CONSTITUTION AND BY-LAWS ADOPTED 07/01/1976.

AMENDMENTS & REVISIONS CURRENT AS OF 08/01/07

CONSTITUTION OF THE

LIONS CLUB OF FRANKENMUTH, MICHIGAN

ARTICLE I

NAME, SLOGAN, AND MOTTO

SECTION A.              The name of this organization shall be the Lions Club of Frankenmuth, Michigan.  Chartered by, and under the jurisdiction of, the International Association of Lions Clubs (hereinafter referred to as “association”).

SECTION B.              Its slogan shall be: “Liberty, Intelligence, our Nation’s Safety.”

SECTION C.              Its motto shall be: “We Serve.”

ARTICLE II

PURPOSES AND OBJECTS

The objectives 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 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 club members should not debate partisan politics and sectarian religion;

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

ARTICLE III

MEMBERSHIP

SECTION A.              Subject to the provisions of Section B hereinafter, any person of legal majority, good moral character and good reputation in his community, may be granted membership in this lions club.  Wherever the male gender or pronoun presently appears in the club’s constitution and by-laws, it shall be interpreted to mean both male and female persons.

SECTION B.              Membership in this lions club shall be classified as follows:

1)         ACTIVE: A member entitled to all rights and privileges and subject to all obligations which membership in a lions club confers and implies.  Without limiting such rights and obligations, such rights shall include eligibility so seek, if otherwise qualified, any office in this club, district or association and the right to vote on all matters requiring a vote of this 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 such status.  The status shall be reviewed at least once each year 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.

3)         HONORARY: An individual, not a member of this lions club, having performed outstanding service for this 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 for such a member, who may attend meetings, but shall not be entitled to any privileges of an active member.

4)         PRIVILEGED: A member of this club who has been an active lion twenty or more years, but who, because of illness, infirmities, advanced age or other legitimate reason acceptable to the board of directors, must relinquish his active status.  He 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.  Such individual is obligated to pay annual dues to the club.

5)         LIFE: Any member of this club who has maintained continuous active membership as a lion for 25 or more years and has rendered outstanding service to this club, his community, or this association; or any member of this club who has maintained continuous active membership of 20 or more years and has served as an officer of the association may be granted life membership in this club upon:

                                                i)          Recommendation of this club to the association;

ii)         Payment to the association in the amount specified by them in lieu of all future dues to the association, and;

                                                iii)        Approval by the international board of directors.

A life member shall have all of the privileges of active membership so long as he fulfills all obligations thereof.

6)         ASSOCIATE: A member who holds his primary membership in another club but maintains a residence or is employed in the community served by this club.  This status may be conferred by 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.

International, State, & District dues shall not be assessed provided, however, there is nothing to prevent this club from assessing an associate such other dues as it shall deem proper.  An associate member may vote on club matters at meetings where he is present but may not represent the club at any conventions.  He is not to hold any club, district, or international office through this club.

7)         AFFILIATE: A quality individual of the community who 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 invitation by the board of directors.  An affiliate member may be eligible to vote on club matters at meetings where he is present but may not represent the club as a delegate at district, multiple district and international levels.  Affiliate members shall be required to pay district, international and such dues as the local club deems proper.

SECTION C.              No person shall simultaneously hold membership, other than life or honorary, in this and any other lions club.

SECTION D.              Membership in this lions club shall be by invitation only.  Nominations of prospective members shall be made on forms provided by the association which shall be signed by a member in good standing, who shall act as the sponsor, and be submitted to the membership committee, who, after investigation shall submit the same to the board of directors.  Upon majority approval of the board of directors and payment of the initiation fee, the individual will become an active member of the Frankenmuth Lions Club and Lions International.

SECTION E.              Reinstatement of membership: Any member dropped from membership in this club may be reinstated, within six months from the date of termination of membership, by a majority vote of the board of directors.  In the event that more than six months have elapsed between such termination and application for reinstatement, it will be necessary to enter the club under the procedure set forth in Section D of Article III.

