B
By-Laws

ARTICLE I
Membership

Section 1. CLUB ORGANIZATION. Lions clubs may be organized and chartered in any defined geographic area, including those in which an established club, or clubs, may exist, with the consent of the district governor and/or the approval of the International Board of Directors. The area within which a club or clubs are to be chartered shall be defined and subject to change as above provided.

Section 2. CLUB NAME. Each club shall be known by the name of the defined geographic area in which it is located. In any such geographic area having more than one club, each club shall add a distinguishing designation to such name.

Section 3. APPLICATION PROCEDURE. Application for a Lions club charter may be made to this association by any group, club or assembly in a manner designated by the International Board of Directors in its Board Policy.

Section 4. OBLIGATIONS OF A CLUB. Each club, to remain in good standing, shall:

(a) Collect from each member, except as otherwise provided herein, minimum annual dues to cover international and district (single, sub- and multiple) dues and such other expenses as are necessary for club administration.

(b) Submit such regular reports to the association's office as may be called for by the International Board of Directors.

(c) Abide by the constitution, by-laws, and the policy of the International Board of Directors.

(d) Attempt to resolve all disputes arising at the club level according to the Club Dispute Resolution Procedure set out, from time to time, in the policy of the International Board of Directors.

Section 5. STATUS QUO/CANCELLATION OF CHARTER. Any chartered club which shall fail to meet any obligation to this association may, in the discretion of the International Board of Directors and in consultation with the district governors, be placed in status quo, or have its charter cancelled. Any club placed in status quo shall forfeit all rights and privileges pending final determination of its status by said board.

Section 6. CLUB RESIGNATION. Any chartered club may resign from this association and said resignation shall become effective upon acceptance thereof by the International Board of Directors. The International Board of Directors may with hold acceptance, however, until all indebtedness has been paid, all club funds and property have been properly disposed of, the club charter has been returned, and all right to the use of the name "LIONS," the emblem and other insignia of this association has been surrendered.

Section 7. CATEGORIES. Each individual member of a Lions club, on approval of the club's board of directors, shall be classified in one of the following categories: Active, Affiliate, Associate, Honorary, Life, Member-at-large, or Privileged. Such categories shall have the rights, privileges and obligations set forth below: (see pages 91 and 92)

Obligations

Category
Regular Attendance
Prompt payment of
dues (clubs, district and international)
Participation in Club activities
Conduct reflecting favorable image
Actif
Yes
Yes
Yes
Yes
Affiliate
No
Yes
Yes, when able
Yes
Associate

Yes, primary
No, secondary

Yes, Club only
Yes, when able
Yes
Honorary
No
No, Club pay applicable
int'l and District dues
No
Yes
Life
No
Yes , District and Club only
no int'l dues obligations
Yes, when able
Yes
Member at large
No
Yes
Yes, when able
Yes
Priviledge
No
Yes
Yes, when able
Yes

 

Rights and Privileges

Category
Eligibility to seek Club, District or Int'l Office
Voting Privileges
Delegate at District or Int'l Convention
Actif
Yes
Yes
Yes
Affiliate
No
Club matters only
No
Associate

No

District Convention (Primary) Club matters only (both)
No
Honorary
No
No
No
Life
Yes, if fulfills obligations of active member
Yes, if fulfills obligations of active member
Yes, if fulfills obligations of active member
Member at large
No
Yes, Club matters only
No
Priviledge
No
Yes
Yes

All categories of members shall be required to pay such dues (except honorary, where the club pays the dues) as are determined by the Lions club, and engage in conduct reflecting a favorable image of the Lions club in their community. In the case of a Life Member, a one-time fee of US$300 shall be paid to the association, in lieu of future international dues, and such status shall be approved in accordance with the policy of the International Board of Directors. All past international presidents are accorded the status of Life Member upon the completion of their term in office without any fee or approval required.

Section 8. DUAL CLUB MEMBERSHIP. No person shall simultaneously hold membership, other than Honorary or Associate, in more than one Lions club; and no person shall simultaneously hold membership, other than Honorary or Affiliate, in a Lions club and any other service club of like character.

ARTICLE II
District Organization

Section 1. JURISDICTION FOR FORMING DISTRICTS. Geographic regions shall be divided into districts and administrative units as provided for by the International Board of Directors.

Section 2. MINIMUM DISTRICT REQUIRE-MENTS. On formation, a district shall consist of thirty-five (35) clubs in good standing and a total membership of at least one thousand two hundred and fifty (1,250) Lions clubs members in good standing unless otherwise approved by a two-thirds (2/3) vote of the International Board of Directors.

Section 3. REDISTRICTING. Any single district which desires to become a multiple district and any multiple district which desires to add one or more sub-districts thereto or to otherwise change or redistrict any one or more existing sub-districts in any way shall submit to the International Board of Directors a redistricting proposal approved by a convention of the respective single or multiple district, and in the case of a multiple district redistricting proposal, approved by a convention of the multiple district or by two-thirds (2/3) of the conventions of the sub-districts comprising the multiple district, together with a map showing boundary lines for all proposed sub-districts and a list showing the Lions clubs which shall comprise each proposed sub-district.

