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BYLAWS

MISSOURI-ARKANSAS DISTRICT OF KIWANIS INTERNATIONAL



ARTICLE I. NAME AND TERRITORIAL LIMITS
Section 1. The name of this organization shall be Missouri-Arkansas District of Kiwanis International.
Section 2. The territorial limits of this district shall be confined to States of Arkansas and Missouri. Neither the district name nor territorial limits shall be changed unless permission shall first have been obtained from the International Board of Trustees.
ARTICLE II. OBJECTS

Section 1. The objects of this district shall be:

a. To assist clubs in the Missouri-Arkansas District in serving the children of the district and of the world.

b. To seek within the district and through the clubs of the district the attainment of the Objects of Kiwanis International as set forth in the International Bylaws.

c. To increase the fellowship and cooperative effort of the clubs within the district.

d. To cooperate with Kiwanis International in building new clubs and membership in existing clubs, educating club members, and strengthening club services within the district.

e. To promote participation of clubs in the general objectives, programs, and policies of the district and Kiwanis International.
ARTICLE III. DIVISIONS AND REGIONS
Section 1. The territory of this district shall be divided into as many regions and divisions as may be determined by the Board of Trustees.

Section 2. The territorial limits of these divisions and regions shall be such as delineated from time to time by the District Board of Trustees.

Section 3. A majority vote of the Board of Trustees shall be sufficient to effect a change in the number of regions or divisions, or in the listing of clubs within divisions, provided the lieutenant governors from divisions affected by such change vote in favor thereof; otherwise, a two-thirds (2/3) vote of the members of the Board of Trustees present is required for the change.

ARTICLE IV. MEMBERSHIP
Section 1. Every chartered Kiwanis club in this district shall be a member of this district.
Section 2. Any member club more than sixty (60) days in arrears for any indebtedness to Kiwanis International or to this district shall not be considered "in good standing."
Section 3. To retain the privileges of district membership, a club must be "in good standing," as defined from time to time by the Kiwanis International Board of Trustees.
ARTICLE V. OFFICERS
Section 1.
a. The officers of the district shall be the Governor, Governor-elect, Immediate Past Governor, Secretary-Treasurer, a Trustee for each region, and a Lieutenant Governor for each division.*

*Note—After their election and before their assumption of office, all officers shall be known and designated by the titles of the offices to which they have respectively been elected followed by the term "designate."
b. No offices other than those of Secretary and Treasurer may be combined in one (1) person.
c. If in any year the Immediate Past Governor ceases to be an active or senior member in a club of the district, the active or senior member who served as Governor most recently prior to the Immediate Past Governor shall automatically become the Immediate Past Governor.
d. The offices of Secretary and Treasurer shall be held by the same person.


Section 2.
a. The terms of all district officers, except District Trustees, shall begin the first day of October of each year and continue for one (1) year, or until their successors shall be duly elected and qualified.

b. The terms of the District Trustees shall begin on the first day of October following their election and shall continue for three (3) years. No District trustee shall be elected to more than one (1) consecutive three (3) year term. Trustees elected or appointed to terms of less than three years may run for a consecutive three (3) year term.

c. No Governor or Governor-Elect shall be elected to more than one (1) consecutive term in the same office.

d. No Lt. Governor shall serve more than two (2) consecutive one-year terms or more than one (1) two-year term.

Section 3. Each officer shall be an active or senior member in good standing in a club of the district. The Governor and each Trustee shall have served in the office of Lieutenant Governor or in some other office in this or some other district. The Governor and Governor-elect shall have and maintain a clear criminal history background check conducted and verified by Kiwanis International. Each Lieutenant Governor shall be a member in a club in the division from which elected and shall have served as club president. Each Trustee shall be a member in a club in the region from which elected; shall have served in the office of club president; and shall have served at least one (1) term as Lieutenant Governor.

Section 4. Each district officer has the duty and responsibility to:
a. Promote the Objects and objectives of Kiwanis International, and

b. Promote the interests of the clubs within the district.

Section 5. The Governor has the further duties and responsibilities:
a. Be the chief executive officer of the district.
b. Under the direction and supervision of the International Board of Trustees, further the Objects of Kiwanis International and promote the interests of the clubs within the district.
c. Preside at all conventions and meetings of the District Board of Trustees.
d. Attend all Conventions, Conferences, and Council Meetings of Kiwanis International.
e. Be an ex-officio member of all standing and special committees.
Section 6. The Governor-elect has the further duties and responsibilities:
a. Attend the training conferences for governors-elect.
b. Be responsible for the training of district officers-designate.
c. Be responsible for the training of club officers and members at the district convention.
d. Carry out such other duties and responsibilities as are from time to time assigned by the District Board of Trustees.
Section 7. The Immediate Past Governor shall perform such duties and responsibilities as usually pertain to such office or as may be assigned by the District Board of Trustees.

Section 8. The District Secretary-Treasurer has the further duties and responsibilities:
a. Keep all records of the district.
b. Assist the Governor and the District Board of Trustees in conducting the business of the district.
c. Be the executive in charge of the District Office and its departments and, subject to the direction and control of the District Board of Trustees, select and supervise the staff and employees.
d. Submit to the proper officers, committees, or persons, all communications received from Kiwanis International, and cooperate with the Governor in forwarding all reports required by Kiwanis International.
e. Attend and keep the minutes of the meetings of the District Board of Trustees and the district conventions.
f. Attend all Conventions of Kiwanis International, and if invited, attend meetings of the International Council.
g. Keep the financial accounts and records and be responsible for proper internal control procedures, including the receipt, deposit, and disbursement of district and sponsored organization funds in the manner authorized and prescribed by the District Board of Trustees.
h. At all times, make available for inspection by the Governor, the District Board of Trustees, or any authorized auditors, the financial accounts, records, and books of the district and its sponsored organizations.
i. Make a report to the district at its annual convention and such other reports as directed by the Governor or the District Board of Trustees.
j. Be a member of the Finance Committee.
k. Regularly review and advise the District Board of Trustees on the financial condition of the district and its sponsored organizations.
l. Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Governor or the District Board of Trustees.
m. Give bond for the faithful discharge of the duties of such office, in such amount and with such sureties as are required by the District Board of Trustees.

