CONSTITUTION AND BY-LAWS OF THE LIONS CLUB

ARTICLE 1

Name, Slogan, Motto

Section A. The name of this organization is Lions Club ____________,

chartered by The International Association of Lions Clubs and under the jurisdiction of said association (hereinafter referred to as the “Association”).

Section B. The slogan of this organization shall be Liberty, Intelligence, Our Nation’s Safety.

Section C. The motto of this organization shall be We Serve.

ARTICLE 2

Objects and Purposes

The purposes of this club are:

A. To create and foster a spirit of understanding among the peoples of the world.

B. To promote the principles of good government and good citizenship.

C. To take an active interest in the civic, cultural, social and moral welfare of the community.

D. To unite the members in the bonds of friendship, good fellowship and mutual understanding.

E. To provide a forum for the open discussion of all matters of public interest; provided, however, that partisan politics and sectarian religion shall not be debated by club members.

F. To encourage service-minded people to serve their community without personal financial reward, and to encourage efficiency and promote high ethical standards in commerce, industry, professions, public works and private endeavors.

ARTICLE 3

Membership

Section A. Subject to the provisions of Section B hereinafter, any person of legal age, of good moral character and of good standing in the community may be admitted to membership in the Lions club. Whenever the masculine gender is used in this document with respect to members, it shall be construed to include both men and women members.

Section B. The following classes of membership are established in the Lions club:

(1) ACTIVE: A member is granted all the rights and privileges of, and assumes all the obligations pertaining to, membership in the Lions club. Without limiting such rights and obligations, these include the right to hold office in this club, in the district organization or in the association, subject to meeting all other qualification requirements, and the right to vote on all matters requiring a vote of the members; the obligations include regular attendance, timely payment of dues, participation in the affairs of the club, and conduct consistent with a favorable image of this Lions club in the community.

(2) AT-LARGE: A member of this club who has moved to another locality, or who, by reason of health or other valid cause, is unable to attend club meetings regularly but wishes to retain membership in this club, and to whom the club’s board of directors wishes to grant such status. Such status shall be renewed by the club’s board of directors every six months. An at-large member may not hold office and shall not be entitled to vote at district (single, sub-, provisional and/or multiple district) or international meetings or conventions, but shall pay such dues as are established by the local club, including payment of district and international dues.

(3) HONORARY: A private individual who is not a member of this Lions club, who, by reason of outstanding service to the community or to this club, is to be specially recognized by the club through the granting of this form of membership. The club itself pays the admission fee and the district and international membership dues for such member, who may attend club meetings but does not enjoy the privileges conferred by active membership.

(4) PRIVILEGED: A member of this club who has been a member thereof for fifteen years or more, but who, by reason of illness or infirmity, advanced age or other valid cause as determined by the club’s board of directors, must relinquish active membership status. A privileged member shall pay such dues as are established by the local club, including payment of district and international dues. Such member shall be entitled to vote and shall enjoy all the privileges of membership, except the right to hold office in the club or in its district or international office.

(5) LIFE MEMBERSHIP: A member of this club who has twenty or more years of active membership and who has rendered distinguished service to this club or to the community, or to the Association; or any member in critical health; or any member of this club who has fifteen or more years of active membership and has attained the age of not less than 70 years, may be granted life membership status in this club provided that:

1) The club so recommends to the association,

2) The club pays to the association the sum of US$300, or the equivalent in the applicable national currency, in lieu of all future association dues, and

3) The International Board of Directors approves.

A life member shall enjoy all the privileges of active membership so long as such member fulfills all the obligations pertaining thereto.

A life member who wishes to change place of residence and who is invited to join a new Lions club automatically becomes a life member of the new club.

(6) ASSOCIATE MEMBER: A member who holds primary membership in another Lions club but actually resides or works within the community served by this club. Such status may be granted upon invitation by the board of directors and shall be reviewed annually. This club shall not include an associate member in the Membership and Activities Report.

An associate member shall be entitled to vote on club matters at meetings which such member personally attends, but shall not be entitled to represent the club as a delegate at district (single, sub-, provisional and/or multiple district) or international conventions. Such member may not hold office in the club or in a district or international office, nor represent the club on district, multiple district or international committees. International and district dues (single, sub-, provisional and/or multiple district) shall not be assessed against an associate member; PROVIDED, however, that nothing herein shall preclude the club from assessing such dues if it deems this necessary.

