KI Bylaws June 2010

7/28/2019 KI Bylaws June 2010

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NOTE: Amendments not effective until October 1, 2010, as well as relevant Provisos, are shown in the

following format (shaded with lines above and below) within relevant Articles:

PROVISO: Effective October 1, 2010, Section __ of this Article shall read as follows:A club shall submit to Kiwanis International such reports as required by the Board ofTrustees. (6/2009)

ARTICLE I. NAME AND USE OF NAME AND

EMBLEM

Section 1. The name of this organization shall beKiwanis International.

Section 2. The word Kiwanis and the name,emblem, and/or insignia of Kiwanis Internationalshall not be used as a trade name or trademark by anyperson or organization without the written consent ofKiwanis International or used for any purpose otherthan that authorized by the Board of Trustees. (7/88)

ARTICLE II. OBJECTS

Section 1. The Objects of Kiwanis Internationalshall be:

To give primacy to the human and spiritual,rather than to the material values of life.

To encourage the daily living of the Golden Rulein all human relationships.

To promote the adoption and the application ofhigher social, business, and professionalstandards.

To develop, by precept and example, a moreintelligent, aggressive, and serviceablecitizenship.

To provide, through Kiwanis clubs, a practicalmeans to form enduring friendships, to render

altruistic service, and to build bettercommunities.

To cooperate in creating and maintaining thatsound public opinion and high idealism whichmake possible the increase of righteousness,justice, patriotism, and goodwill.

ARTICLE III. POWERS

Section 1. The powers of Kiwanis International shall

be:

a. To direct, manage, supervise, and control thebusiness, property, and funds of KiwanisInternational and any sponsoredorganizations or programs.

b. To create, supervise, and control clubs,districts, federations, or other groups of clubsand divisions thereof. (7/88)

ARTICLE IV. MEMBERSHIP OF CLUBS IN

KIWANIS INTERNATIONAL

Section 1. Kiwanis International shall consist ofKiwanis clubs which have been accepted by theBoard of Trustees and chartered in the mannerprovided in these Bylaws. (7/88)

Section 2. Any club may resign from KiwanisInternational upon a resolution of resignation beingapproved by a three-fourths (3/4) vote of the active,privileged, and senior membership of said club,provided that all financial and other obligations ofsaid club to Kiwanis International shall have beenfulfilled, that all annual dues to any district thereofshall have been paid, and that, if incorporated, thecorporation shall have been duly dissolved. Saidresolution shall be certified by the club's secretaryand sent to Kiwanis International. Such resignationshall become effective when accepted by the Boardof Trustees. The Board of Trustees may, uponwritten application of said club, reinstate the club tomembership in Kiwanis International. (6/89)

Section 3. Notwithstanding any other provision ofthe Kiwanis International Bylaws, the Standard Formfor Club Bylaws, or the Standard Form for DistrictBylaws, the International Board of Trustees mayadmit into Kiwanis membership and/or permit the

KIWANIS INTERNATIONAL BYLAWS

As adopted and amended by the House of Delegatesat the 2010 Kiwanis International Convention(Las Vegas, Nevada, USA J une 25, 2010)


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creation of new forms of Kiwanis membershipconsistent with the Objects of Kiwanis International,which may extend for a period not exceeding five (5)years without approval of the House of Delegates.The Executive Director of Kiwanis International shallmake an annual report to the House of Delegatescovering any such Board actions taken or authorizedand make an evaluation of their current effectiveness.(7/07)

ARTICLE V. ORGANIZING AND

CHARTERING OF CLUBS

Section 1. Kiwanis clubs may be built incommunities that provide acceptable conditions, andas prescribed in these Bylaws.

Section 2. A club may be organized and chartered ina community, which will ensure the standards ofmembership prescribed by Kiwanis International forclubs, and has the potential of additional membershipresources to ensure the future stability of the club.(7/05)

Section 3. A charter shall be granted to eachprospective club that meets all requirements andobligations, provided, however, that by theacceptance of such charter, the club agrees to bebound by the Bylaws of Kiwanis International asadopted or amended. (7/88)

Section 4. The minimum number of members for theorganization and charter of a prospective club shallbe determined by the Board of Trustees, but shall notbe less than fifteen (15) active members. (6/97)

Section 5.

a. Application for the organization of a club shallbe made on the standard petition form as adoptedby the Board of Trustees. The petition shall beduly signed by ten (10) persons eligible for activemembership in the prospective club, and said

petition shall be approved or disapproved by thedistrict governor in whose district the club is tobe organized. If the district governor disapprovesthe petition, the reasons for disapproval must bestated. The district governor shall immediatelyforward the petition to the Executive Director ofKiwanis International. (7/98)

b. After reviewing the petition and the reasonsfor disapproval, the Board of Trustees shall

determine if the new club will be organized.(1/85)

Section 6. Upon the approval of a petition for a newclub by the Board of Trustees, the Board shall directthrough its accredited representative and incooperation with the district governor the completionof the organization of said club. (6/89)

Section 7. Each new Kiwanis club, before receivingits charter, shall pay to Kiwanis International a feeper new club charter member at an amountdetermined by the Board of Trustees, but not toexceed the annual amount of dues, subscriptions feesfor the official publication, and liability insurancefees. (7/07)

Section 8. Upon the organization of a club under thedirection of the accredited representative, and uponapproval of the Board of Trustees, there shall beissued to said club a charter from KiwanisInternational signed by the President and theExecutive Director of Kiwanis International. Uponorganization, said club must have complied with thefollowing conditions: (7/98)

a. Adopted the Standard Form for Club Bylaws,modified only as approved by the Board ofTrustees. (6/89)

b. Secured and maintained a charter membershipof the required number of active members as

established by the Board of Trustees. (6/89)

c. Elected officers, appointed committees, andcompleted club organization as required by theclub bylaws.

d. Certified to the Executive Director of KiwanisInternational that the accredited representativehas instructed the officers, committees, andmembers regarding their obligations. (7/98)

e. Complied with the applicable provisions of its

district bylaws. (7/05)

f. Maintained all standard practices andprinciples for clubs as determined by the Boardof Trustees.

Section 9. A club, after receiving its charter, mayincorporate subject to the approval of the Board ofTrustees, but only by the name designated in itscharter, such as Kiwanis Club of, and said club


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shall agree, as a condition precedent to incorporation,that it will, as an incorporated body, abide by theBylaws of Kiwanis International. (7/88)

ARTICLE VI. CLUB OPERATIONS

Section 1. The officers of a club shall be a president,president-elect, immediate past president, one (1) ormore vice-presidents, a treasurer, and a secretary, andsuch other officers as may be required by the clubbylaws. No offices may be combined in one (1)person except the offices of president-elect and vice-president may be combined, and the offices ofsecretary and treasurer may be combined. No personshall simultaneously serve as an elected director andan officer. The officers, together with at least five (5)directors, shall constitute the board of directors. Theofficers and directors must be active, privileged, orsenior members in good standing. The duties of theofficers and the board of directors shall be such as areprescribed in the club bylaws. (6/96)

Section 2. The basic standing committees of a cluband their duties shall be prescribed by KiwanisInternational. This in no way preempts the right ofany club to appoint special committees or to addstanding committees as prescribed in the club bylaws.(6/96)

Section 3. A club shall not use any name except thatdesignated in its charter.

Section 4. A club shall hold at least two (2) regularlyscheduled meetings each month, but not more thanone (1) in any week, on such day and at such place asshall be determined by the board of directors. A clubmay hold such other meetings as the board ofdirectors or membership may desire. (1/06)

Section 5. If a club's regular meeting falls on a legalholiday or eve thereof, the board of directors mayreschedule the meeting for another day during theaffected week or cancel the meeting, provided not

more than two (2) regular meetings are canceledduring an administrative year. (6/94)

Section 6. Kiwanis clubs may make available toeach member in good standing the option to voteelectronically or by paper ballot for annual clubofficer elections. (6/08)

Section 7. A club shall hold its annual meeting andelection of officers and directors not earlier than the

first meeting in April and not later than the secondmeeting in May. The officers shall serve for the termof one (1) year or two (2) years, as shall be separatelyprescribed for each officer in the club bylaws, or untiltheir successors are duly elected and qualified. Thedirectors shall serve for the term prescribed in theclub bylaws or until their successors are duly electedand qualified. The terms of the officers and directorsshall begin on October 1. (6/08)

Section 8. The president and secretary of each clubshall, before June 1 of each year, certify to theExecutive Director of Kiwanis International thenames of the officers elected to serve in the ensuingyear. (7/98)

Section 9. The administrative and fiscal year of allclubs shall begin on October 1 of each year.

Section 10. A club shall submit to KiwanisInternational by the tenth day of each succeedingmonth such reports as required by the Board ofTrustees and an annual membership report. Suchannual membership report shall be due eighty (80)days prior to the due date for the clubs annual duespayment and shall be made on the official formsprovided by Kiwanis International. (6/04)

PROVISO: Effective October 1, 2010, Section 10

of this Article shall read as follows:

A club shall submit to Kiwanis International suchreports as required by the Board of Trustees.(6/2009)

PROVISO: Effective October 1, 2010, Section 11

of this Article shall be deleted.

