EKHIEIT F CLUB
C. A. DILLON, JR
WILLIAM L. LIEBER
EYJOLFUR "EDDIE" SIGURDSSON JOHN D. MORTON, SR., Chairman
EXHIBIT #17 REPORT OF THE BOARD COMMITTEE ON POLICIES, PROCEDURES AND STRUCTURES
TO THE MEETING OF THE INTERNATIONAL BOARD OF TRUSTEES January 22 - 26, 1990
Date of the Committee Meeting: January 22, 1990
Place of the Committee Meeting: Kiwanis International Office Indianapolis, Indiana
Present: Members - Andrew Batsis, D.M.D.; Ian Perdriau; Eyjolfur "Eddie"
Sigurdsson
Chairman - William L. Lieber
Staff - William A. Brown, A. G. Terry Shaffer
Guests - W.J. "Wil" Blechman, M.D., Kevin W. Krepinevich, Donald R.
Collins, W. Thomas Nelson, Jr.
Insertion of Board Approved Policies and Procedures
The following new or revised policies and procedures adopted by the Board at its October, 1989 Meeting are approved and will be inserted into Policies and
Procedures:
Procedure 804.7b - Authorized Disbursements (deleted procedure - see October 1989 report of Committee on Finance. Procedure 804.7c has been renumbered 804.7b and no exhibit is attached since the wording has not been changed.)
Procedure 801.8
Procedure 905
- Funds/Reserve Accounts (new procedure - see October 1989 report of Committee on Finance. Attached as Exhibit A is the new procedure.)
- The Travel Management Procedures (new procedure - see October 1989 report of Committee on Communications and Conventions. Attached as Exhibit Bis the new
procedure.)
The Committee believes that a new section 1000 should be created for Kiwanis International Foundation procedures. Two new procedures have been recommended by the Committee on Administration and one other procedure is in existence currently which is numbered 194. The Committee suggests renumbering Procedure 194 as Procedure 1003.
Procedure 1001
Procedure 1002
- Concepts Regarding the Relationship Between Kiwanis International and the Kiwanis International Foundation (new procedure - see October 1989 report of Committee on Administration. Attached as Exhibit C is the new
procedure.)
- Principles of the Intra Office Operational Relationship Between Kiwanis International and the Kiwanis Inter- national Foundation (new procedure - see October 1989 report of Committee on Administration. Attached as Exhibit Dis the new procedure.)
-2-
Campaign Procedures at International Conventions
The Committee studied information on campaign procedures/practices for Inter- national office which were gathered from Lions International, Rotary Inter- national, Optimist International, and from the California-Nevada-Hawaii
District. In addition, other relevant communications were reviewed and these were exhibits to the Committee's agenda as contained in the January, 1990 board book. The Committee wishes to retain this issue for additional study and
desires further input. Accordingly, staff was requested to obtain from District Secretaries any campaign guidelines/rules utilized in their respective
districts. Board members are asked to provide their input on this issue to Chairman Lieber by March 1. The Committee also feels that possible penalties for those who ignore or break campaign rules should be addressed by those offering input.
Mailing of Biographical Sketches of Candidates to All Clubs Prior to International Convention
The Committee continued its discussions regarding the mailing of the Biographi- cal Sketches of Candidates to all clubs in advance of the International Conven- tion in order to give additional exposure to candidates for office and to pro- vide similar information on all candidates. Currently, 9,000 copies of the Sketches are produced and placed in registration envelopes for the Convention.
The Committee does not believe this practice should be discontinued. The cost to print an additional amount of 10,000 copies would currently be $2,800, plus estimated postage of $2,260 to add the piece to a general mailing. The Sketches could be mailed in April, providing that all candidates are informed of an
earlier deadline for submittance of biographical material. The Committee recognizes that in some cases, such as the Asia-Pacific area, it would not be possible to include a sketch of the designated Board Member in years in which there is a contest in ASPAC, simply because of the timing of the ASPAC Con-
ference; All materials on candidates would have to be received by February 1 at the latest in order to allow for proper editing, proofing and printing time to meet an Aprill mailing. The Committee suggests that it might be possible to add another insert sheet with the copy of the Sketches distributed at the Con- vention, though this would entail additional costs.
The Comnfittee also received the suggestions that campaign brochures of various candidates could be collected and sent in one mailing to all clubs by the Inter- national Office to reduce the cost of postage by individual districts. This would entail additional potlage expense by Kiwanis International. The Committee will finalize a recommendation on these issues for the May Board Meeting and solicits input from Board Members by March 1.
