Constitution / By-Laws

DISTRICT 12-L TENNESSEE LIONS

MULTIPLE DISTRICT 12 TENNESSEE LIONS

THE INTERNATIONAL ASSOCIATION OF LIONS CLUBS

CONSTITUTION AND BY-LAWS

(As Revised through February 3, 2007)

ARTICLE I – NAME

The organization shall be know as District 12-L Tennessee Lions of Multiple District 12 Tennessee Lions, The International Association of Lions Clubs, hereinafter referred as “District 12-L” or “District.”

ARTICLE II – OBJECTS

To provide the Lions of District 12-L with an efficient organization headed by it duly elected and officially installed District Governor, for the express purpose of advancing Lionism and providing proper and uniform administration throughout District 12-L. The Constitution and By-Laws of Multiple District 12 Tennessee Lions shall be the principal document providing the rules and regulations satisfying these objects. This Constitution and By-Laws shall supplement the Multiple District 12 Tennessee Lions Constitution and By-Laws as required to address additional rules and regulation of District 12-L.

ARTICLE III – MEMBERSHIP

Section 1. Membership: The membership of this organization shall be all Lions Clubs in District 12-L Chartered by The International Association of Lions Clubs and in good standing.

Section 2. Good Standing Criteria: A Club shall be considered in good standing (1) when the Club has met the requirement of The International Association of Lions Clubs Constitution and By-Laws qualifying it to hold a charter; (2) when the duly chartered Club is under no restrictive conditions of The International Association of Lions Clubs and on the first day of the annual State Convention it has no indebtedness to The International Association of Lions Clubs or District 12-L which has not been paid within sixty (60) days from date of invoice; and (3) when the Club has complied with all of the provisions in Article XI, Section 1 of The International Association of Lions Clubs.

ARTICLE III-A – CLUB OFFICERS

Section 1. Each Lions Club in District 12-L shall, unless its own Constitution and By-Laws provided otherwise, have the following officers and directors: President, Immediate Past President (except for a newly organized club), First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer (Secretary and Treasurer may be the same person), Membership Chairman, Tail Twister, Lion Tamer and at least four (4) directors. The Third and/or Second Vice President may be omitted if the club membership is too small to staff all of these positions. All the officers and directors specified above shall constitute the Club’s Board of Directors.

Section 2. In a newly formed club, one half (1/2) of the directors shall; be elected for a one-year term, initially, and the other half shall be elected for a two-year term. In succeeding years, directors shall be elected for two-year terms.

Section 3. The duties of each officer and director shall, unless the club adopts a Constitution and By-Laws providing otherwise, be as stated in the International Association of Lions Clubs Standard Form Constitution and By-Laws.

Section 4. A majority of the Board of Directors shall consist a quorum at any meeting.

ARTICLE IV – DISTRICT CABINET

Section 1. Cabinet Composition: There shall be a District Governor’s Cabinet composed of the District Governor as it presiding officer, the Immediate Past District Governor, Vice District Governor, Region Chairman (if this position is utilize during the District Governor’s term), the Cabinet Secretary, the Cabinet Treasurer or Cabinet Secretary-Treasurer, if said office is held by the same person, the Zone Chairmen, the District Governor’s Honorary Committee and the Chairman of the Projects Committee.

Section 2. Voting: The District Governor, the Vice District Governor, the Immediate Past District Governor, the Cabinet Secretary, the Cabinet Treasurer, or Cabinet Secretary- Treasurer, if said office is held by the same person, the Region Chairmen (if this position is utilized during the District Governor’s term), the Zone Chairman and the Chairman of the Projects Committee, each of whom must be an active member of a District 12-L Lions Club, shall have the right to vote at all Cabinet meetings. In addition, members of the District Governor’s Honorary Committee who are present at any Cabinet meeting and who are active members of a District 12-L Lions Club, shall have the right to vote at such meetings. At any particular meeting, a majority of the voting members of the District Governor’s Cabinet shall constitute a quorum.

ARTICLE V – DISTRICT ADMINISTRATIVE FUND

Section 1. District Administrative Fund Per Capita Dues: To provide revenue to defray the Administrative expenses of the District, an annual per capita District Administrative Fund Dues (including funds for the District Newsletter) shall be levied upon each Lions Club in the District in two semiannual payments as follows:

A. Based on members reported on the July Monthly Membership, and to be billed no later than August 15, of each year to cover the semiannual period of July 1 through December 31, payable on or before September 1 AND

B. Based on members reported on the January Monthly Membership & Activity Report, and to be billed no later than February 15, to cover the semiannual period from January 1 through June 30, payable on or before March 1.

