and applies regardless of whether someone is still showing up to meetings. The dues exemption would not continue if someone is removed, since it is explicitly tied to actively serving in the role.
Why is Capital Projects & Design a permanent position, and how is it different from Aquatics & Facilities?
These are intentionally different scopes. Aquatics & Facilities is pool-specific: pumps, filtration, the pool structure and lining, and the technical systems that keep the water running. Capital Projects & Design covers everything else in the capital/construction category — building renovations, new structures — and requires broader building-industry knowledge including DeKalb County code and permitting. On why a standing position instead of a project-by-project committee: having that expertise already in place, without sourcing and paying a consultant when a project comes up, is genuinely valuable. A qualified consultant would likely cost more on a single project than this position's dues exemption costs the club in a year. A project-specific committee could still be pulled together to support a given project alongside this position — that's not incompatible with the structure.
How will meeting records and transparency be maintained after the Secretary position is eliminated?
We haven't had someone actually filling the Secretary role in four years — so this isn't a new gap the amendment creates, it's formalizing something that's already been true. We're already documenting meetings through Zoom recordings and AI-generated transcripts today. The proposal formally assigns the Vice President custody of that record going forward (proposed Section 5.5). I want members to have access to those records, and I'll make sure that's clearly communicated as part of rolling this structure out.
What does "permanent positions" mean — does that mean whoever wins stays forever?
"Permanent" is describing the position, not the person. Right now, our Board is made up of generic at-large Director seats with no defined role — the Board decides internally afterward who becomes President, VP, Treasurer, etc., and everyone else is just "a Director." This amendment replaces that with 10 specific, named positions (President, Treasurer, Membership, Grounds, etc.) that permanently exist as part of the Board's structure, each with a written job description. It does not mean whoever holds a position stays indefinitely. Every position still has a two-year term and goes up for election by the membership every term, exactly like today. President and Treasurer are actually more restricted than before — they're capped at two consecutive terms. Every other position has no hard cap, but the membership can vote a different person into any position at any election. So "permanent" means the position itself isn't going away or being redefined year to year — not that whoever wins holds it forever.