Review of Provisional District Status
In October, the Committee briefly discussed provisional district status and noted that the Member Services, Internationalization and Extension Committee also had the subject on its agenda. Accordingly, the Committee retained this item for further consideration, pending input from Member Services, Inter-
nationalization and Extension. That Board Committee reviewed the current provi- sions of Procedure 408 (Provisional Districts) and concluded that this procedure does not require revision· at this time. The Policies, Procedures and Structures Committee concurs.
-3-
Proposed Amendment to Constitution, Article IX, Section l(c)(2) (Region Having a Selected Representative on the Board of Trustees and Also Having Another Indivi- dual From That Region Serving on the Board)
At its October meeting, the Committee expressed its feeling that once a person is ~elected by a region and there is also an at-large Board Member from that region, the person selected by the region should remain on the Board of Trustees as the guaranteed representative so long as the region endorses that person, subject to the agreement reached by the districts within that region. The International Committee on Constitution and Bylaws studied this matter and believes that the current provisions of Article IX, Section l(c)(2) are ade- quate. Upon further review, the Policies, Procedures and Structures Committee concurs that the present wording reflects this position.
~reposed Interpretation to Bylaws, Article XII, Section 3 Clarifying the "First Business Session" At An Annual Convention
At its October meeting, the Committee concluded to offer, at the January
meeting, an interpretation to Article XII, Section 3, which would clarify what is meant by the "first business session" of the International Convention. The first sentence of Article XII, Section 3 reads: "At the first business session of an Annual Convention, the President of Kiwanis International shall give notice of, and cause to be called, a conference of representatives of the several
districts, to determine and to submit to the convention nominations for the several offices to be filled at the convention." The Committee proposes the following interpretation:
Recommendation #1:
The Committee recommends that the first sentence of Article XII, Section 3 of the· Bylaws be interpreted as follows:
First Business Session of the Convention
Article XII, Section 3 - states in part, "At the first business session of an Annual Convention, the President of Kiwanis International shall give notice of, and cause to be called, a conference of representatives of the several districts, to determine and to submit to the convention nominations for the several offices to be filled at the convention."
Interpretation - The first business session shall be identified as such in the printed Convention program and shall be announced as such at the
Opening Session of the Convention. ,
I move that Recommendation #1 be adopted.
(Adopted) Finance: None
Procedure: Interpretation - Requires publication in Kiwanis magazine.
-4-
Possibl~ Amendment to Article XII, Section 3f of the Bylaws Re: Announcement of Time and Place of Conference on Nominations
Article XII, Section 3f of the Bylaws does not currently contain a provision for an announcement to the convention of the time and place of the Conference on Nominations. Article XII, Section 3, however, currently provides that a notice of the conference shall be given at the first business session~ The Inter- national Committee on Constitution and Bylaws feels that Article XII, Section 3, does adequately provide for this notice and, as a matter of practice, such
notice should specify the time and place of the Conference on Nominations without the necessity of including this reference in another Bylaw provision.
The Policies, Procedures and Structures Committee agrees.
Proposed Amendment to Article XII, Section 5 of the Bylaws Re: "Votes Cast" to Read "Valid Votes Cast"
At its meeting in October, the Committee studied Article XII, Section S, of the Bylaws which states, in part, that a majority of all votes cast for each posi- tion shall be necessary for the election of the President, President-elect, and Treasurer. Conceivably, in a two-person race, there would be a situation in which one candidate could be declared the victor without receiving a majority of votes cast. Spoiled ballots, for instance, could create such a situation. The Committee indicated that it would finalize a recommendation to add the word
"valid" to the current section.
Recommendation #2:
The Committee recommends that Article XII, Section 5, of the International Bylaws be amended as follows and that such amendment be considered for pre- sentation at the 1990 St. Louis Convention:
Finance:
Article XII, Section 5. A majority of all valid votes cast for each position shall be necessary for the election of the President, the President-elect, and the Treasurer. In the event that any ballot cast for President., President-elect, or Treasurer does not show a majority for any nominee for the foregoing offices, the President shall designate a time and a place for further balloting for such office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped; and on each succeeding ballot the same procedure shall be followed until some nominee shall have received a majority of all valid votes cast. The two candidates for Vice-President receiving the greatest number of valid votes cast shall be elected.
I move that Recommendation #2 be adopted.
(Adopted) None
Procedure: In Compliance
-5-
Report of the International Committee on Constitution and Bylaws
The International Committee on Cpnstitution and Bylaws met at the International Office on November 30-December 2, 1989. The Committee on Policies, Procedures and Structures reviewed that report, which was also sent to all members of the Board of Trustees on January 12, 1990.
