LIONS OF WISCONSIN - DISTRICT 27 B2 CONSTITUTION

Last Revised 12/01/2015 LIONS OF WISCONSIN - DISTRICT 27 B2 CONSTITUTION ARTICLE I - NAME The organization shall be "District 27 B2, Lions of Wisconsin of the International Association of Lions Clubs". It shall be referred to hereinafter as the "District". ARTICLE II - OBJECTS OF THE DISTRICT a. To help advance, throughout the District, the Objects and the Code of Ethics set forth by Lions Clubs International and the Multiple District. b. To assist and provide proper and orderly administration of Lionism throughout the District. c. To establish, coordinate and give support to District-wide Lions, Lioness & Leo projects. d. To provide greater strength in carrying out the ideals and principles of Lionism. e. To better coordinate and direct effective leadership at all levels of Lionism in the District. ARTICLE III - MEMBERSHIP The membership of the District shall consist of all Lions Clubs in the area described in the Constitution of Multiple District 27. Section 2 - DISTRICT COMPOSITION The District may be divided into Regions at the option of the District Governor. The District shall be divided into Zones. Each Lions Club shall be assigned to a Region (if used) and Zone by the District Governor. ARTICLE IV - DISTRICT OFFICERS The principal and presiding officer of the District shall be the District Governor. Under the supervision of the International Board of Directors, he/she shall perform those duties of the office of District Governor set forth in the Lions Clubs International Constitution and Bylaws, the Multiple District Constitution and Bylaws, and such other duties as come within the scope of his/her office. Section 2 Page 1 of 17

The District Governor 1 st Vice District Governor and 2 nd Vice District Governor shall be elected at the annual District Convention by the certified delegates of the District, present and voting. Section 3 The District Governor shall appoint, by the time he/she officially takes office, the following District Officers, who shall be part of his/her cabinet: a. A Cabinet Secretary b. A Cabinet Treasurer c. Region Chairmen at the option of the District Governor, one for each Region d. Zone Chairmen one for each Zone. Section 4 Each officer appointed by the District Governor shall be a member of a Lions Club in good standing in the District. Section 5 The District Governor-Elect shall assume the responsibilities of his/her office immediately upon adjournment of the International Convention which follows his/her election. He/she shall serve until the adjournment of the next following International Convention. Section 6 There shall be no salary paid by the District to any officer. Any remuneration paid to an officer of the District for expenses incurred in performing official Lions business shall be made only, in accordance with the Rules for Expense Reimbursement set forth by Lions Clubs International. ARTICLE V - DISTRICT ORGANIZATION The District Regions and Zones may be realigned by the District Governor with the majority approval of the District Cabinet. ARTICLE VI - DISTRICT GOVERNOR'S CABINET a. There shall be a District Governor's Cabinet, composed of the District Governor, who shall be the executive head; the Immediate Past District Governor; the 1 st Vice District Governor; the 2 nd Vice District Governor; the Region Chairmen (if used); the Zone Chairmen; the Cabinet Secretary; the Cabinet Treasurer; and Committee Chairmen, as appointed by the District Governor. All of the District Officers listed in this sub-section shall have voting privileges. b. At the discretion of the District Governor, ex-officio (non-voting) members may be appointed. Page 2 of 17

c. The Past District Governors in the District may be invited to attend the meetings of the Cabinet at the discretion of the District Governor. Their participation in business matters of the Cabinet shall be advisory only, and they shall have no voting privileges unless serving as a Committee Chairman as described in the Cabinet Policy document. Section 2 In the absence of the District Governor at a Cabinet meeting, the 1 st Vice District Governor shall perform the duties of the District Governor. In the absence of both the District Governor and the 1st Vice District Governor, the 2 nd Vice District Governor shall perform the duties of the District Governor. If the District Governor, 1 st Vice District Governor and the 2 nd Vice District Governor are absent, the Cabinet shall select one of its members to perform the duties of the District Governor at the meeting. Section 3 The voting quorum of the District Governor s Cabinet shall be defined in the District Policy manual and be reviewed on an annual basis at the first Cabinet meeting of the year. Section 4 a. The District Governor shall call at least one regular meeting of the Cabinet each quarter during the year. The first meeting shall be held within forty-five days after the adjournment of the International Convention. b. The Cabinet Secretary shall give each member of the Cabinet at least ten days notice of all regular meetings. Section 5 a. The District Governor may call special meetings of the Cabinet. Special meetings may also be called upon the written request of a majority of members of the Cabinet to either the District Governor or the Cabinet Secretary. b. The Cabinet Secretary shall give at least five days and not more than ten days notice of any special meeting. ARTICLE VII - DISTRICT GOVERNOR'S ADVISORY COMMITTEE There shall be in each Zone a District Governor's Advisory Committee (aka: Zone meetings) composed of the Zone Chairman, the Presidents, First Vice-Presidents, Secretaries, and Membership Chairmen of all of the Clubs in the Zone. The Zone Chairman shall be the Chairman of his/her Zone s District Governor s Advisory Committee and shall preside at all meetings of this committee. Section 2 The Zone Chairman in each Zone shall call at least three and preferably four meetings of the District Governor's Advisory Committee during the year. Page 3 of 17

