EXECUTIVE SUMMARY INTERNATIONAL BOARD OF DIRECTORS MEETING NEW DELHI, INDIA SEPTEMBER 27 - OCTOBER 1, 2007

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1 EXECUTIVE SUMMARY INTERNATIONAL BOARD OF DIRECTORS MEETING NEW DELHI, INDIA SEPTEMBER 27 - OCTOBER 1, 2007 CONSTITUTION AND BY-LAWS COMMITTEE 1. Adopted resolution to be reported to the 2008 International Convention to reorganize the order of sequence of the provisions of the International Constitution and By-Laws as provided in the attached Exhibit A, a copy of which will be published to all Lions clubs and attached to the Official Notice of Amendments. 2. Adopted resolution to be reported to the 2008 International Convention to amend Article IV, Sections 1 and 6 of the International Constitution and Article VI, Section 3 of the International By-Laws to replace executive administrator with executive director. CONVENTION COMMITTEE 1. Established 2008 Bangkok convention per diem for appointed credentials committee members, district governors-elect and headquarters staff. 2. Authorized convention committee to establish the individual room reservation cut-off date for convention each year. DISTRICT AND CLUB SERVICE COMMITTEE 1. Canceled the charter of 219 clubs (1,406 members) with regret. 2. Approved redistricting proposals by MD 17 (Kansas, USA); MD 26 (Missouri, USA); MD 30 (Mississippi, USA); and MD 31 (North Carolina, USA). 3. Approved the requirements for: - District Governor Excellence Award (formerly 100% District Governor Award) - Region Chairperson Excellence Award (new award) - Zone Chairperson Excellence Award (new award) - Club President Excellence Award 4. Revised the redistricting rules by changing the deadline for clearing the district accounts from May 31 to June 30 of the fiscal year in which the redistricting proposal is submitted for the board s approval. 1

2 FINANCE AND HEADQUARTERS OPERATION COMMITTEE 1. Approved the 1 st quarter forecast, which projects a surplus. 2. Approved the payment of expenditures for a past district governor that was submitted past the 120 day deadline due to extenuating circumstances. 3. Approved the following members continue on the Task Force for fiscal year Past International Director A.P. Singh, Chairperson International Director Toru Tanino International Director Sung-Gyun Choi Past International Director Robert Eichhorn Past International Director Philippe Soustelle 4. Modified policy clarifying that under the new club cancellation policy certain geographical areas may be protected as required. 5. Approved minor housekeeping changes to Chapter XXII of Board Policy. 6. Approved a minor housekeeping change to Chapter XII of Board Policy. LCIF 1. Approved a starting figure of US$84,515,296 for CSFII funds in the Russell Investment Group account, and directed staff to modify with September 30, 2007 donation and investment results. 2. Approved a humanitarian (non-designated) grants spending policy. 3. Accepted the findings of the LCIF Development review and directed staff, in consultation with CCS, to prepare a detailed feasibility and implementation plan. 4. Approved a bridge loan in the amount of US$12 million for FY SightFirst grant approvals. 5. Allocated US$10,000 from the LCIF budget for support to the alliance for the Global Elimination of Trachoma by the year 2020 (GET 2020). 6. Approved a CSFII completion and donor follow-up plan. 7. Awarded a US$1,000,000 grant to extend the Lions-Special Olympics Opening Eyes program for a one-year period. 8. Approved a US$67,700 technical assistance grant for the Core 4 preschool vision screening program for a one-year period. 9. Approved 50 Standard, International Assistance and Core 4 grants totaling US$2,415,880. 2

