By-Laws

BY-LAWS, Lions Club

Chartered by and under the jurisdiction of
THE INTERNATIONAL ASSOCIATION OF LIONS CLUBS
District 24-I

TOPIC - PAGE
Lions Clubs International Objectives - 3
Organization Plan, Officers and Directors - 4
Article I – Name, Emblem, Slogan - 5
Article II – Purposes and Objects - 5
Article III – Membership - 6
Article IV – Club Branch Program - 10
Article V – Fees and Dues - 12
Article VI – Forfeiture of Membership -13
Article VII – Officers - 13
Article VIII – Board of Directors - 23
Article IX – Elections, Filling Vacancies - 25
Article X – Committees -28
Article XI – Meetings -32
Article XII – Fiscal Year - 34
Article XIII – Delegates to Conventions - 34
Article XIV – Honorary Mailing List - 35
Article XV – Parliamentary Practices - 35
Article XVI – Dispute Resolution - 35
Article XVII – Amendments - 36
Article XVIII – Personal Behavior, Solicitation, Misc - 37
Club Structure Diagram – Centerfold      

Lions Clubs International, OBJECTIVES

TO CREATE and foster a spirit of understanding among the peoples of the world.
TO PROMOTE the principles of good government and good citizenship.
TO TAKE an active interest in the civic, cultural, social and moral welfare of the community.
TO UNITE the clubs in the bonds of friendship, good fellowship and mutual understanding.
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.
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.

Organization Plan
(See attached in centerfold)
Officers and Directors
(Voting Members of the Board of Directors)
President, GAT
Secretary
Treasurer
1st Vice President, GLT
2nd Vice President
Immediate Past President
2 Directors (First Year of 2yr terms)
2 Directors (Second Year of terms)
Membership Director, GMT
Marketing/Communications Chair*
Tail Twister
Lion Tamer
LCIF Coordinator*
Programs Director*
Services Coordinator, GST
Fundraising Coordinator*
* -- May be assigned as additional duties of officers
GAT – Global Action Team Leader
GMT – Global Membership Team Leader
GST – Global Service Team Leader
GLT – Global Leadership Team Leader

ARTICLE I - Name, Emblem, Slogan and Motto
Section A. The name of this organization shall be the Virginia Beach Thalia Lions Club, chartered by, and under the jurisdiction of The International Association of Lions Clubs.
Section B.  The Lions International slogan has been and remains Liberty, Intelligence, Our Nation’s Safety for over 100 years, but Thalia Lions like the slogan -- Loving Individuals Offering Needed Services (LIONS)
Section C. Its motto shall be: We Serve.
Section D.  The emblem of the club shall be the same as that of Lions Clubs International.

ARTICLE II - Purposes and Objects

The purposes of this club shall be:
(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 III - Membership
Section A. Eligibility for Membership       Subject to the provisions of Section B hereinafter, any person of legal majority and good moral character and good reputation in his/her community, may be granted membership in this Lions club.  Wherever the male gender or pronoun presently appears in these By-Laws, it shall be interpreted to mean both male and female persons.
Section B. Membership by Invitation
Membership in this Lions club shall be acquired by invitation only. Nominations shall be made by a member in good standing who shall act as sponsor, and be submitted to the membership chair or the club secretary, who, after investigation by the membership committee, shall submit the same to the board of directors. If approved by a majority of the board, the prospect may then be invited to become a member of this club. A properly filled out membership form duly signed and the entrance fee and dues must be received by the secretary before the member is reported to and officially recognized by the association as a Lion member.
Section C. Kinds of Membership:
 (1) 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 such obligations shall include regular attendance, prompt payment of dues, participation in club activities and conduct reflecting a favorable image of this Lions club in the community.
(2) 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.  This 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.
(3) HONORARY: An individual, not a member of this Lions club, having performed outstanding service for the community or 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 membership.
(4) PRIVILEGED: A member of this club, who has been a Lion fifteen or more years, who, because of illness, 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 privileges of membership except the right to hold club, district or international office.
(5) 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 the required amount 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.
(6) 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 and Activities 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-,provisional 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 the Associate; provided, however, nothing shall prevent this club from assessing an Associate such dues as it shall deem proper.
(7) 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, transitional, provisional, 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 assignment.  An Affiliate Member shall be required to pay district, international and such dues as the local club may charge.
Section D. Dual Membership.     No person shall simultaneously hold membership, other than Honorary or Associate, in this and any other Lions club.
Section E. Reinstatement of Membership:
Any member dropped from membership in good standing may be reinstated by the club’s board of directors, and will retain their prior Lions service record as part of their total Lions service record. Members that have been dropped from membership for more than twelve (12) months must be approved in accordance with Article III, Section B of these By-Laws.
Section F. Transfer Membership:
This club may grant membership on a transfer basis to one who has terminated or is terminating his/her membership in another Lions club, provided that a member is in good standing at the time of transfer requested. If more than twelve (12) months have elapsed between termination of his/her membership in another club and submittal of completed transfer member form or current membership card, he/she may acquire membership in this club only under the provisions of Article III, Section B of the By-Laws.  Members that wish to transfer from this club to another club must notify the Secretary when another club has accepted their application.  The Secretary is obligated to complete the transfer immediately unless the board of directors is withholding acceptance of the member’s resignation and transfer due to the member’s financial indebtedness to the club and/or failure to return any club funds or property.
Section G.  Resignations.
Any member may resign from this club, and said resignation shall become effective upon acceptance by the board of directors. The board may withhold acceptance, however, until all indebtedness has been paid and/or all club funds and property have been returned. All right to the use of the name “LIONS,” the emblem and other insignia of this club and the association cease when membership is terminated
Section I.  Good Standing
Any member who fails to pay any indebtedness due this club within thirty (30) days after receipt of written notice from the secretary shall forfeit his/her good standing and shall so remain until such indebtedness is paid in full. Only members in good standing may exercise the voting privilege and hold office in this club.