Section 3 The time and place of the Advisory Committee meetings shall be decided by the Zone Chairman. All such meetings shall be scheduled and arranged for the convenience of the Presidents, First Vice-Presidents, Secretaries, and Membership Directors of each Club, who shall attend such meetings. ARTICLE VIII - DISTRICT GOVERNOR'S HONORARY COMMITTEE There may be a District Governor s Honorary Committee. The membership of the committee shall consist chiefly of Past International Officers and Past District Governors residing within the District. The Committee and its Chairman shall be appointed by the District Governor. The Chairman may also be appointed an ex-officio member of the District Governor's Cabinet. Any actions of the Committee or of its individual members shall be under the supervision of the District Governor. The principal purpose of the Committee shall be to provide guidance and promote harmony throughout the District. ARTICLE IX - DISTRICT FINANCES a. The Cabinet Treasurer shall collect from the Clubs in the District the amount of the per capita tax approved by the State Convention for Multiple District and State Convention administrative expenses. He/she shall also collect from the Clubs in the District the amount for the District Administrative Fund approved by the District Cabinet at the first Cabinet meeting. This amount shall not exceed an amount to be set by the Council of Governors of the Multiple District. b. The per capita tax shall be levied on each member and shall be collected from all clubs semiannually by September 10 and March 10 of each year. c. The per capita tax shall be based upon the membership of each Club as shown on the Lions Clubs International membership report for December and June. d. The per capita tax shall be levied on all members to provide the necessary finances for the purposes specified in the Multiple District Constitution. Section 2 The Cabinet Treasurer shall retain for District administrative expenses that portion of the per capita tax which was approved for the District Administrative Fund. He/She shall promptly remit to the State Council Treasurer the balance of the funds collected for Multiple District purposes. Section 3 New and reorganized Clubs shall be billed for a pro-rated share of the per capita tax beginning the first day of the month following the date of their organization. Section 4 Page 4 of 17

All monies shall be disbursed from the District Administrative Fund by check drawn and signed by the Cabinet Treasurer and countersigned by the District Governor. District administrative expenses shall be approved in the annual budget by the District Governor s Cabinet. Section 5 The Cabinet Treasurer shall prepare an itemized report of all District Administrative Fund receipts and disbursements and shall provide a copy of the report to each member of the District Governor's Cabinet at each regular meeting. The report shall be attached to the minutes of the meeting and shall be subject to audit. Section 6 The expenses of the District Governor-Elect to attend the International Convention are paid by Lions Clubs International and those of the District Governor to attend the International Convention are paid by the Multiple District. Such expenses shall not be paid from the District Administrative Fund except that, when the International Convention is held outside the continental limits of the United States and Canada, the Cabinet may approve an amount from District funds to supplement any amount paid by Lions Clubs International or the Multiple District. Section 7 a. The District Governor's Cabinet shall authorize an amount to be paid from District Funds to reimburse the Cabinet Secretary and Cabinet Treasurer for expenses in connection with attendance at the District 27 B2 and State Convention in accordance with LCI rules for expense reimbursement claims. Section 8 a. Each retiring District Governor's Cabinet shall request an annual audit of the records and accounts of the Cabinet Treasurer by a competent auditor or by an auditing committee appointed by the incoming District Governor. The annual audit shall be completed by the first meeting of the new Cabinet. b. Additional audits may be requested by the Cabinet at any time of the year for sufficient cause. c. The District Governor shall provide a copy of the audit report to the Cabinet Secretary. The result of the audit shall be reported to the District Cabinet by the audit committee at the first Cabinet meeting following the International convention. ARTICLE X - DISTRICT CONVENTION A District Convention shall be held each year on the weekend which includes the first Friday and Saturday in November. Section 2 a. The host convention club/site shall be selected two years in advance. Applications from Page 5 of 17