3 10. Tabled four grant applications. 11. Approved an amendment to the Board Policy Manual to delete reference to proper names, and insert position titles, in the section on signatories for LCIF investment accounts. LEADERSHIP 1. Approved the 2008 District Governors-elect Seminar plan including group leader appointments, curriculum and schedule. 2. Approved a grant to support an Advanced Regional Lions Leadership Institute in Multiple District Approved a grant to support Multiple District 202 s leadership training for Lions of the Islands of the South Pacific. 4. Approved a grant for an amount not to exceed US$2,000 to support a three-tier training program in District 335-A. 5. Approved a minor housekeeping change to Chapter XIV of the Board Policy Manual. LONG RANGE PLANNING 1. Authorized implementation of the LCI Branding and Marketing Communications initiative at a cost of US$650,000. The project will involve development and dissemination of new LCI brand image materials, significant redesign of the LCI web site and THE LION magazine, and implementation of an association-wide pridebuilding campaign by tentatively called It Takes a Lion. 2. Approved formation of a working group to review the LCI/LCIF Audit Committee charter, including the composition and scope of the present Audit Committee. 3. Adopted a new Vision Statement and a revised Mission statement for Lions Clubs International that reads as follows: LCI Vision Statement: To be the global leader in community and humanitarian service. LCI Mission Statement: To empower volunteers to serve their communities, meet humanitarian needs, encourage peace and promote international understanding through Lions clubs. 4. Approved the charter and composition of the Special Centennial Planning Committee that will assist the board in planning for the association s 100th anniversary in

4 MEMBERSHIP DEVELOPMENT 1. Approved the preliminary action plan for membership growth for Eastern Europe and the allocation of US$48,000 from existing budgeted funds for continued development and initial implementation of the plan. 2. Amended the Board Policy Manual to include the Republic of Montenegro and replaced the reference to Serbia and Montenegro with the Republic of Serbia, bringing the total of approved countries to 201. PUBLIC RELATIONS 1. Reallocated US$200,000 from the multiple district grant budget for the brand image project. 2. Established an official edition of THE LION Magazine for Sri Lanka. 3. Authorized holding a Lion Magazine Editor s Conference in FY Authorized a US$2,000 stipend for maintenance and upgrade of Melvin Jones Memorial in Arizona. 5. Authorized a US$1,000 stipend for maintenance of the Melvin Jones gravesite. 6. Authorized additional US$300,000 for the public relations budget for purposes of advertising. 7. Restored Campaign SightFirst II National/Multi-National Coordinators in between Past International Directors and Chairperson, Council of Governors in the Order of Precedence. SERVICE ACTIVITIES 1. Approved and adopted baseline operating standards for Lions Eyeglass Recycling Centers (LERCs), effective October 1, Approved 13 districts for Regional Leo Conference grants. 3. Approved 14 districts for Children Worldwide Symposium grants. For more information on any of the above resolutions of the International Board of Directors, please refer to the LCI website at or contact the International Office at FINAL VERSION REVISED October 11,

5 INTERNATIONAL CONSTITUTION AND BY-LAWS PROPOSED REORGANIZATION EXHIBIT A PAGE 1 of 3 The following proposed amendment to reorganize the International Constitution and By-laws will be reported to the delegates for vote at the 2008 International Convention. The left column contains the proposed reorganization of the International Constitution and By-Laws. The right column contains references to where the proposed sections are located in the 2007 Constitution and By-Laws. No changes to the content of the provisions of the constitution or bylaws are proposed in this amendment. This amendment requires a two-thirds affirmative vote for adoption. Proposed Amendment Constitution and By-Laws CONSTITUTION ARTICLE I - Name ARTICLE II - Purposes ARTICLE III - Membership CONSTITUTION ARTICLE I "Name, Slogan and Motto", Sec.1 "Name" ARTICLE II ARTICLE III, Sec. 1 "Membership Consists of Clubs" ARTICLE IV - Emblem, Colors, Slogan and Motto ARTICLE I and ARTICLE X Sec. 1 - Emblem ARTICLE X, Sec. 2 "Emblem of Association" Sec. 2 - Use of Name and Emblem ARTICLE X, Sec. 3 Sec. 3 - Colors ARTICLE X, Sec. 1 "Colors of Association" Sec. 4 - Slogan ARTICLE I, Sec. 2 Sec. 5 - Motto ARTICLE I, Sec. 3 ARTICLE V - Officers and International Board of Directors ARTICLE IV and ARTICLE V Sec. 1 - Officers ARTICLE IV, Sec. 1 Sec. 2 - Membership Requirement/Delegate Status ARTICLE IV, Sec. 2 Sec. 3 - Composition and Election of International Board by Constitutional Areas ARTICLE IV, Sec. 4 "Composition and Election of International Board" Sec. 4 - Election, Term of Office, Vacancies ARTICLE IV, Sec. 3 Sec. 5 - Board Powers ARTICLE V, Sec. 1 Sec. 6 - Meetings ARTICLE V, Sec. 2 Sec. 7 - Voting Privileges ARTICLE IV, Sec. 5 Sec. 8 - Compensation ARTICLE IV, Sec. 6 Sec. 9 - Removal ARTICLE IV, Sec. 7 ARTICLE VI - International Conventions and Delegates ARTICLE VI "International Convention" Sec. 1 - Date and Place ARTICLE VI, Sec. 1 Sec. 2 - Delegate Entitlement ARTICLE VI, Sec. 2 Sec. 3 - Vote of Delegates ARTICLE VI, Sec. 3 Sec. 4 - Quorum ARTICLE VI, Sec. 4 Sec. 5 - Proxy Voting ARTICLE VI, Sec. 5 ARTICLE VII - District Organizations ARTICLE VII ARTICLE VIII - Clubs ARTICLE III "Membership" Sec. 1 - Chartering Clubs ARTICLE III, Sec. 2 "Authority for Chartering Clubs" Sec. 2 - Eligibility for Club Membership ARTICLE III, Sec. 3 NOTE: The LEFT column contains the proposed reorganization and the RIGHT column contains references to where the proposed sections are presently located.