Section 11. Annual dues payments, as required byArticle XXII, of these Bylaws, shall be due andpayable according to the clubs organization date asfollows: (6/2004)

Payment for clubs organized betweenSeptember 1 and December 31, shall be dueon December 31st; (6/2004)

Payment for clubs organized betweenJanuary 1 and April 30, shall be due onMarch 31st; (6/2004)


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Payment for clubs organized between May 1and August 31, shall be due on May 31st.(6/2004)

ARTICLE VII. DISCIPLINE OF CLUBS

Section 1. Any member club that fails to conform tothe provisions of these Bylaws may have its charterand its membership in Kiwanis Internationalsuspended or revoked by action of the Board ofTrustees. If any club charter or its membership shallbe suspended or revoked, such club shall have theright of appeal to the next succeeding Internationalconventionin the manner prescribed in these Bylaws,and the action of the convention shall be final andbinding. (7/98)

Section 2.

a. Any club that fails to conform to theseBylaws or that fails otherwise to conform tothe accepted standards for clubs may have itscharter and membership suspended orrevoked or may be otherwise disciplined by atwo-thirds (2/3) vote of the entire Board ofTrustees. (7/98)

b. If the Board suspends or revokes a charter ortakes disciplinary action against a club,within fifteen (15) days thereof, theExecutive Director of Kiwanis Internationalshall send a copy of the charges and theaction taken by the Board of Trustees to thelast-reported president and secretary of theclub. (7/98)

c. Within sixty (60) days from the date ofmailing such notice, the club may file withthe Executive Director a request for a hearingbefore the Board of Trustees. (7/98)

d. The Executive Director shall send byregistered mail to the last-reported presidentand secretary of said club a notice of the finaldecision made by the Board of Trusteeswithin fifteen (15) days after such decision.(7/98)

e. The club, within sixty (60) days from thedate of mailing the notice of final action bythe Board of Trustees may file with theExecutive Director a written notice of appeal,which shall be considered and decided at the

next International convention. (7/98)

f. Upon final determination of revocation of thecharter, and if the club is incorporated, saidcorporation shall be dissolved in accordancewith local statutes; or in the event thecorporation is not dissolved within onehundred and twenty (120) days, KiwanisInternational has the right to petition andobtain proper orders of dissolution. (6/89)

Section 3. Any club more than sixty (60) days inarrears for any indebtedness to Kiwanis Internationalor a federation or for any annual dues to a districtthereof shall not be considered "in good standing"and may have its charter and membership suspendedor revoked or may be otherwise disciplined by actionof the Board of Trustees as prescribed herein. TheBoard of Trustees may restore such club tomembership in Kiwanis International upon thepayment of its indebtedness. (6/89)

Section 4. Clubs may participate in lotteries, raffles,drawings, or other games of chance, provided thatthey are not in contravention of the laws, mores,customs, and traditions of the country, state, orprovince in which the clubs exist, and providedfurther that the district board of trustees or thegoverning authority of nondistricted clubs shall havegiven prior approval for the utilization of lotteries,raffles, drawings, or other games of chance to beemployed in fund-raising activities. Such approval

so granted does not constitute official endorsement ofsuch activities by Kiwanis International. Nothingcontained herein shall permit any club by itsactivities to impugn the good name of Kiwanis.Should violations occur, appropriate disciplinaryaction may be taken in accordance with theseBylaws. (6/89) (See also Interpretation.)

Section 5. Clubs shall not solicit the expression ofattitudes by clubs located in other nations regardingthe domestic or foreign policies of those nations.(6/86)

Section 6. Each club that continues to comply withthese Bylaws is granted a revocable nonexclusivelicense to use the service marks and collectivemembership marks owned by Kiwanis Internationalin connection with its activities as a member ofKiwanis International. Kiwanis International has theexclusive right to control such usage of the KiwanisMarks by a club and to control the nature, quality,and uniformity of the services and membership of


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clubs in connection with which the Kiwanis Marksare used. Applying for or maintaining membership inKiwanis International by a club constitutes a waiverof all separate or independent rights of such club inthe Kiwanis Marks and acceptance of the terms andconditions under which the club is licensed to use theKiwanis Marks. (6/89)

a. If a club fails to comply with any of theprovisions of these Bylaws or fails to complywith the nature and quality of the services andmembership required by Kiwanis Internationalfor the use of the Kiwanis Marks, then the Boardof Trustees shall give the last-reported presidentand secretary of such club written notice, statingthe nature and character of the noncompliance.The club shall have sixty (60) days from the dateof the mailing of the written notice to cure orcorrect the noncompliance and to providecertification of compliance in writing to theBoard of Trustees. If the noncompliance is notcured or corrected by the club within the sixty(60) days, then the license to use the KiwanisMarks shall be revoked immediately andautomatically at the end of such sixty (60) dayperiod without further notification from KiwanisInternational. Such immediate and automaticrevocation of the license to use the KiwanisMarks shall not constitute automatic revocationor suspension of the charter or membership of theclub. Any such revocation or suspension of thecharter or membership of the club shall be done

as prescribed herein. (6/89)

b. The license to use the Kiwanis Marks isterminated immediately and automatically whenany club resigns or disaffiliates or when itscharter is revoked or suspended for any reason.(1/85)

c. In the event the license granted to a club touse the Kiwanis Marks is suspended or revoked,the club and its members shall immediately ceasethe use of the Kiwanis Marks and any marks

confusingly similar thereto. Failure to do so willresult in immediate and irreparable harm toKiwanis International for which there is noadequate remedy at law. Therefore, KiwanisInternational shall be entitled to obtain temporaryrestraining orders and preliminary and permanentinjunctions against such use. (6/89)

d. Any suspended or revoked license may bereinstated by a majority vote of the entire Boardof Trustees. All decisions with respect to therevocation or reinstatement of a license to use theKiwanis Marks shall be final. (6/89)

ARTICLE VIII. CLUB MEMBERS

Section 1. The active members of a club shallrepresent the diversity in the community in which theclub is located. (7/05)

Section 2. Membership

Membership in a club shall be primarily of theactive class as defined herein. There may be onlythree (3) other classes of membership: privileged,senior, and honorary, as defined herein.

Membership in a club is open to persons eighteen(18) years of age and over who satisfy thequalifications for active, privileged, senior, orhonorary membership. (6/02)

Section 3. Active Membership

a. An active member must be a person of goodcharacter and community standing who resides orhas other community interests within the area ofthe club. (7/88) (See also Interpretation.)

b. An active member must pay a membershipinduction fee and annual membership dues, andshall be entitled to all privileges of membershipin that club. (6/96)

c. Active members shall maintain regularattendance at club meetings and shall activelyparticipate in the activities of the club, and theboard of directors of said club shall reviewsemiannually the attendance and activityparticipation record of each club member. (6/89)

Section 4. Qualifications for Privileged Membership

a. Any active member of a club who, on orbefore July 31, 1963, shall have been elected aprivileged member may continue to be aprivileged member. (1/85)

b. No member of a club shall be elected toprivileged membership after July 31, 1963.(1/85)


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c. The board of directors of each club shallreview the list of privileged members not lessthan once each year and shall have authority, forsuch reasons as seem adequate, to terminate anysuch member's privileged membership, or toreinstate any such member as an active member.(1/85)

d. Privileged members must pay annualmembership dues, and shall be entitled to allprivileges of the club. (1/85)

e. Privileged members shall not be obligated toattend club meetings. (6/89)

f. Effective October 1, 2010, privilegedmembership will no longer be recognized. (1/06)

Section 5. Qualifications for Senior Membership

a. Any active member of a club who shall havebeen an active member in good standing of one(1) or more clubs for not less than ten (10) years,and who is unable to meet attendancerequirements because of health, business, or otherextenuating circumstances, and who shall havemet such other conditions as may be prescribedby a club in its bylaws, may be elected a seniormember upon making written application. (6/89)

b. The board of directors of each club shall

review the list of senior members not less thanonce each year and shall have authority for suchreasons as seem adequate to terminate any suchsenior membership, or to reinstate any member toactive membership. (6/89)

c. A senior member must pay annualmembership dues and shall be entitled to allprivileges of the club. (6/89)

d. A senior member must meet the standards ofattendance and participation as set forth by the

board of directors of the club. (6/89)

Section 6. Qualifications for Honorary Membership

a. Any person who has performed distinguishedpublic service may be elected an honorarymember of a club of which the person is not anactive or senior member for a period of one (1)year and thereafter may be re-elected annually.(1/06)

b. An honorary member shall pay neither amembership induction fee nor annualmembership dues, and shall be entitled to allprivileges of the club except those of voting andholding office. (6/96)

c. Honorary members shall not be obligated toattend club meetings. (6/89)

Section 7. Any active, privileged, senior, orhonorary member in good standing in a club shall beentitled to wear the emblem and/or other insignia ofKiwanis.