No such redistricting proposal shall be considered by the International Board of Directors unless each proposed sub-district shall contain at least thirty-five (35) Lions clubs with a total membership of no less than one thousand two hundred fifty (1,250) members in good standing. In considering approval of any redistricting proposal, the International Board of Directors may give weight to any factors it deems proper and may require such additional number of clubs and/or members per sub-district as it deems proper.
In the event the International Board of Directors approves such redistricting proposal, it shall become effective at the close of the annual international convention which next follows the date of such board approval; PROVIDED, however, that delegates from clubs which will comprise the respective new sub-districts shall elect a district governor and may adopt a constitution and by-laws at a meeting held in conjunction with the convention, held after said board approval and prior to said international convention, of the district (single, sub- and multiple) being redistricted. If an existing sub-district is substantially realigned, the delegates of the clubs which comprise said sub-district may elect a district governor at a meeting of the registered delegates of the sub-district in attendance at the annual convention of the multiple district.

Section 4. COUNCIL OF GOVERNORS. The governors of districts, except as herein provided, shall in each multiple district, constitute a council of governors. At the option of the multiple district constitution the council of governors may include one or more immediate past district governors provided that the total number of immediate past district governors shall not exceed one-half (1/2) the number of district governors. Each member of the council of governors shall have one (1) vote on each question requiring action of the council of governors. A council of governors may also include past and present international presidents, international vice-presidents, and past and present inter-national directors of the association as advisory, but non-voting members. PROVIDED, that any Lion who will be a past district governor when he/she takes office may be selected or elected as chairman (who shall be a voting member of the council of governors) to serve one (1) one-year term only and cannot serve in that capacity again. In such event the total number of immediate past district governors who may be members of said council of governors shall be reduced by one (1).

Section 5. MULTIPLE DISTRICT COUNCIL OF GOVERNORS POWERS. Subject to the provi-sions of the Constitution and the By-Laws, and the Board Policy of the International Board of Directors, each council of governors shall supervise the administration of all multiple district affairs, and may choose such officers, hold such meetings, administer such funds, authorize such expenditures and exercise such other administrative powers as are provided in its respective multiple district constitution.

Section 6. DISTRICT CABINET. Each single and sub-district shall have a district governoris cabinet composed of the district governor, as chairman, the immediate past district governor, the vice district governor, and the following who shall be elected or appointed under procedures provided in the respective single, provisional or multiple district constitution: the region chairman, the zone chairman, secretary and treasurer or secretary/treasurer and such other club members as may be provided for in the respective district (single, sub- and multiple) constitution and by-laws. PROVIDED, however, each respective district governor shall have the authority to determine whether the position of region chairman will be utilized during his/her term. If not so utilized, the position of region chairman shall remain vacant during said district governor's term. The respective district (single, sub and multiple) shall provide in its district constitution and by-laws for the elected office of vice district governor, duties of said office to be established by the International Board of Directors. A club member shall be elected or appointed as a region chairman or zone chairman only over the region or zone in which his/her club is located.

Section 7. CABINET MEETINGS. Meetings of the district cabinets shall be held under such rules as the respective constitution shall provide. In all such meetings, the voting privilege shall extend to the district governor, the immediate past district governor, the vice district governor, the region chairmen, if the position is utilized during the district governor's term, the zone chairmen, the cabinet secretary and cabinet treasurer (or secretary/treasurer) and may be extended to such of the other members of the respective district cabinet as the respective district (single, sub- and multiple) constitution and by-laws shall designate.

Section 8. DISTRICT CONVENTION RE-PORTS. Within sixty (60) days after the close of each single, sub- and multiple district convention, the secretary thereof shall transmit one copy of the minutes thereof to the international office, and one copy to each district governor. Upon written request from any club in the respective district a copy shall be furnished to said club. Within sixty (60) days after the close of a fiscal year, the respective district cabinet secretary-treasurer or council of governors secretary, as the case may be, then in office, shall provide one copy of a categorized statement of the receipts and disburse-ments of the district (single, sub- and multiple) for said fiscal year to each of the international office, district governor(s) and the club secretaries in the respective district (single, sub- and multiple).


ARTICLE III
Elections

Section 1. INTERNATIONAL BOARD ELECTIONS. The president, first vice president, second vice president and all directors of the association shall be elected at the annual international convention by secret ballot. No member of a club in the district (single, sub- and multiple) in which such convention is held may be elected to any office at such convention except that of president and first vice president.

Section 2. CANDIDACY REQUIREMENTS FOR SECOND VICE PRESIDENT.

(a) A candidate for the office of international second vice president shall:
(1) Be an Active Member in good standing of a Lions club in good standing;
(2) Have completed or be completing his/her term, by election or appointment, as international director;

(3) Secure the endorsement of a convention of his/her district (single, sub- and multiple);

(4) Secure certification of endorsement by his/her district (single, sub- and multiple) as provided in these by-laws or constitution. Such action shall be tantamount to certification of endorsement for all higher offices in the association if said candidate is elected second vice president.

