Lions Clubs International

MULTIPLE DISTRICT “A”

CONSTITUTION

AND BY-LAWS

Revised by

The Ad-Hoc Constitution & By-Laws Committee

May 2007

Adopted by the Council of Governors

In Convention at Toronto, Ontario

June 1, 2008

Amended at MDA Convention 2009

June 7, 2009

Amended at MDA Convention 2010

June 6, 2010

Amended at MDA Convention 2011

May 29, 2011

Amended at MDA Convention 2013

June 2, 2013

Multiple District ‘A’

Constitution & By-laws

Table of Contents

Constitution

ARTICLES Page #

l Name 3

ll Object 3

lll Membership 3

lV Officers 3

V Council of Governors 3-4

Vl Multiple District Convention 4-5

Vll Amendments 5

By-Laws

ARTICLES Page #

l Multiple District Convention 6-7

ll Meetings 7

lll Duties of Multiple Council of Governors

and Committees 7-9

lV Multiple District Committees 9

V Multiple District Administration Fund 10-11

Vl Multiple District Convention Fund 11

Vll Nominations/Endorsement International

Director and Second Vice President

Nominees 11-12

Vlll Miscellaneous 13

lX Amendments 13

X Effective Time 14

MULTIPLE DISTRICT “A”

CONSTITUTION

Article I - Name

This organization shall be known as Multiple District “A” – Lions Clubs International, hereinafter referred to as “multiple district”.

Article II - Object

To provide an administrative structure with which to advance the Purposes of Lions Clubs International in this multiple district.

Article III - Membership

The members of this organization shall be all Lions clubs in this multiple district chartered by Lions Clubs International. This multiple district shall consist of a number of sub-districts, hereinafter referred to as districts, with boundary lines as adopted by a multiple district convention and approved by the International Board of Directors of Lions Clubs International. Specific sub-districts may be identified using the letter “A” followed by the numeric designator.

Article IV - Officers

The officers of this multiple district shall be members of the Council of Governors.

Article V - Council of Governors

Section 1. Composition.

There shall be a Council of Governors composed of all the district governors in the multiple district and shall also include one past district governor who shall serve as council chairperson. Each member of the council of governors, including the council chairperson shall have one (1) vote on each question requiring action of the council of governors. The council chairperson shall serve for a one year term only and cannot serve in that capacity again.

(Note: Article II, Section 4 of the International By-Laws permits the multiple district, by provision in its constitution and by-laws, to include certain other Lions as members of the Council of Governors.)

Section 2. Officers.

The officers of the Council of Governors shall be a chairperson and vice-chairperson, secretary and treasurer and such other officers as the Council of Governors shall deem necessary. The chairperson and vice-chairperson shall be elected annually by the Council of Governors. The secretary and treasurer shall be appointed by the Council of Governors.

Section 3. Powers.

Except where inconsistent with and contrary to the provisions of the articles of incorporation and constitution and by-laws of Lions Clubs International, the powers granted therein to the board of directors of said association, and the policies and acts of said board of directors, the Council of Governors shall:

a) Have jurisdiction and control over all officers and agents, when acting as such, of the Council of Governors and all committees of the multiple district and multiple district convention;

b) Have management and control over the property, business and funds of the multiple district;

c) Have jurisdiction, control and supervision over all phases of the multiple district convention and all other meetings of the multiple district;

d) Have original jurisdiction, when authorized under the policy of the international board of directors and under rules of procedure prescribed by said board, to hear and rule upon any complaint of a constitutional nature raised by any sub-district or districts and Lions clubs, or any member of a Lions club, in the multiple district. All such rulings of the Council of Governors shall be subject to review and decision by said international board;

e) Have control and management of all budgetary matters of the multiple district and committees of the multiple district and multiple district convention. No obligation may be approved or made which shall effect an unbalanced budget or deficit in any fiscal year;

f) Have the power to appoint chairpersons to additional committees as may be required.

Article VI - Multiple District Convention

Section 1. Time and Place.

The annual multiple district convention shall be held each year prior to the International Convention, at a time and place determined by a previous Council of Governors.

Section 2. Club Delegate Formula.