Section 9. Each Lieutenant Governor has the further duties and responsibilities:
a. Assist the Governor in the work of the district.
b. Represent the Governor and, under the direction of the Governor, supervise the district executive work in their respective divisions.
c. Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Governor or District Board of Trustees.
d. Serve as a member of the District Council.
e. Coordinate with Regional counterparts and committee members.
Section 10. In addition to the foregoing each Trustee shall have the following duties and responsibilities:
a. Attend the Board of Trustee meetings.
b. Serve and actively participate on the assigned District Board Committees, will Chair one committee per year if asked to do so by the Governor.
c. Serve as a counselor to the Region assigned and attend and assume responsibility for leading its regional conferences.
d. Represent and assist the Governor in his or her assigned Regions.
e. Attend International and District conventions and conferences.
f. Attend the training sessions for Trustee-Designate.
g. Assess the performance of Divisions and clubs within the assigned Region and report at Board meetings.
Perform such other duties and responsibilities as usually pertain to such officer or may be assigned by the Governor or the District Board of Trustees.
ARTICLE VI. BOARD OF TRUSTEES
Section 1. The Board of Trustees shall consist of the Governor, the Governor-elect, the Immediate Past Governor, one Trustee from each region, and the Secretary-Treasurer.
Section 2. The management and control of the affairs of the district not otherwise provided for in these Bylaws shall be vested in the District Board of Trustees, subject to the supervision and control of the International Board of Trustees.
Section 3. The District Board of Trustees shall hold at least four (4) meetings during each year, with one prior to October 31 at such time and place as designated by the Governor and another in connection with the district convention at such time and place as shall be determined by the Board. If the first meeting is held prior to October 1, any action taken shall become effective on October 1.
Section 4. A special meeting of the District Board of Trustees may be called by the Governor or two-thirds (2/3) of the members of the entire Board.
Section 5. The District Secretary shall notify each member of the District Board of Trustees and the International Secretary in writing of the time, place, and date of any meeting at least three (3) weeks in advance of the date of such meeting. The Board of Trustees may conduct business by any method that allows all participants to simultaneously communicate with one another. Participation in such meeting constitutes attendance. Normal board meeting rules and processes apply. If any vote taken verbally is unclear, it should be taken by roll call; however, only adoption or failure of the motion must be included in the minutes. If written votes are desired, they may be made by e-mail, fax, or postal mail within a designated period of time following the meeting, as determined by the board.
Section 6. In the absence of the Governor (or Acting Governor) from a meeting, the District Board of Trustees shall designate one of its members to act as chairman.
Section 7. One-half (1/2) of the total members of the District Board of Trustees shall constitute a quorum, and a majority vote of those present shall decide any question, with the exception of those questions for which a greater proportion is specifically required in these Bylaws.

Section 8. Within thirty (30) days after any special or regular meeting of the District Board of Trustees, the District Secretary shall make a written report, as approved by the Governor, providing a synopsis of the actions taken and transmit the report to the International Secretary. A copy of the report shall either be sent to the secretary of each chartered club within the district or be published in the next district bulletin.
ARTICLE VII. COMMITTEES

Section 1.
a. The titles, structure and duties of district standing committees shall be those defined by the International Board of Trustees and set forth in appropriate documents of Kiwanis International.

