A. Operationalize training program in all districts.
B. Hold conference for all certified trainers.
REPORT OF .THE BOARD COMMITTEE ON ADMINISTRATION-CONSTITUTION AND BYLAWS TO THE MEETING OF THE INTERNATIONAL BOARD OF TRUSTEES·
April 25-29, 1986 Date of Committee Meeting: April 25, 1986
Place of Committee Meeting: International'Office Present:
Absent:
PER DIEM
Member Chairman Staff Guests Member
- Avelino V. "Beling" Tanjuakio, Robert A. Wagner - Noris A. Lusche
- Donald R. Collins, Barbara Urian, Thomas Nelson - Gene R. Overholt, Frank DiNoto, Donald Williams,
and Anton J. Kaiser
W. Donald Goodfellow, Q.C.
The committee revie·wed the per diem and board members contingency allowances for Board of Trustee members and officers. It has been at least seven years since these amounts have been changed. The current daily per diem for board members is $25.00 and the board members contingency allowance is $250.00 annually. There is a significant need to increase these amounts and several recommendations have been made in support of doing so.
Recommendation '/Fl
The Committee recommends that the daily per diem for members of the Board of Trustees and officers be increased from $25.00 to $35.00 and the annual contingency allowance be increased from $250.00 to
$350.00, and that an· adjustment as needed be made to the proposed 1986/87 budget ·to reflect these increases.
I move Recommendation #1 be adopted.
Recommendation #2
The Committee recommends that the present rates of per diem for the International President and President Designate be increased from
$35.00 to $45.00 and that an adjustment as needed be made to the proposed 1986/87 budget to reflect these increases.
I move Recommendation #2 be adopted.
DISTINGUISHED GOVERNOR'S AWARD
The Committee discussed the previous action taken at the January Board meeting regarding the various suggestions and recommendations and wishes to conclude the action completing the report. See Exhibit D.
Recommendation #3
The Committee recommends acceptance of the criteria for the Distinguished Governor's Awards for 1986/87.
I move that Recommendation #3 be adopted.
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ADMINISTRATIVE COMMITTEE FOR SALARY SAVINGS PLAN
The Committee discussed the need to recognize and approve the current membership of the Administrative Committee responsible for the administration of the
employee Salary Savings Plan. The structure of this Committee is specified in the summary plan documents for the Salary Savings Plan.
Recommendation #4
The Committee recommends adoption of the follm,;ing Resolution:
Resolved, That Anton J. Kaiser, G.H. "Gil" Zitzelsberger and Donald R.
Collins are hereby appointed as the members of the administrative committee of the Plan, to serve for such terms and to have such powers and duties as set forth in the Plan and Trust Agreement;
I move Recommendation #4 be adopted.
ADMINISTRATIVE COMMITTEE FOR EMPLOYEE PENSION PLAN
The Committee discussed the need to recognize and approve the current membership of the Administrative Committee responsible for the administration of the Pension Plan. The structure of this Committee is specif±ed in the summary plan docµment for the Pension Plan.
Recommendation lif5
The Committee recommends adoption of the following Resolution:
Resolved, That Anton J,, Kaiser,
G.H.
"Gil" Zitzelsberger and Donald R.Collins are hereby appointed as the members of the administrative committee of the Plan, to serve for such terms and to have such powers and duties as
· set forth in the Plan and Trust Agreement;
I move Recommendation #5 be adopted.
EXECUTIVE RISK POLICY (Accounts 01-125-11 and 32-113-02)
The Committee reviewed the substantial increase in premiums for the above policy effective February 1, 1986 through February 1, 1987. The premium increase is from $3,722.00 to $16,797.00. This policy covers fiduciary liability, officer's and director's liability and kidnap and ransom coverage.
Recommendation #6
The Committee recommends ,that the premium be accepted and that an expen- diture in excess of the budget in the amount of $8717.00 be approved to cover the additional premium for the balance of this administrative year.
I move that Recommendation #6 be adopted.
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EMPLOYEE RELATIONS ACCOUNT
The Committee discussed the desirability of approving an employee picnic. It was felt that this type of event improves employee morale and provides the oppor- tunity to share not only with each other, but with families as well.
Recommendation #7
The Committee recommends approval of the expenditure in excess of budget of
$1800.00 for an employee picnic. (Acct #31-106-02) I move Recommendation #7 be adopted.
SUPPLIES - CATALOG PRICES
The Committee reviewed the current practice of showing both a U~S. and Canadian Price (in U.S. dollars) in the supplies catalog. The reasons ·why both prices were shown, and the problems resulting therefrom, were discussed at length.