C. The student members of any Lions Club established on a college Campus shall be exempt from the aforementioned levy.

Section 2. Use of Funds: The District Governor and/or his cabinet shall not incur or obligate themselves or District 12-L for any indebtedness or financial obligation which cannot be discharged or paid for from the administrative funds as December 12-L shall receive, or which it may receive, from prior District Governors and/or cabinet administration.

Section 3. Report and Audit: No later than June 15 of each year, the outgoing Treasurer, or Secretary-Treasurer, shall transfer to the incoming Treasurer, or Secretary-Treasurer, an advance of administrative funds in the amount of $1,000.00 or such lesser amount as may be available, in order to provide startup funds for the incoming administration. All administrative and project funds received, disbursed, or retained by the Treasurer, or Secretary-Treasurer, shall be shown in reports which shall be presented at the incoming District Governor’s first Cabinet meeting. In addition, all project funds disbursed during the year by the Clubs in the District, as indicated on the Monthly Activity Reports and other sources, shall be compiled as to identity of recipients and total amounts given to each. Within 60 days after the end of each fiscal year, the Treasurer, or Secretary-Treasurer, shall prepare and file with the Internal Revenue Service IRS Form 990 for the year just completed. No later than the second cabinet meeting after the end of the year, the Treasurer, or Secretary-Treasurer, of the preceding District Governor’s administration shall close all bank accounts for his year and transmit them to the current Treasurer, or Secretary-Treasurer, the following: (1) any remaining administrative and project funds, (2) a listing of any unpaid bills, (3) a listing of any receivable items, (4) a copy of the IRS Form 990 which was filed, (5) a fiscal statement of both administrative and project accounts, and (6) any other pertinent reports or data. An audit of any account shall be made. Funds not actually received into District 12-L treasury, such as those disbursed by clubs and reported in Monthly Membership & Activity Report, shall not be subject to audit.

Section 4. District Governor’s Emergency Fund: The District Governor’s Emergency Fund shall be established as a line item in the budget at the start of each Budget cycle. It will be capped at $1.000 and will be used as directed by the Governor as deemed appropriate in emergency situations.

Section 5. District Governor’s Reserve Fund for Convention Travel: The District Governor’s Reserve Fund for Convention Travel shall be established as an interest bearing Certificate of Deposits (CD) account. This account shall roll over annually, currently in September, when a contribution of at least one dollar ($1.00) per member from current per capita dues is made by each District Governor to replenish said account. The funds in this account shall be used by the outgoing District Governor to attend the Lions International Convention at the conclusion of the Governor’s term. The expenses to be reimbursed by this account shall not exceed those expenses permitted by the Lions Clubs International Rules of Audit for the District Governors Elect (DGEs). The reimbursement shall be for the governor only, not spouses or other relatives, and transportation shall be by the least expensive means available. Any monies withdrawn from this account in excess of expenses shall be returned to the account prior to the next available roll over date for the Certificate of Deposit so that they might be reinvested.”

ARTICLE VI – DISTRICT NEWSLETTER

Section 1. Authorization: Inasmuch as it is vital to the growth and to the efficient functioning of District 12-L to provide complete, clear, timely and pertinent information to each Lion of the District, the District newsletter, The Untwisted Tale of District 12-L Tennessee, shall be authorized for regular publication and distribution to each individual Lion of District 12-L. It shall be designated in the District Governor’s budget.

Section 2. Per Capita Dues: To provide funds for the publication of The Untwisted Tale of District 12-L Tennessee, dues shall be levied upon each member in the District, in two semiannual payments of approximately the same amount, as designated in the District Governor’s budget.

Section 3. Newsletter Fund Reimbursement: The publisher of The Untwisted Tale of District 12-L Tennessee shall mail copies of each issue to all members of the District Governor’s Cabinet. The reimbursements for such mailings received by the District Governor from the International Association of Lions Clubs shall be turned over to the fund maintained for the publication of The Untwisted Tale of District 12-L Tennessee.

ARTICLE VII – DISTRICT GOVERNOR

Section 1. Candidacy requirements: A candidate for the office of District Governor shall have the qualification as in Article IV, Section 7, of The International Association of Lions Clubs Constitution and By-Laws.

