OKLAHOMA LIONS SERVICE FOUNDATION, INC. CONSTITUTION April 27, 2013, Revised ARTICLE 1 NAME AND LOCATION The name of this corporation shall be The OKLAHOMA LIONS SERVICE FOUNDATION, INC., hereinafter referred to as the Foundation. It shall be located in the office as designated by the Board of Directors. Date of Incorporation 1974 ARTICLE II ORGANIZATION AND PURPOSE SECTION 1. The Foundation is organized by the Lions of Oklahoma, Multiple District 3, and Lions Clubs International. SECTION 2. (a) The Foundation shall be a non-profit organization, which has been organized for charitable and benevolent purposes and not for pecuniary profit, operating under the control and direction of its Board of Directors as incorporated. (b) The Foundation shall be the organization authorized, empowered and directed to solicit, raise and accept funds for and on behalf of existing statewide charitable and benevolent projects of the Lions of Oklahoma and any and all other charitable and benevolent projects which the Board of Directors shall approve from time to time. (c) The Foundation may collect funds by statewide solicitation programs handled through the Lions Clubs of Oklahoma and its members. Undesignated funds shall be budgeted and disbursed by the Officers and Board of Directors of the Foundation based on submitted budgets from the elected officers of each individual project. Funds which have been specifically designated by the donor for a certain project will be dispersed directly to that project and will not affect the allocation budgeted to that project. In no event shall any funds of the Foundation be disbursed for purposes inconsistent with the purposes of the Foundation and the continued exemption under Code Section 501(c) (3). (d) The Foundation shall perform and carry on all the matters and business transactions necessary to the objects and purposes of the Foundation as is usual and proper in connection with not-for-profit corporations, and is authorized under and by virtue of the laws of the State of Oklahoma. Page 1 of 4
ARTICLE III MEMBERSHIP QUALIFICATIONS Membership in this Foundation shall be open to any Oklahoma Lion or other person. An active member in good standing of a Lions Club of Oklahoma shall be an active member. At the sole discretion of the Service Foundation, other persons, Non-Lions, may become exofficio members, without voting power, by making donations to the Foundation, or shall otherwise qualify as an At-Large Board member with full voting rights as provided by the By-Laws of the Foundation. Membership in the Foundation shall not require the payment of dues. ARTICLE IV TERM OF EXISTENCE This corporation is not for profit and shall have duration of fifty- (50) years from the date of its incorporation and can be dissolved only by the affirmative vote of 2/3 of the Directors of the Foundation, and the affirmative vote of 2/3 of the active members at an annual membership meeting of the Foundation. In the event of such dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purpose of the Foundation, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under the Section 501c (3) of the Internal Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. ARTICLE V RESPONSIBILITIES AND AUTHORITY SECTION 1. (a) It may purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property or any interest therein, wherever situated. (b) It may sell convey, mortgage, pledge, lease, exchange, invest, transfer and otherwise manage the property and assets of the Foundation. (c) It may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use, deal in and with, shares or other interest in or obligations of other corporations, however or wherever organized, and of associations, trusts, partnerships, or individuals, or of the United States or of any government, state, territory, governmental district or municipality or of any instrumentalities thereof. Page 2 of 4
(d) It may make contracts and incur liabilities, borrow money at such rates of interest as the Board of Directors may determine, issue its notes, bonds or other obligations, and secure any of its obligations by mortgages or pledges all of or any portion of its property, franchises and income, subject to the vote of the Board of Directors. (e) It may hire such employees as are necessary for the operation of the foundation, which will operate under the directions of the Board of Directors and are subject to their approval. (f) It shall have all the powers necessary or convenient to affect any or all of the purposes for which the corporation is organized. SECTION 2. The Foundation shall organize and manage all statewide fundraising projects for the general solicitation of funds from the Lions of Oklahoma, Multiple District 3, and the general public. The Board of Directors shall approve such statewide projects. SECTION 3. (a) All funds received by the Foundation shall be allotted as specified by a donor or donors for a specific capital improvement or other specific use by an Oklahoma Lions State Project. All funds received which are not specifically designated for any particular project, will be allocated to the General Fund of the Foundation. (b) In the event that any Department of the State or the United States Government or any division of an educational institution should elect, with the consent of the governing board of any Oklahoma Lions State Project, to conduct certain types of experiments and/or educational activities in connection with the projects, such expenditures or anticipated expenditures by such institutions or agencies shall not be considered