(b) Except in the case of a vacancy in an office which shall be filled under the provisions of these by-laws or constitution, only a club member who has served in the office of second vice president may be elected to the office of first vice president and only a club member who has served in the offices of second and first vice president may be elected to the office of president of the association. In the event of a vacancy in the office of president or any vice president which shall be filled under the provisions of these by-laws or constitution, a club member who is currently serving or who has served in the office of international director may be appointed to fill such vacancy.

Section 3. CANDIDACY REQUIREMENTS FOR INTERNA-TIONAL DIRECTOR. A candidate for the office of international director shall:

(a) Be an Active Member in good standing of a Lions club in good standing.

(b) (1) Have completed or be completing a full term or major portion thereof as district governor of a full district of this association; or

(2) Have completed a full term or majority thereof as district governor or provisional district governor of a provisional district which (1) attained in said term or later twenty (20) clubs in good standing or full district status or (2) has been a provisional district for no less than ten (10) years.

(c) Secure the endorsement of a convention of his/her district (single, sub- and multiple).

(d) Secure the certification of endorsement by his/her district (single, sub- and multiple) in accordance with these by-laws or constitution.

Section 4. CANDIDACY REQUIREMENTS FOR DISTRICT GOVERNOR. A candidate for the office of district governor shall:

(a) Be an active member in good standing of a chartered Lions club in good standing in 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.

(c) Currently be serving as the vice district gov-ernor within the district from which he/she is to be elected.

(d) Only in the event the current vice district governor does not stand for election as district governor, or if a vacancy in the position of vice district governor exists at the time of the district convention, any club member who fulfills the qualifications for the office of vice district governor as set forth in these by-laws or constitution and who is currently serving or who has served one (1) additional year as a member of the district cabinet, shall fulfill the requirements of subsection (c) of this section.

Section 5. ENDORSEMENT AND CERTIFICATION OF ENDORSEMENT REQUIREMENTS FOR CANDIDATES.

(a) Except with respect to candidacy for offices to be filled under the provisions of these by-laws or constitution where vacancies exist, as to which neither any endorsement nor certification of endorsement shall be required, certification of endorsement of candidacy for all international offices other than the office of district governor shall be made by the chairman and secretary of the respective single district cabinet, or sub-district cabinet and council of governors, as the case may be, on forms provided by the international office. The certification of endorsement document shall arrive at the international office no less than thirty (30) days, in the case of international director candidates, and no less than ninety (90) days, in the case of second vice president candidates, before the convening date of the international convention at which the endorsed candidate is to be voted upon. Certification of endorsement may be made by fax or e-mail, provided the same is confirmed by the required certification of endorsement document mailed within three (3) days after the fax or e-mail is sent. No endorsement shall be valid until certification of such endorsement is made and received at the international office.

Any endorsement shall be valid only for the two (2) succeeding international conventions following said endorsement where the member is otherwise eligible under these by-laws or constitution to be elected. During the term of validity of endorsement, (i) no rescission shall occur, (ii) no other endorsement is valid, and (iii) in the event of death, ineligibility, withdrawal of the candidate, the original resolution of endorsement is null and void. No further certification of endorsement shall be required during the valid term of the endorsement.

All endorsements, whether original or otherwise, must be made according to the procedures, if any, set forth in respective single or multiple district constitution and by-laws concerning the time and manner of announcing intention to run for an international office.

(b) Certification of endorsement must specify the single office sought and no candidate may seek election for any office other than the office covered by his/her certification of endorsement. No single or multiple district shall have more than one (1) endorsement pending for more than one (1) office of the International Board of Directors.

Section 6. REPRESENTATION.

(a) A director may be elected from a district (single, sub- and multiple) which has clubs in the United States of America and Canada, in which event the director so elected shall be considered one of the fifteen (15) directors elected from clubs in the United States or the one director elected from clubs in Canada, depending upon the choice made by him/her, which choice shall be declared in writing to the international office not later than the time he/she submits his/her certification of endorsement documents in accordance with the requirements of these by-laws or constitution which requires certification of endorsement documents to arrive at the international office no less than thirty (30) days prior to the convening of the international convention at which the endorsed candidate is to be voted upon and shall be printed on the convention ballot beside his/her name

(b) No two (2) or more members of clubs in the same single or multiple district may serve, simultaneously, as members of the International Board of Directors. In case any director shall move into any such district other than the one from which he/she was elected, his/her term of office shall terminate at the close of the next annual convention, and his/her successor shall be elected at such convention.

(c) A president, or vice president, and a director may be elected and serve, simultaneously, from the same area, as established in the constitution, but not from the same single or multiple district.

Section 7. DISTRICT CANDIDACY REQUIREMENTS. Except for procedures which concern the time and manner of announcing intention to run for any international offices and the vote required for candidacy endorsement, which may be determined by the respective single or multiple district constitution and by-laws, no qualifications in addition to those set forth in the constitution may be required of any candidate for any international office. Such procedures may not contain requirements which cannot be fully met in each association year.

Section 8. INTERNATIONAL NOMINATING COMMITTEE. At each annual convention or within one hundred eighty (180) days prior thereto, the president shall appoint a Nominating Committee of nine (9) delegates, none of whom shall be officers of this association, and no two (2) of whom shall be members of clubs in the same single or multiple district; and shall fix the hours on the last day of the convention during which the election shall take place.

