LIONS CLUBS INTERNATIONAL DISTRICT 105W CONSTITUTION AND BY-LAWS

Transcription

1 LIONS CLUBS INTERNATIONAL DISTRICT 105W CONSTITUTION AND BY-LAWS (Incorporating District 105W Convention Standing Orders) Version 3.0 Approved by 105W District Convention 11th March 2006 Amended by District Convention 10 March 2007, now Version 3.1 Page 16 By-Laws Article III Section 1District Governor Election Procedure. Sub Section (a) added. Page 27 Exhibit B. Rule 4. Sub Section (b) replaced in its entirety. Amended by District Convention 8 March 2008, now Version 3.2 By-Laws amended Article IV Section 1 Duties of District Officers/Cabinet. Page 18 Section 1 District Governor, sub-para (l) added. Page 19 Section 2 Vice District Governor, sub-para (j) added. Page 20 Section 4 Region Chairperson, sub-para (i) added. Page 21 Section 5 Zone Chairperson, sub-para (k) added. Amended by District Convention 14 March 2009, now Version 3.3 The Constitution and By-Laws amended to incorporate the new post of Second Vice District Governor approved at International Convention in Bangkok June Constitution Article III District Officers Sub Section 7(a) added. Amended by District Convention 13 March 2010, now Version 3.4 The Constitution and By-Laws amended at Pages 12 and 16 to incorporate the Convention Future Planning Committee. Candidature for either VDG anomaly corrected at Page 19. Amended by District Convention 12 March 2011, now Version 3.5 The Constitution Article III Section 7 (a) amended at Page 7 to reflect an annual allowance agreement. Appendix B of District Officers Expenses Scheme Page 34, Item 9 (f) deleted and subsequent paragraphs renumbered. Amended by District Convention 17 March 2012, now version 3.6 Constitution Article VII new sub-section (c) to reflect family members subscription. Constitution Article VII and By-Laws Article VI amended to replace District Governor with Chairperson of the District Finance Team as a signatory. Constitution and By-Laws amended to replace Convention Future Planning Committee and Host Club with District Convention Team as Convention organisers. V3.6a - Appendix B Annex B reference DG and VDG expenses added 18 November V3.6a

2 LIONS CLUBS INTERNATIONAL PURPOSES AND ETHICS Lions Clubs International Purposes To Create and foster a spirit of understanding among the peoples of the World. To Promote the principles of good government and good citizenship. To Take an active interest in the civic, cultural, social and moral welfare of the community. To Unite the clubs in the bonds of friendship, good fellowship and mutual understanding. To Provide a forum for the open discussion of all matters of public interest; provided however, that partisan politics and sectarian religion shall not be debated by club members. To Encourage service minded people to serve their community without personal financial reward, to encourage efficiency and promote high ethical standards in commerce, industry, professions, public works and private endeavours. Lions Code of Ethics To Show my faith in the worthiness of my vocation by industrious application to the end that I may merit a reputation for quality of service. To Seek success and to demand all fair remuneration or profit as my just due, but to accept no profit or success at the price of my own self respect, lost because of unfair advantage taken or because of questionable acts on my part. To Remember that in building up my business it is not necessary to tear down another s; to be loyal to my clients or customers and true to myself. Whenever a doubt arises as to the right or ethics of my position or action towards other, to resolve such doubt against myself. To Hold friendship as an end and not a means. To hold that true friendship exists not on account of the service performed by one another, but that true friendship demands nothing but accepts service in the spirit in which it is given. Always to bear in mind my obligations as a citizen to my nation, my state, and my community, as to give them unswerving loyalty in word, act and deed. To give them freely of my time. labour and means. To Aid others by giving my sympathy to those in distress, my aid to the weak and my substance to the needy To be careful with my criticism and liberal with my praise; to build up and not destroy. 2 V3.6a

3 CONSTITUTION LIONS CLUBS INTERNATIONAL - DISTRICT 105W CONSTITUTION AND BY-LAWS CONTENTS Content Interpretation Section 1 Application and Interpretation Section 2 Definitions Section 3 Gender Section 4 Communication Article I Purpose Article II Membership Article III District Officers Article IV District Governors Cabinet Article V District Organization ArticleVI District Governor s Honorary Committee Article VII District Finance Article VIII Club Members Fees and Annual Dues Article IX Club Accountability to District, Regions and Zones Article X District Governor s Memoranda and Resolutions Article XI District Convention Article XII Election and Continuity of the Office of District Governor Article XIII District Convention Finance Article XIV Amendments BY-LAWS Article I District Convention Section 1 Site Change Section 2 Officers Section 3 Credentials Committee Section 4 District Convention Committee Section 5 Fund Tax Article II Meetings Section 1 District Cabinet Meetings Section 2 Regions and Zones Article III District Nominations, Elections and Appointments Section 1 District Governor Election Procedure Section 2 Vice District Governor Election Procedure Section 3 District Governor Vacancy Section 4 Vice District Governor Vacancy and Other Vacancies Article IV Duties of District Officers / Cabinet Section 1 District Governor Section 2 Vice District Governor Section 3 Second Vice District Governor Section 4 Cabinet (District) Secretary / Treasurer Section 5 Region Chairpersons Section 6 Zone Chairpersons Article V District Committees / Duties V3.6a