SECTION F.               Transfer of membership: This club may grant membership, on a transfer basis, to one who has terminated or is terminating membership in another lions club, providing that:

i)          The application for transfer of membership is received by the secretary of this club within six months following the date of termination of membership in the former club;

ii)         Such transfer member was in good standing in the former club;

iii)        The applicant provides a statement from the secretary of the former club, showing the applicant’s record in such former club, and;

iv)        Such application and statement are approved by the board of directors.

If more than six months have elapsed between termination of membership in another club and application for transfer, an applicant may acquire membership in this club only under the provision of Section D of Article III.

SECTION G.              This club may admit to membership residents of Frankenmuth, non-residents whose interests are in Frankenmuth, and residents of adjacent rural and urban communities, which do not have a lions club.

SECTION H.              Numerical limitation: When, in the opinion of the board of directors, the cumulative membership of this club has resulted in a membership too cumbersome, unwieldy or impractical to handle, an amendment placing a limit on the size of the club may be recommended by the board of directors, but may only be legislated by a ⅔ majority vote of the membership present and voted upon at a regular club meeting.

ARTICLE IV

FEES AND DUES

SECTION A.              Each new, reinstated and transfer member shall pay entrance fees, the amount of which shall be annually determined by the board of directors.  The fees will include the current association entrance fee and shall be collected before such member is enrolled as a member of this club and before the secretary may report such member to Lions International.  However, the board of directors may elect to waive all or any part of the club portion of such entrance fee for any member granted membership by transfer or reinstatement.

SECTION B.              Each member of this club shall pay dues, the amount of which will be determined annually by the board of directors.  Any increase over the previous year must be approved by the majority vote of the general membership at a regular membership meeting.  These dues shall include an amount to cover current international and district dues (to defray the subscription price of the lions magazine, administrative and annual convention costs of the association, and similar district costs) and shall be paid in advance at such times as the board of directors shall determine.  Dues of new members will be on a prorated basis, starting with the month he officially becomes a member.

SECTION C.              The treasurer of this club shall remit international and district dues as specified in the respective international and district constitution and by-laws.

SECTION D.              Luncheon fees for members and their guests are not an administrative expense and are to be paid by the members at each meeting. Luncheon expenses for visiting dignitaries or official lion international business and guests specifically invited by the club for programs and other purposes may be paid by the club administrative fund.

ARTICLE V

RESIGNATIONS

Any member may resign from this club, and such resignation shall become effective upon acceptance thereof by the board of directors.  The board of directors may withhold acceptance, however, until all indebtedness has been paid, all club funds and property have been returned, and all rights to the use of the name “lions,” the emblem and other insignia of this club and the association have been surrendered.

ARTICLE VI

FORFEITURE OF MEMBERSHIP

SECTION A.              The secretary shall inform the board of directors of any member who is indebted to the club for in excess of sixty days.  The board of directors shall thereafter review the membership status of such delinquent member.

SECTION B.              Any member may be expelled from the club, for cause, by a ⅔ vote of the board of directors.

SECTION C.              Any member who shall absent himself from four consecutive meetings or from more than six meetings of the club during the lions year, without acceptable cause or excuse conveyed either verbally or in writing to either the secretary or the membership director, shall be submitted to the board of directors by the membership director following the meeting wherein the delinquency was created, and the board of directors shall review, within thirty days, thereafter, the membership status of such delinquent member.

ARTICLE VII

OFFICERS

SECTION A.              The officers of this club shall be a president, immediate past-president, first vice-president, second vice-president, third vice-president, secretary, treasurer, lion tamer, tail twister, membership director and a board of directors.

SECTION B.              No person shall be eligible to hold office in this club unless he is an active or life member in good standing.

SECTION C.              No officer shall receive any compensation for any service rendered to this club in his official capacity with the exception of the secretary, whose compensation, if any, shall be determined by the board of directors.

