LIONS ORGAN AND EYE BANK OF DISTRICT 2-E2
BY-LAWS
ARTICLE I
NAME AND PURPOSE
Section 1: Name. The name of the Corporation shall be the Lions Organ and Eye Bank of District 2-E2, Inc.
Section 2: Purpose. The Lions Organ and Eye Bank of District 2-E2, Inc. is organized to promote the conservation, restoration, and transplantation of human organs and eyes; and the prevention, treatment, and research of blindness and diabetes.
ARTICLE II
MEMBERSHIP
Section 1: Members. All Lions of District 2-E2 in good standing shall be regular members of the Corporation.
Section 2: Other Members. Individuals, organizations, or groups, whether or not incorporated, may apply for membership in the Corporation subject to the approval vote of the Board of Directors.
Section 3: Voting Privileges. Each Lion of District 2-E2 in good standing and as a certified delegate is entitled to vote in person at the District 2E2 meetings.
Section 4: Honorary Members. Honorary memberships may be offered to any citizen of the United States, its possessions, or Canada who has rendered extraordinary meritorious service to the Corporation or who has accomplished results worthy of recognition in the Corporation’s field of work.
Section 4.1:Honorary memberships require a two-thirds vote of the Board of Directors.
Section 4.2: Honorary members shall have no voting privileges and shall not be required to pay dues in the Corporation.
Section 5: Length of Membership. Membership in the Corporation shall be for the duration of the Corporation unless terminated as hereinafter provided or by death of the member.
ARTICLE III.
ANNUAL MEETING
Section1: Meetings. The date of the regular annual meeting of the Corporation shall be the Lions District 2-E2 Convention. The Board of Directors shall decide the exact day and time of the annual meeting. Robert’s Rules of Order will govern the proceedings of the meeting.
Section 2: Fiscal Year. The fiscal year shall extend from July 1 through June 30 of the subsequent year.
Section 3: Voting delegates. Duly authorized voting delegates that are present at the annual meeting may vote. A majority vote may decide any question that is properly presented to them. No member shall be allowed to vote by proxy.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1: Role of the Board. The Board of Directors is responsible for the overall policy and direction of the Corporation. The Board shall provide for the raising of all monies required by the Corporation for administrative purposes and shallappropriate funds from time to time to each department and project of the Corporation and may appropriate funds to any other corporation or institution having objectives similar to those of the Corporation.
Section 2: Size of the Board. The Board shall consist of eleven (11) members plus ex-officio members. Ex-Officio members include the immediate Past District Governor, the present District Governor, and the Vice District Governor of Lions 2-E2.
Section 3: Compensation. The Board receives no compensation other than reasonable expenses.
Section 4: Regular Meetings. The Board shall meet monthly at an agreed upon time and location. Robert’s Rules of Order will govern procedure of the meeting.
Section 5: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or any three members of the Board.
Section 6: Notice of Meetings. An official Board meeting requires that each Board member have written notice two (2) days in advance of the meeting. Special called meetings of the Board require that members shall be notified ten (10) days before the meeting.
Section 7: Quorum. A quorum must be attended by at least fifty percent (50%) of the Board members before business can be transacted or motions made or passed. In the absence of a quorum, the Directors present shall by a majority vote adjourn the meeting until a quorum shall attend.
Section 8: Board Elections. Election of new Board members or election of current Board members to a second term shall occur at the annual meeting of the Lions District 2-E2. The membership of the District 2-E2 as of June 30 shall be reported to the Board of Directors at its August meeting. The dually elected Board of Directors shall determine the distribution of delegates for the next election.
Section 8.1: Divisions of the District. The shall be three (3) Divisions with each consisting of the following counties:
North: Collin, Cooke, Dallas, Denton, Grayson, and Wise Counties
Central: Tarrant County
South and West: Johnson, Hood, Parker, and Somervell Counties
Section 8.2: The candidate receiving the highest number of votes shall fill the available director position in the candidate’s Division. The candidate receiving the next highest number of votes shall fill the next available/unfilled position in his/her Division. This process shall be followed until all available directorship positions are filled or until all candidates are depleted from a division. Any remaining director positions will then be filled according to the highest vote count of the remaining candidates independent of the division s/he represents until all positions are filled.
Section 8.3: Any Lion of District 2-E2 in good standing, and with an endorsement from his/her local Lions Club is eligible to seek election to the Board of Directors
Section 8.4: There shall be a limit of not more than two members from the same club at any given time serving on the Board. This shall be overridden only if there are no other available candidates to fill available positions.
Section 9: Terms of Office. A director shall serve for a period of three (3) years or until his/her successor has been elected and qualified. A director may be re-elected to a second term.