prospective convention host clubs shall be submitted to the District Governor and district elections chair no later than the last day of August. b. In the event that no application is received from any club, or if no qualified application is recommended by the District Convention Site Committee, the District Cabinet shall determine the location/host of the Convention. c. The District Cabinet shall be allowed to apply to host the District Convention following the same criteria as applying host clubs. Section 3 a. The club/sites recommended by the District Convention Committee shall be voted upon by ballot by the registered delegates to the District Convention. The club/site receiving the highest number of votes shall be designated the convention host. b. Within ninety days after selection the host Lions Club shall execute a written reservation agreement with the convention site and provide it to the District Governor. Section 4 The District Cabinet shall have the power and authority to change at any time for good and sufficient reason, the location of the District Convention. It shall have this right without any liability to the District or the District Governor. Section 5 a. The District Governor shall be the presiding officer of the annual District Convention. b. The District Governor or a committee approved by the District Governor shall be included in the planning of all phases of the District Convention. Section 6 During the District Convention a meeting of the District Cabinet shall be scheduled to permit the presentation of financial and other reports by the Cabinet Secretary and Treasurer and the District Governor. Section 7 a. Each chartered Club in good standing in the District, with all International, Multiple District and District per capita taxes paid in full, shall be entitled to one voting delegate and one alternate for each ten members of said Club or major fraction thereof, as shown by the records of Lions Clubs International on the first day of the month last preceding the month during which the convention is held. The major fraction referred to in this section shall be five or more members. b. Every Past District Governor who is a member in good standing of a Lions Club in the District shall be entitled to full delegate privileges at each District Convention. No Past District Governor shall be included in the delegate quota of his/her Club for any such Convention. Page 6 of 17

Section 8 All new or reorganized chartered Clubs, regardless of the date when they were organized, shall have full delegate privileges at the District Convention. Section 9 A vote on any question or ballot may be cast only by a registered delegate present in person at the Convention. No delegate shall, or shall be allowed to, cast more than one vote on any question or issue. 0 A majority of the registered 27 B2 Lions in attendance at the business session shall constitute a quorum for the transaction of non-balloted business except as otherwise provided in this Constitution or the Bylaws. ARTICLE XI CONFLICTS WITH LIONS CLUBS INTERNATIONAL OR MULTIPLE DISTRICT CONSTITUTIONS In the event that any section of this Constitution is found to be in conflict with the Constitution or Bylaws of Multiple District 27 or the Constitution or Bylaws of Lions Clubs International, the said section of this Constitution shall be void and without effect; however, the remainder of this Constitution shall remain in full force. ARTICLE XII - AMENDMENTS AND VOTING PROCEDURE a. This Constitution may be amended only at the District Convention by resolution duly presented, and adopted by a two-thirds affirmative vote of the certified delegates present and voting. b. Typographical and grammar corrections may be made to the Constitution with the approval of the Cabinet. Section 2 a. Voting on any amendment to the Constitution of the Lions of Wisconsin, District 27 B2 brought before the District Convention shall be by secret ballot by the certified Delegates to the District Convention. b. Any other matter brought before the District Convention except amendments to the Bylaws of the Lions of Wisconsin, District 27 B2 shall be by voice vote unless a request is made for roll call by at least ten per cent of the registered Lions in attendance at the business session. Page 7 of 17