b. The titles, structure, and duties of the district standing committees are:
1) Youth Services. The Committee on Youth Services shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; shall become adapted to the social, economic, and moral demands which they may encounter, and shall develop ways and means of assisting in the guidance of youth in the selection of proper and suitable vocations, as well as other areas which the Committee may deem pertinent. It shall endeavor to inspire the clubs to an increasing participation in these activities, and shall make proposals to the clubs of means whereby such purposes may be accomplished.
(2) Circle K Clubs. The Committee on Circle K Clubs shall be appointed by the Governor-elect prior to the district Circle K Convention. The Committee shall be composed of at least five (5) members. The terms of office of the Committee shall begin April I after the conclusion of the Circle K Convention and continue through March 31 following the succeeding convention or until their successors shall be duly selected and qualified. Any action taken by the Committee between the date of appointment and October 1 shall be subject to the approval of the Governor and the district Board of Trustees. Should there be a vacancy in the Committee between the date of appointment and October 1, such vacancy shall be filled by the Governor-elect. The Committee shall serve at the pleasure of the Governor between the period of October 1 and the succeeding Circle K Convention. The Committee chair will be known as the District Administrator for Circle K Clubs.
The Committee shall be responsible for the proper carrying out of the Circle K District organization's administrative functions in accordance with the Kiwanis District Board's approval.
(3) Key Clubs. The Committee on Key Clubs shall be appointed by the Governor-elect prior to the district Key Club Convention. The Committee shall be composed of at least five (5) members. The terms of office of the Committee shall begin at the conclusion of the Key Club Convention and continue to the conclusion of the succeeding convention or until their successors shall be duly selected and qualified. Any action taken by the Committee between the date of appointment and October I shall be subject to the approval of the Governor and the district Board of Trustees.
Should there be a vacancy in the Committee between the date of appointment and October 1, such vacancy shall be filled by the Governor-elect. The Committee shall serve at the pleasure of the Governor between the period of October I and the succeeding Key Club Convention. The Committee chair will be known as the District Administrator for Key Clubs.
The Committee shall be responsible for the proper carrying out of the Key Club District organization's administrative functions in accordance with the Kiwanis District Board's approval.
(4) Builders Clubs. The Committee on Builders Clubs shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor. The Committee chair will be known as the District Administrator of Builders Clubs. The Committee shall assist Kiwanis clubs in establishing Builders Clubs in junior high/middle schools and shall promote the concept of continuing and effective sponsorship upon the part of the sponsoring Kiwanis club.
(5) Human and Spiritual Values. The Committee on Human and Spiritual Values shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall encourage the clubs to cooperate on broad nondenominational lines with local religious leaders and groups in creating a greater public consciousness of the importance of religious and spiritual values, and shall urge each of the members of clubs in the district to support by precept and example the work of the member's own church and community.
(6) Young Children: Priority One. The Committee on Young Children: Priority One shall be appointed by the Governor-elect prior to October I; shall commence serving on October I for a term of one (1)year; shall be composed of at least five(5) members; and shall serve at the pleasure of the Governor.
The Committee shall study, devise, and suggest methods and means to the clubs to assist them in implementing the Young Children: Priority One program of Kiwanis International. This committee is responsible for promoting and coordinating efforts to promote the Children's Miracle Network broadcast and support of children's hospitals that serve the District.
(7) Administration. The Committee on Administration shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall recommend programs and procedures providing for the effective administrative functioning of clubs. Areas of concern include club meeting programs, music, inter-club relations, fellowship, house and reception, as well as other areas which the Committee may deem pertinent, and shall make proposals to the clubs of means whereby such concerns may be implemented.
8) Achievement. The Committee on Achievement shall be appointed by the Governor-elect prior to October 1; shall commence serving on October I for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall encourage all Kiwanis clubs in the district to prepare and submit Annual Club Reports in accordance with the rules formulated by Kiwanis International, and shall select outstanding reports for appropriate recognition.
9) Convention. The Committee on Convention shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall assist the Board of Trustees in formulating the official program and order of business for the conventions of the district.
10) Finance and Fund Raising. The Committee on Finance and Fund Raising shall be composed of three (3) members, viz., the Secretary-Treasurer, the Governor-elect, and the Immediate Past Governor; and shall commence serving on October 1 for a term of one (1) year.
The Committee shall prepare a budget of estimated income and expenditures for submission to the Board of Trustees, and shall submit such other recommendations as may be requested by the Board of Trustees. The Committee shall also recommend to clubs ideas for local fund raising activities.
11) Laws and Regulations. The Committee on Laws and Regulations shall be composed of three (3) members, who may succeed themselves, if so appointed, in order that a degree of permanence may be achieved, appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; and shall serve at the pleasure of the Governor.

The Committee shall examine the district Bylaws and shall submit any recommendations concerning revisions thereof to the Board of Trustees, shall cooperate with the Board of Trustees in drafting proposed amendments authorized by the Board of Trustees, and shall make a report on all properly proposed amendments to the district Bylaws to be acted upon by any convention. The Committee shall also cooperate with the Board of Trustees in interpreting the spirit of the district Bylaws and in securing the proper observance of obligations, standards, and practices arising thereunder, including the adjustment of any grievances.
(12) Membership Growth and Orientation. The Committee on Membership Growth and Orientation shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall cooperate with all of the clubs in this district in order to assist them in maintaining an adequate membership of proper standards, in the proper orientation and induction of new members, in the utilization of all members, and in the promotion of the concept of regular attendance at club meetings.
(13) New Club Building. The Committee on New Club Building shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall study the opportunities for introducing Kiwanis into new communities located within the district, and shall stimulate and cooperate with chartered clubs of the district in their efforts to enlarge the field of Kiwanis service by the building of new clubs.
14) Past District Governors. The Committee of Past District Governors shall be composed of Past District Governors who are active or senior members of clubs within the district. A quorum of the Committee shall be a majority thereof. The Committee shall determine the method of selecting its chair, who shall serve at the pleasure of the Committee. The chair shall be selected at the Committee meeting at the Annual District Convention and shall not serve more than three consecutive years.
The Committee shall consider and report to the district Board of Trustees its conclusion on all matters referred to it. It shall initiate subjects for consideration and report to said Board its conclusions. A summary of its proceedings shall be provided to each member of the committee, and to the Governor and Secretary-Treasurer. The Committee shall meet at the time of the district convention and may hold other meetings at the call of the chair.
15) Public Relations. The Committee on Public Relations shall be appointed by the Governor-elect prior to October 1; shall commence serving on October I for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall concern itself with the material and the media by which the public shall receive a true knowledge of the ideals, objects, programs, and achievements of Kiwanis International, and of the district and the clubs thereof.
16) Resolutions. The Committee on Resolutions shall be appointed by the Governor-elect prior to October 1. The membership of the Committee shall be composed of at least five (5)
members, of which at least two (2) shall be past district officers and one (1) shall be a Past District Governor. The Committee shall commence serving on October 1 for a term of one (1) year; and
shall serve at the pleasure of the Governor.
The Committee shall consider resolutions submitted by the Board of Trustees of Kiwanis International, the Board of Trustees of the district, or by a chartered club, when submitted to the chair in writing thirty (30) days prior to the date of the annual district convention. The Committee shall also have the authority to originate resolutions and to modify, combine, and edit all resolutions submitted to it.
17) Promotion of Sponsored Youth. The Committee on Promotion of Sponsored Youth shall be appointed by the Governor-elect prior to October 1; shall commence serving on October 1 for a term of one (1) year; shall be composed of at least five (5) members; and shall serve at the pleasure of the Governor.
The Committee shall assist Kiwanis clubs in the establishing of Circle K Clubs in universities and colleges and in the establishing of Key Clubs in high schools throughout the district. It shall also be the Committee's responsibility to promote the concept of continuing an effective sponsorship of these two organizations upon the part of the sponsoring Kiwanis clubs.
(18) Kiwanis International Foundation. The Committee on Kiwanis International Foundation shall consist of one (1) member of a club of the district appointed by the Governor-elect prior to October I, who shall be known as the District chair of the Foundation; shall commence serving on October 1 for a term of one (1) year; and shall serve at the pleasure of the Governor.
The Committee shall act as a coordinator between the Kiwanis International Foundation and the divisions and clubs of the district, in cooperation with the Governor and all other district officers, especially the lieutenant governors who shall act as an alter ego of the District Chair of the Foundation within their respective divisions, all toward the promotion of the foundation's projects and programs.
(19) Past Lieutenant Governors. The Committee of Past Lieutenant Governors (also known as the Past Lieutenant Governors Council) shall be composed of Past Lieutenant Governors who are active or senior members of clubs within the district, and who subscribe to membership on the Committee. The Committee shall determine its rules for internal management and method of selecting its chair and members to fill other offices, who shall serve at the pleasure of the Committee. The Committee shall submit the names of the chair and of members holding other offices so selected to the Governor-elect prior to October I.
The Committee shall consider and report to the district Board of Trustees its conclusions on all matters referred to it. It shall initiate subjects for consideration and report to said Board its conclusions. The Committee may promote and support projects in Kiwanis service. A summary of its proceedings shall be provided each member of the Committee, and the district Governor and Secretary-Treasurer. The Committee shall meet at the time of the district convention and may hold other meetings at the call of the chair.