Section 8. Members Who Belong to More Than OneClub

a. A person may hold membership in more thanone (1) club. (6/00)

b. Members who belong to more than one (1)club: (6/00)

(1) Shall pay all mandatory dues and fees toeach club (and to each district and federation,if applicable) and to Kiwanis International andshall be eligible for life member status in onlyone (1) club. (6/00)

(2) Must designate which club is theirprimary club. Life member status eligibility

and subscription to the official publicationshall be based on the members primary club.(6/00)

(3) Shall normally be of the active class,unless the member qualifies for senior orhonorary class as defined herein. Suchmember shall have all the privileges andobligations of the class of membership andmust meet the standards of attendance andparticipation as set forth by each club board ofdirectors. (6/00)

(4) May represent only one club for votingpurposes at district or International functions.(6/00)

Section 9. Interim Status

a. Interim status may be granted to members intransition who have left membership in one (1)club without any outstanding obligations and


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anticipate joining a new club. (6/00)

b. Any active, privileged, or senior member ingood standing who resigns from a club mayapply to Kiwanis International for interim status,for a period not to exceed one (1) year. (6/00)

c. The fee for interim status shall be the amountof annual International dues (and fees, ifapplicable), payable upon application. (6/00)

d. During interim status, the individual shall nothave the privilege of representing a club at anyclub, district, or International functions. (6/00)

e. At the time such individual joins another clubor if such individual does not join a club withinthe one-year period, interim status shall beterminated. (6/00)

Section 10. Life Member Status

a. Any Kiwanian holding active, privileged, orsenior membership may be granted life memberstatus on a one-time payment of a fee of fifteen(15) times the annual International dues asprescribed herein. (6/89)

b. Upon a Kiwanian's attaining the status of lifemember, the member's club is thereby relieved ofany further dues obligation to KiwanisInternational for that member. The financial

obligations to said member's local club anddistrict, the subscription to the officialpublication, and the premium payable to defraythe cost of insurance prescribed herein shallremain payable. (7/07)

c. Life member status shall be in force onlyduring the time the member also is a member ofan affiliated club. (6/89)

d. The quota of life memberships available inany administrative year shall be determined by

the Board of Trustees of Kiwanis International.(6/89)

Section 11. Election of Members

a. Prospective active members shall beconsidered for election to membership only byinvitation or by transfer from an active club,under the following procedure: (6/95)

(1) (a) Each proposal for membership shallbe submitted by a member of that club tothe club secretary or its committee onmembership, which proposal shall bearthe signature of the proposer and theendorsement of at least one (1) additionalclub member, both of whom shall bemembers in good standing. The proposalfor membership shall then be submittedto the club board of directors forconsideration. (6/95)

(b) Each proposal for transfer may besubmitted by a member of an active clubdirectly to the board of directors ofanother club for the purpose of changingclub membership. Transfers must berequested within six (6) months ofdiscontinuing active attendance in theoriginal club. (6/95)

(2) At a meeting of the club board ofdirectors at which a quorum is present,members shall be elected and transfersaccepted by a two-thirds (2/3) vote of thosepresent. (6/95)

(3) Upon favorable action by the club boardof directors, the new and transferredmembers shall be personally notifiedconcerning the action of the board and theappropriate membership induction fee shall

then be secured. (6/95)

b. The election of privileged, senior, andhonorary members in any club shall be asprovided in the Standard Form for Club Bylaws.(10/87)

Section 12. Discipline of Members

The discipline of members in any club shall be asprovided in the Standard Form for Club Bylaws.

(10/87)

ARTICLE IX. DISTRICTS

Section 1. For the purpose of promoting the bestinterests of Kiwanis, the Board of Trustees shallcreate, supervise, and control districts of clubs andshall establish the boundaries thereof. The Board ofTrustees shall have the power to change the


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boundaries of districts in such manner as it may deembest. Prior to any proposed change becomingeffective, not less than ninety (90) days' notice shallbe given to the affected federations, districts, andclubs. Within the next thirty (30) days after suchnotice, a federation, district, or club may submit awritten statement of support or protest and/or mayrequest that a hearing be held before the Board ofTrustees during its meeting at the next annualInternational convention. If a hearing is requested,the Board shall schedule such hearing and give noticethereof to the affected federations, districts, andclubs. Before any change becomes effective, theBoard shall consider all matters presented at thehearing, if held, and all written statements of supportor protest. (7/1998)

Section 2. The officers of a district shall be a districtgovernor, a governor-elect, the immediate pastgovernor, a lieutenant governor for each division ofthe district, and/or a trustee for each region of thedistrict, a secretary, and a treasurer. If so provided inthe district bylaws, districts may designate anexisting office or an additional office, hereinafterreferred to as vice-governor, that shall be the solecandidate for governor-elect. There may be an actinggovernor appointed as provided in these Bylaws.(6/2010)

Proviso: Effective October 1, 2010, a new Section

shall be added to this Article, at this location, and

subsequent sections shall be renumbered

accordingly:

Each district officer shall be an active, senior, orprivileged member in good standing in a club of thedistrict; and each lieutenant governor shall be anactive, senior, or privileged member in good standingin a club in the division from which elected. Eachcandidate for the office of governor, governor-elect,and vice-governor (if any) also shall have a clearcriminal history background check conducted andverified by Kiwanis International. (6/2010)

Section 3. The board of trustees of a district shallconsist of the district governor, the governor-elect,vice-governor (if any), the immediate past governor,the lieutenant governors of each division and/or thetrustees of each region, the treasurer, and thesecretary of said district. If there shall be appointedan acting governor, as provided in these Bylaws, saidacting governor shall be a member of the board oftrustees during the incapacity of the district governor.The district bylaws may provide for not more than

two (2) additional past governors to be members ofsaid board. (6/2010)

Section 4. District officers shall be elected in thefollowing manner, as specifically provided in thedistrict bylaws: (6/2010)

a. The district governor, governor-elect, andvice-governor (if any) shall be elected at theannual district convention. (6/2010)

b. The lieutenant governors shall be elected at ameeting of representatives of the clubs in theirrespective divisions called expressly for thispurpose and held not later than the second weekin April. (6/2010)

c. The trustees of each region shall be elected ata meeting of representatives of the clubs in theirrespective regions called expressly for thispurpose and held between the first week of theadministrative yearand not later than May 15.(6/2010)

d. The district secretary and district treasurermay be either elected or appointed. (6/2010)

e. The secretary and the treasurer may be thesame person, but no other offices shall becombined in one (1) person. (6/2010)

Section 5. Officer terms shall be generally as

follows, as specifically provided in the districtbylaws, or until said officers successor shall be dulyelected and qualified. The terms of all districtofficers shall begin on October 1. (6/2010)

a. The governor, governor-elect, vice-governor(if any), secretary, and treasurer shall serve forthe term of one (1) year. (6/2010)

b. Each lieutenant governor shall serve for aterm of up to two (2) years. (6/2010)

c. Each district trustee shall serve for a term ofup to three (3) years. (6/2010)

Section 6. The district governor, in order to serve asan officer of Kiwanis International, the governor-elect, and the vice-governor (if any) shall performsuch duties and responsibilities as are currentlyprescribed or as may be amended in these Bylaws,Kiwanis International Board Policies and Procedures,and the district bylaws. (6/2010)


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Section 7. The duties of other district officers and ofthe district board of trustees shall be as prescribed inthe district bylaws.

Section 8. The board of trustees of each district shallhold at least two (2) meetings for each administrativeyear, one (1) prior to October 31, at such time andplace designated by the governor, and another inconnection with the district convention, at such timeand place as shall be determined by said board oftrustees. If the first meeting shall be held prior toOctober 1, any action taken shall become effective onOctober 1. Notice of each meeting of the districtboard of trustees shall be received by the ExecutiveDirector of Kiwanis International at least thirty (30)days prior to the date of such meeting. (7/1998)

Section 9. Each district shall hold an annualconvention as provided herein, unless in any year theInternational Board of Trustees shall determine thatthere exists a condition of emergency in the district,and because of such an emergency the holding ofsuch convention would not be practical, in whichcase the International Board of Trustees by furtherresolution shall have power to establish and fixprovisions and procedures for transacting, by anymeans deemed best by such Board of Trustees, any orall business that would normally be transacted by andat such convention. (7/1988)

Section 10. The annual convention of each district

shall be held at such place and upon such datesbetween March 15 and September 15 as shall befixed by the board of trustees of the district andapproved by the Board of Trustees of KiwanisInternational, except that no district shall schedule itsconvention to be held within the period of thirty (30)days prior to, during, or thirty (30) days following theannual convention of Kiwanis International. Noticeof the annual district convention shall be received bythe Executive Director of Kiwanis International atleast six (6) months prior to the dates of theconvention. (7/1998)

Section 11. Each member club of a district in goodstanding with Kiwanis International and with saiddistrict shall be entitled in all conventions of itsdistrict to three (3) delegates, one (1) of whom shallbe the president, said delegates to be selected and tohave such powers as are prescribed in the districtbylaws. All officers and past district governors of thedistrict shall be delegates-at-large to the districtconvention. (7/1998)

Section 12. Each district, through itsconvention,shall adopt the Standard Form for District Bylaws.Any modification of or amendment to said districtbylaws shall become effective only upon approvalthereof by the Board of Trustees.