Section 2. Nominations: Nominations for the office of District Governor shall be presented to the District Nominating Committee in accordance with the provisions of Article I, Section 2, of the By-Laws of Multiple District 12 Tennessee Lions. The nominating petition shall specify the Club and District offices that the nominee has held and the dates served.

Section 3. Election: The election shall be by secret written ballot in accordance with the provisions of The International Association of Lions Clubs and By-Laws and the Multiple District 12 Tennessee Lions Constitution and By-Laws.

Section 4. In the event of a vacancy in the office of District Governor, the same shall be filled in accordance with the provisions of The International Association of Lions Clubs Constitution and By-Laws and the Multiple District 12 Tennessee Constitution and By-Laws.

Section 5. Preside, when present, over cabinet, convention and other District meetings. During any period in which he is unable to preside, the presiding officer at any such meeting shall be the Vice District, or in his absence, the District Officer chosen by the attending members.

ARTICLE VIII – VICE DISTRICT GOVERNOR

Section 1. A candidate for the office of Vice District Governor shall have the qualifications set forth in The International Association of Lions Clubs Constitution and By-Laws and the Multiple District 12 Tennessee Lions Constitution and By-Laws.

Section 2. Nominations: Nominations for the office of Vice District Governor shall be presented to the District Nominating Committee in accordance with the provisions of Article I, Section 3, of the By Laws of Multiple District 12 Tennessee Lions. The nominating petition shall specify the specific club and district offices that the nominee has held and the dates served.

Section 3. Election: The election of the Vice District Governor shall be held at the District 12-L Convention. The election shall be conducted by a secret written ballot, with the Vice District Governor candidate(s) required to secure a simple majority of the affirmative (FOR) votes cast by the delegates present, certified and voting in order to be declared elected. A FOR or AGAINST option will be included on a single candidate ballot. In case of a tie on the multiple candidate ballot, balloting shall continue with respect to the two options on the ballot who received the largest number of votes on the previous ballot until one option receives the majority vote. Should the AGAINST option receive the majority vote, then nominations of person qualified to be Vice District Governor shall be accepted from the floor and the above balloting process shall be repeated.

Section 4. Official Duties: The Vice District Governor, subject to the supervision and direction of the District Governor, shall be the chief administrative assistant to the District Governor. His specific responsibilities hall be to:

1. Further the Purposes and Objects of the International Association of Lions Clubs.

2. Familiarize himself with the duties of the District Governor so in the event a vacancy in the office of District Governor he will be better prepared to assume the duties and responsibilities of said office. Perform such administrative duties as may be assigned to him by the District Governor.

3. Perform such other functions as may be required of him by the International Board of Directors through the Vice District Governor’s Manual and other directives.

4. Supervise membership.

5. The Vice District Governor shall be compensated from the District Funds for travel and out-of-pocket expenses at the same rate as the District Governor for all official duties he performs.

6. Actively participate in all cabinet and council meetings and conduct all meetings in the absence of the District Governor.

7. Participate in the preparation of the district budget.

ARTICLE IX – PROJECTS COMMITTEE

Section 1. Projects Committee Composition: (1) Chairman of Projects Committee, (2) District Governor, (3) Immediate Past District Governor, (4) the Regional Chairmen of each Region in the District, if Region Chairmen are utilized, otherwise by the Zone Chairman of each Zone in the District.

Section 2. Formation of the Committee:

1. The Chairman shall be appointed by the District Governor.

2. The District Governor-elect becomes a member upon taking office as District Governor.

3. The Immediate Past District Governor is a member.

4. The Region Chairmen of each Region shall become a member when the District Governor- elect takes office as District Governor, if Region Chairmen are utilized, otherwise the Zone Chairman in each Zone shall become a member.

5. In the event a vacancy occurs between the date the District Governor–elect appoints Region or Zone Chairmen and the date the District Governor takes office as District Governor, the District Governor will appoint a replacement to serve until the District Governor takes office as District Governor.

Section 3. Period of Committee’s Responsibility:

1. The committee shall become operative with the respect to the following year’s planning as soon as the committee is formed.

2. The committee, as it is constituted by the District Governor-elect’s term of office shall have nor jurisdiction over projects of the outgoing District Governor’s term nor shall the Committee have any responsibility in the distribution of undesignated funds that may be in the Cabinet treasury after the Committee’s appointment and prior to the end of the outgoing District Governor’s term.