(20) The Committee on the Earl Collins Kiwanis Foundation of the Missouri-Arkansas District of Kiwanis International (also known as the Earl Collins Foundation). The Committee on the Earl Collins Foundation shall be appointed by the Governor for a term of one (1) year; shall consist of at least three (3) members; and shall report to and serve at the pleasure of the Governor.
The Committee shall provide coordination between the district and the Earl Collins Foundation, bringing concerns of the district to the attention of the officers and the Board of Trustees of the Foundation, and reporting matters of concern to the Foundation to the district Governor and Board of Trustees, At least one member of the Committee shall attend meetings of the Board of Trustees of the Foundation.
Section 2. Each standing committee shall at all times cooperate with the appropriate Committee of Kiwanis International and promote programs suggested by the Committee among the clubs of the district.
Section 3. Subject to the approval of the District Board of Trustees, special committees may be appointed by the Governor and shall perform such duties as may be defined in their creation.
Section 4. All committee members shall be subject to removal by the Governor.
ARTICLE VIII. CONVENTIONS AND DISTRICT COUNCIL
Section 1. The annual convention of the district shall be held at such place and date, between March 15 and September 15, as shall be mutually agreed upon by the District Board of Trustees and the International Board of Trustees, except that no district convention shall be held within the period of thirty (30) days prior to, during, or thirty (30) days following the Convention of Kiwanis International. In determining the location of an annual convention, the District Board of Trustees may be guided and advised by the majority vote of the qualified delegates present and voting at an annual convention.
Section 2.
a. An invitation from any chartered club for holding an annual convention in its city shall be delivered in writing to the District Secretary.
b. The District Secretary will present all bids for future conventions to the District Board at the District Convention for consideration and selection. Whenever possible conventions should alternate between Missouri and Arkansas. The board will give preference to maintaining the rotation if bids are submitted from both states for a particular year and the bids are reasonably equal. Convention sites will be selected in calendar order and every effort will be made to make the selections at least three years in advance. In the event multiple clubs submit bids for a particular year from the same state, selection by the board will be based on quality and adequacy of facilities and cost to both the District and individuals for meals and rooms.
. The District Secretary is designated as the Convention Manager. He/She is responsible for negotiating and signing all contracts between the District and convention facilities. He/She will coordinate with the local host committee and the Governor on all matters involving planning and expenditure of funds for all conventions and conferences.
Section 3. Special conventions of the district shall be called by the Governor upon the request of a majority of the chartered clubs in good standing, or upon the request of three-fourths (3/4) of the members of the District Board of Trustees.
Section 4. The District Secretary shall send to each chartered club and to the International Secretary an official call to the annual convention at least sixty (60) days prior to the date of the convention, and an official call for any special convention at least thirty (30) days prior to the date of such convention. The District Board of Trustees shall have full supervision and management of all conventions.
Section 5. For each convention, the Governor shall appoint a Committee on Credentials and a Committee on Elections, each to consist of at least three (3) members. All members of the Committee on Elections shall be delegates or delegates-at-large.
Section 6. At any convention, each chartered club in good standing in the district shall be entitled to three (3) delegates, one of whom shall be the president-designate. At the time of the selection of delegates for the convention, each chartered club may choose one (1) alternate for each delegate, including the president-designate. If a chartered club in good standing in the district does not have a delegate for a convention, a Past Lieutenant Governor in good standing as an active, privileged or senior member of the same division, duly elected by the chartered club, may represent that club as a delegate.
Section 7. Official delegates of a newly organized Kiwanis club shall be granted full privileges at district conventions if the charter has been issued by Kiwanis International, whether or not it has been formally presented to such club.
Section 8. The delegates and their alternates shall be active or senior members in good standing of the chartered clubs they represent, an shall be elected by such clubs not less than thirty (30) days prior to the date of the annual convention or less than fifteen (15) days prior to the date of any special convention. Their election shall be evidenced by a certificate to the District Secretary duly authenticated by the president and secretary of the club. Should any chartered club fail to so certify the election of its delegates and alternates, then the Committee on Credentials shall have the right to determine the seating of the delegates or alternates for such chartered club.
Section 9. The elective officers including the lieutenant governors, past lieutenant governors, the district chairs of standing and special committees, the Secretary-Treasurer, and Past Governors of the district who are active, privileged or senior members of a club of the district shall be delegates-at-large to all conventions.
Section 10. Each accredited delegate and delegate-at-large present shall be entitled to vote on each question submitted to any convention. There shall be no voting by proxy or absentee ballot. To be accredited, a delegate or delegate-at-large must be certified according to the provision of these Bylaws and must have paid a convention registration fee, if such is required.
Section 11. The convention may propose, discuss, and adopt resolutions, and recommend matters or concerns to Kiwanis International. The convention shall also consider and act upon matters submitted to it by Kiwanis International.