4 Section 1 District Governor s Advisory Committee Section 2 District Cabinet Committees Article VI District Administration Fund Article VII Nomination and Endorsement for International Director and Second Vice President Nominees Section 1 Endorsement Procedure Section 2 Nominations Section 3 Seconding Speech Section 4 Vote Section 5 Certification and Endorsement Section 6 Validity Article VIII Rules of Procedure Article XI Miscellaneous Section 1 Financial Obligation Section 2 District Secretary / Treasurer Bond Section 3 Dispute Resolution Article X Amendments Section Amending Procedure Section 2 Notice Section 3 Effective Date Article XI Effective Time Exhibit A Rules of Procedure (Special meeting to Recommend a Lion for the Appointment as District Governor) Exhibit B Rules of Procedure (Special meeting to Recommend a Lion for Appointment as Vice District Governor) APPENDIX Appendix A District Convention Standing Orders Appendix B District Officers Expense Scheme Appendix B Annex A Rates & Limitations on District Officer Expenses Appendix B Annex B Allowable Costs Incurred by DG and VDG s V3.6a

5 THE CONSTITUTION OF DISTRICT 105W INTERPRETATION Section 1 Application and Interpretation This Constitution shall be read, construed and operated in the general context and spirit of the Constitution and By-Laws of Lions Clubs International (as amended from time to time) and shall be binding upon the whole of the membership. All disputes and differences arising from, incidental to, or consequent upon any ambiguities or uncertainties herein or omissions here from or otherwise concerning matters dealt with in this Constitution shall be resolved by the District Governor. Any such decision shall take immediate effect, shall be communicated forthwith to all Clubs in the District and thereupon shall be binding on all concerned. Any such decision shall stand and have full force and effect while the District Governor remains in office unless meanwhile constitutionally amended at a District Convention. If any such decision shall be so amended, any interim acts, deeds or omissions consequent upon such decision shall be deemed, nevertheless, to have been valid and effective until constitutionally amended as aforesaid. Section 2 Definitions For the avoidance of doubt the following words shall have the meanings assigned to them :- Lions Clubs International Multiple District This Organisation District Year and Fiscal Year Council The International Association of Lions Clubs District 105 of Lions Clubs International. District 105W District 105W The period from 1st July to 30th June following. Both dates inclusive, (or as determined by Lions Clubs International) Council of Governors Multiple District Convention Convention of Multiple District 105 District Convention The Annual Convention of District 105W Cabinet District Governors Cabinet (District 105W) Section 3 Gender All references to male gender includes male and female Section 4 Communication Written (to include letters, electronic mail, facsimile transmission, or cable) 5 V3.6a

6 ARTICLE I Purpose Section 1 The purpose of this Constitution is to provide this District with an efficient organisation to advance Lionism and provide a proper administration throughout this District, consistent with the Constitution and By-Laws of Lions Clubs International, as amended from time to time. Section 2 The Constitution of Lions Clubs International shall take precedence over the Constitution of Multiple District 105, which in turn shall take precedence over this District Constitution, which has precedence over the Constitution of each Lions Club within this District. ARTICLE II Membership Section 1 The membership of this Organisation shall consist of all Lions Clubs whose Charters have been approved by the International Association of Lions Clubs. NB. The date of the Charter Approval is not the date of the Formation Meeting or the date of Charter Presentation. It is the date at which the International Association of Lions Clubs approve the issuing of a Charter to a Club. It is from this date that a Club is entitled to voting delegates at District, Multiple District and International Conventions, and the Club is covered for insurance by Multiple District or International Insurance Policies. Section 2 The District shall consist of such a number of Regions and Zones as have been or shall be determined by the District Governor. The boundaries of the District shall be as may have been or shall be determined by the Multiple District Convention and approved by the Board of Directors of Lions Clubs International. ARTICLE III District Officers Section 1 The officers of the District shall be the District Governor, as Chairman, the Immediate Past District Governor, the Vice District Governor, the Second Vice District Governor and the following who shall be appointed by the District Governor:- District Secretary, District Treasurer, the Region Chairpersons (if appointed), the Zone Chairpersons and any other officers who the District Governor appoints to the Cabinet for the Fiscal Year. Section 2 The District Governor, Vice District Governor and Second Vice District Governor shall be elected by secret ballot, at the appropriate District Convention as provided for, in the Constitution and By-Laws of Lions Clubs International and this Constitution. 6 V3.6a