Last Revised 12/01/2015 LIONS OF WISCONSIN - DISTRICT 27 B2 BYLAWS ARTICLE I - DUTIES OF DISTRICT OFFICERS - District Governor a. The District Governor shall be the chief executive officer of the District and shall preside at all meetings of the District Governor's cabinet. He/she shall act under the direction of the Board of Directors of Lions Clubs International and shall have general supervision of all Clubs in the District. b. The District Governor shall perform those duties of the office as set forth in the Lions Clubs International Constitution and Bylaws, District Governor s manual and other directives, the Multiple District Constitution, Bylaws and Policy Manual. c. If possible, he/she or a designee shall visit each Club in the District at least once during his/her term of office d. No elected District Governor shall be permitted to succeed himself/herself e. The District Governor shall have the authority to remove from office, for good and sufficient cause, any Region Chairman (if used), Zone Chairman, or any other District Officer or Committee member. f. When a vacancy occurs in the office of District Governor, it shall be filled in accordance with the provisions of the Constitution of Lions Clubs International. Until such appointment is made, the 1 st Vice District Governor shall act as the District Governor. Section 2 - Cabinet Secretary and Cabinet Treasurer a. The Cabinet Secretary shall keep a true and complete record of the proceedings of all meetings of the Cabinet and shall provide copies of such proceedings within ten days after each meeting to all members of the Cabinet and the office of Lions Clubs International. b. The Cabinet Treasurer shall collect from the Clubs in the District all the per capita taxes authorized by the District Constitution. He/She shall deposit the monies in such depositories as are designated by the Cabinet. He/She shall disburse these funds only as authorized by the Cabinet in accordance with said District Constitution. c. The Cabinet Treasurer shall faithfully discharge his/her duties set by the Cabinet approved budget and shall submit financial reports to the Cabinet at each Cabinet meeting and such other special reports as may be called for by the Cabinet. He/she shall submit his/her books and Page 8 of 17

accounts for audit whenever required by the Cabinet. At the end of the fiscal year he/she shall place in the hands of his/her successor all monies and records, financial and otherwise, which pertain to his/her office within not more than fifteen days following the close of his/her term of office. d. They shall also perform such other duties as ordinarily pertain to the office of Cabinet Secretary and Cabinet Treasurer and delegated to him/her from time to time by the District Governor and the Cabinet. e. The official actions of the Cabinet Secretary and Cabinet Treasurer shall be under the supervision of the District Governor and/or the Cabinet. f. In the event the Cabinet Secretary and/or Cabinet Treasurer for any reason cannot or does not efficiently perform the duties of the office to the best interests of Lionism, or in the event the office is for any reason vacated, the District Governor shall appoint a successor to serve for the unexpired term. Section 3 The VICE DISTRICT GOVERNORS The Vice District Governors shall perform those duties of the office as set forth in the Lions Clubs International Constitution and Bylaws, the Multiple District Constitution, Bylaws and Policy Manual, and such other duties as come within the scope of this office. Section 4 - REGION CHAIRMAN, (IF USED) a. The Region Chairman shall be appointed by the District Governor, be a member of the Cabinet and shall attend all regular and special meetings and deliberations of that Cabinet. He/she shall assist the District Governor by performing such other duties as may be delegated to him/her by the District Governor. The official actions of the Region Chairman shall be under the supervision of the District Governor. b. When called upon to do so he/she shall recommend to the District Governor Lions qualified to serve as Zone Chairman in his/her Region. c. It shall be his/her duty to see that every Club in his/her Region is operating under the Constitutions and Bylaws of Lions Clubs International, the Multiple District, and the District. d. It shall be his/her duty to promote the annual District, State, International Conventions and USA/Canada Lions Leadership Forum among the Clubs in his/her Region and to encourage their representation at each of the Conventions by at least the full quota of delegates to which they are entitled. e. He/she shall supervise and assist the Zone Chairmen of his/her Region in the performance of their official duties. He/she shall cooperate with them in holding regularly scheduled meetings of the District Governor's Advisory Committees (aka: Zone meetings) and he/she shall attend such meetings when called upon. Page 9 of 17