Section 13. Within thirty (30) days after the close ofa convention, a meeting of the board of trustees, or aconference of the officers of a district, the districtsecretary shall send to the Executive Director ofKiwanis International a written report of theproceedings, approved by the district governor. Thisreport shall summarize the proceedings, provide asynopsis of all actions taken, and include copies of alladopted district bylaw amendments, resolutions, andrecommendations. (7/1998)

Section 14. Official delegates of a newly organizedclub shall be granted full privileges at districtconventions after the charter has been approved bythe Board of Trustees of Kiwanis International, evenif it has not been formally presented to such club.(6/1989)

Section 15. The Board of Trustees, if practicable,may assign an official representative to attend theconvention of each district. (6/1989)

Section 16. Each club within the territorial limits ofa Kiwanis district shall be a member of said district,so long as such club continues to comply with these

Bylaws and the district bylaws.

Section 17. Districts may incorporate in the samemanner and upon the same conditions provided forclubs. (7/1988)

Section 18. The administrative and fiscal year of alldistricts shall begin on October 1 of each year.

ARTICLE X. FEDERATIONS

Section 1. For the purpose of promoting the bestinterests of Kiwanis, the International Board ofTrustees has the authority to create, supervise, andcontrol federations of districts and shall establish theboundaries of federations. The International Boardof Trustees shall have the power to establish andchange the boundaries of federations in such manneras it may deem best. Prior to any proposed changebecoming effective, not less than ninety (90) daysnotice shall be given to the affected federations,


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districts, and clubs. Within the next thirty (30) daysafter such notice, a federation, district, or club maysubmit a written statement of support or protestand/or may request that a hearing be held before theBoard of Trustees during its meeting at the nextannual International convention. If a hearing isrequested, the Board shall schedule such hearing andgive notice thereof to the affected federations,districts, and clubs. Before any change becomeseffective, the Board shall consider all matterspresented at the hearing, if held, and all writtenstatements of support or protest. (6/90)

Section 2. The officers of a federation shall consistof a president (or an acting president) and such otherofficers as provided in the federation bylaws. (7/88)

Section 3. The board of trustees of a federation shallconsist of the officers and other trustees as providedin the federation bylaws. (7/88)

Section 4. The federation president and otherfederation officers and trustees shall be elected asprovided in the federation bylaws. Each officerabove the level of trustee shall serve for the term ofone (1) year and each trustee shall serve for the termof three (3) years or until the successor shall be dulyelected and qualified. The terms of all federationofficers and trustees shall begin on October 1. (6/92)

Section 5. The federation president shall be amember of the International Council and shall

perform such duties as prescribed in these Bylawsand the federation bylaws. (7/88)

Section 6. The duties of other federation officers andthe federation board of trustees shall be as prescribedin the federation bylaws. (7/88)

Section 7. The board of trustees of each federationshall hold at least two (2) meetings during each year,one (1) prior to October 31, at such time and place asare designated by the federation president, andanother in connection with the federation convention,

at such time and place as shall be determined by saidboard of trustees. If the first meeting shall be heldprior to October 1, any action taken shall becomeeffective on October 1. Notice of each meeting of thefederation board of trustees shall be received by theExecutive Director of Kiwanis International at leastthirty (30) days prior to the date of such meeting.(7/98)

Section 8. Each federation shall hold an annualconvention in accordance with the bylaws of thefederation, unless in any year the International Boardof Trustees shall determine that there exists acondition of emergency, and because of such anemergency the holding of such convention would notbe practical, in which case the International Board ofTrustees by further resolution shall have power toestablish and fix provisions and procedures fortransacting, by any means deemed best by suchInternational Board of Trustees, any or all businessthat would normally be transacted by and at suchconvention. (7/88)

Section 9. The annual convention of each federationshall be held as provided in the federation bylaws,except that no federation shall schedule itsconvention to be held within the period of twenty(20) days prior to, during, or twenty (20) daysfollowing the annual convention of KiwanisInternational, unless the Kiwanis Internationalconvention is held within the geographicalboundaries of the federation or unless approved bythe International Board. Notice of the annualfederation convention shall be received by theExecutive Director of Kiwanis International at leastsix (6) months prior to the dates of the convention.(6/2010)

Section 10. Each member club of a federation ingood standing with Kiwanis International, with saidfederation, and with its district shall be entitled in all

conventions of its federation to three (3) delegates,one (1) of whom should be the president, saiddelegates to be selected and to have such powers asare prescribed in the federation bylaws. Allfederation officers, past presidents of the federation,and past district governors of districts in thefederation shall be delegates-at-large to the federationconvention. (7/98)

Section 11. Each federation, through its convention,shall adopt the federation bylaws. Any modificationof or amendment to said federation bylaws shall

become effective only upon approval thereof by theInternational Board of Trustees. The new federationbylaws, when approved by the International Board ofTrustees, shall replace any bylaws in effect priorthereto. (7/88)

Section 12. Within thirty (30) days after the close ofa convention, a meeting of the board of trustees, or aconference of the officers of a federation, thefederation secretary shall send to the Executive


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Director of Kiwanis International a written report ofthe proceedings, approved by the federationpresident. This report shall summarize theproceedings, provide a synopsis of all actions taken,and include copies of all adopted federation bylawamendments, resolutions, and recommendations.(7/98)

Section 13. Official delegates of a newly organizedclub within the geographical boundaries of thefederation shall be granted full privileges atfederation conventions after the charter has beenapproved by the Board of Trustees of KiwanisInternational, even if it has not been formallypresented to such club. (6/89)

Section 14. Each district and each club within theterritorial limits of a Kiwanis federation shall be amember of said federation and such district or clubmust comply with these Bylaws and the federationbylaws. (7/88)

Section 15. Federations may incorporate in the samemanner and upon the same conditions provided forclubs. (7/88)

Section 16. The administrative and fiscal year of afederation shall begin on October 1 of each year.(7/88)

Section 17. The board of trustees of the federation, ifpracticable, may assign an official representative to

attend the district convention of the districts withinthe federation. (6/89)

ARTICLE XI. OFFICERS

Section 1. The officers of Kiwanis Internationalshall be a President, President-Elect, Immediate PastPresident, Vice-President, Executive Director, fifteen(15) Trustees, and a District Governor for eachdistrict. The authority and duty of each officer shallbe such as are defined in these Bylaws. (6/2010)

Section 2. The administrative year of the officers ofKiwanis International shall begin on October 1 ofeach year. (6/97)

Section 3. Each elected officer shall be an active,privileged, or senior member in good standing of aclub and the members of the Board of Trustees shallhave served as a district governor. No offices shallbe combined in one (1) person, nor shall any officer

simultaneously hold more than one (1) Internationaloffice. (6/97)

Proviso: Effective October 1, 2010, Section 3 of

this Article shall read as follows:

Each elected officer shall be an active, privileged, orsenior member in good standing of a club and themembers of the Board of Trustees shall have servedas a district governor. Each officer also shall haveand maintain a clear criminal history backgroundcheck conducted and verified by KiwanisInternational. No offices shall be combined in one (1)person, nor shall any officer simultaneously holdmore than one (1) International office. (6/2010)

Section 4. All officers, except the ExecutiveDirector, shall serve without compensation. Noelected officer shall accept any remunerative

employment from Kiwanis International. (7/98)

Section 5. The Board of Trustees shall appoint anddetermine the salary of the Executive Director andshall have the power to appoint and determine thecompensation of such other administrative officers asin its judgment may be necessary. (7/98)

Section 6. The President, President-Elect, and Vice-President shall be elected at the annual Internationalconvention for a period of one (1) administrativeyear. In order to occupy any such office, the personmust have served two (2) years as Trustee. (7/06)

Section 7. Trustees

a. The term of office of Trustees shall be three(3) years, except for those elected to fillvacancies as provided in these Bylaws.

b. No person shall serve for more than four (4)years in the office of Trustee. However, the timeserved by any person appointed by theInternational Board to fill an unexpired portion ofa vacant term shall not count in determining thenumber of years served in the office of Trusteefor the purpose of this provision. (6/01)

c. Five (5) Trustees shall be elected eachadministrative year: three (3) from Region I andtwo (2) from regions other than Region I. (6/97)

Section 8. The district governors shall be elected byand from the districts in the manner prescribed in thedistrict bylaws.


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Section 9. All officers shall serve until theirsuccessors are elected and qualified.

Section 10. A vacancy occurring in any electiveoffice shall be filled in the manner prescribed in theseBylaws.