7 Section 3 Each officer appointed by the District Governor shall be a member in good standing of a chartered Lions Club in good standing within the District. Section 4 A Region Chairperson ceasing to be an active member of a Club in a Region in respect of which he was appointed shall forthwith cease to hold such office, and the District Governor shall appoint another person in his stead. Section 5 A Zone Chairperson ceasing to be an active member of a Club in the Zone in respect of which he was appointed shall forthwith cease to hold such office and the District Governor shall appoint another person in his stead. Section 6 There shall be no salary paid to any officer of this District. Section 7 (a) An Annual Expense Allowance is to be paid to the District Governor, 1st Vice District Governor and 2nd Vice District Governor at a rate agreed by the Annual District Convention of District 105W. (b) Appropriate expenses, to meet expenditure incurred in carrying out their duties as District Officers, may be paid to District Officers provided that these expenses have been previously authorised by the District Governor or District Cabinet, (and comply with the current Rules of Audit). All additional expense incurred must have prior approval by the District Governor. Section 8 The District Governor shall have the authority to remove and/or replace any District Officer appointed by him. ARTICLE IV District Governor s Cabinet Section 1 The powers and responsibility for the administration and general good government of the District and its part in the advancement of the Purposes and Ethics of Lionism shall be vested in the District Governor. He shall be assisted by a Cabinet which shall serve in an advisory and administrative capacity only. Section 2 (a) The Cabinet of the District shall be composed of, the District Governor, Immediate Past District Governor, Vice District Governor, Second Vice District Governor, District Secretary, District Treasurer, Region Chairpersons (if appointed), Zone Chairpersons and such other members as may be appointed by the District Governor, all of whom shall be eligible to vote. (b) The District Governor will not seek to make any appointment which will involve a Lion serving more than three consecutive years in the same District Office, unless there are 7 V3.6a

8 special reasons for him to do so, (save for the positions of District Secretary and District Treasurer). Section 3 The District Governor Elect shall be, upon election (see Article XII Section 1) ex-officio, a full voting member of the cabinet. Note If already a member of the Cabinet, this section does not entitle him to an additional vote. Section 4 A majority of the Cabinet shall constitute a quorum. Section 5 (a) The District Governor shall hold a meeting of the Cabinet (convened with at least ten days notice in writing given by the District Secretary) on at least three occasions during his year of office. (b) He shall hold special meetings of the Cabinet (convened by such notice as aforesaid) upon receiving a request in writing so to do from a majority of the members of Cabinet. Every such convening notice as aforesaid shall be accompanied by an informative agenda in respect of the meeting so convened. Section 6 In the event of a vacancy in the Cabinet or in any District Office, except that of District Governor, Vice District Governor or Second Vice District Governor, the District Governor shall have the power to fill such vacancy for the unexpired term thereof. ARTICLE V District Organisation Section 1 The District Governor of this District may divide the District into as many Regions as he shall see fit, each Region containing not more than sixteen Lions Clubs, due regard being given to the geographical location of the Clubs. These regions may be altered by the District Governor if, after due consultation with all those Clubs involved, he considers alteration necessary in the best interest of Lionism, but not so that any Region shall contain more than sixteen Lions Clubs. Section 2 (a) The District Governor of this District shall divide each Region of the District into as many Zones as he shall see fit, each Zone containing not more than eight Lions Clubs, due regard given to the geographical location of the Clubs. These Zones may be altered by the District Governor if, after due consultation with all those Clubs involved, he considers any alteration necessary in the best interest of Lionism, but not so that any Zone shall contain more than eight Clubs. (b) In the absence of Regions within this District, the District Governor shall divide the District into Zones containing not more than eight Lions Clubs, due regard given to the geographical location of the Clubs, and after consultation with all those Clubs involved, he considers any alteration necessary in the best interest of Lionism. 8 V3.6a