Each chartered club in good standing in Lions Clubs International, and its district, and this multiple district shall be entitled in each convention of this multiple district to one (1) delegate and one (1) alternate for each ten (10) members who have been enrolled for at least one year and one day in the club or major fraction thereof, of said club as shown by the records of the international office on the first day of the month last preceding that month during which the convention is held. The major fraction referred to in this section shall be five (5) or more members. Each certified delegate present in person shall be entitled to cast one (1) vote only for each office to be filled by, and one (1) vote only on each question submitted to the respective convention. Unless otherwise specified herein, the affirmative vote of a majority of the delegates voting on any question shall be the act of the convention. 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.

Each past and present officer of Lions International who is a member in good standing in District “A” shall be a voting delegate at the District “A” Convention, and this vote shall not be counted as a vote to which the officer’s club would otherwise be entitled. The officer may be a voting delegate in one capacity only.

Section 3. Quorum.

A majority of the delegates in attendance at any session of a sub-district or a multiple district convention shall constitute a quorum.

Article VII - Amendments

Section 1. Amending Procedure.

This constitution may be amended only at a multiple district convention, by resolution reported by the Convention Committee on Constitution and By-Laws and adopted by the affirmative vote of two-thirds (2/3) of the votes cast.

Section 2. Automatic Update.

When amendments to the International Constitution and By-Laws are passed at the International Convention, any amendments that would have an effect on this Multiple District Constitution and By-Laws shall automatically be updated in this district constitution and by-laws at the close of the convention.

Section 3. Notice.

No amendment shall be so reported or voted upon unless the same shall have been furnished in writing to each club no less than thirty (30) days prior to the convening date of the annual convention with notice that the same will be voted upon at said convention.

Section 4. Effective Date.

Each amendment shall take effect at the close of the convention at which adopted unless otherwise specified in the amendment.

MULTIPLE DISTRICT “A”

BY – LAWS

Article I - Multiple District Convention

Section 1. Convention Site Selection.

The Chairperson of the Council of Governors shall receive invitations in writing from places desiring to entertain the annual convention. All invitations shall set forth such information as the Council of Governors shall from time to time prescribe and shall be delivered to the chairperson no later than thirty (30) days prior to the convening date of the February (or mid-winter) Council meeting at which they are to be voted upon by the Council of Governors. Procedure to be followed in investigation of bids and in presentation of the same, as well as action to be taken in the event no bids are acceptable to or so received by the Council of Governors shall be determined by the Council of Governors.

Section 2. Site Change.

The Council of Governors shall retain, and have, absolute power to change at any time, for good reason, the convention site chosen by a previous Council of Governors, and neither the Council of Governors nor the multiple district nor any sub-district or sub-districts shall incur any liability thereby to any club or sub-district.

Section 3. Officers.

The members of the Council of Governors shall be the officers of the annual multiple district convention.

Section 4. Order of Convention Business.

The Governors’ Council shall arrange the order of business for the Multiple District “A” Convention and the same shall be the order of the day for all sessions. The Agenda shall include reports from the following:

· Multiple District Secretary

· Multiple District Treasurer

· Multiple District Committees

· General Business of the Multiple District

Section 5. Rules of Order & Procedure.

Except as otherwise specifically provided in this constitution and by-laws, or in the rules of procedure adopted for a meeting, all questions of order and procedure in any convention, any meeting of the Council of Governors or multiple district committee shall be determined by ROBERT’S RULES OF ORDER, NEWLY REVISED.

Section 6. Sergeant-at-Arms.

A convention sergeant-at-arms and such assistant sergeant-at-arms as it deems necessary shall be appointed by the Council of Governors.

Section 7. Official Report

Within sixty (60) days after the close of the multiple district convention, an official report shall be forwarded to Lions Clubs International and each club in the multiple district by the Council of Governors, or, at its direction, by the council secretary.

Section 8. Sub-District Convention.

A meeting of the registered delegates of a sub-district in attendance at the multiple district convention may constitute the annual convention of said sub-district.