in the formation and approval of the budgets of the State Projects. (c) Any expenditure of funds of more than $75,000.00 other than prior approved projects shall be approved by a 2/3 affirmative vote of the members of the foundations (active Oklahoma Lions) present and voting at the annual meeting or special called meeting. ARTICLE VI AMENDMENTS SECTION 1. PROCEDURE. (a) Recommendation for changes or amendments to this constitution shall be made by a majority vote of the Board of Directors. All such approved amendments shall then be submitted to the State Constitution and By- Laws Committee, Multiple District 3, Lions Clubs International, for review to determine that no conflicts with the Oklahoma Lions Constitution are apparent. Any recommended corrections by this committee must be made to the President of the Foundation within three (3) weeks from their receipt of the proposed changes or amendments. If conflicts are evident, the changes or amendments must then be approved again by the Foundation Board of Directors in a proper form to be voted on at the next regular meeting of the membership Page 3 of 4
of the Foundation. It will require a 2/3 affirmative vote of the membership (active Oklahoma Lions) present and voting at a regular meeting to pass such a resolution. Page 4 of 4
OKLAHOMA LIONS SERVICE FOUNDATION, INC. BY-LAWS April 27, 2013, Revised ARTICLE I NAME AND LOCATION SECTION 1. The name of this corporation shall be OKLAHOMA LIONS SERVICE FOUNDATION, INC., herein referred to as the Foundation. SECTION 2. The Foundation Board of Directors shall designate the location of the offices needed by the corporation. ARTICLE II MEMBERSHIP SECTION 1. All members who hold active membership in good standing of a Lions Club of Oklahoma shall be active members. At the sole discretion of the Service Foundation, other persons, Non-Lions, may become ex-officio members, without voting power, by making a donation, or shall otherwise qualify as an At-Large Board member with full voting rights provided for in these By-Laws of the Foundation. Membership in the Foundation shall not require payment of dues. No assessment of any kind shall ever be levied against any Lion or Lions Club. Donations may be made to and received by the Foundation. ARTICLE III MEMBERSHIP MEETINGS SECTION 1. The annual meeting of membership shall be held on a date to be designated by the Board of Directors, when possible. Such meetings shall be held in conjunction with the State Convention, Multiple District 3, Lions Clubs International. SECTION 2. A quorum for the transaction of business at said annual meeting shall be fifty- (50) or more voting members. SECTION 3. Each voting member, present in person, shall be entitled to one (1) vote at such meeting. SECTION 4. All meetings shall be conducted under Robert s Rules of Order, latest edition. Page 1 of 7
ARTICLE IV BOARD OF DIRECTORS SECTION 1. The Board of Directors shall be initially composed of three members from each District of Multiple District 3, Lions Clubs International. The membership of each District will elect one director annually during their district convention to serve a three-year term not to exceed two consecutive terms. The Board may, at its own discretion, appoint up to five additional At-Large Board members, who may be Lions or Non-Lions with full voting rights for one-year terms as more fully defined under SECTION (11) herein. SECTION 2. All Board members for the Foundation must be Lions Club members in good standing of a Lions Club in the district that they represent in Multiple District 3, Lions Clubs International, unless they otherwise qualify as a Non-Lion for an At-Large, appointed, oneyear Board membership. SECTION 3. Board members shall serve without compensation or reimbursement. SECTION 4. Any director having two consecutive unexcused absences from an official Board meeting will be removed from the board. SECTION 5. A vacancy on the Board of Directors will be filled by the incumbent District Governor of the district from which the vacancy occurs who will appoint a qualified Lions Club member in his district to fill the vacancy. SECTION 6. Sitting Governors of Multiple District 3, Lions Clubs International, shall be designated as ex-officio Board members without voting power on the Board of Directors. SECTION 7. A Service Foundation Board member with voting power may not serve as a voting member of any board for which the Oklahoma Lions Service Foundation raises or receives funds. SECTION 8. Terms of office for Directors and Officers will begin July 1 st of each year. SECTION 9. Past Foundations Presidents shall be Honorary Members of the Board of Directors without a vote. SECTION 10. The current Presidents of the Official State Projects and the current Chairman of the Council of Governors of Multiple District 3, Lions Clubs International, shall serve as ex-officio members without voting power, on the Oklahoma Lions Service Foundation Board. SECTION 11. The Board of Directors, may, in their own sole discretion, by simple majority vote, appoint up to five additional At-Large Board members for one-year terms as further defined within this section. At-Large Board members may or may not be members of an Oklahoma Lions Club. At-Large Board members shall have full voting and speaking rights. Page 2 of 7