6 Proposed Amendment EXHIBIT A PAGE 2 of Constitution and By-Laws ARTICLE IX - Fees and Dues ARTICLE VIII Sec. 1 - Member Reports ARTICLE VIII, Sec. 1 Sec. 2 - Semi-Annual Per Capita Tax ARTICLE VIII, Sec. 2 Sec. 3 - Carrying Charge ARTICLE VIII, Sec. 3 ARTICLE X - Emergency Reserve Fund ARTICLE IX Sec. 1 - Designation of Fund ARTICLE IX, Sec. 1 Sec. 2 - Corpus of Fund ARTICLE IX, Sec. 2 Sec. 3 - Fund Administration ARTICLE IX, Sec. 3 ARTICLE XI - Amendments ARTICLE XI Sec. 1 - Amending Procedure ARTICLE XI, Sec. 1 Sec. 2 - Notice ARTICLE XI, Sec. 2 BY-LAWS ARTICLE I - Name and Emblem BY-LAWS ARTICLE IX, Sec. 1 "Name, Emblem and Other Logos of the Association" ARTICLE II - International Board Elections ARTICLE III "Elections" Sec. 1 - International Convention Elections ARTICLE III, Sec. 1 "International Board Elections" Sec. 2 - Candidacy Requirements for Second Vice President ARTICLE III, Sec. 2 Sec. 3 - Candidacy Requirements for International Director ARTICLE III, Sec. 3 Sec. 4 - Endorsement and Certification of Endorsement Requirements for Candidates ARTICLE III, Sec. 5 Sec. 5 - Representation ARTICLE III, Sec. 6 Sec. 6 - International Nominating Committee ARTICLE III, Sec. 8 ARTICLE III - Duties of Officers ARTICLE VI "Duties of International Officers and Others" Sec. 1 - President ARTICLE VI, Sec. 1 Sec. 2 - Vice President ARTICLE VI, Sec. 2 Sec. 3 - Administrative Officers ARTICLE VI, Sec. 3 ARTICLE IV - Committees of the International Board of Directors ARTICLE VII Sec. 1 - Standing Committees ARTICLE VII, Sec. 1 Sec. 2 - Credentials, Rules of Procedure, Resolutions and Elections ARTICLE VII, Sec. 2 Sec. 3 - Special or Ad Hoc Committees ARTICLE VII, Sec. 3 Sec. 4 - Chairperson, Vacancies ARTICLE VII, Sec. 4 Sec. 5 - Appointments Limitation ARTICLE VII, Sec. 5 ARTICLE V - International Board of Directors Meetings ARTICLE V "Meetings" Sec. 1 - Regular Meetings ARTICLE V, Sec. 1 "International Board of Directors Regular Meetings" Sec. 2 - Special Meetings ARTICLE V, Sec. 2 Sec. 3 - Business Transacted by Mail ARTICLE V, Sec. 3 Sec. 4 - Quorum ARTICLE V, Sec. 4 Sec. 5 - Executive Committee ARTICLE V, Sec. 5 NOTE: The LEFT column contains the proposed reorganization and the RIGHT column contains references to where the proposed sections are presently located.