Interpretation of Article IX, Section 3, of the Constitution Re: Clarification of Terminology "Construction and Interpretation" of the Constitution
In October, the Board Committee on Policies, Procedures and Structures requested from the International Committee on Constitution and Bylaws a clarification of Article IX, Section 3, of the Constitution which reads:
"The construction and interpretation of the Constitution and Bylaws
by the Board of Trustees shall be final and binding, unless such construc- tion and interpretation by the Board of Trustees are rescinded at a sub- sequent convention of Kiwanis International."
More specifically, the Board Committee desired a definition of the word
"construction."
A current legal dictionary defines the word "construction" as "the process of determining the real meaning, or proper explanation of ambiguous terms or provi- sions in a statute, written instrument or agreement," and that "construction"
and "interpretation" are often used synonymously. The International Committee on Constitution and Bylaws recommended the following interpretation with which the Policies, Procedures and Structures Committee concurs.
Recommendation #3:
The Committee recommends tµe following interpretation for the words
"construction and interpretation" in Article IX, Section 3, of the Constitu- tion:
Definition of "Construction and Interpretation"
Article IX, Section 3 - states, "The construction and the interpretation of the Constitution and Bylaws by the ~oard of Trustees shall be final and binding, unless such construction and interpretation by the Board of Trustees are rescinded at a subsequent convention of Kiwanis ~
International."
Interpretation - "Construction and interpretation" are defined as the process of determining the real meaning, or proper explanation of the terms and provisions in the Constitution and Bylaws, and in this sec- tion, these words have been used synonymously.
I move that Recommendation #3 be adopted.
(Adopted) Finance: None
Procedure: Interpretation - requires publication in Kiwanis magazine.
-6-
Procedure for Challenging a Board Interpretation
The Policies, Procedures and Structures Committee believes that it is preferable to incorporate the procedure for challenging a Board interpretation or construc- tion in appropriate articles of the Constitution and/or Bylaws rather than a Board interpretation outlining the procedure. The Committee also believes that to challenge a Board interpretation, a club or a district board or house of delegates must submit a proposed amendment to the applicable Constitutional or Bylaw provision which would eliminate the need for an interpretation.
Recommendation #4:
The Committee recommends that amendments to Article IX, Section 3; Article X, Section 3; and Article XVII, Sections 1, 2, and 3 of the International Constitution which provide for specific steps to rescind a Board of
Trustees' interpretation of the International Constitution and/or Bylaws, as delineated in Exhibit E, be considered for presentation at the 1990 St.
Louis Convention.
I move that Recommendation #4 be adopted.
(Adopted) Finance: None
Procedure: In Compliance
Prior to the Constitution being amended, as proposed in Recommendation #4, the Board may·adopt an interpretation which would incorporate the procedure con- tained in the proposed amendment.
Proposed Amendment to Article VI, Section 1, of the Constitution and Article VII, Section 1, of the Constitution Re: Changing the Boundaries of Districts and Federations
In 1989, a proposed substantive amendment was recommended by the International Committee on Constitution and Bylaws on the subject of changing the boundaries of districts and federations. Because of the number of amendments being pro- posed, this one was not included, and the Policies, Procedures and Structures Committee believes it should now be considered for action by the House of Dele- gates at the 1990 St. Louis Convention.
In both Article VI, Section 1, of the Constitution and Article VII, Section 1, of the Constitution, the Committee believes that a ninety (90) day notice rather than a sixty (60) day notice is a more realistic time frame. Further, the Com- mittee believes that both of these provisions should give specifics on requesting a hearing before the Board of Trustees. This latter procedure would avoid unne- cessary hearings, minimize cost and allow all parties to express their views before any change becomes effective.
Recommendation #5:
The Committee recommends that amendments to Article VI, Section 1, of the International Constitution and Article VII, Section 1, of the International Constitution, providing for changing the notice of hearing before the Board of Trustees from 60 to 90 days as delineated in Exhibit F be considered for presentation at the 1990 St. Louis Convention.
-7-
I move that Recommendation #5 be adopted.
(Adopted) Finance: None
Procedure: In Compliance
Organizing and Chartering of Clubs
In its report, the International Committee on Constitution and Bylaws proposed
'
an amendment to Article III of the Bylaws which would provide that the prelimi- nary step of a Kiwanis club "in formation" may be utilized or, if that step is not desired, the procedure to be followed would be the organization process only.
The Policies, Procedures and Structures Committee agrees that there is merit in many of the ideas expressed in the concept of a club "in formation," but the Committee does not feel that the detail should be in the Constitution. It is suggested that the Committee on Member Services, Internationalization and Exten- sion may wish to study the proposals of the Constitution and Bylaws Committee in this regard for possible inclusion in procedures and in other materials.