f. If the Region Chairman shall cease to be a member in good standing in a Lions Club in good standing in the Region to which he/she was appointed, his/her term of office shall cease immediately. The District Governor shall appoint a successor per the International Constitution and Bylaws. Section 5 - ZONE CHAIRMAN a. The Zone Chairman shall be appointed by the District Governor, be a member of the Cabinet and shall attend all regular and special meetings and deliberations of that Cabinet. He/she shall assist the District Governor by performing such other duties as may be delegated to him/her by the District Governor. The official actions of the Zone Chairman shall be under the supervision of the District Governor or the Region Chairman if utilized. b. He/she shall schedule and hold District Governor s Advisory Committee meetings (aka: Zone meetings). He/She shall be the presiding officer of such meetings. The first meeting shall be held not later than October 1 st ; the second meeting shall be held not later than January 31 st ; the third not later than April 1 st ; and the fourth meeting is optional. c. He/she shall make a report of each District Governor s Advisory Committee meeting and shall send copies within five days thereafter to the parties determined by the District Governor. d. It shall be his/her duty to see that every Club within his/her Zone is operating under the Constitutions and Bylaws of Lions Clubs International, the Multiple District, and the District. e. It shall be his/her duty to promote the annual District, State, International Conventions and USA/Canada Lions Leadership Forum among the Clubs in his/her Zone and to have the Clubs encourage their representation at each of the Conventions by at least the full quota of delegates to which they are entitled. f. In the event he/she cannot or does not perform the required duties of his/her office including failure to submit the necessary reports concerning his/her District Governor's Advisory Committee meetings (aka: Zone meetings), the District Governor may remove them from office. If the Zone Chairman shall cease to be a member in good standing in a Lions Club in good standing in the Zone to which he/she was appointed, his/her term of office shall cease immediately. The District Governor shall appoint a successor per the International Constitution and Bylaws. Section 6 - DISTRICT GOVERNOR'S CABINET (heretofore known as the Cabinet) a. The Cabinet is the deliberative and administrative body of the District Governor. The Cabinet formulates plans and policies. b. The Cabinet shall receive reports and recommendations from the Clubs and Zones through the Region Chairmen (if used) and Zone Chairmen. The Cabinet shall also receive reports and Page 10 of 17

recommendations from committee chairmen as described in the District policy manual. c. The Cabinet shall designate a depository for all funds. d. The Cabinet shall authorize the payment from the District Treasury of all legitimate expenses pertaining to the administration of the District through the approval of an annual District budget. e. The Cabinet shall secure a corporate surety bond for the Cabinet Treasurer and approved second signer and shall approve the surety company in which he/she shall be bonded. f. The Cabinet shall receive from the Cabinet Treasurer financial reports at each cabinet meeting or more frequently if necessary, g. The Cabinet shall make provisions for an audit at the close of each fiscal year of the books and records of the Cabinet Treasurer by a competent auditor or by an auditing committee. h. The Cabinet shall receive such other reports from the Cabinet Secretary and Cabinet Treasurer as are found necessary from time to time. i. The District Governor shall have the power to fill any Cabinet vacancy for the unexpired term. Section 7 - DISTRICT GOVERNOR'S ADVISORY COMMITTEE a. The Committee shall be an advisory body from its Zone to the District Governor and his/her Cabinet. It shall represent all of the Clubs in the Zone in that capacity: It serves in an advisory capacity only. It shall be composed of the Zone Chairman, the President, First Vice-President, Secretary, and Membership Directors of each Club in the Zone. The Zone Chairman shall be the Chairman of the Advisory Committee. b. The District Governor s Advisory Committee shall convey information and recommendations in the Zone, Region and District to the District Governor and his/her Cabinet through its Zone Chairman or Region Chairman. c. The District Governor s Advisory Committee shall hold regularly scheduled meetings - at least three and preferably four - during the fiscal year. The first meeting shall be held not later than October 1 st. The second meeting shall be held not later than January 31 st. The third meeting shall be held not later than April 1 with the fourth meeting being optional. d. The District Governor s Advisory Committee shall assist the Zone Chairman in his/her endeavor to have every Club within the Zone operating under the Lions Clubs International Standard Club Constitution and Bylaws, the District and Multiple District Constitutions and Bylaws and district policy manual. e. The District Governor s Advisory Committee shall promote attendance from the Clubs in the Zone at the annual District, State, International Conventions and USA/Canada Lions Leadership Page 11 of 17