7 Proposed Amendment EXHIBIT A PAGE 3 of Constitution and By-Laws ARTICLE VI - Annual International Convention ARTICLE IV Sec. 1 - International Board Authority Over Convention ARTICLE IV, Sec. 1 Sec. 2 - Official Call ARTICLE IV, Sec. 2 Sec. 3 - Officers of Convention ARTICLE IV, Sec. 3 Sec. 4 - District Governor - Expenses of Attending Conference ARTICLE IV, Sec. 4 ARTICLE VII - International Accounts ARTICLE IX "Miscellaneous Provisions" Sec. 1 - Audit of Accounts ARTICLE IX, Sec. 2 Sec. 2 - Blocked Funds ARTICLE IX, Sec. 3 ARTICLE VIII - District Organization ARTICLE II Sec. 1 - Jurisdiction for Forming Districts ARTICLE II, Sec. 1 Sec. 2 - Minimum District Requirements ARTICLE II, Sec. 2 Sec. 3 - Redistricting ARTICLE II, Sec. 3 Sec. 4 - Council of Governors ARTICLE II, Sec. 4 Sec. 5 - Multiple District Council of Governors Powers ARTICLE II, Sec. 5 Sec. 6 - District Cabinet ARTICLE II, Sec. 6 Sec. 7 - Cabinet Meetings ARTICLE II, Sec. 7 ARTICLE IX - District Conventions and Elections ARTICLE II, ARTICLE III and ARTICLE V Sec. 1 - District (Single, Sub- and Multiple) Conventions ARTICLE V, Sec. 6 Sec. 2 - Authority of District Conventions ARTICLE V, Sec. 7 Sec. 3 - Club Delegate Formula ARTICLE V, Sec. 8 Sec. 4 - Candidacy Requirements for District Governor ARTICLE III, Sec. 4 Sec. 5 - District Procedural Requirements ARTICLE III, Sec. 7 "District Candidacy Requirements" Sec. 6 - District Governor/Vice District Governor Elections ARTICLE III, Sec. 9 "District Governor/Vice District Governor Election Procedures" Sec. 7 - Breaking a Tie Vote ARTICLE III, Sec. 10 Sec. 8 - District Convention Reports ARTICLE II, Sec. 8 ARTICLE X - Duties of District Officers ARTICLE VI "Duties of International Officers and Others" Sec. 1 - Multiple District Council Chairperson ARTICLE VI, Sec. 4 Sec. 2 - District Officers ARTICLE VI, Sec. 5 ARTICLE XI - Club Membership ARTICLE I "Membership" Sec. 1 - Club Organization ARTICLE I, Sec. 1 Sec. 2 - Club Name ARTICLE I, Sec. 2 Sec. 3 - Application Procedure ARTICLE I, Sec. 3 Sec. 4 - Obligations of a Club ARTICLE I, Sec. 4 Sec. 5 - Status Quo/Cancellation of Charter ARTICLE I, Sec. 5 Sec. 6 - Club Resignation ARTICLE I, Sec. 6 Sec. 7 - Categories ARTICLE I, Sec. 7 Sec. 8 - Dual Club Membership ARTICLE I, Sec. 8 ARTICLE XII - Rules of Order and Procedure ARTICLE IX, Sec. 5 "Rules of Order and Procedure" ARTICLE XIII - Amendments ARTICLE VIII and Article IX Sec. 1 - Amending Procedure Article VIII, Sec. 1 Sec. 2 - Notice Article VIII, Sec. 2 Sec. 3 - Effective Date Article IX, Sec. 4 NOTE: The LEFT column contains the proposed reorganization and the RIGHT column contains references to where the proposed sections are presently located.