ARTICLE IV - Club Branch Program

Section A.  A club may form branches to permit the expansion of Lionism into geographical areas where local populations may be too small to support a traditional club.  The branch shall meet as a committee of the parent club and shall conduct service activities in its community.
Section B. The members of the branch shall be granted membership in the parent club and the branch by membership invitation issued by the board of directors of  the parent club.  Membership shall be in one of the categories listed in Section B. of Article III.
Section C.  The members comprising the branch shall elect a coordinator and vice coordinator.  The coordinator shall also be a member of the parent club's board of directors and be encouraged to attend general and/or board meetings of the parent club to provide branch records and a report of planned branch activities, a monthly financial report and coordinate efforts to encourage open discussion and effective communication between the branch and parent club.  Members of the branch are encouraged to attend scheduled meetings of the parent club.
Section D. The parent club shall designate a member of the parent club to oversee the progress of the branch and provide assistance to the branch, when necessary.  The member serving in this capacity shall also serve as the third officer of the branch.
Section E. The members of the branch may vote on activities of the branch and are voting members of the parent club, when in attendance at meetings of the parent club.  Branch members shall be calculated in parent club meeting quorum requirements only when present in person at the parent club meeting.  Attendance at branch meetings fulfills regular club attendance requirements.
Section F. Activity or public welfare monies raised by the branch by asking for public support shall be held in a fund established to record such purpose.  They shall be distributed in the branch community unless otherwise specified.  The board of directors of the parent club may authorize the branch coordinator to countersign checks and vouchers authorized for payment by the parent club's board of directors.
 Section G. The branch may be disbanded by a two-thirds vote of the entire board of directors of the parent club.
Section H.  In the event of dissolution of the club branch, any remaining club branch designated funds shall be returned to the parent club.  In the event the club branch is converted into a newly chartered club, any remaining funds designated as club branch funds shall be transferred to the newly chartered club.

ARTICLE V - Fees and Dues

Section A. Each new and reinstated member shall pay an entrance fee that includes the current club annual dues, the Lions International joining fee and new member required items.  This entrance fee must be collected before such member is enrolled as a member of this club and before the secretary may report such member to Lions Clubs International.  The board of directors may elect to waive all or any part of the club portion of said entrance fee as to any member granted membership by transfer or reinstatement within six (6)months of termination of his/her prior Lions club membership.  New and reinstated members may have their entrance fees prorated according to the time remaining in the current Lions fiscal year.
Section B. Each member of the club shall pay an annual dues fee which shall include an amount to cover current international and state dues and administrative expenses of the club – such dues shall be paid in advance at the beginning of each Lions’ year (July 1).  The amount of these dues shall be set by the Board of Directors of the club according to current expenses.
The treasurer of this club shall remit international and district dues to the parties, and at the times specified in the respective International and District (single or multiple) Constitution and Bylaws.
No dues, fees or assessments in addition to those set forth herein may be levied on, or required of, any member by this club, its board of directors or any officer or member of this club.
Section C.  Any member who fails to pay any indebtedness due this club within 60 days after receipt from the secretary of written or transmitted notice thereof shall thereon forfeit his/her good standing and shall so remain until such indebtedness is paid in full.  Only members in good standing may exercise the voting privilege and hold office in this club.

ARTICLE VI - Forfeiture of Membership

Section A. The secretary shall submit to the board of directors the name of any member who fails to pay any indebtedness due this club within 60 days after receipt from the secretary of written notice thereof.  The board shall thereafter decide whether the member shall be dropped from or retained on the roster.
Section B. Any member may be expelled from the club for cause by a two-thirds vote of the entire board of directors.
Section C.  The club shall encourage regular attendance at club meetings and activities.  Where a member misses consecutive meetings or activities, the club will make every effort to contact the member to encourage and promote regular attendance.