ARTICLE V POWER OF THE BOARD OF DIRECTORS SECTION 1. The property, affairs and business of the Foundation shall be under the care and direction of the Board of Directors. SECTION 2. The Board shall have the authority to employ and terminate personnel, to conduct annual performance evaluations, and appoint committees as it may from time to time deem necessary, define their duties and obligations, and affix their compensations. SECTION 3 The Board shall have the power to remove or suspend temporarily any officer, employee, committee or member of any committee appointed by it, at any time with or without cause. SECTION 4. The board shall be authorized to do all the things set forth in Article V of the Constitution of the Foundation. SECTION 5. The Board shall appoint the Trustees of the Lions of Oklahoma Irrevocable Trust as authorized by the Constitution of the Lions of Oklahoma Irrevocable Trust. SECTION 6. The Board shall appoint the members of the Mobile Health Screening Unit (MHSU) Committee who will develop the operating procedures for their committee, direct the operation of the MHSU and report as requested to the Board of Directors of the Foundation. The MHSU committee will serve at the pleasure of Board of Directors. ARTICLE VI BOARD OF DIRECTORS MEETINGS SECTION 1. Meetings of the Board of Directors shall be held at the State Convention of Multiple District 3, Lions Clubs International and at such dates as the regular meetings of the Council of Governors unless otherwise directed by the Board of Directors. Special meetings may be called by the President, the First Vice President, or by a majority of the Board members. All such special meetings must be called by notice giving at least ten (10) days advance notice. SECTION 2. A quorum for the transaction of business of the Board of Directors shall be a majority of the Board membership. SECTION 3. All meetings of the Board of Directors shall be open meetings. Any member of the Foundation is invited to attend at any time. SECTION 4. A copy of the minutes of any Board meeting shall be furnished to each member of the Board of Directors 14 days following the conclusion of the meeting. Page 3 of 7
ARTICLE VII OFFICERS SECTION 1. All elected directors of the Foundation, except ex-officio members, shall be eligible to be elected to hold any office in the Foundation. Officers shall be elected to annual terms of office. The President may not succeed himself/herself. SECTION 2 The officers of the Foundation shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. In case any officer is absent from a meeting or is ill or otherwise unable to function, the Board may delegate for the time being the duties of such officer to some other member of the Board of Directors. SECTION 3. The above named officers shall be elected by the Board of Directors of the Foundation at a board meeting at least one month prior to the Multiple District 3 State Convention. Said officers shall be elected for a term of one year beginning July 1 and ending June 30 of the following year and shall hold office until their successors are duly elected and qualified. No one shall be eligible to hold any of said offices that are not a Director of the Foundation. No person shall hold more than one office. SECTION 4 In the event of a vacancy of any of the said officers, through death, removal or inability to act, the Board of Directors shall fill such vacancy at the next meeting of the Board. SECTION 5. No compensation such as salary, traveling expenses or otherwise, shall be paid to any officer of the Foundation unless specifically authorized by a majority vote of the Board. ARTICLE VIII DUTIES OF THE BOARD OFFICERS SECTION 1. The President shall be the Chairman of the Board of Directors and Executive Committee and shall preside at all regular and special meetings of said Board and Executive Committee, but may choose to designate others to preside. The President shall sign all membership certificates, checks, and written contracts or other instruments in writing for the Foundation. The President shall appoint the necessary committees to carry out the purposes and objectives of the Foundation. By virtue of the office, the President shall be an ex-officio member of all committees and shall, in general, exercise supervision over the affairs of the Foundation. The President will authorize the Executive Director to make purchases such as Cowboy Cadillac tickets, pins, etc. He/she will do so in writing. Email authorization will be acceptable. Page 4 of 7
SECTION 2. The First Vice-President shall perform the usual duties of the President in the latter s absence or inability to act, act as the Cowboy Cadillac Campaign Chairman and shall serve with and be responsible for the Finance Committee and the Nominating Committee. SECTION 3. The Second Vice-President shall perform the usual duties of the President in the absence of the President and First Vice-President, or their inability to act, act as State White Cane Campaign Chairman and shall chair the Constitution and By Laws committee. SECTION 4. The Secretary shall be responsible for maintaining accurate records of all affairs and business of the Foundation and the provision of written minutes of each general meeting of the Board of Directors. SECTION 5. The Treasurer shall be responsible for the management of all funds, monies and securities, if any, of the Foundation. The Treasurer shall be responsible for providing a written financial report of the financial status of the Foundation at each meeting of the Board of Directors. The Treasurer shall give bond in such amount and with such sureties as the Board may require, conditioned upon the faithful performance of the duties of the office. The Treasurer shall sign all checks of the Corporation with the President, be responsible for the regular books of account, and have