Forum. Section 8 - DISTRICT GOVERNOR'S HONORARY COMMITTEE a. The principal purpose of this Committee shall be to promote harmony throughout the District. b. The Committee may be appointed by the District Governor, who shall designate the Chairman. The official actions of this committee or of its individual members shall be under the supervision of the District Governor. c. The Chairman of the committee shall attend Cabinet meetings when called upon by the District Governor. The Chairman of this committee shall be designated a member of the Cabinet at the discretion of the District Governor. d. The Committee shall meet at the call of the District Governor. Section 9 - DISTRICT PUBLIC RELATIONS CHAIRMAN a. The District Public Relations Chairman may be appointed by the District Governor and shall be a member of the Cabinet. He/she shall work under the direction and supervision of the District Governor. b. He/she can plan programs which will assist in developing and maintaining good public relations between the Clubs of the District and the general public. With the approval of the District Governor, he/she may appoint a Public Relations Committee from the Clubs within the District (usually from two to five members) to assist him/her in carrying out a public relations program. Each member of the committee shall act to build good public relations between the Clubs and their communities in his/her respective area. c. He/she shall cooperate with the editor of the Lions State Newspaper providing news articles and stories of activities in the District. d. He/she shall perform such other duties pertaining to public relations programs and activities as requested by the District Governor. 0 -DISTRICT GOVERNOR'S COMMITTEE APPOINTMENTS a. The District Governor may appoint such special committees from time to time as may be necessary in his/her judgment. b. The District Governor shall designate the Chairman of each committee appointed by him/her and shall have power to fill all vacancies on any committee so appointed. ARTICLE II - DISTRICT NOMINATIONS AND ELECTIONS - DISTRICT ELECTIONS COMMITTEE a. A District Elections Committee shall be appointed by the District Governor and shall function in Page 12 of 17

accordance with the provisions of the Multiple District Bylaws. b. The District Elections Committee shall receive all written nominations for the offices of District Governor, 1 st Vice District Governor, 2 nd Vice District Governor, Director of the Wisconsin Lions Foundation, Sturm Humanitarian Foundation Directors and the recommended future District Convention host/site(s) from any Club in good standing in the District by midnight on the last day of August and the Committee shall immediately send a copy of all nominations to the State Headquarters. c. The Committee shall review and check the qualifications of all candidates for which written nominations have been received. The Committee shall submit a certified list of the candidates nominated to the Cabinet Secretary by September 15th. This list shall be presented to the District Cabinet at its last meeting prior to the District Convention for recording the names in the minutes only. If no meeting of the District Cabinet is held between September 15th and the date of the District Convention, the names of candidates shall be published on the District web site. d. Nominations for any District office may be made from the floor of the business session of the District Convention provided the nominee has the required qualifications for office outlined in the Multiple District Bylaws. All nominations received after midnight on the last day of August shall be voted upon as "write-in" candidates, and shall not appear on the printed ballot. e. The District Elections Committee shall present its report of the candidates for each District office at the business meeting of the District Convention. f. In the event the District Elections Committee does not receive any nominations for an office by midnight on the last day of August, it shall immediately report this information in writing to the District Governor. The matter shall be referred to the District Cabinet for action to assure at least one candidate for each office before the District Convention. g. The District Elections Committee shall receive all written resolutions to amend the Constitution or Bylaws by midnight on the last day of August and the Committee shall immediately send a copy of said resolutions to the District Governor and the District Resolutions chairman. Section 2 - DISTRICT CANDIDATES a. Candidates for the office of District Governor shall meet the qualifications set forth in the Multiple District Bylaws. The candidate shall be limited to $ 1,000 in total promotional expenditures for his/her campaign, including value of donations. A detailed report of donations and expenditures may be requested by the Elections Committee within 30 days after election. b. Candidates for the office of 1 st Vice District Governor and 2 nd Vice District Governor shall meet the following qualifications: 1. Be an active member in good standing of a chartered Lions Club in good standing in District 27 B2. Page 13 of 17

2. Secure the endorsement of the Lions Club or a majority of the Clubs in District 27 B2. 3. Have served or will have served at the time the Lion takes office as Vice District Governors: i. As President of a Lions Club for a full term or major portion thereof and a member of the Board of Directors of a Lions Club for no less than two (2) additional years. ii. As Zone Chairman or Region Chairman or Cabinet Secretary for a full term or major portion thereof iii. With none of the above being accomplished concurrently. c. Candidates for the office of Director Wisconsin Lions Foundation shall meet the qualifications set forth in the Multiple District Bylaws. d. All nominations by Clubs must be filed with the District Elections Committee by midnight on the last day of August. e. Speeches at the District Convention on behalf of candidates for District Governor, 1 st and 2 nd Vice District Governors, Director Wisconsin Lions Foundation, Sturm Humanitarian Foundation Directors and District Convention host/site(s) shall be limited to one nominating speech of not more than five (5) minutes and one seconding speech of not more than three (3) minutes for each candidate. f. In the event there is more than one candidate for any office; the candidate receiving the highest number of votes cast shall be declared elected. In case of a tie vote, the tied candidates shall be summoned to the place of voting immediately upon confirmation of the tie vote by the Chairman of the District Elections Committee. At that time, in the presence of the members of the District Elections Committee, the Chairman of the District Elections Committee shall toss a coin allowing it to fall to the floor, and the tied candidates shall-choose heads or tails. The winner of the toss shall be declared the winner of the election. g. The official ballot for District Governor, 1 st and 2 nd Vice District Governors, Director Wisconsin Lions Foundation, Sturm Humanitarian Foundation Directors and District Convention host/site(s) shall only contain the names of candidates who have filed papers by the last day of August. To be a valid candidate, these candidates and any write-in candidates must be formally nominated at the business meeting held during the District Convention. ARTICLE III - DISTRICT CONVENTION - RESPONSIBILITY The District Cabinet shall be responsible for the supervision of all activities in connection with the District Convention Page 14 of 17