Section 11. In the event that a Trustee with aremaining term in office of one (1) year seeks to beelected to an office above the level of Trustee, theterm of office of said Trustee shall end on September30 following the annual International convention atwhich the Trustee seeks higher office. (7/98)

ARTICLE XII. DUTIES OF OFFICERS

Section 1. President

The President shall preside at all International con-ventions and at all meetings of the Board of Trustees,Executive Committee, and International Council ofKiwanis International. The President shall exercisegeneral supervision over the activities of KiwanisInternational and shall perform such other duties asusually pertain to the office of President. (7/07)

Section 2. President-Elect

The duties of the President-Elect shall be such as arefrom time to time assigned by the Board of Trustees.

Section 3. Immediate Past President

The Immediate Past President shall perform theduties provided in these Bylaws, or as may be fromtime to time assigned by the Board of Trustees.(6/89)

Section 4. Vice-President

The Vice-President shall regularly review and advisethe Board of Trustees on the financial condition ofKiwanis International and make a report thereof at

the annual International convention, and shallperform such duties as usually pertain to the office oras may be assigned from time to time by thePresident or the Board of Trustees. (7/06)

Section 5. Executive Director

a. The Executive Director shall be the activemanaging officer of Kiwanis International underthe supervision and direction of the President and

the Board of Trustees. The Executive Directorshall assist the President and the Board of Trusteesin conducting the business of KiwanisInternational, and shall perform such duties as arespecified or implied in these Bylaws or as may beassigned by the Board of Trustees. (7/07)

b. The Executive Director shall attend allmeetings of the Board of Trustees, the ExecutiveCommittee, and the International Council, and allInternational conventions, and shall act as thesecretary thereof, but shall have no vote. (7/07)

c. The Executive Director shall give bond for thefaithful discharge of the duties of such office in asum and with such sureties as are required by theBoard of Trustees. (7/07)

d. The Executive Director shall sign alldocuments issued by Kiwanis International whenrequired; affix the corporate seal of theorganization when required; keep the financialaccounts and records; and be responsible forproper internal control procedures, including thereceipt, deposit, and disbursement of KiwanisInternational funds in the manner authorized andprescribed by the Board of Trustees. (7/07)

e. The Executive Director shall make a report toKiwanis International at the annual Internationalconvention and such other reports as directed bythe President or the Board of Trustees. The

financial accounts, records, and books of KiwanisInternational shall at all times be open to theinspection of the President, the Board of Trustees,and any auditors named by the Board of Trustees.(7/07)

f. The Executive Director shall be the executivein charge of the Kiwanis International Office andregional offices and their departments and shall beresponsible for the selection and the supervision ofthe staff and employees, subject to the directionand control of the Board of Trustees. The

Executive Director shall act as Editor of theofficial publication of Kiwanis International withduties as defined in these Bylaws. (7/07)

Section 6. District Governors

Under the direction and supervision of the Board ofTrustees of Kiwanis International, district governorsshall have the duty of furthering the Objects ofKiwanis International and of promoting the interests


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of the clubs within their districts. (6/89)

Section 7. Board of Trustees

All members of the Board of Trustees, in order toserve as officers of Kiwanis International, shallperform such duties and responsibilities as arecurrently prescribed or as may be amended in theseBylaws and Kiwanis International Board Policies andProcedures. (7/98)

ARTICLE XIII. BOARD OF TRUSTEES

Section 1.

a. The Board of Trustees shall consist of thePresident, President-Elect, Immediate PastPresident, Vice-President, and fifteen (15)Trustees. (7/06)

b. (1) For the purpose of providing Trusteerepresentation on the Board of Trustees, KiwanisInternational shall be divided into five (5)electoral regions as follows: (6/97)

Region I - All districts which include one (1)or more of the 50 states of the United States.

Region II - The Eastern Canada and theCaribbean District and the Western CanadaDistrict.

Region III - Europe, including all EuropeanDistricts.

Region IV - The Asia-Pacific area, whichincludes the Districts of Australia, Japan,Korea, Malaysia, New Zealand-SouthPacific, Philippine Luzon, Philippine South,and Taiwan. (6/93)

Region V - The Americas, which includes allareas south of the United States. (6/97)

(2) Each nondistricted club shall be attachedto a region designated by the Board ofTrustees. (6/96)

(3) Districts formed after the adoption of thisamendment shall be assigned to a region byaction of the Board of Trustees.

c. The Trustees of the Board of Trustees shall beelected so as to provide that: (6/97)

(1) Region I

(a) Trustees shall be elected at-large bydelegates from Region I at the annualInternational convention until such timethat an alternate plan is presented byRegion I and approved by the Board ofTrustees. (7/98)

(b) Region I is guaranteed nine (9)Trustees. (6/97)

(2) Region II is guaranteed one (1) Trustee,to be selected by that region by a procedure itrecommends and which is approved by theBoard of Trustees. (6/97)

(3) Region III is guaranteed two (2) Trustees,to be selected by that region by a procedure itrecommends and which is approved by theBoard of Trustees. (6/97)

(4) Region IV is guaranteed two (2) Trustees,to be selected by that region by a procedure itrecommends and which is approved by theBoard of Trustees. (6/97)

(5) Region V

(a) When Region V has only one (1)district, this Trustee seat shall be filledby a nominee from Regions II, III, IV, orV. This guaranteed seat would beelected at-large at an annual Internationalconvention by all delegates anddelegates-at-large. (7/98)

(b) Subject to subsection (5)(a) above,when Region V has a minimum of two(2) districts, Region V is guaranteed one(1) Trustee, to be selected by that region

by a procedure it recommends and whichis approved by the Board of Trustees.(6/97)

Proviso: Effective October 1, 2010, Section 1a-1c

of this Article shall read as follows and all other

applicable references in these Bylaws shall be

updated accordingly:


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Section 1.

a. The Board of Trustees shall consist of thePresident, President-Elect, Immediate PastPresident, Vice-President, and fifteen (15)Trustees. (7/2006)

b. (1) For the purpose of providing Trusteerepresentation on the Board of Trustees,Kiwanis International shall be divided intoseven (7) electoral regions as follows, each toinclude areas as defined by the InternationalBoard: (6/2010)

Africa

Asia-Pacific

Canada and Caribbean

Europe

Latin America

Middle EastUnited States and Pacific Canada(6/2010)

c. The Trustees of the Board of Trustees shall beelected so as to provide that: (6/1997)

(1) The Asia-Pacific Region is guaranteedtwo (2) Trustees, to be selected by that regionby a procedure it recommends and which isapproved by the Board of Trustees. (6/2010)

(2) The Canada and Caribbean Region isguaranteed one (1) Trustee, to be selected bythat region by a procedure it recommendsand which is approved by the Board ofTrustees. (6/2010)

(3) The Europe Region is guaranteed two (2)Trustees, to be selected by that region by aprocedure it recommends and which isapproved by the Board of Trustees. (6/2010)

(4) The United States and Pacific Canada

Region I is guaranteed nine (9) Trustees to beelected at-large by delegates from thatRegion at the annual International conventionuntil such time that an alternate plan ispresented by the Region and approved by theBoard of Trustees. (6/2010)

(5) Other Regions. When another region hasa minimum of two districts, it will beconsidered by the Kiwanis InternationalBoard for a guaranteed seat, subject to the

appropriate amendment of this Article.(6/2010)

(6) At-Large Seat. Until such time that alldefined regions have at least one (1)guaranteed seat on the Kiwanis InternationalBoard, there shall be one at-large seat, whichshall be filled by a nominee from any regionother than the United States and PacificCanada Region and shall be elected at-largeat an annual International convention bydelegates and delegates-at-large from allregions. (6/2010)

d. No district may have more than one (1)member on the Board of Trustees.

e. A district shall not have a member on theBoard of Trustees for one (1) administrative yearafter another person from that district hascompleted membership on the Board of Trustees,except where necessary to fill a guaranteed seat asprovided in these Bylaws. (See alsoInterpretation.)

Section 2. The Board of Trustees of KiwanisInternational shall hold not less than three (3) meetingseach year at such times and places as may bedetermined by action of the Board, by call of thePresident, or by the written request of at least seven (7)members of the Board. Notification of the time andplace of all meetings of the Board of Trustees shall besent to each member of the Board by the ExecutiveDirector not less than thirty (30) days prior to saidmeeting. (1/06) (See also Interpretation.)

Section 3. With the approval of the President, theBoard of Trustees, without meeting together, maytransact business by mail as allowed by law, by votingupon proposed resolutions sent to them by theExecutive Director by the most efficient and timelymeans possible as desired by the member. If withintwenty (20) days thereafter, a majority of the membersof the Board of Trustees shall send in writing to the

Executive Director their vote in favor of any suchresolution, said resolution shall be deemed carried,provided, however, that no such affirmative actionshall go into effect for ten (10) days after theExecutive Director shall have sent to each member ofthe Board of Trustees a report of the tabulated result ofsuch vote. The vote and report shall be recorded in theminutes of the meeting. The ballots, before beingdestroyed, are to be produced at the following meetingof the Board of Trustees. (1/06) (See also


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Interpretation.)