9 Section 3 Sections 1 and 2 apply to the start of any Fiscal Year. Should any Region or Zone exceed the number of Lions Clubs specified, due to extension within the Fiscal Year, re-allocation of Clubs within Regions or Zones will be at the discretion of the District Governor. Section 4 District Governor s Advisory Committees are meetings of representatives from every Club one by one. The representatives from each Club shall consist of at least the President and the Secretary or, if they are unable to attend, such other members as the President shall appoint. Such meetings shall be held in each Zone at such intervals and places as shall be decided by the Zone Chairperson, but there shall be at least three such meetings within each Zone during any one year. The Zone Chairperson shall be in active charge under the supervision of the District Governor or his/her appointed representative. In accordance with Article II Section 2 (c) and Article IV Section 5 of the By- Laws of the Constitution. Section 5 The Region Chairperson (if appointed) shall attend a Business Meeting of each Club within his/her Region at least once during the Fiscal Year of his/her term of office. Section 6 The Zone Chairperson shall attend a Business Meeting of each Club within his/her Zone at least once during the Fiscal Year of his/her term of office. ARTICLE VI District Governor s Honorary Committee Section 1 In this District there may be a standing committee called the District Governor s Honorary Committee consisting of the District Governor, Past International Officers, Past International Directors, Past District Governors, all of this District or of Districts of which this District was formerly a part, at a time it was a part. The Chairman of this Committee shall be appointed from one of its members by the District Governor. Section 2 The District Governor s Honorary Committee shall meet at such intervals, places and times and for such business as the District Governor shall decide. ARTICLE VII District Finance Section 1 The revenue to pay administrative expenses of this District shall be provided by:- (a) funds remitted to the District Treasurer by every Club in the District (b) donations and/or sponsorship revenue from the Affinity Card and/or any other fund raised from time to time at the District Governors discretion. (c) Any member being a subsequent family member of the same club resident at the same address and as further defined by the Constitution and By-Laws of the International Association of Lions Clubs shall pay a subscription equal to one half of the current determined rate paid by the premier member of that family group, as long as that member shall remain an active member and in good standing. 9 V3.6a

10 A District subscription to be paid by every member of every Club in the District shall be determined at the Annual District Convention and may be altered by subsequent District Conventions. Once the subscription has been determined it shall remain operative until changed. The subscription shall be paid by every Club in two equal instalments, on the first day of August and the first day of February in each year. The amounts payable by each Club shall be ascertained by reference to the membership of each Club on the 30th of June and the 31st of December each year, EXCEPT THAT no Club shall be liable to pay any sum in respect of District subscriptions for the period of the three months following the date of its organisation or re-organisation, and subsequently only the unexpired proportion between the expiration of three calendar months and the following 30th of June or 31st of December whichever is applicable, based upon the membership report made after it has been organised or re-organised for three calendar months. Section 2 The revenue raised by the District subscriptions shall be passed to the District funds. All payments shall be by cheques signed by two authorised signatories, who shall be separate individuals. The Chairperson of the District Finance Team, the District Secretary and the District Treasurer shall be authorised signatories, but if any two of these offices are held by the same person, the District Governor shall then appoint one other District Officer to be an additional authorised signatory. Section 3 The District Governor shall arrange for an independent examination and a report upon the District Treasurer s accounts for the last fiscal year to 30th June by some competent person and shall cause copies of such accounts and the independent examiner s report to be sent to every Club in the District at least fourteen days before the date of the District Convention for that year. Section 4 The District Governor may call for an audit and report upon the District Treasurer s accounts at any time. Article VIII Club Member s Fees and Annual Dues Section 1 The Entrance Fee and Annual Subscription shall be determined by the individual Clubs, but shall be adequate to cover their administrative costs plus International, Multiple District and District dues. ARTICLE IX Club Accountability to District, Regions and Zones. Section 1 The District Governor, Vice District Governor, Second Vice District Governor, District Secretary, District Treasurer, Region Chairperson and Zone Chairperson, shall be entitled to inspect the Books of Accounts and Minute Book of any Club within their District, Region or Zone respectively, as and when necessary, and to attend meetings, board meetings and committee meetings of such Clubs similarly. 10 V3.6a

11 ARTICLE X District Governor s Memoranda and Resolutions Section 1 The District Governor will ensure that all decisions which he makes, either with or without the advice of Cabinet, and of which all Clubs in the District should be notified, are promulgated by means of the District Governor s Memoranda. Such memoranda are to be forwarded to Clubs as soon as it is practically possible after the date of decision, and will be binding upon the whole membership until the District Governor ceases to hold office in that capacity. The District Governor Elect will review such Memoranda and ensure that such Memoranda then existing are re-affirmed, amended or cancelled and all Clubs advised accordingly, not later than within thirty days of the date upon which he becomes District Governor. Section 2 Resolutions adopted at the District Convention shall be notified to all Clubs in the District respectively as soon after the date of adoption as is practicable by means of a specific memoranda, which will be retained by the Secretary of each Club and passed to his successor upon a change in the holder of that office. ARTICLE XI District Convention Section 1 A District Convention of the District shall be held in accordance with, the By-Laws of this Constitution and District 105W Standing Orders, at which the District Governor s report, financial and other reports shall be presented. Nominations for District Governor, Vice District Governor and Second Vice District Governor shall be presented and secret written ballots conducted. Section 2 The District Governor shall arrange the business programme of the District Convention and the same shall be the order of the day for all such sessions. Section 3 The District Governor shall appoint, not less than ninety days prior to the Convention, Nominations and Resolutions Committee(s) and such other committees as he shall deem advisable, each such committee shall consist of not more than three members, who shall each be a member of a different chartered Lions Club within the District. The District Governor shall have the power to fill all or any vacancies on any such committee. The District Governor shall appoint the Chairperson of each such committee. Section 4 The District Governor shall issue an official call for the annual District Convention at least ninety days prior to the date fixed for holding the same, and such official call shall be circulated to all Clubs through their respective Secretaries. This Convention Call shall incorporate the names and addresses for the Chairperson of the District Convention Nomination s and Resolutions Committee(s) and the closing date(s) for the receipt of nominations and resolutions by the respective Chairperson. The District Governor may, at his discretion, include in addition such other information as he considers desirable. 11 V3.6a