SECTION D.              Duties:

1)         PRESIDENT: He shall be the chief executive officer of the club; preside at all meetings of the board of directors and regular membership meetings of the club; issue the call for regular and special meetings of the board of directors and the club; appoint all committees of the club; and cooperate with the chairman thereof to effect regular functioning and reporting of such committees; see that regular elections are duly called, noticed and held; and cooperate with and be an active member of the district governor’s advisory committee in the zone in which this club is located.

2)         IMMEDIATE PAST PRESIDENT: He and the other past presidents shall officially greet members, their guests and visiting dignitaries at club meetings.

3)         VICE-PRESIDENTS: If the president is unable to perform the duties of his office for any reason, the vice president next in rank shall occupy his position and perform his 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 the club, as the president shall designate.

4)         SECRETARY: He shall be under the supervision and direction of the president and the board of directors and shall act as liaison officer between the club, the district in which this club is located, the association and be responsible for the internal administration of the club.  In fulfillment of this, he shall:

i)          Submit regular monthly and other reports to the international office of the association on the prescribed forms and in the prescribed manner;

ii)         Submit the reports of the financial condition of this club to the international office of the association upon their request;

iii)        Submit, to the district governor’s cabinet, such reports as may be required including copies of regular membership and activities reports;

iv)        Cooperate with, and be an active member of, the district

governor’s advisory committee of the zone in which this club is located;

v)         Have custody and maintain general records of this club, including records of minutes of club and board meetings, committee appointments, elections, addresses and telephone numbers of members;

vi)        Issue annual statements to each member for dues and other financial obligations owed the club, collect and reimburse same to the club treasurer and obtain a receipt thereof;

vii)       Have custody of and maintain certain records of the club including member’s accounts, attendance and other records as may be specified;

viii)      Serve as the editor of the club’s newsletter, coordinating with the publisher to insure that it is issued in a timely manner;

ix)        Give bond for the faithful discharge of this office in such sum and with such surety as determined by the board of directors.

                                    5)         TREASURER: He shall:

i)          Receive or account for all monies due to or remitted to the club and maintain accounts in a bank or banks as approved by the board of directors;

ii)         Disburse funds in payment of club obligations only on authority given by the board of directors;

iii)        Prepare and submit, on request, financial reports to the recording secretary and the corresponding secretary and the board of directors;

iv)        Give bond for the faithful discharge of his office in such sum and with such surety as determined by the board of directors.

6)         LION TAMER: He shall have charge of and be responsible for the property and paraphernalia of the club, including flags, banners, gong, gavel and button board.  He shall put each in its proper storage area after each meeting.  He shall act as the sergeant-at-arms at meetings, see that those present are properly seated, distribute bulletins, favors and literature as required at club and board of directors meetings.  He shall give special attention to attempt that each new member sits with a different group at each meeting so that such new member can become better acquainted.

7)         TAIL TWISTER: He 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 decision on imposing a fine, provided, however, that no fine shall exceed 25 cents, 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 deposited monthly in the bank checking account with the treasurer being notified of such deposit.

8)         MEMBERSHIP DIRECTOR: The responsibilities of the Membership Director shall be:

i)          Development of a growth program specifically for the club and presented to the board of directors for approval;

ii)         Regular encouragement at club meetings to bring in quality new members;

iii)        Ensuring implementation of proper recruitment and retention procedures;

iv)        Preparation and implementation of orientation sessions;

v)         Reporting to the board of directors on ways to reduce loss of members;

vi)        Coordination with club committees in fulfilling these responsibilities;

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

ARTICLE VIII

BOARD OF DIRECTORS

SECTION A.              The members of the board of directors shall be the president, immediate past-president, the vice-presidents, secretary, treasurer, membership director, lion tamer, tail twister and at least four elected directors at large.

SECTION B.              Regular meetings of the board of directors shall be held 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 or more members of the board of directors, at such time and place as the president may determine.