(7) AFFILIATE MEMBER: A deserving private individual belonging to this community who at present cannot participate fully in the work of the club as an active member but who wishes to support the club’s service initiatives and wishes to be associated with the club. Such status is granted upon invitation by the club’s board of directors.

An affiliate member shall be entitled to vote on club matters at meetings which such member personally attends, but shall not be entitled to represent the club as a delegate at district (single, sub-, provisional and/or multiple district) or international conventions.

Such member may not hold office in the club or in a district or international office, nor represent the club on district, multiple district or international committees. An affiliate member shall pay district, international and other dues which the club deems necessary to assess.

Section C. Classification: In the event that the members of this Lions club elect to use the method of granting and maintaining membership on the basis of classification, the following rules shall apply:

(1) Classification shall be defined as any principal aspect of or field of interest in a business or profession.

(2) There may be no more than two (2) members per classification.

(3) Classifications may be established for Associate Members, Father and Son, Owners, Partners, Officers, Managers and other categories as determined by the club.

Section D. No one other than an honorary or an associate member may be a member of this club and of another Lions club at the same time; no one other than an honorary member may be a member of this Lions club and of any other club of similar character at the same time.

Section E. Membership in this Lions club may be acquired by invitation only. Applications shall be submitted on forms provided by the International Office, shall bear the signature of an authoritative club member acting as sponsor, and shall be filed with the membership chairperson or the club secretary, who, after due inquiry, shall submit them to the board of directors. Upon approval by a majority of the board of directors, the applicant may be invited to become a member of this club. The duly completed and signed form, together with the admission fee and dues, shall be held by the secretary until the new member has been reported and officially recognized by the association as a member of the Lions club.

Section F. Reinstatement of Membership: Any member in good standing who has terminated membership in the club may be reinstated by decision of the board of directors, and such member shall be credited with the full prior record of club service as part of the member’s overall Lions club record.

Section G. Transfer of Membership: This club may grant membership by transfer to a person who has terminated or is terminating membership in another Lions club, provided that (1) a completed transfer form is received by the secretary of this club within six (6) months of the date of termination of membership in the former club, or, if no transfer form is available, the club membership card is submitted; (2) such termination of membership was not for discreditable reasons and the member was in good standing; and (3) the transfer form or membership card submitted is approved by the board of directors. If more than six (6) months have elapsed between the termination of membership in the former club and the submission of the transfer form or membership card to this club, membership in this club may be granted only under the provisions of Section E of this Article 3.

ARTICLE 4

Club Branch Program

Section A. The club may form branches in order to extend the Lions club movement into geographic areas where, owing to sparse population, a traditional club cannot function. A branch shall meet as a committee of the sponsoring club and shall conduct its activities in its community.

Section B. Branch members are granted membership in the sponsoring club and in the branch upon invitation by the board of directors of the sponsoring club. Membership may be in one of the categories listed in Section B of Article 3.

Section C. The members constituting the branch shall elect a coordinator and a vice coordinator. The coordinator shall also be a member of the board of directors of the sponsoring club and shall attend the general meetings and/or meetings of the board of the sponsoring club in order to provide reporting on the work performed and planned by the branch, to submit a monthly financial report and to coordinate efforts to maintain open discussion and effective communication between the branch and the sponsoring club. Attendance by branch members at the regular meetings of the sponsoring club is encouraged.

Section D. The sponsoring club shall appoint from among its members a member to oversee the activities of the branch and to assist it as necessary. The member performing such duties shall at the same time be the third-ranking officer of the branch.

Section E. Branch members shall be entitled to vote on branch matters and, when attending meetings of the sponsoring club, may also vote there. Branch members shall be counted in determining a quorum at a meeting of the sponsoring club only when they attend the meeting in person. Attendance at branch meetings is part of their regular duties.

Section F. Public funds raised by the branch and collected as donations shall be held in a separate fund established for such purposes. Their distribution shall be made within the community of the branch, unless otherwise provided. The board of directors of the sponsoring club may authorize the branch coordinator to sign checks and vouchers approved for payment by the board of directors of the sponsoring club.

Section G. A branch may be dissolved by a two-thirds vote of the full membership of the board of directors of the sponsoring club.

ARTICLE 5

Admission Fees and Dues

Section A. Every new, reinstated or transferred member shall pay an admission fee of US$_________ , which includes the admission fee to the applicable association and which is payable before the applicant is enrolled as a member of this club and before the secretary reports such member to Lions Clubs International; provided, however, that the board of directors may decide to waive all or part of the club’s share of the admission fee in respect of a member whose transfer or reinstatement occurred within six months of the termination of prior membership.