Section 12. In the absence of the Governor (or Acting Governor) from any convention of the district, the District Board of Trustees shall designate the Governor-elect, Immediate Past Governor, or a current Trustee to act as chairman.

Section 13. The District Officers, District Board of Trustees and the Lieutenant Governors shall comprise the District Council. The District Council will meet two (2) times each year, once at the Mid-winter Conference and once at the District Convention. The District Council will meet to hear reports from the Lieutenant Governors on the status of their divisions and the clubs within their divisions.
Section 15. Within thirty (30) days after any convention, the District Secretary shall make a written report, as approved by the Governor, providing a synopsis of the actions taken and shall transmit the report to the International Secretary. A copy of the report shall either be sent to the secretary of each chartered club within the district or be published in the next district bulletin.
Section 16. In the event that in any year the District Board of Trustees shall determine by resolution that there exists a condition of emergency in the district that compels cancellation of the annual district convention, the Board shall then establish procedures to transact any and all business that would normally be transacted by and at such convention. The preference will be to call a council meeting to be held during the period provided for district conventions. Such council shall be comprised of the Board and other persons having the status of delegates-at-large to all district conventions.
ARTICLE IX. CONVENTION PROCEDURE
Section 1. The official program of a convention as approved by the District Board of Trustees shall be the order of the day for all sessions. Changes in the program may be made from time to time by a majority vote of the delegates and delegates-at-large present and voting.
Section 2.
a. Proposed resolutions may be submitted by majority vote of a club's board of directors to the District Secretary not less than 30 days* prior to the date of the district convention. Proposed resolutions may also be submitted by the District Board of Trustees or originated by the Committee on Resolutions.
*Note—Insert not less than thirty (30) and not more than sixty (60) days.
b. All proposed resolutions shall be referred to the Committee on Resolutions for its consideration and recommendation to the convention. No resolutions other than those so submitted to or originated by the Committee on Resolutions shall be considered, unless consideration thereof shall be recommended by two-thirds (2/3) vote of the District Board of Trustees. Debate on such resolutions shall not be in order until they have been reported out by the Committee on Resolutions or the Board.

Section 3. Reports of committees, resolutions, and all motions, except those that are "undebatable," may be debated upon the floor of the convention unless, by a two-thirds (2/3) vote, the house of delegates decides to dispose of them without debate. No Kiwanian shall speak longer than five (5) minutes at one time, except as provided in the order of the day by majority vote. The members of the Committee on Resolutions shall have the privilege of the floor during the time that the resolutions are being considered by the delegate body, but no member of the Resolutions Committee shall have the right to vote on the resolutions, unless said member is an accredited delegate.
ARTICLE X. NOMINATION AND ELECTION OF OFFICERS

Section 1. Election of Governor and Governor-Elect
a.The election of the Governor and Governor-elect shall be held at the annual convention. The District Secretary-Treasurer who is to assume office on October 1 shall be appointed by the Board of Trustees-designate after they are officially installed at the District Convention.

a. (Vacated)

c. The official program of the annual convention shall indicate the time and place of the election of officers.
d. The nominating and election procedure for officers to be elected at the annual convention shall be as follows:*
(1) Each candidate for office shall be endorsed for the desired office prior to their election by a club in which the candidate is a member.
(2) The Governor-elect shall be the sole candidate for the office of Governor.
(3) All candidates for the offices of Governor and Governor-elect must submit written notice of candidacy to the District Secretary no later than the beginning of the first business session of the annual convention. At that session, the secretary shall make a report of the candidates giving such notice. All candidates for the office of Governor-Elect shall submit a signed agreement to Kiwanis International to fulfill their duties. Each candidate for Governor and Governor-elect shall have a clear criminal history background check conducted and verified by Kiwanis International.
(4) A majority of all valid votes cast for each position shall be necessary for the election of the Governor and Governor-elect. In the event that any ballot cast for Governor or Governor-elect or does not show a majority for any nominee for the foregoing offices, the Governor 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 a nominee shall have received a majority of all valid votes cast.
*Note—If the district elects to have a nominating conference, request suggested procedures from Kiwanis International to amend these Bylaws to include a nominating conference.
e. The voting shall be by ballot only where there are two (2) or more candidates for the same office. Only accredited delegates or delegates-at-large shall be allowed to vote. There shall be no voting by proxy or absentee ballot.
f. Nothing in this Article shall be construed as limiting the right to make further nominations from the floor of the convention.
g.Cumulative voting shall not permitted.