Section 2 - RULES OF PROCEDURE a. Robert's Rules of Order shall be the parliamentary authority of procedure except as otherwise provided in this section. These rules of procedure shall not be suspended, added to or amended except by a two-thirds vote of the District Convention delegates present and voting. b. The regular order of business as shown in the Convention program shall be strictly adhered to. c. Resolutions shall not be introduced or read from the floor. d. No person, except those who have been assigned speeches and discussions, shall be allowed to speak more than twice, nor more than three minutes each time, on any subject without the consent of the Convention attendees at the business meeting. e. No certified credential card shall be issued later than noon on the day of balloting. f. Voting for any candidate or question which is properly placed on the ballot shall take place immediately following the close of the final Convention business session at a place designated by the District Governor's Cabinet. The polls shall remain open for thirty (30) minutes following the adjournment of the final business session. The Chairman of the District Elections Committee shall be the official timekeeper for purposes of this subsection. g. Each delegate, upon surrender of his/her certified credential card, shall be entitled to one ballot. h. The following message shall be printed on the back of each credential card: "This Credential Card MUST be certified by the Cabinet Secretary before noon on the day of balloting. No delegate or alternate will be permitted to vote unless his/her Credential Card is stamped by the Cabinet Secretary". i. If the Cabinet Secretary is unable to fulfill the requirement of credential card certification, the District Governor shall designate an alternate. Section 3 - HOST CLUB QUALIFICATION REQUIREMENTS a. The District Convention Site Committee shall determine whether a city meets the following criteria before certifying it as qualified to host the District Convention: i. A minimum of forty-five first-class rooms in or next to the Convention headquarters establishment. ii. iii. A meeting room for business sessions and banquets seating an appropriate number based on past attendance. Breakout rooms for seminars as required by the District Cabinet. Page 15 of 17

iv. Areas for registration and voting as required by the District Cabinet. ARTICLE IV - STURM HUMANITARIAN FOUNDATION, INC. This project shall be governed by its own Articles of Incorporation and Bylaws incorporated herein by reference. ARTICLE V - LOCAL AND DISTRICT PROJECTS No project which involves Lions shall be authorized, undertaken, sponsored or promoted by anyone without the written approval of: a. The local Lions Club, if the project is of a local nature b. The District Governor's Cabinet, if the project involves Lions or Lions Clubs within the District. c. Projects considered as state approved by the Council of Governors do not require local or district approval. ARTICLE VI - FISCAL YEAR The fiscal year of the District shall run July 1 through June 30. ARTICLE VII - MEMBERSHIP LISTS No list of members of the Lions of District 27 B2 shall be furnished to any person requesting the same for their personal advantage or gain. ARTICLE VIII CONFLICTS WITH LIONS CLUBS INTERNATIONAL OR MULTIPLE DISTRICT CONSTITUTIONS In the event that any section of these Bylaws are found to be in conflict with the Constitution or Bylaws of Multiple District 27 or the Constitution or Bylaws of Lions Clubs International, said section of these Bylaws shall be void and without effect; however, the remainder of these Bylaws shall remain in full force. ARTICLE IX - AMENDMENTS Page 16 of 17

a. These Bylaws may be amended only at the District Convention by resolution duly presented, and adopted by a majority affirmative vote of the certified delegates present and voting. b. Typographical and grammar corrections may be made to the Bylaws with the approval of the Cabinet. Section 2 a. Voting on any amendment to the Bylaws of the Lions of Wisconsin, District 27 B2 brought before the District Convention shall be by secret ballot by the certified Delegates to the District Convention. Page 17 of 17