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CONSTITUTION DISTRICT 2-A2
HUMAN NEEDS BOARD
ARTICLE 1 - NAME
Section 1 The name of the Board shall be the Lions District 2-A2 Human Needs Board
ARTICLE 2 - OBJECTIVES
Section 1a The objective of the of the Board shall be to provide financial assistance to a Lions club or a group of Lions clubs in order to meet a human need that the club or group of clubs do not possess the financial capability to meet that need.
Section 1b To assist a Lions club or group of Lions clubs in meeting a human need by providing a source of procuring the equipment or goods necessary to meet that need.
1c To foster a greater communication and cooperation among Lions clubs in meeting the human needs of the communities served by encouraging joint service projects by Lions clubs.
ARTICLE 3 - OFFICES
Section 1 The principal office for the transaction of business of the Board shall be in the community in which the chairman of the Board resides.
ARTICLE 4 - MEMBERSHIP
Section 1 Eligibility: All Lions who are members in good standing of any Lions club in District 2-A2 and in good standing with the International Association of Lions clubs may become members of the Board.
Section 2 Club Membership: To be entitled to the services of the Board, a Lions club in District 2-A2 must be in good standing with their District and Lions clubs International.
Section 3 Meetings. All members have the right of attendance and to the expression of opinions on all matters pertinent to the topical discussions as governed by ROBERTS RULES of ORDER at all meetings as defined in Article 5 Section 6.
Section 4 Voting Rights: All current members of the Board in attendance at the annual District 2-A2 convention may vote on those issues related to the election of the directors of the Board proposed amendments to the constitution, or other issues as required or noted elsewhere in this constitution. Only the Board of Directors may vote on all other issues at other meetings of the Board.
Section 5 Quorum: A quorum for the transaction of business at the annual convention shall consist of 25% al all members of the Board duly registered at the convention. Unless otherwise noted by the constitution, a majority of the Board (4) shall decide any issue brought before the other meetings of the Board.
ARTICLE 5 - BOARD OF DIRECTORS
Section 1 Number and Composition: The government of this Board shall be vested in this Board of Directors, herein referred to as the Directorate, composed of five (5) Directors elected as indicated in Section 4 of this Article. There shall be one Director appointed by the current District Governor. The sitting District Governor will serve as an ex-officio member.
Section 2 Qualifications: Each of the five (5) elected Directors shall be an active member of Lions District 2-A2, in good standing, and be a current member of the Board.
Section 3 Terms of Office: Five Directors shall be elected for the 1988/1989 year. After the first election, lots will be drawn to determine the rotation with three (3) Directors serving terms of one (1) year and two (2) Directors serving terms of two (2) years. Thereafter all elected Directors will serve terms of (2) years. and no Director can serve more than two (2) consecutive terms. To become eligible again at least one (1) year must elapse after the second term of office.
Section 4a Elected Directors: The District Governor and the Directorate shall consider nominations to the Board not less than 90 days prior to the Annual Convention. The Directorate must notify those clubs with eligible voting membership of the number and the qualifications of Directors needed and actively seek qualified candidates. At least 60 days prior to the Annual meeting, the Board must receive written notice of nomination of any member Qualified to become a Director. This nomination shall be endorsed by a majority of the members, in good standing, of the club from which the nominee is a member. The District Governor shall thereafter inform each club in the District of the names and clubs of the candidates seeking the Office of Director. This notice shall be given at least 30 days prior to the opening session of the annual meeting. No nominations for Director to this Board shall be made from the floor of the annual meeting unless no qualified candidate has submitted a resolution. Or, if there only be one and he/she becomes incapacitated during the last 60 day interim period. In such cases nominations from the floor, with the nominees permission, shall be permitted.
Section 4b Voting Procedure: When there are more candidates for the position of Director than there are positions available, the election shall be by secret ballot and the individual with the most votes shall be declared the winner- In the event of a tie the District Constitution and its bylaws shall be utilized to decide the winner .