3. To help plan and carry out all projects.

4. To promote all projects and project plans for the District.

5. To recommend the disbursement of undesignated funds that come into the Cabinet treasury during the District Governor’s term of office. The Committee, as constituted under the District Governor-elect, shall make no recommendations in this respect during the outgoing District Governor’s term.

6. Serve as liaison between projects and other Lions units.

ARTICLE X – DISTRICT PROJECTS

Section 1. District Projects: To increase the effectiveness of Lionism and to provide a common base of support in District 12-L, certain projects may be designated as District Projects.

Section 2. In order to become a District Project, the sponsoring Lions Club or organization shall provide a written proposal of the project, including the funding request, to each Project Committee member no later than March 30 of the calendar year which the project is proposed to start. If the project is approved by the Committee, the Committee Chairman will instruct the sponsoring club or organization to provide each Club President with a written proposal of the project at least 30 days prior to the first Cabinet meeting scheduled to be held after July 1. Clubs and organization which desire presently approved projects to continue for the following Lions year shall submit in writing their request for funding no later than March 30 preceding the Lions year beginning in July, which shall include the latest statement of financial condition of the project. In order for the project, either new or ongoing, to be designated as a District Project, the project and the recommended funding level must be approve by a majority of the Cabinet members present and voting at the first Cabinet meeting after July 1 of each year. Cabinet members present and voting at the first Cabinet meeting after July 1 of each year.

ARTICLE XI – DISTRICT CONVENTION

Section 1. The site of the Convention of District 12-L Tennessee shall be selected by the previous annual Convention of  District 12-L Tennessee Lions, and the date and time shall be fixed by the newly elected District Governor.

Section 2. Delegates to the District Convention: Each charted Lions Club in the District, in good standing, shall be entitled to delegates, alternate delegates and delegates-at-large to the annual District convention as set forth in Article VI, Section 9, of the Multiple District Tennessee Lions Constitution and By-Laws.

ARTICLE XII -GENDER

In each place in this Constitution and By-Laws where the male gender is specified or implied, either male or female gender shall be understood.

ARTICLE XIII – CONFLICTS AND CONFORMITY

Section 1. Conflicts: Should any portion of this Constitution and By-Laws conflict with The International Constitution and By-Laws or the Multiple District 12 Constitution and By-Laws, the provisions of the International Association of Lions Club or the Multiple District 12 Tennessee Lions Constitution and By-Laws prevail.

Section 2. Conformity: In the event that the Constitution and By-Laws of The International Association of Lions Clubs or the Multiple District 12 Constitution and By-Laws shall be amended, deleted or otherwise changed in such a manner as to render any part of this Constitution and By-Laws derogate thereof, such changes shall not render this Constitution and By-Laws inoperable until the next ensuing District Convention of District 12-L and shall not render it inoperable until proper opportunity is presented under such provisions of this Constitution and By-Laws to correct such affected Articles and Sections.

ARTICLE XIV – AMENDMENTS

Section 1. Procedures for Proposing Amendments: Any proposed amendment shall originate in writing from one of the following: (A) a District 12-L Lions Club in good standing, (B) District Governor, (C) District Governor’s Cabinet, (D) Constitution and By-Laws Committee. Any proposed amendment shall first be presented to the Constitution and By-Laws Committee by November 15 preceding the District Convention at which the amendment is being presented. The Constitution and By-Laws Committee shall put the proposed amendment into proper form without changing the expressed intent of the originator, regardless of whether or not the said Committee supports the intent of the proposed amendment. The Chairman of the Constitution and By-Laws Committee shall mail the proposed amendments in proper form to the Cabinet Secretary by December 15. The Cabinet Secretary shall give each Club in the District a written notice of proposed amendments and a copy thereof at least thirty (30) days in advance of the District Convention, or the Cabinet Secretary may give the Newsletter Editor all proposed amendments in sufficient time to have them published in the District Newsletter and mailed to each member in the District at least thirty (30) days before the District Convention. No amendments shall be reported or voted upon unless such notification has been given.

Section 2. Altering Amendments: Any proposed amendment to this Constitution and By-Laws may be amended from the floor of the District Convention, provided such amendment is relevant to the proposed amendment.

Section 3. Vote Requirements: This Constitution and By-Laws may be amended only at the District convention, by resolution reported by the Constitution and By-Laws Committee and adopted by the affirmative vote of two- thirds (2/3) of the delegated present in person, certified and voting.

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