Said Nominating Committee shall :

(a) Receive, in writing, the names of all candi-dates whose proper certification of endorsement has been submitted to and approved as to form by the general counsel of this association and pass upon any objections thereto;

(b) Determine the order and printing of names on the ballot; and

(c) Place in nomination at a convention session the names of all qualified candidates for offices to be filled.

The election shall be by secret printed ballot or such other method of secret balloting as may be determined by the International Board of Directors, and a plurality vote shall be necessary to elect. In case of a tie vote for any office, the incumbent International Board of Directors shall elect the one to serve from the tying candidates.

At international conventions, delegates and alternate delegates may be certified, and all persons whether delegates, alternate delegates or others may be permitted to attend or participate in any session or proceeding, only after registering and paying such registration fee as may be fixed by the International Board of Directors.

Section 9. DISTRICT GOVERNOR/VICE DISTRICT GOVERNOR ELECTION PROCEDURES.

(a) DISTRICT GOVERNOR. The district governor election shall be conducted by a secret written ballot, with the district governor condidate required to secure a majority of the votes cast by the delegates present and voting in order to be declared elected; for purpose of such election, a majority is defined as a number more than one-half of the total valid votes cast excluding blanks and abstentions. Otherwise, the election for the office of district governor shall be conducted in accordance with the provisions of the respective district (single, sub- and multiple) constitution and by-laws. The results of each district governor election shall be reported to the international office by the respective current district governor and/or the international staff representative. The results so reported shall be presented to the International Board of Directors. All district governor election results shall be adopted by the international Board of Directors and thereby becomme effective, except in the case of an election protest filed in accordance with the procedure of the International Board Policy Manual or legal action resulting therefrom, in which event the appointment or election of such district governor shall be subject to action by the International Board of Directors.

If any such district shall fail to so elect a qualified district governor or if the district governor-elect of any such district 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/her 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 such 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 these by-laws or constitution.

(b) VICE DISTRICT GOVERNOR. The vice district governor election shall be conducted by a secret written ballot, with the vice district governor candidace required to recure a majority of the votes cast by the the delegates present and voting in order to be declared elected; for purpose of such election, a majority is defined as a number more than one-half of the total valid votes cast excluding blanks and abstentions. Otherwise, an election for the office of vice district governor shall be conducted in accordance with the provisions of the respective district governor shall be conducted in accordance with the provisions of the recpective district (single, sub- and multiple) constitution and bylaws. The result of each vice district governor election shall be reported to the international office by the respective current district governor and/or international staff representative.

A candidate for the office of vice district governor shall :

(1) Be an Active Member in good standing of a chartered Lions club in good standing in his/her single or sub-district.

(2) Secure the endorsement of his/her club or a majority of the clubs in his/her single or sub-district.

(3) Have served or will have served at the time he/she takes office as vice district governor:

a) 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; and

(b) As zone chairman or region chair-man or cabinet secretary and/or treasurer for a full term or major portion thereof.

(c) With none of the above being accomplished concurrently.

(c) DISTRICT GOVERNOR/VICE DISTRICT GOVERNOR VACANCY. In the event a vacancy occurs in the office of district governor under these by-laws or the constitution, the vice district governor shall act as district governor and shall perform the duties of, and have the same authority as, the district governor until such time as said vacancy is filled by the International Board of Directors for the remainder of the term as provided for in subsection (d) of this section. In the event a vacancy occurs in the office of vice district governor, said vacancy shall be filled in accordance with the district (single, sub- and multiple) constitution and by-laws.

(d) DISTRICT GOVERNOR VACANCY FILLING PROCEDURE. The International Board of Directors may make such appointment prior to the time when the term of an elected district governor commences under the constitution and if so made, such appointees shall be treated as if elected to said office, subject to regular expense audit rules. In making such appointments and in filling any vacancy in the office of district governor under these by-laws or constitution the International Board of Directors shall not be bound by but shall consider any recommendation resolved at a meeting to which the district governor, immediate past district governor, vice district governor, the region chairmen, zone chairmen and the secretary and treasurer or secretary-treasurer and all past international presidents, past international directors and past district governors who are members in good standing of a chartered Lions club in good standing in the district have received invitations to attend. Said meeting is to be held within fifteen (15) days of notification by the International Board of Directors. It shall be the duty of the immediate past district governor or, if he/she is not available, the most recent past district governor who is available, to send out invitations to attend said meeting; it shall also be his/her responsibility to preside as chairman of said meeting. It is the duty of the chair-man to convey the results to the International Board of Directors within seven (7) days, together with evidence of invitations sent and attendance at said meeting. 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 as the nominee for the appointment to the office of district governor.

(e) DISTRICT GOVERNOR ELECTION — NEW DISTRICT. On initial formation of a district, it shall be entitled to elect a district governor at its first convention after attaining the required minimum number of clubs and club members in good standing, but candidacy qualifications for district governor set forth in these by-laws shall not apply until such district has been established for a period of three (3) years or more, and service as a member of the cabinet of such district prior to becoming a district may constitute a part of such qualifications.