Section 5 Authority: The Directorate shall have the power and authority over all business affairs of the Board. This includes the authority to administer, disburse, invest and control all moneys of the Board under the laws of the state of Texas and the policies sf Lions International, and to pay all expenses connected with the administration of the Board. No moneys shall be disbursed or invested with out the approval of the Directorate at a duly constituted meeting of said Board. Excepting that the Chairman and Treasurer may authorize amounts not to exceed $ 100.00. Faxes, E-mail, telephone calls and letters shall be deemed acceptable methods of communication within the Directorate.
Section 6 Meetings of the Directorship:
a Regular:
The Directorate shall meet during the four District 2-A2 Cabinet meetings each year at such time and place as may be determined by the chairman, with the annual meeting being held in conjunction with the District Convention. All Directors shall be mailed a notice of the meeting by the Secretary at least 10 days prior to each regular meeting. Members of the Human Needs Board may receive notice through the District Newsletter or in
such manner as deemed necessary by the Chairman.
b Special:
These meetings may take place at such time and place as designated by the Chairman when the business of the Board may require or necessitate such meetings in order to promote the purpose or objectives of the Board. Special meetings may be called by the Chairman or by the majority of the Directors. In such cases a written request for such a meeting must be provided. This notice must state the reason for the meeting, the date, time and place and be mailed to the individual Directors at least 10 days prior to the meeting. No other business, than that stated, should be considered at such special meetings except by unanimous consent of all Directors present.
Section 7 Quorum: A majority of the members of the Directorate shall constitute a quorum to conduct the business of the Board. A majority vote of those present at a membership meeting, where a quorum is available, shall decide any question brought before such meeting.
Section 8 Compensation: All members of the Board of Directors shall serve without compensation and shall not receive any compensation directly or indirectly from the Board for any services rendered.
Section 9a Vacancies: In the event of a vacancy on the Directorate of an elected member, the Board in a regular or special meeting shall have the power and authority, after consultation with the District Governor, to fill such vacancy until next duly constituted Annual meeting. At said meeting a successor shall be elected to complete the unexpired term in accordance with provisions of Article 5, Sections 2 and 3.
b
When any elected Director shall cease to be a member in good standing of a District 2-A2 Lions club which is in good standing and of the Human Needs Board, the office shall be declared vacant immediately and a successor shall be elected in accordance with the provision of Section 9 of this Article.
Section 10 Removal for Cause: Any elected official of the Directorate who shall be absent from two ( 2 ) regular meetings without advance notice and an excuse in writing to the Secretary and acceptance by the other Directors, shall be dismissed from the Directorate and notice thereof be given in writing to the Chairman and to the District Governor.
ARTICLE 6 - OFFICERS
Section 1 Officers: The officers of the Directorate shall be a chairman, a vice chairman and secretary/Treasurer. The latter position may, at the discretion of the members, be divided into two separate offices.
Section 2 Election: All officers shall be elected by the incoming Directors at, or shortly after, the closing of the District Convention.
Section 3 Terms of office: All officers of the Directorate shall be elected for a one ( 1 ) year term. upon completion of his/her term each officer shall forthwith submit all files, records, correspondence, documents and any other pertinent items in his/her possession to his/her successor.
Section 4 Duties:
a Chairman: The chairman shall be the CEO of the Board and shall preside at all meetings of the Directorate. The chairman shall supervise and coordinate the progress and efforts of the Board. The Chairman appoints all committees in accordance with Article 7 herein. He/she shall freely consult with the Board and keep it fully informed as to the ongoing activities. He/she shall make annual reports to the Directorate and to the assembly at the District 2-A2 Convention. The Chairman performs other duties as may be assigned by the Directorate in keeping with the purpose of the Board and as usually pertains to the office.
b Vice Chairman: The V. Chairman will act in place of the regular Chairman when and if he is absent or unable to conduct the meeting.
c Secretary: The Secy, under the supervision of the Chairman, shall
(1) Keep an accurate record of the proceedings of all meetings of the Directorate and within 10 days of each meeting forward copies of the meeting to each Board member.
(2) Receive ail requests from District Lions clubs for assistance and provide each member with copies of such requests and maintain records of the disposition of each request.