SECTION D.              The presence in person of a majority of its board 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, expressed or 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 officers, of the policies approved by the club.  All new business and policies of this club shall be considered and shaped by the board of directors for presentation and consideration by the club members at a regular or special club meeting;

2)         It shall authorize all expenditures and shall not create any indebtedness without the majority approval of the membership, not authorize disbursement of club funds for purposes inconsistent with the business and policies authorized by the club membership;

3)         It shall have the 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 reviewed annually or, at 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 the club.  Upon request, any member of this club who is in good standing may inspect any such audit or accounting at a reasonable time and place;

5)         It shall appoint a bank or banks for the deposit of funds of this club;

6)         It shall appoint the surety for the bonding of any member of this club;

7)         It shall not authorize or permit the expenditure of funds, raised from the public, for any administrative purpose;

8)         It shall have the authority to appoint up to two special members to the board for special assignments.  These appointments do not have voting rights on the board;

9)         It shall name and appoint, subject to the approval of the club membership, the delegates and alternates of this club to district and international conventions.

ARTICLE IX

ELECTIONS

The officers of this club, excluding the immediate past president, shall be elected as follows:

SECTION A.              A nomination meeting shall be held in March each year, with the date and place of such meeting to be determined by the board of directors and notice thereof mailed to each member of this club at least ten days prior to the meeting thereof.

SECTION B.              The nominations committee, consisting of the president, four past presidents (selected by the president), and the secretary, shall submit the names of the candidates for the various club offices to the club at the nominations meeting.  At this meeting, nominations for all offices to be filled in the succeeding year may also be made from the floor.

SECTION C.              If, in the interim between the nomination meeting and the election meeting, any nominee is unable to serve in the office to which he was nominated and for which office there is no other nominee, the nominating committee shall submit, at the election meeting, names of additional nominees for such office.

SECTION D.              An election meeting shall be held in April of each year at a time and place determined by the board of directors.  Two weeks prior, written notices thereof shall be given to each member of the club by the secretary through the club bulletin.  Such notice shall include the names of all nominees approved at the preceding nomination meeting, and, subject to Section C above, a statement made that these nominees will be voted upon at the election meeting.  No nominations may be made from the floor at the election meeting.

SECTION E.              Subject to the provisions of Article IX, Section H, all officers shall be elected annually and shall take office on July 1, and shall hold office for one year from that date, or until their successors have been elected and qualified.

SECTION F.               One-half of the directors at large shall be elected annually and shall take office on the July 1^st next following their election, and shall hold office for two years from that time, or until their successors have been elected and qualified.

SECTION G.              The election shall be by ballot by those present and qualified to vote.  A plurality vote shall be necessary to elect.

SECTION H.              Removal: Any officer of this club may be removed from office for good cause by a ⅔ vote of the members present at a scheduled membership meeting.

ARTICLE X

VACANCIES

SECTION A.              If the office of president or any of the vice-presidents 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, the board of directors shall call a special election, giving each member in good standing two weeks notice of the time and place thereof, which time and place shall be determined by the board of directors, and such office shall be filled at said election meeting.  In the event of a vacancy in the office of third vice-president, such office shall remain vacant and be filled at the next annual election of officers.  In the event of a vacancy in any other office, the board of directors shall appoint a member to fill the unexpired term.

SECTION B.              In the event any officer-elect, before his 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.  Two weeks prior notice of such meeting, setting forth the purpose, time and place thereof, 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.

ARTICLE XI

MEETINGS

SECTION A.              Regular meetings of this club shall be held at a time and place recommended by the board of directors and approved by the club.  All meetings shall begin and end, promptly, at the regularly set time.  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 deem appropriate.

SECTION B.              Special meetings of this club may be called by the president, at his 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 same.  Notice of special meetings, setting forth the purpose, time and place thereof, shall be given to each member of this club by mail or personal delivery, at least ten days prior to the date thereof.