ARTICLE VII - Officers

Section A. POSITIONS. The officers of this club shall be a president, immediate past president, the vice presidents, secretary, treasurer, Lion tamer, tail twister, membership director and four elected directors.  While the positions of service chair (GST), leadership chair (GLT), action chair (GAT), marketing communications chair, fundraising coordinator and LCIF Coordinator may be elected individuals, these positions may also be held concurrently with another office.
Section B.  ELIGIBILITY. No person shall be eligible to hold office in this club unless he/she is an active member in good standing.
Section C.  COMPENSATION. No officer shall receive any compensation for any service rendered to this club in his/her official capacity with the exception of the secretary, whose compensation, if any, shall be fixed by the board of directors.
Section D. REMOVAL. Any officer of this club may be removed from office for good cause by two-thirds (2/3) vote of the entire club membership.     
Section E.  DUTIES
1. PRESIDENT:   The responsibilities for this position shall be as follows:  
(a) Serve as chief executive officer for this club.
(b) Preside at all meetings of the board of directors of this club.
(c) Chair the Club Global Action Team and ensure the following:
(1) Ensure the election of qualified Lion leaders for the position of club service chair, club membership chair and club first vice-president, who will serve as the leadership chair.
(2) Ensure regular meetings to discuss and advance initiatives established by the Global Action Team.
(3) Collaborate with the district Global Action Team and other club presidents to further initiatives focused on expanding humanitarian service, leadership development and membership growth.
(d) In collaboration with the club officers and committee chairs, implement a plan for membership growth, community engagement, operational improvement and the fulfillment of humanitarian services as presented and approved by the club’s board of directors.
(e) Issue the call for regular meetings and special meetings of the board of directors of this club.
(f) Appoint standing and special committees and cooperate with chairs to effect regular functioning and reporting of such committees.
(g) See that regular elections are duly called, noticed and held.
(h) Ensure the club is operating in accordance with local laws.
(i) Ensure proper administration of club operations by ensuring that all club officers and members adhere to the club’s Constitution and By-Laws and the International Constitution and By-Laws.
(j) Encourage diplomacy and solve disputes in a fair and transparent fashion utilizing the Dispute Resolution Procedure if needed.
(k) Be an active member of the district governor’s advisory committee of the zone in which this club is located.
(l) Serve as a mentor to vice presidents to ensure the continuance of effective leadership.
2. IMMEDIATE PAST PRESIDENT:  He/she and the other past presidents shall serve as mentors to the club president and vice presidents and may serve as the club LCIF Coordinator unless this position is filled by another club member.
3. FIRST VICE-PRESIDENT: The responsibilities for this position shall be as follows:
(a) Conduct an annual club quality assessment and collaborate with the club officers, specifically members of the club’s Global Action Team and other committee chairs during his/her term as first vice president to develop a plan for membership growth, community engagement, and the fulfillment of humanitarian services to be presented and approved by the board of directors during his/her term as president.
(b) Serve as a key member of the club’s Global Action Team as the club Leadership Chair and along with other members of the leadership committee: 
 (1) Ensure new members are provided an effective member orientation.
(2) Identify potential leaders and encourage their development as future leaders.
(3) Encourage members to participate in leadership training offered by the district, multiple district and Lions Clubs International.
(c) Communicate the need for training, the names of potential new leaders and leadership development activities that club members attend to the district-level Global Leadership Coordinator.  
(d) Take a key role in membership retention and ensure organizational excellence by measuring member satisfaction and utilizing feedback to improve club operations.
(e) Understand the club’s role in district activities and events. 
(f) Network with the officers of other clubs to gain ideas that may be applied to the club.
(g) Gain in-depth knowledge of district, multiple district initiatives that support leadership development, membership growth and the expansion of humanitarian service.
(h) Be an active member of the district governor’s advisory committee of the zone in which this club is located.
(i) If the president is unable to perform the duties of his/her office for any reason, the vice president next in rank shall occupy his/her position and perform his/her duties with the same authority as the president.
(j) Oversee the functioning of such committees of this club as the president shall designate.
4. VICE PRESIDENT(S)  If the president is unable to perform the duties of his/her office for any reason, the vice president next in rank shall occupy his/her position and perform his/her duties with the same authority as the president. Each vice president shall, under the direction of the president, oversee the functioning of such committees of this club as the president shall designate.
5. SECRETARY:   He/she shall be under the supervision and direction of the president and the board of directors and shall act as the liaison officer between the club and the district (single, sub- and multiple) in which this club is located, and the association. The responsibilities for this position shall be as follows:
(a) Submit regular monthly and other reports to the international office of the association containing such information as may be called for by the board of directors of this association.
(b) Submit to the district governor’s cabinet such reports as it may require.
(c) Be an active member of the district governor’s advisory committee of the zone in which the club is located.
(d) Have custody and keep and maintain general records of this club, including records of minutes of club and board meetings; attendance; committee appointments; elections; member information, addresses and telephone numbers of members; members club accounts.
(e) Deliver, in a timely manner, at the conclusion of his/her term in office, the general records of the club to his/her successor in office.
6.  TREASURER: The responsibilities for this position shall be as follows:
(a) Receive all monies, from the secretary and otherwise, and deposit the same in a bank or banks recommended by the finance committee and approved by the board of directors.