the same available for examination and approval of the Board, as often as it may require. The Treasurer shall perform all other duties as are incidental to the office. ARTICLE IX COMMITTEES SECTION 1. The Standing Committees shall be (1) The Executive Committee of the Foundation shall consist of the Board Officers, the Immediate Past President and an "At-Large" Board member from each District not represented by at least one of the officers of the Board. The "At-Large" Board members shall be elected by the Board at the same time the officers are elected. The Executive Committee shall carry on the day to day business of the Foundation and submit plans, ideas, and programs for approval by the Board. All actions of the Executive Committee shall be affirmed by vote of the Board. (2) A Nominating Committee shall present nominations for the elected slate of officers at the Board meeting when the election shall be held. Nominations may be made from the floor. The Nominating Committee shall be composed of the President, First Vice-President and one Board Member from each District, not represented, whom the President shall appoint. (3) The Constitution and By-Laws Committee shall present proposed changes to the Constitution and By-Laws. The Constitution and By-Laws Committee shall be appointed by the President and affirmed by the Board of Directors. The Second Vice-President will be a member of this committee and all districts will be represented on this committee. (4) The Finance Committee shall present all required budget information and presentation of the audit to the Board of Directors. The Finance Committee shall be appointed by the President and affirmed by the Board of Directors. The First Vice Page 5 of 7
President will be a member of this committee and all districts shall be represented on this committee. (5) The White Cane Committee shall organize and conduct the annual White Cane Fundraising Campaign. The Second Vice-President shall be the State White Cane Campaign Chairman and all districts shall be represented on this committee. The White Cane Committee shall be appointed by the President and affirmed by the Board of Directors. (6) The Cowboy Cadillac Committee shall organize and conduct the annual Cowboy Cadillac Fundraising Campaign. The First Vice-President shall be the State Cowboy Cadillac Campaign Chairman and all districts shall be represented on this committee. The Cowboy Cadillac Committee shall be appointed by the President and affirmed by the Board of Directors. SECTION 2. A list of the Standing Committee membership shall be furnished to each Board Member immediately following the First Board meeting each year. ARTICLE X FINANCE SECTION 1. The Board of Directors shall authorize the Treasurer to open such bank accounts, i.e., general or specific accounts, or otherwise, as may be necessary to conduct the affairs of the Foundation and segregate specific funds for specific purposes. The Board of Directors shall designate and approve the bank or depository in which the accounts shall be opened. SECTION 2. All checks drawn on any of said Foundation accounts shall be signed by two officers, the Treasurer and the President, and in the absence of either, then by a Vice- President. ARTICLE XI MISCELLANEOUS SECTION 1. SEAL. The Foundation shall have a common seal that shall be in such form as the Board may adopt. This seal shall be kept in the principal office of the Foundation. SECTION 2. PLACE OF KEEPING. The general and principal books and records of the Foundation shall be kept in the principal office of the Foundation. SECTION 3. FISCAL YEAR. The fiscal year of the Foundation shall begin July 1 st and terminate June 30 th of the following year. SECTION 4. ANNUAL AUDIT (a) The Board shall make provision for an annual audit of all Foundation funds and accounts by a qualified auditor, or at more frequent intervals if deemed Page 6 of 7
necessary. Any Certified Public Accountant or Public Accountant holding a license to practice issued by the State of Oklahoma shall be considered a qualified auditor. (b) A copy of such audit report shall be provided to each Director within ninety- (90) days following the end of the fiscal year. The Treasurer must provide all necessary records to a designated auditor of the Audit committee within thirty- (30) days following the end of the fiscal year. (c) The audit report shall be made available to all Oklahoma Lions at their request after it is made available to the Directors. ARTICLE XII AMENDMENTS Recommendations for changes or amendments to these By-Laws may be made by the majority vote of the Board. All such approved amendments shall then be submitted to the State Constitution and By-Laws Committee, Multiple District 3, Lions Clubs International, for review to determine that no conflicts with the Oklahoma Lions Constitution are apparent. Any recommended corrections by this committee must be made to the President of the Foundation within three (3) weeks from their receipt of the proposed changes or amendments. If the recommendation is found to be in conflict with the Oklahoma Lions Constitution, the OLSF Constitution and By Laws Committee shall amend the recommendations, or omit the recommendation that is in conflict with the Constitution. If the original recommendation is amended it must go back to the Oklahoma Lions Constitution and By Laws Committee for review before it can be voted on by the OLSF Board. It will require 2/3 affirmative vote of the membership (active Oklahoma Lions) present and voting at a regular meeting to pass such a resolution. Page 7 of 7