Section 10. BREAKING A TIE VOTE. In any election held for the office of distinct governor or vice district governor, a tie vote, if not otherwise provided for in the respective district constitution and by-laws, shall be resolved in the manner contained in the Standard Form District Constitution and By-Laws.


ARTICLE IV
Annual International Convention

Section 1. INTERNATIONAL BOARD AUTHORITY OVER CONVENTION. All phases of the international convention shall be under the jurisdiction, control and supervision of the International Board of Directors except as otherwise provided herein.

Section 2. OFFICIAL CALL. The president or his/her designee shall issue an official printed call for the international convention not less than five (5) nor more than forty (40) days prior to the date fixed for holding the same, stating the place, day and hour thereof, and said date shall also be published in the official magazines of this association.

Section 3. OFFICERS OF CONVENTION. The president, first and second vice president, secre-tary and treasurer of this association shall be the officers of the international convention. The president may appoint, with the approval of the International Board of Directors, such other officers of the international convention as may be necessary.

Section 4. DISTRICT GOVERNOR — EXPENSES OF ATTENDING CONFERENCE. In accordance with the Rules of Audit, the International Board of Directors may authorize the payment of reasonable expenses of such of the district governors (elected or appointed), as it deems proper, for the purpose of attending their school of instruction.

ARTICLE V
Meetings

Section 1. INTERNATIONAL BOARD OF DIRECTORS REGULAR MEETINGS. A regular meeting of the International Board of Directors shall be held immediately after the adjournment of the annual international convention at the site thereof. Additionally, a regular meeting shall be held in the month of October or November and the month of March or April. One of the regular October/November or March/April meetings shall be held at the international headquarters, and the other regular meeting shall be held at a time and place as called by the president. A final regular meeting shall be held at the site of the international convention, but shall adjourn prior to the convening of said convention.

Section 2. SPECIAL MEETINGS. Special meetings of the International Board of Directors may be called by the president at such time and place as he/she shall determine; and shall be called by the president upon the written (including letters, electronic mail, facsimile transmission, or cable) request of five (5) directors at such time and place as he/she shall determine, provided that such meeting shall be called within ten (10) days, and shall be held within twenty (20) days, after the day of receipt of the last of such requests. Written notice of special meetings, setting forth the time, place and purpose thereof, shall be given to each member of said board by the international office, except when called at an international convention.

Section 3. BUSINESS TRANSACTED BY MAIL. The International Board of Directors may transact business by mail (including letters, electronic mail, facsimile transmission, or cable), provided that no such action shall be effective until approved in writing by three-fourths (3/4) of the entire number of the members of said board. Such action may be initiated by the president or any five (5) members of said board, but votes thereon, to be valid, must be received by the international office within thirty (30) days after the original mailing thereof, which mailing shall be by an expeditious method.

Section 4. QUORUM. Except as otherwise provided in these by-laws or constitution, a majority of the International Board of Directors shall constitute a quorum at any meeting thereof.

Section 5. EXECUTIVE COMMITTEE. The international president, immediate past international president, the international vice-presidents and one (1) other member of the International Board of Directors, who shall be appointed by the president, by and with the approval of said board, shall be the Executive Committee of said board, which committee may act for and on behalf of said board only when the members of the board are not together in one location or assembled in session. No board action shall be altered, amended or rescinded by the Executive Committee.

The presence of four (4) members of said committee shall constitute a quorum at any meeting thereof. The act of a majority of such members shall be the act of the committee. Said committee may transact business by telephone conference call, provided four (4) members participate therein and the vote of a majority of the members participating shall be considered the act of the commit-tee. PROVIDED, however, in filling vacancies in the office of district governor, the committee may transact business by mail, as defined above for transaction of business by the international board of directors, provided four (4) members participate therein and the vote of a majority of the members participating shall be considered the act of the committee.

Section 6. DISTRICT (SINGLE, SUB-, AND MULTIPLE) CONVENTIONS. A convention shall be held, annually by each single and sub-district which shall conclude no less than 30 days prior to the convening date of the annual international convention. Each multiple district shall hold an annual convention which shall conclude no less than 15 days prior to the convening date of the international convention. Each single and sub-district shall elect a district governor as provided in these by-laws or constitution. A meeting of the delegation of a sub-district at a multiple district convention may be considered as a convention of such sub-district, if it meets the other requirements of this section. The time and place of all such conventions shall be determined by the provisions of the respective single, sub- and multiple district constitutions as applicable.

Section 7. AUTHORITY OF DISTRICT CONVENTIONS. District conventions (single, sub- and multiple) may take appropriate actions on all matters, consistent with the constitution and by-laws of this association, and single and multiple district conventions may adopt resolutions recommending action by the association.