(b) Arrange for issuance, in cooperation with the secretary, quarterly or semi-annual statements to each member for dues and other financial obligations owed to this club and report payments to the Board of Directors.
(c) Pay out monies in payment of club obligations only on authority given by the board of directors.
(d) Have custody and keep and maintain general records of club receipts and disbursements.
(e) Prepare and submit monthly and semi-annual financial reports to the board of directors of this club.
(f) Deliver, in a timely manner, at the conclusion of his/her term in office, the financial accounts, funds and records of the club to his/her successor in office.
(g) Serves as chair for the finance committee.
7.  LION TAMER: The Lion Tamer shall have charge of and be responsible for the property and paraphernalia of the club, including flags, banners, gong, gavel, song books and button board.  He/she shall put each in its proper place before each meeting and return the same to the proper storage area after each meeting.  He/she shall act as sergeant-at-arms at meetings, see that those present are properly seated, and distribute bulletins, favors and literature as required at club and board meetings.  He/she shall give special attention to assure that each new member sits with a different group at each meeting so that he/she can become better acquainted.
8.  TAIL TWISTER: He/she shall promote harmony, good fellowship, life and enthusiasm in the meetings through appropriate stunts and games and the judicious imposition of fines on club members.  There shall be no ruling from his/her decision in imposing a fine, provided, however, that no fine shall exceed an amount fixed by the board of directors of this club, and no member shall be fined more than twice at any one meeting.  The Tail Twister may not be fined except by the unanimous vote of all members present.  All monies collected by the tail twister shall be immediately turned over to the treasurer and a receipt be given therefor.
9.  MEMBERSHIP CHAIR (GMT): The responsibilities for this position shall be as follows:
(a) Serve as a key member of the club’s Global Action Team as the club Membership Chair.
(b) Collaborate with the District Global Membership Coordinator, district leaders, members of the club’s membership committee and others to develop annual membership goals and action plans to recruit new members and to increase membership satisfaction among current club members. Present the plan to the club’s board of directors for approval and support.
(c) Develop and lead a membership committee to help implement action plans to achieve the club’s membership goals and to positively increase the member experience.
(d) Collaborate with the club service chair as well as other club committees to promote membership opportunities. 
(e) Understand the different membership types and programs offered and promote membership programs to club members.
(f) Ensure each new member is provided an effective membership orientation and is provided opportunities to be engaged in club activities that are meaningful to the new member.
(g)  Attend the district governor’s advisory committee meeting of the zone in which this club is located when appropriate.
(h) Participate in Global Membership Team meetings held by the district.
10.  SERVICE CHAIR (GST).  The responsibilities for this position shall be as follows:
(a) Serve as a key member of the club’s Global Action Team as the club Service Chair.
(b) Collaborate with the District Global Service Coordinator, club LCIF coordinator, district leaders, members of the club’s service committee and others to develop and communicate annual service goals and action plans that address current community needs and align with the Lions Clubs International service framework and/or district service goals when relevant.
(c) Lead the service committee to implement the club’s service action plans in order to achieve the club’s service goals.
(d) Incorporate opportunities for local youth and Leos to engage in all aspects of service activities, including goal setting, implementation, project evaluation and reporting.
(e) Report service activities to Lions Clubs International.
(f) Serve as a club resource on current community needs by monitoring the service activities of other service clubs, developing community partnerships to expand service, and utilizing tools and resources offered by Lions Clubs International and Lions Clubs International Foundation.
(g) Increase member satisfaction by encouraging participation and engagement in service projects.
(h) Collaborate with the club membership chair and other club committees to promote membership opportunities to non-Lions during service projects. 
(i) Attend the district governor’s advisory committee meeting of the zone in which this club is located when appropriate.
11.  MARKETING COMMUNICATION CHAIR.  The responsibilities for this position shall be as follows:
(a) Develop and implement annual communications plans for internal and external audiences, including club members, news media, supporters/sponsors and potential new members.
(b) Publicize club activities, including service projects, fundraisers, donations, Lions Clubs International sponsored contests and other newsworthy accomplishments both internally and externally via the news media, social media, and other effective means.
(c) Expand humanitarian initiatives, community involvement and membership initiatives through social media.
(d) Provide communication tools to club members and to encourage all club members to participate in promoting the club’s activities via social media, referral and other effective means of communication.
(e) Assist the club president in communicating information from the district, multiple district and international headquarters with the club members.
(f) Work closely with the club membership chair to target and reach out to new potential club members.
(g) Attend the district governor’s advisory committee meeting of the zone in which this club is located when appropriate. Participate in meetings held by the district marketing communications chair.
12.  LCIF COORDINATOR.  He/she communicates the mission and success of LCIF and its importance to Lions Clubs International, implements LCIF development strategies within the club and collaborates with LCIF district coordinator to promote LCIF in the local area to ensure alignment with district goals. This position also collaborates with the club service chairperson and the Global Action Team to support club initiatives.
13.  DIRECTORS:  The four (4) elected directors shall serve as advisors and voting members of the Board of Directors.  Generally, two are elected each Lion’s year for two-year terms, thus each year two will be serving one more year (“One Year” directors) and two new directors will be elected for the two-year term (“Two-Year” directors).  However, vacancies for “one-year” directors unable to complete the two-year term may be filled by electing a director for a one-year term.