12 Section 5 (a) The District Governor shall, through the District Nominations and Resolutions Committee, receive all resolutions proposed to be deliberated upon by the District Convention. All resolutions must be in the hands of the District Resolutions Committee by an appointed date. Resolutions for discussion at the District Convention shall be circulated under arrangements to be made by the District Governor to all Clubs in the District at least six weeks (42 days) prior to the District Convention. (b) The District Governor shall have power to accept an Emergency Resolution, being a Resolution which could not have been submitted to the Resolutions Committee in accordance with Article XI Section 5 (a), if received in writing by him no less than seven days prior to the date of the opening session of the District Convention. If he shall think fit, the resolution shall be submitted to the Convention, if a simple majority of those present and voting shall decide, the resolution shall thenceforward be dealt with as an ordinary resolution. Section 6 The District Governor shall, through the Nominations Committee, receive all Nominations for the offices of District Governor, Vice District Governor and Second Vice District Governor. All nominations must be in the hands of the District Nominations Committee by an appointed date. Nominations shall be circulated, under arrangements to be made by the District Governor, to all Clubs in the District at least six weeks (42 days) prior to the District Convention. Section 7 If no nominations have been received from Clubs in the District at the time the District Convention assembles, nominations may be presented to the Chairperson from the floor of the Convention. Providing, the Nominees are suitably qualified in accordance with Article III (Elections) Section 4 (Candidacy requirements District Governor) of the Constitution and By-Laws of Lions Clubs International, or Article III Section 4 (By-Laws) (Vice District Governor and Other Vacancies) of the Constitution and By-Laws of District 105W, and is present at Convention. Section 8 The District Governor shall, through the District Convention Team receive details of the venue for District 105W Conventions two years in advance, which shall first be approved by the 2nd Vice District Governor. Section 9 It shall be a good and sufficient reason for the Resolutions Committee not to accept a resolution if the committee is of the opinion that it would waste time or otherwise inconvenience the proceedings of the forthcoming District Convention, or of the substance of such resolution has been voted upon at either of the two immediately preceding annual District Conventions. Section 10 The Resolutions Committee shall have the power to re-draft any resolution if, in its opinion, such re-drafting is necessary in the interests of clarity or for other due reason. 12 V3.6a

13 Section 11 In the event of any non-acceptance or re-drafting, in accordance with the preceding Sections, there shall be liaison between the Resolutions Committee and the Club submitting the resolution as soon as it is practicable and having regard to time limits already established. Section 12 Each Chartered Club in the District, in good standing, shall be represented at the Convention and shall be entitled to One (1) voting delegate for each Ten (10) members, who have been enrolled for at least one year and a day in the said Club, or major fraction thereof, as shown by the records of the International Office on the first day of the month, preceding that month during which the Convention is held, that major fraction referred to shall be Five (5) or more members provided, however, that each such Club shall be entitled to at least One (1) delegate. Section 13 The District Governor shall appoint a Sergeant-at-Arms for the Convention. Section 14 A programme of entertainment shall be provided by the District Convention Team for those attending Convention. Section 15 Within sixty days of the close of the District Convention, the District Secretary shall prepare a report, in writing, which shall be the summary of the proceedings of such District Convention. He shall, within that period, transmit one copy of such report each to the Headquarters of Lions Clubs International, and the International Representative, one copy to the District Governor and one copy to the Secretary of each Club in the District. Section 16 The District Governor shall supervise all phases of the District Convention. 13 V3.6a