Section 4. Ten (10) members of the Board ofTrustees shall constitute a quorum for the transactionof all business, except in cases where a larger vote isrequired under these Bylaws. (6/97)

Section 5. The Board of Trustees shall define thepolicies and shall have full administrative authority inall matters of Kiwanis International. All policiesadopted by the Board of Trustees shall be publishedin the official publication within one hundred andtwenty (120) days following such adoption. (7/07)

Section 6. The interpretation of these Bylaws by theBoard of Trustees shall be final and binding, unlesssuch interpretation is changed or rescinded at asubsequent International convention. To change theinterpretation, the proposer must provide the wordingof the proposed change. (7/98) (See also

Interpretation.)

Section 7. The Board of Trustees shall establish andimplement a long range plan for KiwanisInternational. The plan shall be reviewed annuallyand revised as necessary. (6/89)

ARTICLE XIV. INTERNATIONAL COUNCIL

Section 1. There is hereby created the InternationalCouncil, which shall meet at the request of the Board

of Trustees. Additional meetings may be called bythe Executive Committee of the International Boardof Trustees. Written notice of the time and place ofany meeting of the International Council shall be sentto each member thereof by the Executive Director notless than thirty (30) days prior to the meeting by themost efficient and timely means possible as desiredby the member. (7/07)

Section 2. With the approval of the InternationalBoard, the International Council may, withoutmeeting together, may transact business as allowed

by law, by voting upon proposed resolutions sent tothem by the Executive Director by the most efficientand timely means possible as desired by the member.If within twenty (20) days thereafter, a majority ofthe members of Council shall send in writing to theExecutive Director their vote in favor of any suchresolution, said resolution shall be deemed carried,provided, however, that no such affirmative actionshall go into effect for ten (10) days after theExecutive Director shall have sent to each member of

Council a report of the tabulated result of such vote.The vote and report shall be recorded in the minutesof the meeting. The ballots, before being destroyed,are to be produced at the following meeting of theBoard of Trustees. (7/07)

Section 3. The International Council shall consist ofthe Board of Trustees, the Past InternationalPresidents, the Federation Presidents, the Chairman ofKiwanis Asia-Pacific, and the district governors. Incase any district governor cannot be present at ameeting of said Council, the governor may, with theapproval of the International Board of Trustees,appoint the district governor-elect, district vice-governor, a district trustee, or a lieutenant governor toattend as a replacement with like powers. (6/2010)

Section 4. The International Council shall conferwith and advise the Board of Trustees on mattersrelating to Kiwanis International. By a vote of two-thirds (2/3) of the entire Council at any meeting, theInternational Council may enact or amend anyprovisions of these Bylaws that require a majorityvote, provided a copy of any proposed amendment issent to each member of the Council not less thanthirty (30) days prior to the meeting of the Council.Amendments to these Bylaws passed by theInternational Council shall remain in force, unlessrescinded at the next succeeding Internationalconvention, in accordance with these Bylaws. (7/07)

Section 5. The President shall preside at the meetings

of the International Council. In the President'sabsence, the Vice-President shall preside. In theabsence of the Vice-President, the Council shall elect achairman. (7/06)

ARTICLE XV. INTERNATIONAL

CONVENTIONS

Section 1. An International convention shall be heldonce each administrative year at such time and placeas shall be determined by the Board of Trustees in the

manner provided herein, unless in any year the Boardof Trustees shall determine that there exists acondition of emergency and that, because of suchemergency, the holding of such convention would notbe practical, in which case the Board of Trustees, byfurther resolution, shall have the power to establishand fix provisions and procedures for transacting, byany means deemed best by the Board of Trustees, anyor all business that would normally be transacted byand at an annual International convention, except


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election of the officers, as provided in these Bylaws.(7/98) (See also Article XIX, Section 1.)

Section 2. The annual International convention shallbe held at such time during the months of May, June,or July as shall be determined by the Board ofTrustees, not less than ninety (90) days prior to thedate of said convention. (7/98)

Section 3. The selection of dates and location of theannual International convention shall be made by theBoard of Trustees at least three (3) years before saidconvention, provided the Board of Trustees shallhave the power to substitute another location and/orother dates if circumstances later make such actionnecessary or advisable. (1/06)

Section 4. Special International conventions shall becalled by the President upon the request of a majorityof the clubs in good standing, or upon the request ofthree-fourths (3/4) of the members of the Board ofTrustees. (7/98)

Section 5. The dates and locations of specialInternational conventions shall be determined by amajority vote of the Board of Trustees. (7/98)

Section 6. The Executive Director shall send to eachclub an official call to the annual Internationalconvention at least ninety (90) days prior to the dateof the convention, and an official call for any specialInternational convention at least thirty (30) days prior

to the date of the same. (7/98)

Section 7. The Board of Trustees shall have fullsupervision and management of all Internationalconventions and shall announce the official programand order of business of each convention. (7/98)

Section 8. The Board of Trustees shall establish auniform registration fee to be paid to KiwanisInternational by all persons attending anyInternational convention. (7/98)

ARTICLE XVI. DELEGATES AND

DELEGATES-AT-LARGE

Section 1. For any International convention, eachclub in good standing shall be entitled to two (2)delegates and two (2) alternates, chosen by the club.(7/98)

Section 2.

a. Each clubs alternates shall be designated asalternate number one (1) and alternate numbertwo (2) and shall serve in the numerical ordercertified for either of the two (2) delegates of theclub, if either or both such delegates shall beabsent from the convention. (7/98)

b. Each delegate and alternate shall be anactive, privileged, or senior member in goodstanding of the club represented, or be alieutenant governor, a past lieutenant governor,the district secretary, or a past district secretary.(7/98)

c. The lieutenant governor, a past lieutenantgovernor, or a past district secretary may eachrepresent any club, but only in the division ofwhich the lieutenant governor's, past lieutenantgovernor's, or past district secretary's present clubis a member and not otherwise represented bytwo (2) delegates. (7/98)

d. The district secretary may represent any clubin that secretary's district not otherwiserepresented by two (2) delegates. (7/98)

e. The lieutenant governor, past lieutenantgovernor, district secretary, or past districtsecretary shall be elected by such clubs not lessthan sixty (60) days prior to the date of any

annual International convention, or not less thantwenty (20) days prior to the date of any specialInternational convention. Their election shall beevidenced by a certificate duly authenticated bythe president and the secretary of the club. Thestatus of persons as past lieutenant governors orpast district secretaries shall be certified by thedistrict governor or district secretary. (7/98)

f. In the event any club shall fail to certify theelection of its delegates and alternates, theCommittee on Credentials shall determine the

seating of the delegates or alternates for suchclub. (6/89)

Section 3. Official delegates of a newly organizedclub shall be granted full privileges at Internationalconventions after the charter has been approved byKiwanis International, even if it has not beenformally presented to such club.


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Section 4. Elective International Officers as definedin Article XI, Section 1, Past International Presidents,Chairmen of current International, Standing, andSpecial Committees of Kiwanis International,governors-elect, district trustees, district treasurers,district secretaries, lieutenant governors, lieutenantgovernors-designate, and past district governors whoare active, privileged, or senior members shall bedelegates-at-large to all International conventions.(7/05)

Section 5. Each accredited delegate and delegate-at-large present shall be entitled to vote on eachquestion submitted in any International convention,except as prescribed in these Bylaws. There shall beno voting by proxy or absentee ballot. (7/98)

Section 6. No delegate shall be entitled to vote in aconvention unless and until the delegate's registrationfee has been paid. (7/98)

Section 7. The quorum of any Internationalconvention shall consist of not less than five hundred(500) delegates and delegates-at-large, provided thatin time of emergency, three hundred (300) delegatesand delegates-at-large shall constitute a quorum.(7/98)

Section 8. On all matters put to vote in the House ofDelegates, accredited delegates and delegates-at-largemay abstain from voting on any proposition. Indetermining the outcome of any vote, the presiding

officer shall make a determination on the votesactually cast; abstentions, if any, shall be excludedfrom all such consideration.

ARTICLE XVII. CONVENTION PROCEDURE

Section 1. The official program of an annualInternational convention shall be the order of the dayfor the convention. Changes in the program may bemade from time to time by a majority vote of thedelegates and delegates-at-large present and voting.