ARTICLE VIII - Board of Directors

Section A.  The Board of Directors will consist of all elected officers listed in Article VII preceding.  Other elected positions the club finds necessary may also be a member.
Section B. Regular meetings of the board of directors shall be held monthly at such time and place as the board shall determine.
Section C. Special meetings of the board of directors shall be held when called by the president, or when requested by five (5) or more members of the board of directors, at such time and place as the president shall determine.
Section D. The presence in person of a majority of its members shall constitute a quorum at any meeting of the board of directors.  Except as otherwise specifically provided, the act of a majority of the directors present at any meeting of the board shall be the act and decision of the entire board of directors.
Section E. Duties and Powers: In addition to those duties and powers, express and implied, set forth elsewhere in this Constitution and By-Laws, the board of directors shall have the following duties and powers:
(1) It shall constitute the executive board of this club and be responsible for the execution, through the club officers, of the policies approved by the club.  All new business and policy of this club shall be considered and shaped, first, by the board of directors for presentation to and approval by the club members at a regular or special club meeting.
(2) It shall authorize all expenditures and shall not create any indebtedness beyond the current income of this club, nor authorize disbursal of club funds for purposes inconsistent with the business and policy authorized by the club membership.
(3) It shall have power to modify, override or rescind the action of any officer of this club.
(4) It shall have the books, accounts and operations of this club audited annually or, in its discretion, more frequently and may require an accounting or have an audit made of the handling of any club funds by any officer, committee or member of this club.  Any member of this club in good standing may inspect any such audit or accounting upon request at a reasonable time and place.
(5) It shall appoint, on recommendation of the finance committee, a bank or banks for the deposit of the funds of this club.
(6) It shall appoint the surety for the bonding of any officer of this club.
(7) It shall not authorize, nor permit, the expenditure, for any administrative purpose, of the net income of projects or activities of this club by which funds are raised from the public.
(8) It shall submit all matters of new business and policy to the respective standing or special club committee for study and recommendation to the board.
(9) It shall name and appoint, subject to approval of the club membership, the delegates and alternates of this club to district (single or sub-multiple) and international conventions.
(10) It shall maintain at least two separate funds governed by generally accepted accounting practices.  The first fund is to record administrative monies such as dues, tail-twisting fines and other internally raised club funds.  A second fund shall be established to record activity or public welfare monies raised by asking support from the public.  Disbursement from such funds shall be in strict compliance with Section E.(7)of this Article IX.

ARTICLE IX - Elections and Filling Vacancies

The officers of this club, excluding the immediate past president, shall be elected as follows:
Section A. ANNUAL ELECTION. Subject to the provisions of Sections 7 and 8 of this Article, all officers and members of the board, other than directors, shall be elected annually and shall take office on July 1st, and shall hold office for one year from that date, or until their successors shall have been elected and qualified.  The Secretary shall promptly report the newly elected officers to the International Office within 15 days of the election.
Section B. DIRECTORS ELECTION. One-half of the directors shall be elected annually and shall take office on the July 1st next following their election, and shall hold office for two (2) years from that time, or until their successors shall have been elected and qualified, with the exception that at the first election held after the adoption of this constitution and by-laws, one-half of the directors shall be elected for two year terms and the other one-half of the directors shall be elected for one year terms.
Section C. ELIGIBILITY FOR OFFICE. No person shall be eligible to hold office in this club unless he/she is an active member in good standing.
Section D.  NOMINATING COMMITTEE.  The president shall appoint a nominating committee that shall submit the names of candidates for the various club offices to the club at the nomination meeting.  At this meeting, nominations for all offices to be filled in the succeeding year may also be made from the floor.
Section E. NOMINATION MEETING. A nomination meeting shall be held in March of each year or as determined by the board of directors, with the date and place of such meeting to be determined by the board of directors. Notice of the meeting shall be published by regular post or electronic means or by personal delivery to each member of this club at least fourteen (14) calendar days prior to the date of the meeting.
Section F. ELECTION. An election shall be held in April or as determined by the board of directors, at a time and place determined by the board of directors.  Notice of the election shall be published by regular post or electronic means or by personal delivery to each member of the club at least fourteen (14) calendar days prior the date of the election. Such notice shall include the names of all nominees approved at the preceding nomination meeting, and, subject to Section C above, a statement that these nominees will be voted upon at this election. No nominations may be made from the floor at the election.
Section G. BALLOT. The election shall be conducted by a secret written ballot by those present and qualified to vote.  If all offices have only one nominee, a voice vote can be taken.
Section H. VOTES REQUIRED. The officer candidate is required to secure a majority of the votes cast by the club members 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. If, on the first ballot, and subsequent ballots, no candidate receives a majority, the candidate or tied candidates receiving the lowest number of votes shall be eliminated and balloting shall continue until one candidate receives a majority. In case of a tie on any ballot, balloting shall continue on the tied candidates until one is elected.
Section I. NOMINEE UNABLE TO SERVE. If in the interim between the nomination meeting and the election meeting any nominee is unable for any reason to serve in the office to which he/she was nominated and for which office there was no other nominee, the nominating committee shall submit, at the election meeting, names of additional nominees for that office.
Section J. VACANCY. If the office of president or of any vice president shall become vacant for any reason, the vice presidents shall advance in office, according to their rank. In the event such provision for advancement shall fail to fill the office of president, or any office of vice president, the board of directors shall thereon call a special election, giving each member in good standing prior fourteen (14) calendar days’ notice of the time and place, which time and place shall be determined by said board, and such office shall be filled at said election meeting.
In the event of a vacancy in any other office, the board of directors shall appoint a member to fill the unexpired term.
In the event vacancies shall be of such number as to reduce the number of directors to fewer than the number required for a quorum, the membership of the club shall have power to fill such vacancies by an election held at any regular meeting of the club upon prior notice, and in the manner, specified in Section 11 hereinafter. Such notice may be given by any remaining officer or director, but if none, then by any member.
Section K. REPLACEMENT OF OFFICERS-ELECT. In the event any officer-elect, before his/her term of office commences, is unable or refuses for any reason to serve therein, the president may call a special nomination and election meeting to elect a replacement for such officer elect. Fourteen (14) calendar days prior notice of such meeting, setting forth the purpose, time and place shall be given to each member, by mail or personal delivery. The election shall be held immediately after nominations have been closed and a plurality vote shall be necessary for election.
Section L.  REMOVAL: Any officer of this club may be removed from office for good cause by two-thirds (2/3) vote of the entire club membership.