14 ARTICLE XII Election and Continuity of the Office of District Governor Section 1 Delegates attending the District Convention shall elect a District Governor by secret ballot, provided that any candidates for such office shall be qualified under the Constitution of Lions Clubs International. Section 2 Delegates attending the District Convention shall elect a Vice District Governor and Second Vice District Governor, by secret ballot, provided that any candidates for such office shall be qualified under the Constitution of Lions Clubs International. Section 3 In the event that the District fails to elect a qualified District Governor or if the District Governor Elect shall die, or refuse, or be found by the International Board of Directors to be unable by reason of illness or other disability to take such office prior to the day his term would otherwise begin, or if a vacancy will exist as a result of a District Governor election protest or legal action, then in any such event the District may have a District Governor appointed by the International Board of Directors in the time and manner and for the term set forth in Article III (Elections) Section 9 (c) and (d) of the Constitution and By-Laws of Lions Clubs International and Article 111 Section 3 of the By-Laws of District 105W. Section 4 The District Governor, being an officer of the International Association of Lions Clubs, may only be removed from office by the affirmative vote of two thirds of the entire number of the members of the International Board of Directors. (Article IV Section 7 of the Constitution of Lions Clubs International) Section 5 (a) In the event of a vacancy occurring in the office of District Governor under Article III Section 9 (c) of the Constitution of Lions Clubs International, the Vice District Governor shall act as District Governor and shall perform the duties and have the same authority as the District Governor until such time the said vacancy is filled, by the International Board of Directors, for the remainder of the term, as provided for in sub-section (c) of this Section. (b) In the event a vacancy occurs in the office of Vice District Governor or Second Vice District Governor, the said vacancy shall be filled in accordance with the Constitution and By-Laws of District 105W. ARTICLE XIII District Convention Finance Section 1 The whole of the administration expenses of District Convention, including the cost of hiring halls, decorations therein and miscellaneous expenses incidental to running the business side of a Convention, shall be borne out of District Funds. A written estimate of the above costs is to be prepared and submitted to Cabinet by the District Convention Team, at the second Cabinet meeting in the preceding fiscal year, and approved by Cabinet in writing. 14 V3.6a

15 Section 2 The District Convention Team shall submit to the Cabinet, for approval, the proposed charge for the various social activities held in conjunction with the District Convention, in writing at the first Cabinet meeting of the fiscal year. Section 3 The District Convention Team Leader shall present to the District Treasurer, within two months of the end of Convention, an account of the income and expenditure relating to the business of the Convention and all the various social activities held in conjunction with the District Convention. ARTICLE XIV Amendments Section 1 Amendments This Constitution can be amended only by Resolution reported by the Resolutions Committee to the District Governor and adopted by an affirmative vote of not less than two thirds of the delegates duly registered, qualified and attending such District Convention. Section 2 Notice No amendment shall be so reported or voted upon unless the same shall have been furnished in writing to each Club no less than thirty (30) days prior to the convening date of the Annual District Convention with notice that the same will be voted upon at said Convention. Section 3 Effective Date Each amendment shall take effect at the close of the Convention at which adopted, unless otherwise specified in the amendment. 15 V3.6a

16 BY-LAWS ARTICLE I District Convention Section 1 Site Change The District Governor shall retain, and have, power to change at any time, for good reason, the Convention site chosen by a previous District Convention, and neither the District Governor nor the District nor any member of the District Cabinet, shall incur any liability thereby to any Club or Club member in the District. Section 2 Officers The members of the District Cabinet shall be the officers of the annual District Convention. Section 3 Credentials Committee The Credentials Committee of the District Convention shall be composed of the District Governor, the District Secretary, the District Treasurer and two other non- officers of the District appointed by the District Governor. The Credentials Committee shall have the powers and perform the duties set forth in ROBERTS RULES OF ORDER, NEWLY REVISED. Section 4 District Convention Committees The District Governor shall appoint, designate the chairperson of, and fill in any vacancies occurring in the following committees: Nomination & Resolutions; District Convention Team; Elections; Rules and International Convention. Section 5 Fund Tax In lieu of, or in addition to a District Convention registration fee, an annual per capita District Convention fund tax of (insert the value as approved by convention) may be levied upon each member of each Club in the District and shall be collected and paid in advance by each Club, except newly chartered and re-organized Clubs, in two (2) semi annual payments as follows (insert the value as approved by convention) per club member on September 10th each year( to cover the semi-annual period July 1st to December 31st) and March 10th (to cover semi-annual period January 1st to June 30th) with billings of said tax to be based upon the roster of each Club as of the first days of September and March, respectively. This tax shall be collected from the Clubs by, and be remitted to, the District Treasurer who shall deposit the monies in a special account in a bank or other depository chosen by the District Governor. The fund so collected shall be used exclusively for defraying expenses of Annual District Conventions and shall be expended only by cheques drawn and signed by the District Treasurer and the District Governor. Any Club which is chartered or reorganized in a current fiscal year shall collect and pay the said Convention per capita tax for the said fiscal year on a pro rata basis from the first day of the second month following the date of its organization, as the case may be. 16 V3.6a