Several suggestions have been made that we discontinue printing separate Canadian prices.
PROCEDURES AND CONTRACTS WITH HARRY MCLEAN
After discussion of this subject, the Committee asked staff to review the current procedures and contractural arrangements with Canadian Supply Agent, Harry McLean, and present a report by the October 1986 board meeting.
COMPUTER CONVERSION
A report on the status of the computer conversion was reviewed by staff. The current schedule for completion of systems parallel is June 1 - July 1, 1986.
The status of packaged software and the office automation system were also discussed.
STRATEGIC PLANNING
The proposed action strategies for Management Information Services and Finance were reviewed and discussed. A further report will be presented which will
include the other departments in the administrative areas.
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ADMINISTRATIVE RESOLUTION ON BOARD REPRESENTATION
The Committee has received no negative feedback regarding the Administrative Resolution on Board Represen.tation as it was adopted by the Board at its last meeting. Accordingly, the resolution as currently worded will be submitted to the House of Delegates at the 1986 International Convention.
The Committee noted that the resolution will be heavily promoted in the weeks ahead· and that Immediate Past President Lansford will present the resolution to the Council and the House of Delegates in Houston.
PROPOSED CONSTITUTION AND BYLAWS AJ1ENDMENTS FOR HOUSTON Eight proposed amendments
International were received three from the Board itself.
them to be in order, and (EXHIBIT A)
to the Constitution and Bylaws of Kiwanis from sponsoring clubs and districts including The Committee reviewed the amendments, found presents them to the Board for its review.
Proposed Amendment No. 1 is submitted by the Kiwanis International Board of Trustees. This amendment proposes to amend the Bylaws of Kiwanis International to change the membership subscription price of Kiwanis magazine.
Proposed Amendment No. 2 is submitted by the Kiwanis International Board of Trustees. This amendment proposes to amend ·the Constitution and Bylaws of Kiwanis International to permit women to become members of Kiwanis.
Proposed Amendment No. 3 is su_bmitted by the Kiwanis International Board of Trustees. This amendment proposes to amend the Bylaws of Kiwanis International to prohibit clubs from soliciting expressions of attitude on foreign or domestic policies by clubs in other nations, except in the manner already provided for in the adoption of district and international resolutions.
Proposed amendment No. 4 is submitted by the Kiwanis Club of Mankato, Minnesota. This amendment proposes to amend the Constitution and Bylaws of Kiwanis International to permit women to become members of Kiwanis.
Proposed Amendment No. 5 is submitted by the Kiwanis Club of Quebec, Inc. This amendment proposes to amend the Constitution of Kiwanis International to fix a rate of exchange at which non-U.S. clubs pay their annual membership dues.
Proposed Amendment No. 6 is submitted by the Minnesota-Dakotas District. This amendment proposes to amend the Bylaws of Kiwanis International to provide for a permanent Major Emphasis Program.
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Proposed Amendment No. 7 is submitted by the Kiwanis Club of San Diego, California. This amendment proposes to amend the Constitution and Bylaws of Kiwanis International to afford local Kiwanis clubs the option of admitting women into membership.
Proposed Amendment No. 8 is submitted by the Kiwanis Club of Waterloo Laurel, Waterloo, Ontario. This amendment proposes to amend the Bylaws of Kiwanis International to provide a special senior membership criterian for members of clubs composed of retired persons.
Recommendation {fo8:
The Committee recommends that the order in which the amendments will appear in Houston be the same as they are presented here.
I move that Recommendation 8 be adopted.
Recommendation #9
The Committee recommends that the Board express its opposition to Proposed Amendment numbers 4, 5, 6, 7, and 8 for the Houston Convention by use of tte sentence, "This amendment is not endorsed by,the Board of Trustees of Kiwanis International.11
I move that Recommendation 9 be adopted.
CURRENT ADMINISTRATIVE PROCEDURE FOR DEALING WITH CLUBS WRICH ADMIT OR THREATEN TO ADMIT WOMEN
The Committee reviewed the curretlt administrative with clubs which admit or threaten to admit women, of the Ridgewood, New Jersey decision.
procedure for dealing particularly in light
Clubs in New Jersey receive a .letter, prepared by our attorneys which details Kiwanis' legal position. Membership applications and checks are processed. Clubs outside New Jersey receive a similar letter but application and checks are returned unprocessed. (EXHIBIT Band C)
LACK OF PARTICIPATION IN INTERNATIONAL PROGRAMS AND EVENTS BY CERTAIN DISTRICTS' LEADERSHIP
The Committee viewed with concern the chronic lack of participation by the elected leadership of certain districts in International programs and events such as Convention, Council, and Governors-elect Training Conference. The Cammi t tee wishes to consider this situation in greater detail at its next meeting and welcomes comments and suggestions in the interim.