ARTICLE X - Committees

Section 1. STANDING COMMITTEES. The following standing committees may be appointed by the club president, with the exception of chairperson positions that serve on the Board of Directors, which would require election. Additional committees may be established as determined by the club’s Board of Directors.
(a) GLOBAL ACTION TEAM (GAT). Chaired by the club president and includes the club first vice president (serving as the leadership chairperson), the club membership chairperson and the club service chairperson. With the support of the board of directors, develops and initiates a coordinated plan to expand humanitarian service, achieve membership growth, and develop future leaders. Meets regularly with club members to discuss the progress of the plan and initiatives that may support the plan. Collaborates with members of the district Global Action Team to learn about initiatives and best practices. Shares activities, achievements and challenges with members of the Global Action Team. Attends the District Governor Advisory Committee meeting and other zone, region, district or multiple district meetings that feature service, membership or leadership initiatives to exchange ideas and gain knowledge that may be applied to club practices.
(b) CONSTITUTION AND BY-LAWS COMMITTEE. Interprets the club by-laws and may be charged with facilitating changes in accordance with amendment procedures.
(c) FINANCE COMMITTEE. Chaired by the club treasurer to establish a detailed budget for the approval of the club’s board of directors, ensure proper documentation and authorization of funds, arrange for the annual audit of club accounts, and ensure the delivery of all financial information to the successor committee.  
(d) MEMBERSHIP COMMITTEE. Chaired by the membership chairperson to ensure membership growth by reaching new markets, actively recruiting members and ensuring member satisfaction. This committee also verifies the qualifications of potential members who are considered by the club’s Board of Directors and noted in item Article III, section 2, of the Club Constitution. The membership committee should include last year’s membership chairperson, vice membership chairperson and any club members interested in new member recruitment and/or member satisfaction.
(e) MARKETING COMMUNICATIONS COMMITTEE. Chaired by the marketing communications chairperson to ensure effective internal and external communication, reshape public opinion and improve visibility of the club’s activities in the community.
(f) SERVICE COMMITTEE. Chaired by the club service chairperson. Assists in developing service goals and action plans, identifying potential projects, guiding project planning and implementation and involving club members in meaningful service. Coordinates and ensures the effective leadership of service projects relating to the global service framework by supporting chairpersons assigned to each club service initiative. This committee may also be responsible for applying for relevant LCIF grants and developing community partnerships as approved by the club’s board of directors. 
(g)  INFORMATION TECHNOLOGY COMMITTEE. Assists members by providing access and/or support to online tools and communication as needed. May also provide support and/or serve as the club webmaster.
(h)  LEADERSHIP COMMITTEE (GLT). Chaired by the first vice president. Notifies club members of training opportunities offered by the district, multiple district and Lions Clubs International as well as non-Lion programs that could benefit club members.
(i) SCHOLARSHIP COMMITTEE    The committee is composed of three to five members.  The club treasurer is a permanent position.  The chair and other members may be reappointed or new ones selected each year by the club president.  The committee meets as needed at the call of the chair.  The amounts of the scholarships shall have been determined by the annual club budget, but the committee may ask for an exception to be approved by the Board of Directors.  While a special investment account is established for payment of the scholarships, they may be funded from any account of the club – administrative, activities, or other.  Any special fund for scholarships must be made payable only to the Thalia Lions Club Activities (Charitable) Account.  The scholarships are paid directly to the recipients, ideally at a club meeting.
Section 2. ADMINISTRATIVE COMMITTEES:
By-Laws
Finance
Information Technology
Phone Tree
Membership
Programs
Section 3. ACTIVITIES COMMITTEES:
Bland Youth Music Contest
Educational Services/Scholarships
Sight Conservation
Community Services
Eyeglasses Recycyling
Diabetes Awareness & Action
Hearing Conservation
Vision Screening
(c) FUND-RAISING COMMITTEES
                Holiday Fruit Sales
                White Cane
                Blind-Made Products
                Peanut Sales  
Section 4. SPECIAL COMMITTEES. From time to time, the president may appoint, with the approval of the board of directors, such special committees as may be necessary in his/her judgment or the judgment of the board of directors.
Section 5. PRESIDENT EX-OFFICIO. The president shall be an ex-officio member of all committees.
Section 6. COMMITTEE REPORTING. Each committee, through its chairperson, should be encouraged to report as necessary, either verbally or in writing, to the board of directors.