Section 2.
a. Before the election, the District Secretary shall make available to the Committee on Elections a list of the delegates and delegates-at- large as shown by the report of the Committee on Credentials.
b. The Committee of Elections shall have general charge of the election and of distributing and counting the ballots.
c. The Committee on Elections shall report promptly to the convention the results of the balloting and the report shall be signed by a majority of the committee.

Section 3. Election of Trustees

a. The Trustee of each region shall hold, not later than the second week in April preceding the expiration of his/her term, a Regional Meeting for the purpose of electing a Trustee. The time and place of this Regional Meeting shall be designated by the Trustee. Written notice shall be sent, not later than thirty (30) days prior to the conference, to the lieutenant governors and lieutenant governors-elect of each division in the region and the president of each club of the region, and to all Past Governors, Past Trustees, and Past Lieutenant Governors of that region who are active or senior members of a club in the division.

b. The delegates of the Regional Meeting shall be the president, president-elect, and immediate past president of each club in the region, or their duly elected alternates, and the Lieutenant Governor from each division in the Region. There shall be no voting by proxy or absentee ballot, and each delegate shall have one vote.
c. One-third (1/3) of the clubs of the region shall constitute a quorum at the conference, and each club shall have one (1) vote for each delegate present. The Trustee, Past Governors, Past Trustees, and Past Lieutenant Governors in attendance at the conference shall have the privilege of the floor without the right to vote unless they are elected as a delegate from their home club. In the event of a tie vote, the Trustee shall be entitled to vote.

d. The current Trustee shall be chairman of the Regional Meeting or in his/her absence, his/her immediate predecessor, and so on. In the absence of a past Trustee, the Regional Meeting shall elect one of its members as chairman. The Regional Meeting shall elect one of its numbers as secretary, and such tellers as may be necessary.

e. Upon completion of organization as above outlined, the Regional Meeting shall proceed to elect a Trustee. Nominations may be made from the floor at the Meeting. Each candidate for Trustee shall have filed the appropriate nomination form and assurance forms with the District Office by March 1. No person shall be submitted to the conference as a candidate for Trustee without the consent of said person first being obtained. When more than one (1) name is presented to the conference, a ballot vote shall be taken. The person receiving a majority of the valid votes cast shall be declared elected. If no one candidate receives a majority, the voting shall be repeated after dropping the candidate receiving the fewest votes each time until one candidate receives a majority vote.

f. The Regional Meeting shall, in the consideration of all names presented, be guided by the principles, traditions and precedents of Kiwanis International in its election of officers, and particularly consider the ability, service and Kiwanis experience of a proposed candidate.

g. The Trustee or Chairman shall certify the results of the election to the District Secretary-Treasurer and Kiwanis International immediately following the Regional Meeting. A Trustee-designate is not a district officer.


Section 4. Election of Lieutenant Governor

a. The Lieutenant Governor of each division shall hold, not later than the second week in April, a conference for the purpose of electing a Lieutenant Governor and a Lieutenant Governor-elect. The time and place of this division conference shall be designated by the Lieutenant Governor. Written notice shall be sent, not later than ten (10) days prior to the conference, to the president of each club in the division, and to all Past Governors and Past Lieutenant Governors of that division who are active or senior members of a club in the division.
b. The personnel of the division conference shall be the president and immediate past president of each club in the division or their duly elected alternates, the Lieutenant Governor of the division, and all Past Governors and Past Lieutenant Governors of that division who are still active, senior, or privileged members of a club in the division.
c. The representatives present, representing not less than two-thirds (2/3) of the clubs of the division, shall constitute a quorum at the division conference, and each club shall have one (1) vote for each representative present. The Lieutenant Governor and the Past Governors and Past Lieutenant Governors in attendance at the conference shall have the privilege of the floor without the right to vote, except in the event of a tie vote, in which case the Lieutenant Governor shall be entitled to vote.
d. The Immediate Past Lieutenant Governor shall be chairman of the division conference or, if absent, the immediate predecessor, and so on. In the absence of a Past Lieutenant Governor, the conference shall elect one of its members as chairman. The conference shall elect one of its member as secretary, and such tellers as may be necessary.
e. Upon completion of organization as above outlined, the division conference shall proceed to elect a Lieutenant Governor and a Lieutenant Governor-elect. The Lieutenant Governor-elect shall be the sole candidate for the office of Lieutenant Governor. However, nothing shall preclude additional nominations from the floor.
A majority of all valid votes cast for each office shall be necessary for elections. In the event that no candidate receives a majority of valid votes cast, a new election shall take place immediately, and the person receiving the fewest number of votes shall be eliminated. This procedure shall be followed until one (1) person receives a majority vote. No person shall be submitted to the conference as a candidate for Lieutenant Governor or Lieutenant Governor-elect without the consent of said person first being obtained. Each candidate for Lieutenant Governor shall give assurances of a willingness and ability to carry out the duties and responsibilities of the office of Lieutenant Governor, to attend the leadership education conferences, and to officially visit the clubs of the division.
f. A Lieutenant Governor-elect is not a district officer.
g. The division conference shall be guided by the principles, traditions, and precedents of Kiwanis International in its election of officers, and particularly consider the ability, service, and experience in Kiwanis of a proposed candidate.
h. The Lieutenant Governor shall certify the results of the election to the District Secretary and Kiwanis International immediately following the division conference.
ARTICLE XI. VACANCIES IN OFFICE

Section 1. In the event of a vacancy in the office of Governor, during an administrative year, by a two-thirds (2/3) vote of the entire District Board of Trustees, the Board shall elect a Past Governor, a Trustee, or a past Trustee, or Lieutenant Governor, or Past Lieutenant Governor who is an active or senior member of a Kiwanis club in the district to become Governor for the unexpired term.