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PROPOSED AHENDNENT OF PROCEDURE 892(k)
The Cormnittee reviewed an Executive Committee recommendation relative to the reimbursement of Convention and Council expenses of the secretaries emeritii.
Recommendation #10·
The Committee recommends that Procedure 892(k) be amended to read - as follows:
k. Staff Member Holding Emeritus Status
Any former staff member holding emeritus status and spouse shall be invited to all International Convention and Council.meetings, and their expenses
· are to be paid in the same manner as are the expenses of Past Presidents, except where this procedure is inconsistent with agreements made prior to the adoption of this procedure, in which case such agreements shall apply.
I move that Recommendation 10 be adopted.
REPUBLIC OF CHINA DISTRICT BYLAWS
The Committee received a detailed report on the stacus of the Republic of China (ROG) District Bylaws. After extended deliberation,· the Committee cone luded that 1) the current Bylaws contain several fundamental and irreparable flaws, and 2) a new set of district bylaws, based on the Standard Form of District Bylaws and the laws of the Republic of China, should be adopted.
Recormnendation #11
The Corn.mi t tee recommends staff develop a new set of bylaws for Comrni t tee review in Houston and that these bylaws be presented to the ROC District Convention on August 16-17 for adoption. The Committee further recommends that should the District fail to adopt and subsequently abide by these bylaws, the District is dissolved and the clubs placed on non-districted status.
I move that Recommendation 11 be adopted.
AD HOC COI:1MITTEE ON ADMINISTRATIVE STRUCTURES
The Committee reviewed the pressing need for a study on the advisability of creating and/or maintai_ning administrative structures within Kiwanis, including an assessment of federations and conferences. It concluded that this study can be best conducted by an ad hoc committee.
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Recommendation
112
The Committee recommends that an ad hoc committee be. appointed by President Don Williams and President-elect Frank DiNoto to study the advisability of creating and/or maintaining administrative structures, such as federations, conferences, etc. and that this Committee be guided by the principle that there can be only one constitution within Kiwanis.
I move that Recommendation 12 be adopted.
REVIEW OF BOARD PROCEDURES
The Committee reviewed several Board Procedures as a result of Board action at the January, 1986 meeting and requested staff, to make the necessary changes.
CLARIFICATION OF RESPONSIBILITY FOR SPONSORED YOUTH MAGAZINES
The Circle K and Key Club Bylaws give their respective administrators complete responsibility for the issuance of the official publication, subject only to the direction and control of the Board. Yet, Board Procedure. 130(1-2) provides that only the International Secretary shall make staff appointments and assignments. Hence, a clear conflict over
the delegation of authority within the International Office results.
The. Committee concluded that it is of a sponsored youth organization an official publication outside International Secretary.
Recommendation #13
inappropriate for the administrator to hold complete responsibility for the authority and control of the
The Cammi ttee recommends that Article XIII, Section 2 of the Circle K Bylaws be amended to read as follows:
Section 2: The Secretary of Kiwanis International shall serve as Editor-in-Chief of the official publication.
I move that Recommendation 13 be adopted.
Recommendation {114
The Committee recommends that Article XIII, Section 2 of the Key Club Bylaws be amended to read as follows:
4/28/86
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Section 2. The Secretary of Kiwanis International shall serve as Editor-in-Chief of the official publications.
I move that Recommendation 14 be adopted.
CLARIFICATION OF PROCEDURE ON PRESIDENTIAL VISITS
Board Procedure 122.
l -
Official Visits - Scheduling provides for a three year cycle of presidential visits to the various districts and non-districted areas. The current Procedure suggests that a president may not make an official visit to his home district unless that district happens to be listed in his year's schedule.The Committee believes each president should be able to make an official visit to his home district, regardless of the visitation schedule.
Recommendation #15
The Committee reco.mmends that Procedure 122 .1 Official Visits Scheduling be amended by adding the following paragraph:
If the President's home district is not included among those to be visited in accordance with the above schedule, he may ne~ertheless make an official visit to his own district.
I move recommendation 15 be adopted.
NOMINATING AND SECONDING PROCEDURES IN HOUSTON
The Committee reviewed the procedures on nominations and seconds for candidates for International office and concluded that the time allocations employed in Toronto were ample.
Recommendation #16
The Committee recommends that the procedure to be recommended to the Council for the nominations and seconds for candidates for International office in Houston be as follows:
One nominating speech of three minutes with one seconding speech of one minute for the offices of President, President~elect, Vice-President, and Treasurer.