Section B. Every member of this club shall pay the following dues regularly each year, which include the amount of international and district dues (to cover the subscription price of THE LION magazine, administrative expenses, the cost of holding the association’s annual conventions and similar district-level expenses), payable in advance on dates established by the board of directors:

1. Active member US$_________

2. At-Large member US$_________

3. Honorary member US$_________

4. Privileged member US$_________

5. Life member US$_________

Every associate member of this club shall pay the following annual dues in advance on dates established by the board of directors:

Associate member US$_________

Every affiliate member of this club shall pay the following annual dues in advance on dates established by the board of directors:

Affiliate member US$_________

The treasurer of this club shall remit the amounts of international and district dues to the appropriate bodies within the time limits established by the International and District Constitution and By-Laws.

This club may require advance payment from each member for the cost of the luncheon given on the occasion of a meeting, but such payments shall not be deemed part of the annual dues.

Neither the club, nor the board of directors, nor any officer of the club may impose on or require of its members any dues or payments other than those provided for in this document.

ARTICLE 6

Resignation

Any member of the club may resign, and such resignation shall take effect upon its acceptance by the board of directors. The board of directors may defer acceptance of the resignation until the member has settled all indebtedness, returned all club funds and property, and relinquished the right to be designated “LION”, to wear the emblem and insignia of the club and of the association.

ARTICLE 7

Termination of Membership

Section A. The secretary shall submit to the board of directors the name of any member who is indebted to the club for 60 days after written notice of the indebtedness has been given to such member by the secretary. Thereafter the board of directors shall decide whether to expel such member or to retain such member on the club roster.

Section B. Where grounds exist, any member may be expelled from the club by a two-thirds vote of the full membership of the board of directors.

Section C. The club shall encourage regular attendance at meetings and participation in club activities. If any member misses club meetings or events several times in succession, the club shall make every effort to contact such member and to improve attendance.

ARTICLE 8

Officers

Section A. The officers of the club are its president, its immediate predecessor in that office, the vice presidents, the secretary, the treasurer, the lion tamer, the tail twister (optional office), the membership director and all elected directors.

Section B. No one may hold office in the club unless such person is an active member in good standing.

Section C. No officer may receive any material compensation for services rendered to this club in that office, except the secretary, whose compensation, if any, shall be established by the board of directors.

Section D. DUTIES.

(1) PRESIDENT: He/she is the chief executive officer of this club; presides at all meetings of the board of directors and at all meetings of the club; calls regular and special meetings of the club and of the board of directors; appoints the standing and special committees of the club and cooperates with their chairpersons to ensure the regular functioning and reporting of such committees; oversees the proper calling, announcement and conduct of regular elections; maintains cooperation with, and is an active member of, the district governor’s advisory committee in the zone in which this club is located.

(2) PAST PRESIDENT: He/she, together with the other past presidents, shall officially greet members and their guests at club meetings and shall represent the club by recruiting new supporters from among the residents of the district in which the club is located.

(3) VICE PRESIDENTS: If the president is unable for any reason to perform the duties of office, the next ranking vice president shall assume the office and perform its duties, with the powers of the president.

Each vice president shall oversee the work of such club committees as the president assigns to him/her.

(4) SECRETARY: He/she shall be under the control of and subject to the president and the board of directors and shall act as liaison officer between the club and the district organization in the area in which the club is located, as well as with the association. To this end, he/she shall:

a) Submit regular monthly and other reports to the International Office of the association on forms specially provided by it, reflecting the information required therein or the information requested by the board of directors of the association;

b) Submit to the district governor’s office any reports it may require, including copies of membership and activities reports;

c) Maintain cooperation with, and be an active member of, the district governor’s advisory committee in the zone in which this club is located.

d) Keep, maintain and preserve the general records of the club, including the minutes of club meetings and of board of directors meetings; attendance records; committee appointments; election records; classifications (if adopted); the addresses and telephone numbers of club members; and members’ accounts;

e) Quarterly or semiannually issue to each club member a statement of dues or other financial obligations owed to the club, collect such dues and turn them over to the treasurer against receipt;

f) Furnish a bond to secure the faithful performance of the duties of office, the amount of such bond and the surety to be determined by the board of directors.