Section 9.1: A director shall serve no more than two three-year elected terms consecutively.
Section 9.2: Any director may seek re-election after a one-year vacancy from the Board.
Section 10: Vacancy. When a vacancy on the Board exists, the vacancy will be filled for the balance of the un-expired term by a vote of the Board members. Nominations for new members shall be submitted to the President of the Board through present Board members at least ten (10) days prior to any scheduled meeting of the Board.
Section 10.1: Nominee shall be a Lion in good standing in a club of District 2-E2
Section 10.2: Nominee seeking to fill an un-expired vacancy shall attend two Board meetings prior to the vote of the Board.
Section 10.2: The vote of the Board shall occur after the nominee’s second visit and in the absence of the nominee.
Section 11: Removal of Directors. A Board member may be dropped for three successive absences from regular Board meetings.
Section 11.1. Any director who violates any of the rules or purposes of the Corporation or so conducts himself or herself in or out of the Corporation that his or her continued membership in the Corporation is deemed by the Board of Directors to be a detriment to the Corporation may be dropped from the membership by a vote of two-thirds of the members of the Board of Directors.
Section 11.2. Any director being dropped shall be given ten (10) days notice in writing of such pending action and shall be given an opportunity to appear before the board in person or by attorney on his or her behalf.
Section 11.3. Directors dropped from the Board shall have no right to appeal.
Section 12: Resignations. Resignation from the Board must be in writing and received by the President or Secretary.
ARTICLE V.
OFFICERS
Section 1: Officer Positions. There shall be five (5) officers of the Board consisting of a President, First Vice President, Second Vice President, Third Vice President, Secretary, and Treasurer.
Section 2: Length of Office. Officers shall hold their respective offices from July 1 through June 30 of the following year.
Section 3. Officer Duties.The President shall convene regularly Board meetings, shall preside, or arrange for other members of the executive committee to preside at each meeting in the following order: First Vice-President, Second Vice-President, Third Vice- President, Secretary, and Treasurer.
The President shall preside at all meetings of the Board of Directors and the Executive Committees, and shall see that the officers fulfill the Board’s instructions, that nothing is done without the Board’s authority, and shall submit a report to the members at their annual meeting. The President shall submit a report of each meeting of the Board or Executive committees. The President shall serve for no more than one term; but with one year intervening may again be elected to the Presidency
The First Vice-President shall serve as the Diabetic Awareness Chairman and, in the absence of the President, shall perform the duties and exercise the powers of the President and shall have such powers and perform such duties as usually pertain to that office or as required by the Board of Directors.
The Second Vice President shall serve as the White Cane Chairman and shall fulfill the role of President if the President and the First Vice President are unable to fulfill their positions.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The secretary may sign such instruments as required of the Secretary by the Board of Directors or the Executive Committee, if any.
The Treasurer shall have the care and custody of all funds and securities of the Corporation and deposit the same in the name of the Corporation in such banking institution or institutions as the Directors may designate. The Treasurer shall make a report at each Board meeting, shall chair the finance committee, assist in the preparation of the budget, and make financial information available to the Board. The Treasurer, and such other persons as the Board may designate, shall be bonded in such amount as the Board of Directors may require; the cost of such bonds to be borne by the Corporation. The Treasurer or other officers shall not disburse funds unless previously authorized by the Board of Directors.
The Board of Directors or Executive Committee shall designate the person or persons who shall sign all checks, drafts, notes, and orders for payment of money. Designated persons shall have the authority to sign checks,, drafts, notes, and orders for the business transactions of the Board.
ARTICLE VI.
COMMITTEES
Section 1: Establishment of Committees. The Board may create committees. The Board President shall appoint and outline the duties and objectives of each committee and shall appoint the Chair of each committee. The Chair of each committee shall appoint such members of the Corporation as s/he desires to be members of the respective committee/s. The President shall serve as ex-officio member of each committee approved by the Board.
Section 2: Term of Office. Each member of a committee shall continue to serve on the committee until the next annual meeting of the Corporation, until a successor is appointed, or until the committee is terminated.
Section 3: Special Committees of the Board include, but are not limited to:
Lions Eye Research Foundation is comprised of five (5) Board members who shall serve for a two (2) year term on a three/two basis on alternating years. The Foundation shall be responsible for long range planning for Foundation growth.
Advisory Board of the Texas Vision and Transplant Services shall include three (3) delegates and respective alternates, a pair of whose three year term will expire each year. Election for the delegates will occur at the first meeting of the Board in July. The candidate receiving the most votes shall be elected director, the second highest will be elected alternate for the vacating year. Terms on the Advisory Board shall not exceed three consecutive terms of three years each. If a director cannot attend a meeting, the respective alternate shall attend and have full voting privileges. If a director must resign or be replaced, his respective alternate shall assume that position and the Board shall elect a new alternate.