SECTION C.              The newly elected officers shall be installed at the last meeting in May. 
These officers do not take office until July 1^st.

SECTION D.              The presence in person of a majority of the members in good standing shall be necessary for a quorum at any meeting of the club.

SECTION E.              Any member who fails to pay any indebtedness due the club within 60 days after receipt from the secretary of written notice thereof shall forfeit his 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 the club.

SECTION F.               Except as otherwise specifically provided, the act of the majority of the members present at any meeting shall be the act and decision of the entire club.

ARTICLE XII

EMBLEM

The emblem and colors of this club shall be the same as the emblem and colors of the

International Association of Lions Clubs.

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 assembled in convention, and in order that this club may have its voice in association matters, this club shall have the authority 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 delegate and one alternate for each twenty-five, or major fraction thereof, members in good standing as shown by the records of lions international on the first day of the month last preceding that month during which the convention is held.  The major fraction referred to in this section shall be thirteen or more members.

SECTION B.              Inasmuch as all district matters are presented and adopted at district conventions, this club shall attempt to 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 is entitled, in the district convention, to one voting delegate and one alternate for each ten, or major fraction thereof, members in good standing as shown by the records of lions international on the first day of the month last preceding that month during which the convention is held.  The major fraction referred to in this section shall be five 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

of 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 XVI

AMENDMENTS

SECTION A.              This constitution may be amended at any regular or special meeting of this club, at which a quorum is present, by the affirmative vote of ⅔ 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 weeks prior to the meeting at which the vote on the proposed amendment is to be taken.

BY-LAWS

1.         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.

2.         Except to further his progress in lionism, no officer or member of this club shall use his 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.

3.         No funds shall be solicited from members of this 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 budgeted items shall be referred to the board of directors.

4.         SECTION A.  Regular or special committees, as fulfills the clubs’ needs, may be

appointed by the president.

            SECTION B.  The president shall be an ex-officio member of all committees.

SECTION C.  All committees shall consist of a chairman and, subject to Section A above, as many members as shall be considered necessary by the president.

SECTION D.  Each committee, through its chairman, shall report either verbally or in writing to the board of directors.

SECTION E.  All problems pertaining to either administrative or activity matters shall be referred to the appropriate committee for study and recommendation to the board of directors.

5.         Perfect attendance awards:  This club stresses and believes that attendance of the members at regular meetings and club functions is vital to the effectiveness of the club. 

Toward this end, perfect attendance awards will be awarded annually to those members who attend all regularly scheduled club meetings and all special club projects in which the entire membership is to be involved.  Should a member absent himself from any of these meetings or projects, he may make up his absence by being in attendance at a legitimate lions function according to the rules of lions international and the Frankenmuth lions club.  Make-ups for 100% attendance must be submitted in writing to the secretary by the member involved or the appropriate body at which the member was in attendance.  Additionally, any member qualifying for 100% attendance must have attended at least 10 of the regularly scheduled club meetings and projects of this club.  Exceptions to this rule may be acted on by the board of directors on an individual basis at the request of the member involved.  Members-at-large cannot qualify for 100% attendance awards unless they qualify under the rules governing active members.

Absences from meetings and projects may be excused upon verbal or written notification to the secretary and at the discretion of the secretary.  An absence, defined as excused, will not count as make-up toward 100% attendance but will prevent a member from being put in jeopardy with regard to Article VI, Section C.  Illness and occupational duties will count for excused absences but not for make-up toward 100% attendance unless such absence is of such a term or nature so as to prevent a regular make-up on the allowable period and provided such excused absence is acted upon by the board of directors.

6.         SECTION A.  These by-laws may be altered, amended or repealed at any regular

or special meeting of this club at which a quorum is present, by the vote of a ⅔ majority of the members present.

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 at least ten days prior to the meeting at which the vote on the amendment is to be taken.

7.         Any by-law, except by-law numbers 1 and 2, may be suspended at any meeting of the club at which a quorum is present by a ⅔ vote of the members present.