(5) TREASURER: His/her duties include:

a) Receiving all money, from the secretary or from other sources, and depositing it in the bank or banks recommended by the finance committee and approved by the board of directors;

b) Making payments on the obligations of the club solely under authority granted by the club’s board of directors. All checks and vouchers shall be signed by the treasurer, and a second signature thereon shall be affixed by another officer appointed by the board of directors;

c) Keeping and maintaining the general records of the club for receipts and disbursements;

d) Preparing and submitting monthly and semiannual financial reports to the International Office of the association and to the club’s board of directors;

e) Furnishing a bond to secure the faithful performance of the duties of office, the amount of such bond and the surety to be determined by the board of directors.

(6) LION TAMER: The lion tamer is responsible for all property and paraphernalia of the club, including flags, banners, the gong, the gavel, songbooks and the bulletin board. He shall place everything in its proper place before each meeting and put everything back where it belongs after the meeting. He performs the functions of parliamentary sergeant-at-arms at meetings, sees to it that those present are seated in the places assigned to them, and distributes to them ballots, badges, literature and everything necessary for the conduct of a club meeting or a board of directors meeting. He shall pay particular attention to ensuring that each new member sits with a different group at each meeting and thus has the opportunity to become better acquainted with everyone.

(7) TAIL TWISTER (optional office): He/she shall promote harmony, good fellowship, good cheer and enthusiasm at meetings by means of appropriate stunts, tricks, games and reasonable fines imposed on club members. No appeal shall be taken from his/her decision to impose a fine, provided, however, that the amount of the fine does not exceed a fixed sum approved by the club’s board of directors and that no member may be fined more than twice during any one meeting. The tail twister (optional office) may be fined only by unanimous decision of all those present. All money collected by the tail twister shall be turned over immediately, against receipt, to the treasurer.

(8) MEMBERSHIP DIRECTOR: The membership director is the chairperson of the membership committee. His/her duties include:

a) Developing a growth program for the club and presenting it to the board of directors for approval.

b) Regularly promoting the recruitment of new members at club meetings.

c) Ensuring proper compliance with the procedure for enrolling new members.

d) Preparing and conducting orientation meetings.

e) Preparing recommendations for the board of directors on reducing the number of members leaving the club.

f) Coordinating his/her work with other committees in the performance of the duties of office.

g) Serving as a member of the zone-level membership committee.

ARTICLE 9

Board of Directors

Section A. The members of the board of directors are the president, the immediate past president, the vice presidents, the secretary, the treasurer, the lion tamer, the tail twister (optional office), the membership director, the branch coordinator, if one is appointed, and all elected directors.

Section B. Regular meetings of the board of directors shall be held regularly once a month, at the time and place established by the board of directors.

Section C. Special meetings of the board of directors shall be called by the president, or upon the demand of five (5) or more members of the board of directors, the time and place of the meeting to be determined by the president.

Section D. A quorum at a meeting of the board of directors shall be constituted by the personal presence of a majority of its members. Unless otherwise specifically provided, a decision adopted by a majority of those present at a meeting of the board of directors shall be deemed a decision of the entire board of directors and shall have the force of such.

Section E. Duties and Powers: In addition to the duties and powers fixed and implied in other articles of this Constitution and By-Laws, the board of directors shall also have the following duties and powers:

1) It is the executive board of this club and is responsible for carrying out, through the officers of the club, the policies approved by the club. Any new undertakings in the club are first considered and formulated by the board of directors and are then submitted for approval to a general meeting of the members at a regular or special meeting of the club.

2) It authorizes all expenditures and shall not permit any indebtedness in excess of the current income of the club, nor shall it permit the expenditure of club funds for purposes not provided for by its field of activity and not compatible with its policies.

3) It has the right to modify, reject or annul the actions of any officer of this club.

4) It shall audit the books, accounts and operations of the club annually or, at its discretion, more often, and may require that a report or audit be made of any particular funds under the control of an officer, committee or member of the club. Any member of the club in good standing may, upon request, conduct such an audit at a suitable time and place.

5) It designates, upon the recommendation of the finance committee, the bank or banks in which the funds of the club are deposited.

6) It determines what bond each officer of the club shall furnish.

7) It shall not authorize or permit the expenditure for any administrative purpose of funds received as the net proceeds of any project or fundraising activity of the club conducted among the public.

8 ) It shall refer all matters relating to new activities and new policies to the appropriate standing or special committees for study and for recommendations to the board of directors.

Illustration 1 — Figure F

Illustration 2 — Figure G

CONSTITUTION AND BY-LAWS

OF THE LIONS CLUB