(7/98)

Section 2. The officers of Kiwanis Internationalshall be the officers of each International convention.At or prior to any convention, the President mayappoint a recording secretary of the convention toassist the President and the Executive Director.(7/98)

Section 3. Prior to each International convention, thePresident shall appoint a Sergeant at Arms of theconvention and such Assistant Sergeants at Arms asmay be deemed necessary or advisable. (7/98)

Section 4. Prior to each International convention, thePresident shall appoint a Committee on Credentialsand a Committee on Elections, each to consist of atleast fifteen (15) members from clubs. In the case ofthe Committee on Elections, all members shall bedelegates or delegates-at-large. Five (5) members ofeach of the foregoing committees shall constitute aquorum. (7/98)

Section 5. Reports of committees, communicationsto the International convention, resolutions,amendments, and all motions may be debated duringthe House of Delegates, except those "undebatable"underRobert's Rules of Order Newly Revised, orunless the convention, by a two-thirds (2/3) vote,dispenses with debate. No Kiwanian shall speaklonger than five (5) minutes at one time, except asprovided in the order of the day or by a majority vote.(4/99)

Section 6.

a. Proposed resolutions may be submitted by:(7/98)

(1) The International Board of Trustees;(7/98)

(2) A district board of trustees or districthouse of delegates; or (7/98)

(3) A club, by a majority vote of themembers. (7/98)

b. The Executive Director must receive allproposed resolutions prior to the next scheduledInternational convention but no later thanFebruary 15. (7/07)

c. Within sixty (60) days thereafter, theInternational Committee on Resolutions shallmeet to consider such proposed resolutions, aswell as any resolutions which may be initiated bythe committee. (7/07)

d. Not later than thirty (30) days prior to the dateof the International convention, the ExecutiveDirector shall send to the secretary of each club acopy of all proposed resolutions, other than


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memorial and appreciation resolutions. Noresolutions other than those so sent to clubs shallbe considered by the International conventionunless recommended by a two-thirds (2/3) vote ofthe International Board of Trustees. (7/98)

e. Debate on any resolution shall not be in orderuntil it has been reported out by the ResolutionsCommittee. At any time prior to the votingthereon by the delegate body, the ResolutionsCommittee shall be authorized to make editorialchanges in any resolution, provided the import ofthe resolution is not changed thereby.

f. The members of the Committee onResolutions shall have the privilege of the floorduring the time that the resolutions are beingconsidered by the delegate body, but no memberof the Resolutions Committee shall have the rightto vote on the resolutions, unless said member isan accredited delegate. (4/99)

ARTICLE XVIII. NOMINATION AND

ELECTION OF OFFICERS

Section 1. The official program of the annualInternational convention shall indicate the day andtime of the session for the nomination and election ofofficers and shall be subject to change only inaccordance with the rules of convention procedure.(7/98)

Section 2. The Committee on Elections shall havegeneral charge of the election, including thedistribution and tabulation of the ballots. (6/89)

Section 3.

a. The nomination and election procedures forofficers to be elected at the annual Internationalconvention shall be as follows: (7/98)

(1) The President-Elect shall be the sole

candidate for the office of President. (6/95)

(2) The Vice-President shall be the solecandidate for the office of President-Elect.(7/06)

(3) All candidates for the offices ofPresident-Elect, Vice-President, and Trusteesfor the announced number of terms availablemust submit notice of candidacy to the

Executive Director no later than the close ofthe first business session of the annualInternational convention. (7/06) (See also

Interpretation.)

(4) No person shall be considered as acandidate without the written consent of suchperson having been obtained. (6/95)

(5) No person shall be considered as acandidate without the prior endorsement ofthe candidates district board of trustees ordistrict house of delegates having beenobtained. (6/99)

(6) Except as otherwise provided by theseBylaws, and provided that the priorendorsement of the candidates district boardof trustees or district house of delegates hasbeen obtained, nothing contained in thisSection shall be construed as limiting theright to make further nominations from thefloor of the convention, provided the writtenconsent of persons so nominated has beenobtained and presented to the ExecutiveDirector prior to the nomination. (6/99)

Proviso: Effective October 1, 2010, Section 3a of

this Article shall read as follows:

Section 3.

a. The nomination and election procedures forofficers to be elected at the annual Internationalconvention shall be as follows: (7/1998)

(1) The President-Elect shall be the solecandidate for the office of President. (6/95)

(2) The Vice-President shall be the solecandidate for the office of President-Elect.(6/1997)

(3) All candidates for the offices of

President-Elect, Vice-President, and Trusteesfor the announced number of terms availablemust submit notice of candidacy to theExecutive Director no later than the openingof the first business session of the annualInternational convention. (6/2010)

(4) No person shall be considered as acandidate until or unless the followingrequirements have been met:


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Written consent of such person hasbeen given;

Prior endorsement of the candidatesdistrict board of trustees or districthouse of delegates has beenprovided; and

A clear criminal history background

check has been conducted andverified by Kiwanis International.(6/2010)

(5) Except as otherwise provided by theseBylaws, nothing contained in this Sectionshall be construed as limiting the right tomake further nominations from the floor ofthe convention. (6/2010)

b. Prior to the nominations, the report of the dulyqualified candidates shall be presented to the

delegate body. The candidates shall benominated and voted upon in an orderdetermined by the International Board. (6/08)

c. The voting shall be by ballot only where thereare two (2) or more candidates for the sameoffice. Ballots shall be numbered consecutively.Only accredited delegates or delegates-at-largeshall be allowed to vote. (6/97)

d. No ballot shall be counted whereon it appearsthat the elector has voted for a greater or lesser

number of nominees for an office than there arevacancies to be filled. (6/97)

e. A majority of all valid votes cast for eachposition shall be necessary for the election of thePresident and the President-Elect. In the eventthat any ballot cast for President or President-Elect does not show a majority for any nomineefor the foregoing offices, the President shalldesignate a time and a place for further ballotingfor such office. Prior to the second ballot, thenominee having the lowest vote on the first ballot

shall be dropped; and on each succeeding ballot,the same procedure shall be followed until somenominee shall have received a majority of allvalid votes cast. (6/97)

f. A majority of all valid votes cast shall benecessary for the election of the Vice-President,and the entire house of delegates shall vote for one(1) nominee. In the event that a nominee does notreceive a majority of the valid votes cast, thePresident shall designate a time and a place for a

run-off election for such office. For the run-offelection, the two (2) nominees receiving thegreater number of valid votes cast shall be votedon, and the nominee then receiving a majority ofthe valid votes cast shall be elected. (7/06)

Section 4. The nominee for a guaranteed office ofTrustee from one or more of Regions II, III, IV, or Vshall be presented to the delegate body and declaredelected to the Board of Trustees as of the ensuingOctober 1. (6/08)

Section 5. The nominees for Trustees for regularthree-year terms from Region I receiving the greaternumber of valid votes shall be declared elected.When necessary to fulfill the requirements ofguaranteed representation for the at-large position ofTrustee from Regions II, III, IV, or V, as providedherein, the nominee from Region II, III, IV, or Vreceiving the greater number of valid votes shall bedeclared elected. (6/97)

Section 6. Cumulative voting shall not be permitted.(6/97)

Section 7. The Committee on Elections shall reportpromptly to the annual International convention theresults of the balloting and the report shall be signedby a majority of the committee. After the committeehas so reported, the chairman shall deliver all ballotsto the Executive Director to be kept for a period ofninety (90) days after the close of the convention

when the ballots shall be destroyed. (7/98)

Section 8. After their election and before theirassumption of office, all officers of KiwanisInternational and of the districts thereof shall beknown and designated by the titles of the offices towhich they have respectively been elected, followedby the term "designate."

ARTICLE XIX. VACANCIES IN OFFICE

Section 1. In the event of a vacancy in the office of

President during the administrative year, the Board ofTrustees shall elect from among its own number aPresident for the unexpired term.

Section 2. In the event of a vacancy in the office ofPresident-Elect during the administrative year, theBoard of Trustees shall elect from among its ownnumber a President-Elect for the unexpired term.


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Section 3. In the event of a vacancy in the office ofImmediate Past President during the administrativeyear, the active or senior member who served asPresident most recently prior to the Immediate PastPresident who is willing to assume the office shallautomatically become the Immediate Past President.(7/98)

Section 4. In the event of a vacancy in the office ofVice-President during the administrative year, theBoard of Trustees shall elect a qualified member of aclub to fill the office for the unexpired term. (7/06)

Section 5. In the event of a vacancy in the office ofTrustee during the administrative year, subject to theprovisions for guaranteed representation, to fill suchoffice, the Board of Trustees shall elect a qualifiedmember of a club who shall serve only until the endof the administrative year. (6/89)

Section 6. In case of any vacancy or vacancies,regardless of reason, occurring in the office ofTrustee for one (1) year or more, thus necessitatingthe election of a Trustee for a term of one (1), two(2), or three (3) years, the vacancy or vacancies shallbe filled in accordance with the followingprocedures: (6/97)

a. The Executive Director shall inform thedistrict governors within the appropriate region,as well as the President of the EuropeanFederation and the Chairman of Kiwanis Asia-

Pacific when appropriate, of the said one-, two-,or three-year term. The person shall be selectedto fill such vacancy pursuant to the provisions forselecting a guaranteed Trustee. (7/98)

b. The presiding officer shall announce the totalnumber and the term or terms of Trustees to beelected. The presiding officer shall alsoannounce any vacancy or vacancies to be filled.