ARTICLE XI -Meetings

Section A. BOARD OF DIRECTORS REGULAR MEETINGS. Regular meetings of the board of directors shall be held at such times and places as the board shall determine. (It is recommended that the board of directors meet at least once each month.)
Section B. BOARD OF DIRECTORS SPECIAL MEETINGS. Special meetings of the board of directors may be held when called by the president, or when requested by three (3) or more members of the board of directors, at such time and place as the president shall determine.
Section C. REGULAR CLUB MEETINGS/EVENTS. Regular meetings of this club shall be held at times and places recommended by the board of directors, and approved by the club.  Except as otherwise specifically provided in this constitution and by-laws, notice of regular meetings shall be given in such manner as the board of directors deems proper to effectively communicate the meeting and/or event to all club members and encourage involvement. Regular club meetings may be replaced by service projects or other events as determined by the club members.  (It is recommended that the club host a meeting, event or service activity at least once a month.)
Section D. SPECIAL CLUB MEETINGS. Special meetings of the club may be called by the president, in his/her discretion, and shall be called by the president when requested by the board of directors, at a time and place determined by the person or body requesting the same. Notice of special meetings setting forth the purpose, time and place shall be published to each member of this club, by regular post, electronic means or personal delivery, at least ten (10) days prior to the date thereof.
Section E. ANNUAL MEETING. An annual meeting of this club shall be held in conjunction with the close of each Lions’ year at a time and place determined by the board of directors, at which meeting the final reports of the retiring officers shall be read and newly elected officers shall be installed.
Section F. ALTERNATIVE MEETING FORMATS. Regular and/or special meetings of this club and/or board of directors may be held using alternative meeting formats, such as teleconference and/or web conference upon initiation of the President or by any three (3) members of the board of directors.
Section G. CHARTER ANNIVERSARY. A charter night anniversary meeting of this club may be held each year, at which time special attention shall be devoted to the purposes and ethics of Lionism, and the history of this club.  If agreed, this can be combined with the annual installation of officers.
Section H. QUORUM. The presence in person of a majority of the members in good standing shall be necessary for a quorum at any meeting of this club. Except as otherwise specifically provided, the act of a majority of the members present at any meeting shall be the act and decision of the entire club.
Section I. METHOD OF BUSINESS TRANSACTIONS.  This club may transact business by mail or electronic communications, if no such action shall be effective until approved in writing by two-thirds (2/3) of the entire number of the club.  Such action may be initiated by the president or any three (3) members of said board.

ARTICLE XII - Fiscal Year

The fiscal year of this club shall be July 1 through June 30.

ARTICLE XIII - Delegates to International and District (Single or Sub- and Multiple) Conventions

Section A. Inasmuch as The International Association of Lions Clubs is governed by Lions clubs in convention assembled, and in order that this club may have its voice in association matters, this club shall have power to pay the necessary expenses of its delegates to each annual convention of the association.  This club shall be entitled in any convention of this association, to one (1) delegate and one (1) alternate for every twenty-five (25), or major fraction thereof, of its members 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, PROVIDED, however, that this club shall be entitled to at least one (1) delegate and one (1) alternate.  The major fraction referred to in this section shall be thirteen (13) or more members.  The selection of each such delegate and alternate shall be evidenced by a certificate signed by the president or secretary or any other duly authorized officer of this club, or, in the event no such club officer is in attendance at the convention, by the district governor or district governor-elect of the district (single or sub-)of which this club is a member.
Section B. Inasmuch as all district matters are presented and adopted at the district (single, sub-and multiple) conventions, this club shall send its full quota of delegates to all such conventions and have power to pay the necessary expenses of such delegates attending such conventions.  This club shall be entitled in each annual convention of its district (single or 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 this club, or major fraction thereof, of this 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, PROVIDED, however, that this club shall be entitled to at least one (1) delegate and one (1) alternate.  Each certified delegate present in person shall be entitled to cast one (1) vote, as directed by a previous majority vote of the club members, for each office to be filled by, and one (1) vote (similarly directed by the club members) on each question submitted to the respective convention.  The major fraction referred to in this section shall be five (5) or more members.