One nominating speech of two minutes and one second from the platform with no speech for the office of Trustee.
I move that Recommendation 16 be adopted.
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NEW PROCEDURE FOR NON-DISTRICTED DIVISIONS
At the Boards' request, the Committee considered the formation of divisions in non- district~d areas.
Recommendation ffol7
The Committee recommends that a new procedure be adopted and inserted as Procedure 409.3, under the heading of Non-Districted Divisions,
as follows:
409.3 - a) Two or more clubs in a non-districted nation or geographic area shall comprise a non-districted division. The clubs in each non-districted division shall elect an Area Coordinator to ful- fill those duties of a district lieutenant governor that do not involve district functions. Area Coordinators will report to the Assistant Secretary for Membership or his designee and will receive direction and training materials from him.
b) An Area Coordinator shall be elected for a one-year term and may not serve more than two consecutive terms.
c) In each non-districted division, the Area Coordinator, with consent of the Assistant Secretary for Membership or his desig- nee shall, no later than the first week in September, by ten
days written notice to the president of each club in·the divi- sion, call a caucus for the purpose of electing the Area Coordinator for the next Administrative Year. The time and place of this caucus shall be designated by the Area Coordi- nator. The Area Coordinator shall certify the results of the election to the Assistant Secretary for Membership or his designee immediately following the caucus.
d) The caucus participants shall be the president and immediate past president of each club in the division or their duly elected alternates as voting representatives, the Area Coordi- nator, and all past Area Coordinators who are activ~ or senior members of a club in the division.
e) The voting representatives of a majority of the clubs in the division shall constitute a quorum for the caucus, and each club shall have one vote for each voting representative present.
The Area Coordinator and Past Area Coordinators in attendance shall have the privilege of the floor without the right to vote, except that the Area Coordinator shall be entitled to vote in the event of a tied vote. There shall be no voting by proxy.
f) In a non-districted division without a previously elected Area Coordinator) the president of the largest club in the division shall call the caucus for the purpose of electing an Area Coordinator and shall preside over it.
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g) The Assistant for Membership may, with the approval of the International Secretary, for cause, remove an Area Coordinator from office. Should this become necessary, the Assistant Secretary for Membership shall then appoint a representative to convene a special caucus for the express purpose-of electing a new Area Coordinator.
h) The Assistant Secretary for Membership in consultation with the clubs in a non-districted division may divide a non-districted division into additional divisions when growth and the number of clubs or other considerations support this decision.
I mQve that Recommendation l l be adopted.
Respectfully submitted,
AVELINO V. 11BELING" TANJUAKIC ROBERT A. WAGNER
NORIS A. ·1usCHE, Chairman
PROPOSED AMENDMENT NO. 1 TO THE INTERNATIONAL BYLAWS
Submitted by the Board of Trustees of Kiwanis International.
This amendment proposes to amend the Bylaws of Kiwanis International to change the membership subscription price of Kiwanis magazine.
BYLAWS Amend Article XVI, Bylaws of Kiwanis follows:
Section J, of International
the as S.ection 3. The· subscription price of the official publication of Kiwanis International in the United States and Canada shall be six dollars and fifty . cents ( $6. 50) per annum, to be paid in semi-annual installmentst due on the first day of the first and seventh months of each administrative year, and payable not later than sixty (60) ys thereafter. Billing shall be based upon the membership of the respective clubs as shqwn in their semi-annual
~eports to Kiwanis International as o f the 1 as t day o f the tw e 1 f th and s ix th months of each administrative year.
The official publication of Kiwanis Internacional may be made available to Kiwanis clubs in bulk orders of ten (10) or more copies at a cost to be determined by the Board of Tr~stees of Kiwanis International for distribution to Key Club and Circle K memb~rs only.
EXHIBIT A, p. 1
PRESENT PROVISIONS BYLAWS
Article XVI, Section J
Section J. The subscription price of the official publication of Kiwanis International in the United States and Canada shall be four dollars and fifty cents ($4.jQ) per annum,
to be paid in semi-annual installments, due. on the first day of the first and seventh months of each administrative year, and payable not later than sixty (60) days thereafter. Billing shall be based upon the membership of the J:"espective c :.ubs as shown in their semi-annua 1 reports to Kiwanis International a~ of the last day of the twelfth 2~d sixth months of each administrative y~ar. The official publication of Kiwanis International may be made.
available to Kiwanis clubs in bulk crders of ten (10) or more copies at a cost to be determined by the Board of Trustees of Kiwanis International for distribution to Key Club and Circle K members only.