c. If there is only the same number of Trusteecandidates as the total number to be elected and

the Trustees are to be elected for different terms,the delegates shall vote for one (1) less than thetotal number of Trustees to be elected, no moreor no less. (6/97)

d. Trustees shall be elected by the vote of thedelegates present and voting and the nomineesreceiving the greater number of votes so castshall be declared elected Trustees for theannounced number of three-year terms; and those

nominees receiving the next greater number ofvotes shall be declared elected Trustee(s) to fillthe two-year term or terms; and the nomineesreceiving the next greater number of votes shallbe declared elected Trustee(s) to fill the one-yearterm or terms, if any. (6/97)

Section 7. In the event the President is temporarilyincapacitated and unable to discharge the duties ofthe office, as determined by a two-thirds (2/3) vote ofthe entire Board of Trustees, the Immediate PastPresident shall become Acting President until thePresident is able to resume those duties. While thePresident is incapacitated, the Acting President shallhave all the duties, responsibilities, and authoritygiven to the President by these Bylaws. If, after aperiod of sixty (60) days, it shall appear to the Boardof Trustees that the President continues to beincapacitated and is not able to resume the duties andresponsibilities of the office, the Board of Trusteesmay declare the office of President vacant and thevacancy shall be filled in accordance with theprovisions for filling vacancies in office as prescribedherein. (6/2010)

Section 8.

a. Whenever it shall appear to the President ortwo-thirds (2/3) of the Board of Trustees that aKiwanis International officer may be failing toperform the duties of that office or is engaging inconduct unbecoming an International officer,

written notice of the alleged facts shall be givento that officer within thirty (30) days. (6/2010)

b. A special meeting of the Board to consider thealleged facts shall be held within thirty-five (35)days thereafter, unless a regularly scheduledmeeting shall take place within such thirty-five(35) day period, with at least twenty-one (21)days written notice being given to all members ofthe Board of such facts and meeting. Delivery ofsuch notice shall be deemed effective five (5)days after such notice is mailed. The officer so

accused shall have the right to attend suchmeeting, be presented with the alleged facts, andbe given the opportunity to provide a defense tosuch charges as provided in Kiwanis procedure.(6/2010)

c. In the event that the Board, by a two-thirds(2/3) vote of the entire Board, finds such officeris not performing the duties of such office or hasengaged in conduct unbecoming an International


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officer and takes action as provided in Kiwanisprocedure or declares such office vacant, suchvacancy shall be filled as provided herein.(6/2010)

d. Conduct unbecoming an InternationalOfficer is defined as any conduct that:

(1) is incompatible with the best interests ofthe public or of members of Kiwanis, and/or

(2) tends to harm the standing of Kiwanis inthe local or global community, as furtherdefined in the Kiwanis International BoardPolicy on Conduct Unbecoming anInternational Officer. (7/06)

e. Whenever a district or International Officer isremoved from office for reasons involvingconduct unbecoming a Kiwanian or failure toperform the duties of office or resigns fromoffice, that person may be declared by theInternational Board to be ineligible to hold anInternational office or appointment. (6/2010)

Section 9. In the event of disability or inability ofany member-designate of the Board of Trustees toserve for the year for which elected, as certified bythe President-designate and affirmed by a two-thirds(2/3) vote of the entire Board of Trustees-designate,the Board of Trustees-designate shall proceed to electa successor for the administrative year in accordance

with the provisions for filling vacancies in office asprescribed herein. (6/89)

Section 10. In any year in which no annualInternational convention is held, the InternationalCouncil in such year shall elect a qualified memberof a club for the succeeding administrative year foreach of the following offices: President, President-Elect, Vice-President, and Trustee for the normalterm of said office, subject to the provisions forguaranteed Trustees. (7/06)

Section 11. In the event of a vacancy in the office ofdistrict governor for any district during theadministrative year, by a two-thirds (2/3) vote of theentire district board of trustees, the vacancy shall befilled by a past governor, lieutenant governor, or apast lieutenant governor of that district who is anactive, privileged, or senior member of a club in thedistrict. However, in any year in which a conditionof emergency compels the cancellation of the annualdistrict convention, the district officers to be elected

under the district bylaws at the annual conventionshall be elected for the following year by a districtcouncil meeting held during the period provided fordistrict conventions, such council to be comprised ofthe district board of trustees and other persons whowould have had the status of delegates-at-large at thecanceled convention. (10/90)

Section 12. In the event of disability or inability of agovernor-designate to serve for the year for whichelected, as certified by the district governor andaffirmed by a two-thirds (2/3) vote of the entiredistrict board of trustees-designate, the district boardof trustees-designate for said year shall proceed toelect a successor as prescribed in the district bylawsfor filling vacancies in office during theadministrative year. (6/89)

Section 13. In the event that a district governor istemporarily incapacitated and unable to discharge theduties of the office, the district board of trustees shallelect by a two-thirds (2/3) vote of the entire districtboard of trustees a past governor, lieutenantgovernor, or a past lieutenant governor of that districtwho is an active, privileged, or senior member of aclub in the district to become acting governor of thedistrict until the district governor is able to reassumesaid duties. While the district governor is soincapacitated, the acting governor shall be theexecutive officer of the district and shall have all theduties, responsibilities, and authority given to thedistrict governor by the bylaws of the district and the

Bylaws of Kiwanis International. If, after a period ofsixty (60) days, it shall appear to the district board oftrustees that the district governor continues to beincapacitated and is not able to reassume the dutiesand responsibilities of the office, the district board oftrustees may declare the office of district governorvacant and the vacancy shall be filled in accordancewith the provisions for filling vacancies in office asprescribed in the district bylaws. (6/89)

ARTICLE XX. COMMITTEES

Section 1. The President, by and with the consent ofthe Board of Trustees, shall appoint an ExecutiveCommittee consisting of seven (7) members from theBoard of Trustees, of whom three (3) shall be thePresident, President-Elect, and Immediate PastPresident. The Executive Committee shall performsuch administrative duties and shall exercise suchadministrative authority as may be delegated to saidcommittee by the Board of Trustees. The President


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shall preside at all meetings of the ExecutiveCommittee. In the President's absence, thecommittee shall elect a chairman.

Section 2. The Executive Committee shall meet atthe call of the President or upon the written request ofat least three (3) members of the committee. Noticeof such meetings shall be sent by the ExecutiveDirector to all members of the International Board, tobe received not later than three (3) days prior to thedate of the meeting. Four (4) members of theExecutive Committee shall constitute a quorum.(7/98)

Section 3. The President, by and with the consent ofthe Board of Trustees, shall appoint a Committee onFinance which shall include the Vice-President andnot fewer than two (2) members from the ExecutiveCommittee, one (1) of whom shall be designated aschairman. The Committee on Finance shall performsuch administrative duties as may be defined by theBoard of Trustees. (7/06)

Section 4. There shall be a Standing Committee ofPast International Presidents, which shall becomposed of all the Past International Presidents, andthere shall be added thereto each year the retiringImmediate Past International President. (6/89)

a. The quorum of the Committee of PastInternational Presidents shall be five (5). (6/89)

b. The Committee of Past InternationalPresidents shall consider and report to theInternational Board of Trustees its conclusions onall matters referred to it. It may initiate subjectsfor consideration and report its conclusions tosaid Board. A summary of the Committee'sproceedings shall be provided to each member ofthe Committee, the International President, andthe Executive Director. (7/98)

c. The Committee shall meet at the annualInternational convention, and may hold such

other meetings as provided herein, provided thatsuch other meetings shall not be held less thanthirty (30) days prior to the convention. (7/07)

Section 5. There shall be a Standing Committee onResolutions, which shall consist of seven (7)members from clubs, at least one (1) of whom shallbe a Past International President. (6/89)

a. The quorum of the Committee on Resolutionsshall be four (4). (6/89)

b. The Committee on Resolutions shall considerand make recommendations of resolutionsproperly submitted as provided in these Bylawsfor action at annual International conventions.The Committee shall also have the authority tooriginate resolutions and to modify, combine,edit, or not accept any resolution submitted to it.When the Board of Trustees of KiwanisInternational proposes to the ResolutionsCommittee programs for the ensuingadministrative year, the Committee onResolutions shall embody such program orprograms in an appropriate resolution orresolutions. (7/98)

Section 6. The President-Elect of KiwanisInternational, with the consent of the Board ofTrustees, shall appoint during the term of office asPresident-Elect such International Committees as willmake it possible to give direct and effectiveleadership. (6/83)

a. International Committees shall serve for theadministrative year for which they areappointed. (6/82)

b. The duties of the International Committeesshall be as defined by the President-Elect withthe consent of the Board of Trustees. (6/82)

c. International Committees shall consist of notless than three (3) members, except as otherwisenoted herein, with one (1) member of eachcommittee being named as chairman by thePresident, or by the President-Elect for thoseco

Documents

KI Bylaws June 2010