Section 2. In the event of vacancy in the office of Governor-elect during an administrative year, the vacancy for the unexpired term shall be filled by the District Board of Trustees, by a two-thirds (2/3) vote of the entire District Board, from the Trustees or past Trustees, or Lieutenant Governors, or Past Lieutenant Governors who are active or senior members of Kiwanis clubs in the district.
Section 3. In the event of a vacancy in the office of Secretary-Treasurer during an administrative year, the Governor shall appoint a qualified member of a chartered club of the district to fill that office for the unexpired term. This appointment shall be subject to the approval of the District Board of Trustees at its next meeting.

Section 4. In the event of a vacancy in the office of Trustee, the vacancy shall be filled as follows:
a. If the term has one year or less remaining, a qualified member from a club in the same region shall be elected by a 2/3 vote of the District Board of Trustees to serve the remaining term;
b. If the term has more than one year remaining, the district shall notify the clubs in the affected region that a replacement Trustee may be elected by a regional conference to be held within sixty (60) days from the date of such vacancy. In the absence of a replacement being elected by a regional conference, a qualified member of a club in the same region shall be elected by a 2/3 vote of the District Board of Trustees.
Section 5. In the event of a vacancy in the office of Lieutenant Governor during an administrative year, the Governor shall notify the presidents of the affected division that a replacement Lieutenant Governor may be elected by a conference of the division within thirty (30) days from the date of such vacancy. In the absence of a replacement being elected by a division conference, the Governor shall appoint a qualified member of a chartered club in the same division to fill the office for the unexpired term, which appointment shall be subject to the approval of the District Board of Trustees at its next meeting.
Section 6. In the event after election and before October 1 of disability or inability of the district officer to serve for the year for which elected, the District Board of Trustees-designate for said year shall proceed forthwith to appoint to elect the successor in the manner provided for filling vacancies in office during the administrative year. The Governor-designate shall give reasonable notice of the time and place of such election and, if absent or disabled, the Governor of the district shall act.

Section 7. In the event that the Governor is temporarily incapacitated and is unable to discharge the duties of the office, the District Board of Trustees shall elect, by a two-thirds (2/3) vote of the entire District Board, a Past Governor, Trustee, or past Trustee who is an active or senior member of a Kiwanis club in the district to become Acting Governor until the Governor is able to resume the duties of the office. While the Governor is incapacitated, the Acting Governor shall be the executive officer of the district and shall have all the duties, responsibilities, and authority given to the Governor by these Bylaws and the Bylaws of Kiwanis International. If, after a period of sixty (60) days, it appears to the Board that the Governor continues to be incapacitated and is not able to resume the duties and responsibilities of office, the Board may declare the office of Governor vacant and the vacancy shall be filled in accordance with the provisions for filling vacancies in such office as contained in these by-laws.
ARTICLE XII. REMOVAL OF OFFICERS
Section 1. Whenever it shall appear to the Governor or a majority of the District Board of Trustees that an officer may be engaging in conduct unbecoming a Kiwanian or is failing to perform the duties of that office, the District Board shall give written notice of the alleged facts to the officer within thirty (30) days.
A special meeting of the Board to consider the alleged facts shall be held within 35 days thereafter, with at least 21 clear days written notice being given to all members of the Board of such meeting. Service of such notice shall be deemed effective five (5) days after such notice is mailed. In the event that the Board, by two-thirds (2/3) vote of the entire Board, finds the officer has engaged in conduct unbecoming a Kiwanian or is not performing the duties of such office and declares such office vacant, a new officer to fill such vacancy shall be elected or appointed forthwith as provided in these bylaws.

Section 2. Whenever a district officer is removed from office for reasons involving conduct unbecoming a Kiwanian or failure to perform the duties of office or resigns from office, that person may be declared by the district board to be ineligible to hold a district office or appointment.


ARTICLE XIII. PUBLIC ACTIVITIES

Section 1. The district may, from time to time, express by proper means its attitude on questions of public importance and any proposed legislation affecting communities within the territory of the district, provided that no Kiwanis clubs outside the district are affected by the same.

Section 2. When Kiwanis clubs outside the district are affected by any such public question or proposed legislation, before expressing an opinion, the district shall refer the matter, with its recommendation, to the International Board of Trustees. Upon approval of the recommendation by the International Board, the district may publicly express its opinion through legal and proper means.

Section 3. The district shall not be used in any way for political purposes, nor shall it as a district actively participate in the political candidacy of any person.

Section 4. Notwithstanding Sections 1, 2, and 3 above, no substantial part of the activities of the district shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the district shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.


ARTICLE XIV. REVENUE

Section 1. Each member club shall pay to the district for each of its members, with the exception of honorary members, an amount determined by the Board of Trustees as the subscription price of the district bulletin and an amount determined by the Board of Trustees as dues. Each member club also shall pay an annual district convention fee to the district for each of its members in an amount determined by the Board of Trustees. The total amount shall be due annually on October 1, payable not later than sixty (60) days thereafter, and is to be based upon the annual membership report of the respective clubs to Kiwanis International as of September 30. The total amount shall include all district charges other than the new member add fee and registration fees for district conventions or conferences.