Article II - Meetings

Section 1. Council Meetings

The Council of Governors shall hold a regular meeting within ninety (90) days after the date on which the district governors officially take office, and such other meetings as it deems advisable. The council chairperson, or the secretary at the chairperson’s direction, shall issue a written call for each meeting of the Council of Governors, with the time and place to be set out in the call and to be determined by the chairperson. The date of any meeting save the first, which shall be set by the chairperson, shall be determined by the Council of Governors.

Section 2. Quorum

The personal presence of a majority of the Council of Governors shall constitute a quorum at any

meeting.

Article III - Duties of Multiple Council of Governors & Committees

Section 1. Multiple District Council of Governors

The Council of Governors shall conduct the affairs of the District in accordance with the Constitution of Lions International & the multiple district.

a) Make all contracts and approve all bills relating to multiple district convention administrative expenses;

b) Designate a depository for multiple district funds;

c) Determine the amount of surety bond for the council secretary-treasurer, and approve the surety company issuing said bond;

d) Receive financial reports, semi-annually or more frequently, from the council secretary-treasurer, and provide for a review or audit at the end of the fiscal year of the books and accounts of the council secretary-treasurer.

Section 2. Multiple District Council Chairperson

The multiple district council chairperson shall be the co-ordinator 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 programmes, goals and long range planning;

c) Create and foster harmony and unity among sub-districts, and assist district governors with solving issues;

d) Chair over the multiple district convention and all meetings of the Council of Governors;

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

f) Perform other administrative duties as may be assigned by the 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 3. Multiple District Council Secretary-Treasurer

Under the supervision and direction of the Council of Governors, the secretary-treasurer shall:

a) Keep an accurate record of the proceedings of all meetings of the Council of Governors, and within ten (10) days after each meeting forward copies to all members of the Council of Governors and the office of Lions Clubs International;

b) Assist the Council of Governors in conducting the business of the district, and perform such other duties as are specified or implied in the constitution and by-laws, or as may be assigned to him/her from time to time by the Council of Governors;

c) Receive and give proper receipts for all capita taxes required to be paid over to him/her by the sub-district cabinet secretary-treasurers, deposit the same in a bank or banks designated by the Council of Governors, and disburse the same under the supervision and control of the Council of Governors by cheques drawn against said deposits signed by himself/herself and countersigned by the council chairperson or other duly authorized council member;

d) Keep accurate books and records of accounts and minutes of all Council of Governors and multiple district meetings, and permit inspection of the same by any member of the Council of Governors or any club in the multiple district (or any duly authorized agent of either at any reasonable time for any proper purpose;

e) Secure bond for the faithful performance of his/her duties in such sum and with such sureties as may be required by the Council of Governors;

f) In the event that separate offices of council secretary and council treasurer are adopted the duties herein are to be attributed to each of the officers according to the nature of the duties.

Section 4. Multiple District Protocol Chairperson

The Council of Governors shall appoint annually a protocol chairperson for the multiple district. Under the supervision and direction of the Council of Governors, the protocol chairperson shall:

a) At all events attended by the visiting dignitaries, provide seating charts in keeping with the association’s official protocol- ensure that spoken introductions are based on the same and dress requirements are clear for all events;

b) Arrange for proper airport (or other arrival) greetings; arrange suitable transportation to hotel or other lodging, inspect hotel room in advance to ensure its suitability, and provide appropriate amenities (fruit, flowers etc);

c) Arrange for the proper escort of visitors to each function on the schedule;

d) Arrange courtesy calls on local government leaders (or regional and/or national leaders if the location suggests this as a possibility), as the visitor’s schedule permits;

e) Co-ordinate public relations media exposure such as television, radio and print, as necessary; and

f) Co-ordinate departure from hotel, and transportation to airport (or other departure venue).

Article IV - Multiple District Committees

Section 1. Credentials Committee

The Credentials Committee of the multiple district convention shall be composed of the current district governors, first and second vice district governors and cabinet- secretary treasurers. The Chairperson of this committee shall be the council chairperson. Each such Credentials Committee shall have the powers and perform the duties as set forth in ROBERT’S RULES OF ORDER, NEWLY REVISED.