Section 8. CLUB DELEGATE FORMULA. Each chartered club in good standing in the association and its district (single, sub- and multiple) shall be entitled in each annual convention of its district (single, sub- and multiple) to one (1) delegate and one (1) alternate for each ten (10) members who have been enrolled for at least one year and a day in the club, or major fraction thereof, of said club as shown by the records of the international office of the first day of the month last preceding that month during which the convention is held, PROVIDED, however, that each such club shall be entitled to at least one (1) delegate and one (1) alternate; and FURTHER PROVIDED, that each district (single, sub- and multiple) may, by express provision in its respective constitution and by-laws, grant full delegate status to each past district governor who is a member of a club in such district independent of the club delegate quotas herein-above specified. Each certified delegate present in person shall be entitled to cast one (1) vote of his/her choice for each office to be filled by, and one (1) vote of his/her choice on each question submitted to, the respective convention. The major fraction referred to in this Section shall be five (5) or more members. Any club which is newly chartered, and any other chartered club which takes in new members prior to the convening of any such convention, shall have its delegate quota deter-mined on the basis of members who have been enrolled in the club for at least one year and a day as shown on such record date in the records of the international office. Delinquent dues may be paid and good standing acquired at any time prior to the close of credential certification, as such closing time shall be established by the rules of the respective convention.

ARTICLE VI
Duties of International Officers and Others

Section 1. PRESIDENT. The president shall preside at all conventions of this association and at all meetings of the International Board of Directors. He/she shall supervise the work and activities of the association, and perform such other duties as usually pertain to that office.

Section 2. VICE PRESIDENT. If for any reason the president is unable to perform, his/her duties, the ranking vice president shall perform the duties of, and have the same authority as, the president.

Section 3. ADMINISTRATIVE OFFICERS. The duties of the executive administrator, treasurer and secretary, and such other officers as may be designated by the International Board of Directors, shall be those assigned to the respective officers by proper resolution of said International Board of Directors.

Section 4. MULTIPLE DISTRICT COUNCIL CHAIRMAN. Under the general supervision of the International Board of Directors, the multiple district council chairman shall be the coordinator of the multiple district and shall act on behalf of and upon delegation from the council of governors. His/her specific responsibilities shall be to:

(a) Further the Purposes of this association;

(b) Provide leadership, direction, and initiative for international and multiple district programs, goals, and long range planning;

(c) Create and foster harmony and unity among district governors, and assist them solve issues;

(d) Chair the multiple district convention and all council meetings;

(e) Submit reports and perform such duties as may be required by the multiple district constitution and by-laws;

(f) Perform such other administrative duties as may be assigned by the multiple district council of governors; and

(g) Facilitate, at the close of his/her term of office, the timely presentation of all multiple district accounts, funds, and records to his/her successor in office.

Section 5. DISTRICT OFFICERS. Each of the following shall be officers in the district :

(a) District Governor. As an international officer of this association, and 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 region chairmen, the zone chairmen, the cabinet secretary and cabinet treasurer (or secretary-treasurer) and such other cabinet members as may be provided for in the respective single, or multiple district constitution and by-laws. His/her specific responsibilities shall be to :

(1) Further the Purposes of this association ;

(2) Supervise the organization of new Lions clubs ;

(3) Promote the Lions Clubs International Foundation and all service activities of the association ;

(4) Preside, when present, over cabinet, convention and other district meetings ;

(5) 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.

(b) 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 specific responsibilities shall be to:

(1) Further the Purposes of this association;

(2) Become familiar 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;

(3) Perform such administrative duties as may be assigned by the district governor;

(4) Perform such other functions and acts as may be required of him/her by the International Board of Directors through a vice district governor's manual and other directives;

(5) Actively participate in all cabinet and council of governors meetings and conduct all meetings in the absence of the district governor;

(6) Participate in the preparation of the district budget;

(7) Engage actively in all matters to be continued during the next year;

(8) Participate in the review of the strengths and weaknesses of the clubs of the district; and

(9) At the request of the district governor supervise appropriate district committees.

(c) Region Chairman. The region chairman, if the position is utilized during the district governor's term, is subject to the supervision and direction of the district governor and shall be the chief administrative officer in his/her region. His/her specific responsibilities shall be to:

(1) Further the Purposes of this association.

(2) Supervise the activities of the zone chairmen in his/her region and such district committee chairman as may be assigned by the district governor.

(3) Play an active role in organizing new clubs and in strengthening weak clubs.

(4) Perform such other functions and acts as may be required by the International Board of Directors through a region chairman's manual and other directives.

(d) Zone Chairman. The zone chairman, subject to the supervision and direction of the district governor and/or region chairman, shall be the chief administrative officer in his/her zone. His/her specific responsibilities shall be to:

(1) Further the Purposes of this association.

(2) Serve as chairman of the district governor's advisory committee in his/her zone and as such chairman to call regular meetings of said committee.

(3) Play an active role in organizing new clubs and keep informed on the activities and wellbeing of all clubs in his/her zone.

(4) Perform such other functions and acts as may be required by the International Board of Directors through a zone chairman's manual and other directives.

(e) Cabinet Secretary and Cabinet Treasurer (or Secretary-Treasurer). The cabinet secretary, cabinet treasurer, or cabinet secretary/-treasurer shall act under the supervision of the district governor. The specific responsibilities of each shall be to:

(1) Further the Purposes of this association.

(2) Perform such other functions and acts as may be required by the International Board of Directors through a cabinet secretary-treasurer's manual and other directives.