17 ARTICLE II Meetings Section 1 District Cabinet Meetings (a) Regular. A regular meeting of the Cabinet shall be held in each quarter of the fiscal year, the first of which should be held within thirty days after the adjournment of the preceding International Convention. Ten (10) days written notice of meetings setting forth a date, time and place determined by the District Governor shall be given to each member by the District Secretary. (b) Special. Special meetings of the Cabinet may be called by the District Governor at his/her discretion, and shall be called upon written request made to the District Governor or the District Secretary, by a majority of the members of the Cabinet. No fewer than five (5) nor more than twenty (20) days written (includes letters, electronic mail, facsimile transmission, or cable) notice of special meetings, setting forth the purposes and the date, time and place, determined by the District Governor shall be given to each Cabinet Member by the District Secretary. (c) Quorum and Vote. The attendance of a majority of the members of the Cabinet shall constitute a quorum for any meeting. In all such meetings the voting privilege shall extend to the District Governor, the immediate past District Governor, Vice District Governor, Second Vice District Governor, Region Chairpersons (if the position is utilized during the District Governors term), Zone Chairpersons, District Secretary and District Treasurer. The voting privilege may be extended to such other members of the District Cabinet as may be provided. Section 2 Regions and Zones (a) Organisational. The District Governor may divide the District into Regions of no more than sixteen (16) and no less than ten (10) Lions Clubs, and each such Region into Zones of no more than eight (8) and no less than four (4) Lions Clubs, giving due regard to the geographical locations of the clubs. All such Regions and Zones shall be subject to change by the District Governor, when in his/her sole discretion, he/she shall deem the same necessary to the best interest of the Association. In the absence of Regions in this District, the District Governor shall divide the District into Zones with due regard given to the geographical locations of the Clubs, and after due consultation with all Clubs involved (b) Regional Meetings. Meetings of representatives of all Clubs in a Region, with the Region Chairperson (if this position is utilized during the District Governors term) or other District Cabinet members as may be assigned by the District Governor presiding, should be held during the fiscal year at times and places fixed by the Region Chairperson of the respective Region. (c) Zone Meetings. Meetings of representatives of all Clubs in a Zone, with the Zone Chairperson presiding, shall be held during the fiscal year at times and places fixed by the Zone Chairperson. 17 V3.6a

18 ARTICLE III District Nominations, Elections and Appointments Section 1 District Governor Election Procedure Any qualified member of a Club in the District seeking the office of District Governor shall file his/her intention to stand in writing with the Nominations Committee prior to the day of its report to the Convention and furnish evidence of his/her compliance with the qualifications for said office set out in the International Constitution and By-Laws. The Nominations and Resolutions Committee shall place in nomination at the District Convention the name(s) of all candidate(s) so qualified. If none are so received and/or so qualified, then, but then only, nominations for the office may be made from the floor. A candidate shall be allowed one nominating speech of no more than five (5) minutes duration, and one seconding speech of no more than three (3) minutes duration. (a) The order in which candidates address Convention shall be decided by lot, conducted by the Supervising Officer. Section 2 Vice District Governor Election Procedure Any member of a Club in the District seeking the office of Vice District Governor or Second Vice District Governor shall file his/her intention to so run in writing with the Nominations Committee prior to the day of its report to the Convention, and furnish evidence of his/her compliance with the qualifications for said office set out in the International Constitution and By- Laws. The Nominations Committee shall place in nomination the names of all candidates so qualified. If none are so received and /or so qualified, then, but then only, nominations for the office may be made from the floor. Each candidate shall be allowed one nominating speech of no more than five (5) minutes duration, and one seconding speech of no more than three (3) minutes duration. Section 3 District Governor Vacancy In the event of a vacancy in the office of District Governor, the same shall be filled in accordance with the provisions of the International Constitution and By-Laws. The Immediate Past District Governor, Vice District Governor, Region Chairpersons (if appointed), Zone Chairpersons, District Secretary, District Treasurer and all Past International Officers shall convene at a date, time and place called by the Immediate Past District Governor to select a replacement for recommendation to the International Board of Directors. (see exhibit B at the end of this booklet) Section 4 Vice District Governors and Other Vacancies Any vacancy in the office except that of Vice District Governor or Second Vice District Governor shall be filled by appointment from the District Governor for the unexpired term. In event of a vacancy arising in the office of Vice District Governor or Second Vice District Governor, the District Governor shall convene a meeting of the members of the existing Cabinet as provided for in the International Constitution and By-Laws and all past International Officers who are members in good standing of a chartered Lions Club in good standing in the District. It shall be the duty of the attendees at this meeting to appoint a qualified Club member as Vice District Governor or Second Vice District Governor for the remainder of the term. In filling said vacancy, it shall be the duty of the District Governor, or if not available, the most recent Past District Governor who is available, to send out invitations to attend said meeting and it shall also be his/her responsibility to preside as Chairperson of the meeting. The Chairperson shall convey the results to the International Office within seven (7) days together with evidence of invitations sent and meeting attendance. Each Lion who is entitled to receive an invitation to attend and is present at said meeting shall be entitled to cast one vote for the Lion of his/her choice. 18 V3.6a