Section 2. Multiple District Convention Committees

The Council of Governors shall appoint, designate the chairperson of, and fill any vacancies occurring in the following multiple district convention committees: Resolutions, Nominations, Elections, Constitution & By-Laws, Rules & International Convention. Each sub-district shall have at least one representative on each such committee. These committees shall perform such duties as the Council of Governors shall designate.

Section 3. Other Council Committees

The Council of Governors may create and appoint such other committees and positions as it deems necessary and appropriate for efficient operation of the multiple district.

Article V - Multiple District Administration Fund

Section 1. Multiple District Revenue

To provide revenue to defray the administrative expenses of the multiple district, an annual multiple district administrative fund per capita dues of Fourteen Dollars & Fifty Cents ($14.50) in Canadian dollars is hereby levied upon each member of each club in the multiple district and shall be collected and paid in advance by each club on or after the first day of September in each year. The membership of each club shall be based on the number of members on record at Lions Clubs International on the first day of July. Newly chartered or re-organized clubs shall collect and pay said annual dues on a pro-rata basis from the first day of the second month following the date of their organization or re-organization, as the case may be. Campus Clubs members shall be exempt from annual per capita dues.

Section 2. Disbursements

Said per capita dues shall be disbursed only for administrative expenses of the multiple district and only upon approval by the Council of Governors. Disbursement therefore shall be by cheques drawn and signed by the council secretary-treasurer and countersigned by the council chairperson.

Section 3. Rules of Audit

Reimbursement of expenses shall be in accordance with Rules of Audit established by the multiple district Council of Governors.

Section 4. Life Member.

Any member of a club in this multiple district who has maintained active membership as a Lion for twenty (20) or more years and has rendered outstanding service to the club, his/her community or this Association; or who is critically ill, or any member of a club who has maintained such active membership for fifteen (15) or more years and is at least seventy (70) years of age may be granted MD”A” Life Membership in the club upon:

a) recommendation of the club;

b) upon approval by the MD”A” Governors Council; and

c) upon payment of Two Hundred Dollars Canadian (CAD$200.00) by his/her club in lieu of all future dues to this multiple district;

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 in MD “A” shall automatically become an MD “A” Life Member of said club.

Nothing herein shall prevent the club from charging an MD “A” Life Member such dues as it shall deem proper. Former Lioness members, who are now Active members of their Lions clubs or who become Active members of a Lions club on or before June 30, 2007, may apply all of their prior Lioness service toward MD “A” Life membership eligibility. Lioness members who become Active members of a Lions Club after June 30, 2007, will not be eligible for Lioness service credit for the purposes of MD “A” Life membership.

Section 5. Audit.

The Council of Governors shall provide for an annual or more frequent audit or review of the multiple district administration fund and shall give the annual financial report of said fund to the multiple district.

Article VI - Multiple District Convention Fund

Section 1. Fund Tax

In lieu of or in addition to a multiple district convention registration fee, an annual per capita multiple district convention fund tax of $ 0.50 in Canadian dollars may be levied upon each member of each club in the multiple district, to be collected and paid with the annual per capita dues. The membership of each club shall be based on the number of members on record at Lions Clubs International on the first day of July. Newly chartered or re-organized clubs may be levied on a pro-rata basis from the first day of the second month following the date of their organization or reorganization, as the case may be.

The fund so collected shall be paid to the multiple district convention host committee upon approval by the Council of Governors. To receive said payment, the Host Committee of the multiple district convention is required to provide a financial statement of convention receipts and expenses by the first council meeting following the convention. The financial statement shall be made available to subsequent Convention Host Committees.

Section 2. Fee Collection

A registration fee, set by the Convention Host Committee and approved by the Council of Governors, may be collected under procedures set by the Council of Governors from each delegate, alternate and guest attending the multiple district convention to defray the actual cost of convention meals and entertainment, etc.