(f) Other District Cabinet Members. Subject to the supervision of the district governor, they shall perform such functions and acts as may be required by the International Board of Directors or by provisions of the respective single, sub- and multiple district constitution or by-laws which are consistent with the constitution and by-laws and poli-cies of the International Board of Directors.

ARTICLE VII
Commitees of the International Board of Directors

Section 1. STANDING COMMITTEES. The president shall appoint, with the approval of the International Board of Directors, the following standing committees of no fewer than three members and in the case of the Long Range Planning Committee not more than seven members each of which shall report to said board at its regular meetings;

(a) Constitution and By-Laws,
(b) Convention,
(c) District and Club Service,
(d) Membership Development,
(e) Finance and Headquarters Operation,
(f) Leadership,
(g) Long Range Planning,
(h) Public Relations,
(i) Service Activities,
(j) Such other committees as may be necessary for the transaction of the business of the association.

Section 2. CREDENTIALS, RULES OF PROCEDURE, RESOLUTIONS AND ELECTIONS. At each annual convention or within one hundred eighty (180) days prior thereto, the president shall appoint committees of five (5) or more members on Credentials, Resolutions and Elections to serve at said convention. The president shall appoint, no less than sixty (60) days prior to said convention, a committee of five (5) or more members on Rules of Procedure to serve at said convention.

Section 3. SPECIAL OR AD HOC COMMITTEES. From time to time, the president may appoint, with the approval of the International Board of Directors or the Executive Committee, such special committees as may be necessary in his/her judgment or in the judgment of the International Board of Directors. However, no expense of said special committees shall be paid unless authorized by the International Board of Directors or the Executive Committee.

Section 4. CHAIRMAN, VACANCIES. The president shall designate the chairman of each committee appointed by him/her, and shall heve power to fill all vacancies in any committee appointed by him/her, subject to approval of the International Board of Directors or the Executive Committee.

Section 5. APPOINTMENTS LIMITATION. In exercising any power of appointment granted in these by-laws or constitution with respect to membership on any committee, the president may include past international officers of the association among such appointees, but in no event shall the total of such past international officer committee member appointments exceed seven (7) in number in any one fiscal year. However, this appointment limitation shall not apply to the immediate past international president nor to appointments made under these by-laws or constitution. All such appointments of past international officers shall be for terms of one (1) year only, but successor presidents may reappoint any past international officer, subject to such total number limitation, to serve on any committee. At least two (2) of such appointees shall be from clubs in constitutional areas different from that constitutional area in which the club of the international president is a member is located.


ARTICLE VIII
Amendment

Section 1. AMENDING PROCEDURE. The by-laws may be amended only at an international convention by amendment reported by the Committee on Constitution and By-Laws at such annual meeting and adopted by the affirmative vote of the majority of the certified delegates voting at such meeting. No amendment shall be reported to a convention for vote unless it shall first secure approval in one of the following two methods:

(a) Have been approved by the International Board of Directors ;

or,

(b) Have been approved by resolutions of conventions of single and/or multiple districts representing no less than fifty-one (51 %) percent of the total number of members of clubs in the association as of July 1 of the fiscal year in which the amendment is sub-mitted to the International Board of Directors for ballot placement.

Section 2. NOTICE. Notice of any proposed amendment must be published in THE LION Magazine, or other official publication of the asso-ciation, at least thirty (30) days prior to the conven-tion at which it is to be voted upon.

ARTICLE IX
Miscellaneous Provisions

Section 1. NAME, EMBLEM AND OTHER LOGOS OF THE ASSOCIATION. The name, goodwill, emblem and other insignia of this associ-ation and Lions clubs chartered thereunder may not be used, published or distributed by any Lions club, Lions club member or any Lions district or by any entity (legal or natural, in corporate or any other form) organized and/or controlled by any Lions club, Lions club member or members or any Lions district, for any purpose except those expressly authorized by the provisions of the constitution or by policies of the Intenational Board of Directors; and no other individual or entity (legal or natural, in corporate or any other form) may use the name, goodwill, emblem and other insignia of the association and Lions clubs chartered thereunder without such written consent and license as shall be required by the International Board of Directors.

Section 2. AUDIT OF ACCOUNTS.

(a) The International Board of Directors shall provide for the audit of the books and accounts of the association by certified public accountants, semi-annually, or at more frequent intervals.

(b) The International Board of Directors shall have prepared, annually, a condensed financial statement, which shall be made available to any Lions club upon request.

(c) The fiscal year of this association shall be July 1 through June 30.

Section 3. BLOCKED FUNDS. Notwithstanding anything to the contrary in the constitution and the by-laws, the International Board of Directors shall have the power, in the event any association funds in any country or geographical area shall be restricted from free transfer into currencies selected by said board for a continuous period of twelve (12) months or longer, to suspend on an affirmative roll call vote of two-thirds (2/3) of the entire number of members of said board, all or such portion as it deems proper of the rights and privileges granted, expressly or by implication, in the constitution and the by-laws to members of Lions clubs, to Lions clubs and to districts in said country or geographical area for so long as transfer of association funds shall be so restricted in said country or geographical area or until said rights and privileges are reinstated by similar board action as set forth above.