(3) Sign all notices and documents issued by the Board.
d Treasurer: The treasurer shall collect and receipt for all moneys received from members and clubs in the District. He/she shall deposit such moneys in a bank or banks approved by the Directorate. He shall disburse moneys by order of the Directorate and maintain accurate books and records of accounts available upon request for verification. He/she shall sign, in conjunction with the Director chosen as second signatory, all checks, notes, drafts and orders for payments and maintain records for all clubs in good standing with the Board.
e The Directorate may, at its discretion, combine the offices of secretary and Treasurer. However, the duties of the two offices shall remain unchanged when combined.
f The Treasurer shall have an annual audit of the financial books and records performed by a CPA approved by the Directorate. such audit is to be made by the first cabinet meeting of the new Lions year, or at the discretion of the Directorate at more frequent intervals. A copy of the annual audit shall be provided for each Director and the District Governor within fifteen (15 ) days after completion of the audit.
Section 5 Vacancies and Removals:
a Vacancies: A vacancy in any office for any reason may be filled by a majority vote of the total Directorate either at a meeting or by phone call vote for the unexpired term of office.
b Removal: Any officer elected or appointed by the Directorate may be removed for cause by a majority vote of the total Directorate. Such action shall only be taken at a meeting of the Directorate (regular or special). The officer to be removed must be given written notice of the pending action twenty (20) days prior to the vote, and given ample opportunity to present the case for non removal if desired.
ARTICLE 7 - COMMITTEES
Section 1 Eligibility: All current members of the Board shall be eligible to serve on an appointed committee if they are in agreement to do so.
Section 2 Standing Committees: All standing committees shall be selected by the Directorate with appointments to those committees being made by the Chairman with the consent and approval of the Directorate. They shall serve a term concurrent with the appointing officer.
Section 3 Special Committees: Such committees may be established and filled for limited periods of time by the Chairman.
Section 4 Ex-Officio Members: The Chairman shall serve as an ex-officio member of all committees. Members with special expertise may be requested to serve as ex-officio members in an advisory capacity.
ARTICLE 8 - ADMIN. and FISCAL MGMT.
Section 1 General: The Administrative and fiscal management of the Board shall follow generally accepted accounting methods and any specific instructions presented herein under the constitution
Section 2 Fiscal Year: The fiscal year of the Board shall be from July 1 of each year to June 30 of the following year.
a Income: Revenues of the Board shall be from donations from the Lions of District 2-A2,. These moneys are to be forwarded to the Board by the District Treasurer as they are received from each Lions club. Additional income may be derived from contributions, endorsements, grants, etc.
b Expenditures: Disbursement of funds shall be made by the Secretary/Treasurer at the discretion of the Directorate when co-signed by another authorized Board member. Nominal expenditures not to exceed $ 100.00 may be approved by the Chairman and Treasurer. Disbursements over this amount shall require a vote by the Board.
c Budget A proper administrative and activity budget as developed and presented by the Board shall be voted on by the members at the annual meeting.
Section 3 Parliamentary Procedures: Except as may be otherwise provided for in the Constitution, ROBERTS RULES OF
ORDER shall govern all questions of procedure in any meeting of the Board.
ARTICLE 9 - DISSOLUTION
Section 1 In the event of dissolution of this Board, all records, reports and correspondence, along with all funds shall be turned over to the District Governor for resolution and appropriate action.
ARTICLE 10 - AMENDMENTS
Section 1 Origin: A proposal for an amendment to this constitution may originate from any Board member in good standing.
Section 2 Development: said proposals shall be forwarded to the Directorate for consideration by a committee on the constitution and by-laws of the Board. It, after further study and consultation with! the originator of the proposal, the proposal appears to be appropriate the committee shall develop a statement for consideration by the Directorate.
Section 3 Action: This constitution shall be amended or reviewed only after the amendment or reviews are presented clubs to as many and members as possible and, upon request, mailed to any requesting club and members of the Board in District 2-A2 at least thirty, (30.) days prior to opening session of the annual meeting. Members meeting the criteria for voting as outlined an Article 4, Section 4 may vote on the proposed amendments or reviews as modified, altered, or changed by discussion of the matter and majority agreement on the Annual Convention floor.
Section 4 This Constitution and amendments shall supersede any and all previous constitutions and amendments of the District 2-A2 Human Needs Board.
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