Article VII - Nominations and Endorsement International Director and Second Vice President Nominees

Section 1. Endorsement Procedure

Subject to the provisions of the International Constitution & By-Laws, any member of a Lions Club in the multiple district seeking endorsement of the convention of the multiple district as a candidate for the office of international director or second vice president shall:

(a) Deliver (by mail or in person) written notice of intention to seek such endorsement to the multiple district council secretary-treasurer no less than thirty (30) days prior to the convening date of the convention (sub or multiple) at which such question of endorsement is to be voted upon;

(b) Deliver with said notice of intention evidence of fulfillment of the qualifications for such office set forth in the International Constitution & By-Laws; and

(c) Resign from all multiple district committees and appointments immediately at the conclusion of the multiple district convention, one year prior to the multiple district

convention where the election will be held.

Section 2. Nomination

Each notice of intention so delivered shall be transmitted forthwith by the council chairperson and council secretary-treasurer to the Nominating Committee of the respective convention, which shall review and perfect the same by obtaining from each prospective candidate any additional evidence of such intention and qualifications as may be necessary under the International Constitution & By-Laws, and shall place in nomination at the respective convention the name of each such prospective candidate who has fulfilled said procedural and constitutional

requirements.

The multiple district secretary shall thereupon inform each club in each district in writing or by publication in the Lion Magazine of the nominee(s) for the position of International Director or that of Second International Vice President.

Section 3. Seconding Speech

Each such nominee for endorsement shall be entitled to one seconding speech of no more than three (3) minutes in duration. Each candidate nominated shall be entitled to speak once for not more than five (5) minutes duration.

Section 4. Vote

The vote on the question of endorsement shall be by secret written ballot, unless there shall be only one nominee seeking the same, in which event a voice vote may be taken. The nominee receiving the majority of the votes cast shall be declared endorsed (elected) as the candidate of the multiple district convention. In the event of a tie vote, or failure of one nominee to receive the required majority, on any ballot, balloting shall continue with respect to the two nominees only who received the largest number of votes on the previous ballot until one receives the required majority of the votes cast.

Section 5.

Any candidate seeking endorsement at the multiple district convention must first have secured the endorsement of his/her sub-district.

Section 6. Certification of Endorsement

Certification of endorsement by the multiple district convention shall be made in writing to the international office by the multiple district officials designated, and in accordance with requirements set forth, in the International Constitution and By-Laws.

Section 7. Validity

No endorsement of any candidacy of any member of a Lions Club in this multiple district shall be valid unless and until the provisions of this Article VII have been met.

Article VIII - Miscellaneous

Section 1. Compensation

No officer shall receive any compensation for any service rendered to this multiple district in his/her official capacity with the exception of the council secretary-treasurer whose compensation, if any, shall be fixed by the Council of Governors.

Section 2. Fiscal Year.

The fiscal year of this multiple district shall be from July 1st to June 30th.

Section 3. Dispute Resolution

The clubs in the multiple district shall pursue all complaints, disputes or claims according to the terms and conditions of rules or procedure adopted, from time to time, by the International Board of Directors.

Article IX - Amendments

Section 1. Amending Procedure.

These by-laws may be amended only at a multiple district convention by resolution reported by the Convention Committee on Constitution & By-Laws and adopted by a majority of the votes cast.

Section 2. Notice.

Proposed amendments to the constitution and/or by-laws shall be writing and received by the multiple district constitution & by-laws chairperson no less than twenty-one (21) days prior to the mid-winter council meeting; and

No amendment shall be so reported or voted upon unless the same shall have been furnished in writing to each club no less than thirty (30) days prior to the convening date of the annual convention with notice that the same will be voted upon at said convention.

Section 3. Effective Date.

Each amendment shall take effect at the close of the convention at which adopted unless otherwise specified in the amendment.

Article X - Effective Time

This constitution and by-laws shall take effect at the close of the multiple district convention at

which the same is adopted by the majority of the votes cast.

(This Multiple District Constitution & By-Laws shall govern the multiple district unless otherwise amended so as not to conflict with the International Constitution & By-Laws and policies of Lions Clubs International. This multiple district Constitution & By-Laws shall govern the sub-districts comprising the multiple district unless otherwise amended so as not to conflict with the Multiple District and International Constitution & By-Laws and policies of Lions Clubs International.

Whenever there may exist a conflict or a contradiction between the provisions set out in a district constitution and by-laws and this multiple district constitution and by-laws, then the multiple district constitution and by-laws shall govern.)