PROVISO: Between October 1, 2010, and October 1, 2012:

For clubs organized between September 1 and December 31:
For the year 2010-11, payment shall be based on the club roster as of September 30, 2010, and shall be due October 1, 2010, and payable no later than November 30, 2010.

For clubs organized between January 1 and April 30:
For the year 2010-11, payment shall be based on the club roster as of Sept. 30, 2010, and shall be due December 1, 2010, and payable no later than January 31, 2011;
For the year 2011-12, payment shall be based on the club roster as of September 30, 2011, and shall be due October 1, 2011, and payable no later than November 30, 2011.

For clubs organized between May 1 and August 31:
For the year 2010-11, payment shall be based on the club roster as of Sept. 30, 2010, and shall be due February 1, 2011, and payable no later than March 31, 2011;
For the year 2011-12, payment shall be based on the club roster as of Sept. 30, 2011, and shall be due December 1, 2011, and payable no later than January 31, 2012;
For the year 2012-13, payment shall be based on the club roster as of September 30, 2012, and shall be due October 1, 2012, and payable no later than November 30, 2012.

Section 2. A fee for each new member based on a percentage of the district dues shall be paid to the district on the following graduated scale, rounded to the nearest dollar:
• Official join date between October 1 and December 31: 100%;
• Official join date between January 1 and March 31: 75%;
• Officlal join date between April 1 and June 30: 50%;
• Official join date between July 1 and September 30: 25%.

Section 3. A club shall be relieved of the obligation to pay District dues for any club members for a period of two (2) years from the date of joining the club, provided such member was a former member of Key Club or CKI. However, fees for the district bulletin and district convention shall remain payable for such members.

Section 4. The dues to be paid to the district by any new club admitted to membership during any fiscal year shall be due and payable on October 1 of the administrative year following the year the club is officially chartered by Kiwanis International.

Section 5. No financial obligation other than the revenues provided in this Article shall be placed upon the clubs by the district, except:

a. by a two-thirds (2/3) vote of the delegates at a convention; or

b. by a two-thirds (2/3) vote upon a referendum submitted to all clubs of the district, and with the approval of the International Board of Trustees.

Section 6. Without the specific approval of the Board of Trustees, the district shall not accept any contributed funds designated to be used for charitable, educational, religious or eleemosynary purposes. The district shall encourage support of the purposes and objectives of and contributions to the Earl Collins Kiwanis Foundation of the Missouri-Arkansas District of Kiwanis International.

Section 7. The annual per-member convention fee shall be maintained in a separate Convention Fund. Monies from this fund shall be expended solely upon approval of the Board of Trustees and used primarily for authorized district convention and Mid-winter Conference expenses.

ARTICLE XV. FINANCE
Section 1. The fiscal year of the district shall begin on October 1 and terminate on the following September 30.
Section 2. Not later than October 15, the District Board of Trustees shall approve a balanced budget of estimated revenues and expenses, including capital expenditures, for the year.
Section 3. The books of account of the district shall be examined at least once each administrative year by a qualified individual or company selected by the District Board of Trustees. The individual(s) selected shall be qualified to perform such examination in their respective state(s). A copy of the financial report shall be sent to the Executive Director of Kiwanis International by March 31 and to members of the current District Board of Trustees.
Section 4. The District Board of Trustees shall determine the official depository or depositories and shall designate those persons who shall sign checks.
Section 5. The necessary traveling expenses of all district officers when engaged in the business of the district may be paid by the district in accordance with the provisions of the budget.
Section 6. The necessary expenses of the Governor incurred in attending the Convention, Council, and any conference of Kiwanis International may be paid by the district.
ARTICLE XVI. NATIONAL OR LOCAL REQUIREMENTS
Section 1. Provisions required by national or local laws are as follows [list provisions, if any]
ARTICLE XVII. OTHER AUTHORITIES
Section 1. For authority on all matters not specifically covered by these Bylaws, the following documents, current or as amended in the future, shall be consulted in order of priority to determine such matters:
First, Kiwanis International Bylaws;
Second—Kiwanis International Policies and Procedures.
ARTICLE XVIII. PARLIAMENTARY AUTHORITY
Section 1. "Robert's Rules of Order Newly Revised" shall be the parliamentary authority for all matters of substance or procedure not specifically covered in these Bylaws.

ARTICLE XIX. AMENDMENTS
Section 1. Amendments to these Bylaws, if in conformity with the Bylaws of Kiwanis International, may be adopted by a two-thirds (2/3) vote of the delegates and delegates-at-large voting at any convention. Proposed amendments, which shall be submitted only by a club in good standing or by the District Board of Trustees, shall be received by the District Secretary at least sixty (60) days prior to the date of the convention. The Secretary shall send a copy of all proposed amendments to the secretary of each chartered club not less than thirty (30) days prior to the date of the convention.
Section 2. If these bylaws are in conflict with the Kiwanis International Bylaws, current or as amended in the future, this district shall amend these Bylaws to bring them into conformity with the Kiwanis International Constitution and Bylaws.
ARTICLE XX. SEVERABILITY
Section 1. In the event that any provision of these Bylaws is held invalid, all other provisions shall remain in effect.

ARTICLE XXI. APPROVAL OF KIWANIS INTERNATIONAL
Section 1. These Bylaws and all amendments or additions, including any districting, redistricting, or grouping of clubs, shall not be effective unless approved by the International Board of Trustees.



Adopted by the Missouri-Arkansas District of APPROVED BY KIWANlS INTERNATIONAL:
Kiwanis International:
With Amendments through August 6, 2011

Barbara Thompson, Governor