Comprehensive Review of Policies and Procedures
The International Committee on Constitution and Bylaws began a comprehensive review of Policies and Procedures. This review will include identification of inconsistencies and conflicts; suggestions on changes in grammar, gender and clarification of intent; relocation of a Procedure to a more appropriate sec- tion, if applicable; suggestions on possible deficiencies in a given section;
and regrouping of Procedures in a given section under a logical, common heading.
Regrouping was started with the first review when the International Committee on Constitution and Bylaws met on November 30-December 2, 1989. Up to the present, whenever a new Procedure is created, it is placed in the appropriate section and given the next available number. This results in Procedures, which ought to be grouped under a common heading, being located throughout a given section, and this is not logical. Further, common grouping will result in more available numbers in a section.
At the most recent meeting, the International Committee on Constitution and Bylaws completed its review of the following:
Policies
Interpretations of the Constitution and Bylaws Procedures sections:
100 - Definitions
110 - Board of Trustees
120 - International President
140 - International Committees (except for Procedure 147 -
Resolutions Committee which was retained because time did not permit a proper review at the meeting.)
-8-
Procedures
Exhibit G contains the recommended changes in Procedures sections 100, 110, 120, and 140. The International Committee on Constitution and Bylaws believes these changes to be either housekeeping or codification of current procedures and the Policies, Procedures and Structures Committee concurs.
Recommendation #6
The Committee recommends that Sections 100 (Definitions), 110 (Board of Trustees), 120 (International President), and 140 (International Committees except for Procedure 147 - Resolutions Committee) be amended as delineated in Exhibit G.
I move that Recommendation #6 be adopted.
Finance: None Procedure: Amended
(Adopted)
The entire section 130 - International Office was retained to allow more time for proper review of Procedure 131 - Secretary.
Policies
In Policy C6, the reference to "any official function or meeting of Kiwanis"
would appear to include an official function or meeting at the International level as well as at the district and club levels. Yet the approval for serving and consuming alcoholic beverages comes from the district board of trustees.
Obviously a district board would not be involved in approval of an official function or meeting at the International level. The words "district or club"
need to be added after the word "Kiwanis" in this paragraph.
Recommendation #7:
The Committee recommends that the first paragraph of Policy C6 - Alcoholic Beverages be amended to read: "Alcoholic beverages shall neither be served nor consumed at any official function or meeting of~ Kiwanis district or club unless the district board of trustees or the governing authority of non-districted clubs shall have given approval for the serving and consuming of such beverages at official functions or meetings."
I move that Recommendation #7 be adopted.
(Adopted) Finance: None
Policy/Procedure: Amended - Requires publication in Kiwanis magazine
-9-
In Policy E3 - Local Level Sponsored Organizations, the Committee believes that
"Kiwanianne Club" ought to be added to Paragraph a, that there is no longer any need for Paragraph b, and that the word "women's" should be deleted in Paragraph c. In addition, the words "youth or other" are superfluous because the term
"any organization" is all-encompassing.
Recommendation #8:
The committee recommends that Policy E3 - Local Level Sponsored Organiza- tions be amended to read:
"a. Without the consent of the Board of Trustees of Kiwanis Inter- national no district, club, or group of clubs may sponsor beyond the club level any yeYth er ether organization except Key Club or Cirele K, Circle K, Key Club or Kiwanianne."
~. A Kiwaais elub may ~poR~or, OR the leeal level, a womeR's organi • zatioR with purposes aad objeetives ooasistent with those of
Kiwanis."
No Kiwanis club may sponsor any yoyt~, womQR1s er other organiza- tion using a copyrighted name owned by Kiwanis International unless such organization is formed under and in accordance with the programs, Policies and Procedures of Kiwanis International."
I move that Recommendation #8 be adopted.
(Adopted) Finance: None .
Policy/Procedure: Amended - Requires publication in Kiwanis magazine Interpretations of the Constitution and Bylaws
No changes of interpretations of either the Constitution or Bylaws are recom- mended.
Maximum Amount for Gifts from International President
The International Committee on Constitution and Bylaws suggests that the Board review the maximum amount for gifts from the International President, in Proce- dure 122.3b, to determine if such amounts currently are adequate. The Policies, Procedures and Structures Committee concurs and has referred this matter to the Board Committee on Finance.
International Committee on Constitution and Bylaws Proposed Rewording of Proce- dure 119 Re: Counselor Visits to Non-Counseled Districts
The Committee reviewed the Constitution and Bylaws Committee's proposed rewording of current Procedure 119 - Counselor Visits to Non-Counseled Districts. The proposed rewording, and renumbering, is listed below.