ARTICLE XIV - Honorary Mailing List

The International Association of Lions Clubs and the district governor shall be included on the mailing list of this club.

ARTICLE XV - Parliamentary Practices

Except as otherwise specifically provided in this Constitution and By-Laws, all questions of order or procedure with respect to any meeting or action of this club, its board of directors or any committee appointed hereunder shall be determined in accordance with Robert’s Rules of Order Newly Revised, as revised from time to time.

ARTICLE XVl - Dispute Resolution

All disputes arising between any member or members, or a former member or members, and the club, or any officer on the board of the club, relative to membership, or the interpretation, breach of, or application of the club’s constitution and by-laws, or the expulsion of any member from the club, or any other matter whatsoever which cannot be satisfactorily resolved through other means, shall be settled by dispute resolution.
Any party to the dispute may file a written request with the district governor asking that dispute resolution take place. 
Within fifteen (15) days of receipt, the district governor shall appoint a conciliator to hear the dispute.  The conciliator shall be a past district governor who is currently a member in good standing of a club in good standing, other than a club which is a party to the dispute, in the district in which the dispute arises.  The selected conciliator shall be acceptable to the parties.  Upon being selected, the conciliator shall arrange a meeting of the parties for conciliating the dispute.  The meeting shall be scheduled within thirty (30) days of the appointment of the conciliator.  If such conciliation efforts are unsuccessful, the conciliator shall have the authority to issue his or her decision relative to the dispute, which decision shall be final and binding on all parties.

ARTICLE XVII - Amendments

Section A. These bylaws may be amended at any regular or special meeting of this club, at which a quorum is present, by the affirmative vote of two-thirds (2/3) of the members present in person and voting, provided the board has previously considered the merits of the amendments.
Section B. No amendment shall be put to vote, unless written notice thereof, stating the proposed amendment, shall have been mailed or delivered personally to each member of this club at least two (2) weeks prior to the meeting at which the vote on the proposed amendment is to be taken.

ARTICLE XIX - Personal Behavior, Solicitation, Misc.

No.1 Forbidden Topics in Meetings
This club shall not endorse or recommend any candidate for public office, nor shall partisan politics or sectarian religion be debated by members in meetings of this club.
No. 2 Personal Promotion
Except to further his/her progress in Lionism, no officer or member of this club shall use his/her membership as a means of furthering any personal, political, or other aspiration, nor shall the club, as a whole, take part in any movement not in keeping with its purposes and objects.
No. 3 Solicitation of Funds
No funds shall be solicited from members of the club during meetings by any individual or individuals who are not members of the club.  Any suggestion or proposition made at any meeting of this club calling for the expenditure of money for other than the regular obligations shall be referred to the finance committee.
No. 4 Conflict of Interest Policy
All board members shall annually confirm they have no conflict of interest in any business, arrangement or transaction of the club.
No. 5 Type of Organization
The Virginia Beach Thalia Lions Club is currently incorporated in the state of Virginia as a not-for-profit corporation.  Under the Internal Revenue Service of the United States of America, it is classified under Section 501 (c)(4).  These categories provide limited liability for members of the club, but may be modified at any time by the Board of Directors with majority approval of the entire membership.
No. 6 Accounting Practices.  Funds collected or donated for charitable activities will be kept separately from administrative funds.  100% of all funds collected for charity must be spent for charitable purposes only (Activities Fund).  Dues, fines and donations specifically for operations will be kept in the Administrative Fund.  Donations for charitable purposes may be specifically designated (e.g., for supporting the Bland Music Contest) and such funds must be separately accounted-for, even if deposited in a common account.
Knowledge of the Constitution makes a good club.  It is the instrument that ties your members to your club, and your club to the International Association and assures equal rights to all.
“To the end that Efficiency, Justice, and Courtesy may prevail in our deliberative bodies.”
Thomas Jefferson
THE INTERNATIONAL ASSOCIATION OF LION CLUBS
300 22ND STREET
OAK BROOK, ILLINOIS  60523-8842

Lions Clubs International CODE OF ETHICS

TO SHOW my faith in the worthiness of my vocation by industrious application to the end that I
may merit a reputation for quality of service.
TO SEEK success and to demand all fair remuneration or profit as my just due, but to accept
no profit or success at the price of my own self- respect lost because of unfair advantage taken or
because of questionable acts on my part.
TO REMEMBER that in building up my business it is not necessary to tear down another’s; to be loyal to my clients or customers and true to myself.
WHENEVER a doubt arises as to the right or ethics of my position or action towards others, to resolve such doubt against myself.
TO HOLD friendship as an end and not a means. To hold that true friendship exists not on account of the service performed by one to another, but that true friendship demands nothing but accepts service in the spirit in which it is given.
ALWAYS to bear in mind my obligations as a citizen to my nation, my state and my community, and to give them my unswerving loyalty in word, act and deed. To give them freely of my time, labor, and means.
TO AID others by giving my sympathy to those in distress, my aid to the weak, and my substance to the needy.
TO BE CAREFUL with my criticism and liberal with my praise; to build up and not destroy.