19 In order for a Lion to be eligible and qualified to be selected to fill a vacancy in the office of Vice District Governor he/she must:- (a) Be an active member in good standing of chartered Lions Club in good standing within his/her single or sub-district. (b) Secure the endorsement of his/her Club or a majority of the Clubs in his/her single or sub-district and be seconded by a Club within District 105W. (c) Have served or will have served at the time he/she takes office as Vice District Governor:- (I) As President of a Lions club for a full term or major part thereof: and a member of the Board of Directors of a Lions Club for no less than two (2) additional years: and (II) As a member of the District Cabinet (not a District Officer) for a full term or major part thereof, (III) With none of the above being accomplished concurrently. ARTICLE IV Duties of District Officers/Cabinet Section 1 District Governor Under the general supervision of the International Board of Directors, he/she shall represent the association in his/her district. In addition he/she shall be the chief administrative officer in his/her District and shall have direct supervision over the Vice District Governor, Region Chairpersons, Zone Chairpersons, the District Secretary, District Treasurer and such other Cabinet members as may be provided for in this District Constitution and By-Laws. His/her specific responsibilities shall be to: (a) Further the Purpose of this Association. (b) Supervise the organization of new Lions Clubs. (c) Promote the Lions Clubs International Foundation and all service activities of this Association. (d) Preside, when present, over Cabinet, Convention and other District meetings. During any period he/she is unable to so preside, the presiding officer at any such meetings shall be the Vice District Governor, but if he/she is not available, the District Officer chosen by the attending members shall preside. (e) Promote harmony among the chartered Lions Clubs. (f) Endeavour to visit each Club at least once during his/her term of office. (g) Exercise such supervision and authority over Cabinet Officers and District Committee appointees as is provided in this District Constitution. (h) Submit a current itemized statement of total District receipts and expenditures to his/her District Convention or Annual Meeting of his/her District at a Multiple District Convention. (i) Deliver, forthwith, at the termination of his/her term in office, all District accounts and records to his/her successor in office. (j) Report to Lions Clubs International all known violations of the use of the Association Name and Emblem. (k) Perform such other functions and acts as shall be required of him/her by the International Board of Directors through the District Governor s Manual and other directives. (l) Participate in Council of Governors meetings as appropriate. 19 V3.6a

20 Section 2 Vice District Governor The Vice District Governor, subject to the supervision and direction of the District Governor shall be chief administrative assistant to the District Governor. His/her responsibilities shall be to: (a) Further the purpose of this Association. (b) Familiarize himself/herself with the duties of the District Governor so in the event of a vacancy in the office of District Governor he/she will be better prepared to assume the duties and responsibilities of said office. (c) Perform such administrative duties as may be assigned to him/her by the District Governor. (d) Perform such other function s and acts as may be required of him/her by the International Board of Directors through the Vice District Governor s manual and other directives. (e) Actively participate in all Cabinet and Council meetings and conduct all meetings in the absence of the District Governor. (f) Participate in the preparation of the District budget. (g) Be actively engaged in all matters to be continued during the next year. (h) Participate in the review of the strengths and weaknesses of the Clubs of the District particularly, identify existing and potential weak Clubs within the District, establish plans to strengthen them, and submit the plans to International Headquarters by the end of the Vice District Governor s term, and (i) Will chair the MERL team and any other committee as requested by the District Governor. (j) Participate in Council of Governors meetings as appropriate. Section 3 Second Vice District Governor The Second Vice District Governor, subject to the supervision and direction of the District Governor, shall be an assistant in the administration of the District and representative of the district Governor. His/her specific responsibilities shall be to: (a) Further the purpose of this Association. (b) Familiarise himself/herself with the duties of the District Governor and Vice District Governor so in the event of a vacancy in the offices of District Governor or vice District Governor he/she will be better prepared to assume the duties and responsibilities of the said offices. (c) Perform such administrative duties as may be assigned to him/her by the District Governor. (d) Perform such other functions and acts as may be required of him/her by the International Board of Directors through the Vice District Governors manual and directives. (e) Actively participate in all Cabinet meetings and conduct all meetings in the absence of the District Governor or Vice District Governor. (f) Participate in the preparation of the District budget. (g) Be actively engaged in all matters to be continued during the next year. (h) Participate in the review of the strengths and weaknesses of the Clubs of the District particularly, identify existing and potential weak Clubs within the District, and assist the District Governor to establish plans to strengthen them. (i) Work with the District Retention Committee and assist the committee to prevent loss of clubs and members, particularly due to inactive club administration and/or financial problems or negligence. (j) Work with the District LCIF Committee and assist the committee to achieve the goals of the year through regular distribution of LCIF information and materials to increase understanding and support of LCIF. 20 V3.6a