Section 4: Executive Committee. The officers of the Board of Directors shall serve as the executive committee.
The Executive Committee may exercise all the powers of the Board during intervals between the meetings of the Board except as to such matters as require a vote by the Board.
Section 4.1. The Executive Committee may establish its own procedures provided the procedures are not in conflict with the By-laws of the Corporation and have been approved by the Board.
Section 4.2. Executive committee members may be designated and authorized to sign checks, drafts, notes, and orders for payment of money. The Board of Directors shall authorize any and all funds prior to disbursement of funds.
ARTICLE VII.
GOVERNING DOCUMENT OF ENDOWMENT FUNDS
Section 1. Monies or properties received for the designated purpose of establishing and continuing a growing endowment fund shall be maintained in a separate accounting in separate accounts from the general funds of the Eye Bank.
Section 2. The funds shall be invested or deposited in such account/s as the Board of Directors considers prudent and as allowed by the By-laws of the Foundation.
Section 3. A 75% vote of the Board of Directors shall be required to transfer the endowment fund or any portion of the endowment fund to any financial institution to establish a new account.
Section 4. Access to the endowment funds shall be strictly limited. Only the interest income should be transferred if needed to the general funds. This transfer, or release, of any part of the principal funds shall require a seventy-five percent (75%) vote of the Board of Directors. No part of the interest or principal shall be issued for purposes other than those of the Lions Organ and Eye Bank of District 2-E2, Inc., except as provided in the case of dissolution of the corporation.
ARTICLE VIII.
BOOKS AND RECORDS
Section 1: Required Books and Records. The Corporation shall keep correct and complete books and records of account. The Corporation’s books and records shall include:
a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the articles of incorporation and any articles of amendment.
b) A copy of the by-laws and any amended versions or amendments to the by-laws.
c) Minutes of the proceedings of the Board of Directors and committees having the authority of the Board of Directors.
d) A list of the names and addresses of the directors, officers, and executive committee members of the Board of Directors.
e) A financial statement showing the income and expenses of the Corporation for the three (3) most recent fiscal years.
f) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three (3) most recent fiscal years.
g) All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
h) The Corporation’s federal, state, and local information or income tax returns for each of the Corporation’s three (3) most recent tax years.
Section 2: Inspection and Copying. Copies of these records may be examined by any duly elected Director of officer of the Lions Organ and Eye Bank of District 2-E2, Inc. upon request. Copies of records shall be paid at that individual’s own expense.
ARTICLE IX.
DISSOLUTION
Section 1. Transfer of assets. In accordance with the Articles of Incorporation and the amendments thereto, in the event this organization ceases to exist, all of the assets remaining shall be transferred to the Texas Lions Crippled Children’s Camp provided that it is in existence and a qualified §501(c)(3) organization in accordance with the Internal Revenue Code. In the event the Texas Lions Crippled Children’s Camp is not in existence or is not in compliance with §501 (c)(3) of the Internal Revenue Code at the time of such dissolution, the Board of Directors of the corporation, by majority vote, shall select a Lions organization exempt under the Internal Revenue Code §501(c)(3) to receive all assets of the Lions Organ and Eye Bank of District 2-E2, Inc. Under no circumstances shall any of the corporation’s assets ever be transferred, conveyed, received by, or inure to the benefit of any individual.
Section 2: Transfer of Endowment Fund. In the event of dissolution of the Lions Organ and Eye Bank of District 2-E2, Inc., the endowment funds, Lions Organ and Eye Bank of District 2-E2 Trust, shall be given in whole to Lions Clubs International Foundation to insure charitable use of these monies and assets. In the event that Lions Club International Foundation is no longer in existence, the fund shall be turned over to a similar non-profit charitable organization chosen by the Board of Directors.
ARTICLE X.
COMPLIANCE WITH FEDERAL STATUTES
Notwithstanding any other provision of the By-laws, this organization shall not conduct or carry on any activity not permitted to be conducted or carried on by any organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may be amended, or by an organization, contributions to which are deductible under Section 170 (c) (2) of such code and regulations as they now exist or as they may hereafter be amended.
ARTICLE XI.
AMENDMENTS
Section 1: The By-laws may be altered or amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments or changes to the By-laws must be submitted to the Secretary to be sent with regular Board announcements to each Board member.
Section 2: The Board may propose the repeal of any By-laws at any meeting of the Board. A vote on any by-laws changes will occur at the meeting following the presentation of such changes.
These By-laws were approved at a meeting of the Board of Directors of Lions Organ and Eye Bank of District 2-E2, Inc. on May 18, 2003.