Section 4. EFFECTIVE DATE. The Constitution and By-Laws shall become effective upon the adjournment of the international convention at which the same is adopted, unless such amendment shall express a later effective date.

Section 5. RULES OF ORDER AND PROCEDURE.

(a) Unless otherwise provided by the constitution and by-laws, or by the respective district (single, sub- and multiple) or club constitution and by-laws, or by the rules adopted for a meeting, or by local statute or common law, all questions of order or procedure with respect to any meeting or action of this asso-ciation, its International Board of Directors, any committee appointed hereunder, any district (single, sub- and multiple) or organization, or committee operating thereunder, and any Lions club or organization or committee operating thereunder shall be determined in accordance with ROBERT'S RULES OF ORDER NEWLY REVISED, as revised from time to time.

(b) The International Board of Directors shall be empowered to establish, from time to time, rules of procedure for hearing complaints, disputes or claims arising from the provisions of the Constitution and By-Laws, International Board Policy or matters arising at the district (single, sub- and multiple) or international level.

(c) The members of the association shall pursue all complaints, disputes or claims in accordance with the terms and conditions of said rules of procedure and agree to be bound by the decision thereof.

(d) Each district shall adopt a constitution and by-laws which shall be consistent with the constitution and by-laws, as amended from time to time, and the policies of the International Board of Directors. All such district constitution and by-laws shall be subject to interpretation according to the laws in effect, from time to time, in the state of incorporation of The International Association of Lions Clubs.

EXHIBIT A
MEMBERSHIP CATEGORIES

Membership in a Lions club shall be as follows :

(a) ACTIVE : A member entitled to all rights and privileges and subject to all obligations which membership in a Lions club confers or implies. Without limiting such rights and obligations, such rights shall include eligibility to seek, if otherwise qualified, any office in this club, district or association and the right to vote on all matters requiring a vote of the membership; and sùch obligation shall include regular attendance, prompt payment of dues, participation in club activities and conduct rellecting a favorable image of this Lions club in the com-munity.

(b) MEMBER-AT-LARGE : A member of this club who has moved from the community, or because of health or other legitimate reason, is unable regularly to attend club meetings and desires to retain membership in this club, and upon whom the board of directors of this club desires to confer this status. The status shall be reviewed each six months by the board of directors of this club. A Member-at-Large shall not be eligible to hold office or to vote in district or international meetings or conventions, but shall pay such dues as the local club may charge, which dues shall include district and international dues.

(c) HONORARY : An individual, not a member of this Lions club, having performed outstanding service for the community of this Lions club, upon whom this club desires to confer special distinction. This club shall pay entrance fees and international and district dues on such a member, who may attend meetings, but shall not be entitled to any privileges of active mem-bership.

(d) PRIVILEGED : A member of this club who has been a Lion fifteen or more years, who, because of iliness, infirmities, advanced age or other legitimate reason, as determined by the board of directors of this club, must relinquish his/her active status. A Privileged Member shall pay such dues as the local club may charge, which dues shall include district and international dues. He/she shall have the right to vote and be entitled to all other priviloges of membership except the right to hold club, district or international office.

(e) LIFE MEMBER : Any member of this club who has maintained Active membership as a Lion for 20 or more years and has rendered outstanding service to this club, his/her community, or this association; or any member who is critically ill; or any member of this club who has maintained such active membership for 15 or more years and is at least 70 years of age; may be granted Life Membership in this club upon:

(1) recommendation of this club to the association,
(2) payment to the association of US$300.00, or its equivalent in the respective national currency, by this club in lieu of all future dues to the association, and

(3) approval by the International Board of Directors. Nothing herein shall prevent this club from charging a Life Member such dues as it shall deem proper.

A Life Member shall have all privileges of active membership so long as he/she fulfills all obligations thereof.

A Life Member who desires to relocate and receives an invitation to join another Lions club shall automatically become a Life Member of said club.

(f) ASSOCIATE MEMBER : A member who holds his/her primary membership in another Lions club but maintains a residence or is employed in the community served by this club. This status may be conferred by the invitation of the board of directors and shall be reviewed annually. The club shall not report an Associate Member on its Membership Report.

An Associate Member may be eligible to vote on club matters, at meetings where he/she is present in person, but may not represent the club as a delegate at district (single, sub-, provi-sional and/or multiple) or international conventions. He/she shall not be eligible to hold club, district or international office nor district, multiple district or international committee assignments through this club. International and district (single, sub-, provisional, and/or multiple) dues shall not be assessed on an Associate; PROVIDED, however, nothing shall prevent this club from assessing an Associate such dues as it shall deem proper.

(9) AFFILIATE MEMBER : A quality individual of the community who currently is not able to fully participate as an Active member of the club but desires to support the club and its community service initiatives and be affiliated with the club. This status may be conferred by the invitation of the club's board of directors.

An Affiliate Member may be eligible to vote on club matters at meetings where he/she is present in person, but may not represent the club as a delegate at district (single, sub, tran-sitional, provisional, and/or multiple) or international conventions.

He/she shall not be eligible to hold club, dis-trict or international office, nor district, multiple district or international committee assignment. An Affiliate Member shall be required to pay district, international and such dues as the local club may charge.