TO: Recipients of the Minutes of the January 15-16, 2020, Meeting of the Kiwanis International Board of Trustees
Attached are the proposed minutes of the January 15-16, 2020, meeting of the Kiwanis International Board of Trustees. They are also located on the Kiwanis website.
These minutes will become "official" when approved by the Board of Trustees at its next scheduled meeting February 19, 2020, via GoToMeeting.
Sincerely,
Stan Soderstrom Executive Director
SDS/dap
Enclosures
TABLE OF CONTENTS MINUTES OF THE MEETING OF KIWANIS INTERNATIONAL BOARD OF TRUSTEES January 15-16, 2020 TAB REPORT OF THE PRESIDENT------1 01 REPORT OF THE PRESIDENT-ELECT ------1 02 REPORT OF THE VICE PRESIDENT ------1 03 REPORT OF THE EXECUTIVE DIRECTOR ------1 04 REPORT OF THE BOARD COUNSELOR TO CIRCLE K INTERNATIONAL ------1 05 REPORT OF THE BOARD COUNSELOR TO KEY CLUB INTERNATIONAL ------1 06 APPROVAL OF SEPTEMBER 30-OCTOBER 5, 2019 MINUTES ------1 07 ADMINISTRATIVE ACTION REPORT ------2 08 REPORT OF THE BOARD COMMITTEE ON AUDIT AND FINANCE ------2 09 ACCEPTANCE OF 2018-19 CONSOLIDATED AUDIT REPORT (KIWANIS, CIRCLE K, KIWANIS YOUTH PROGRAMS, AND KIWANIS CHILDREN’S FUND) ------2 APPROVAL OF 2019-20 AUDITORS (KIWANIS, CIRCLE K, KIWANIS YOUTH PROGRAMS, AND KIWANIS CHILDREN’S FUND) ------2 REPORT OF THE EXECUTIVE COMMITTEE ------3 10 RATIFICATION OF THE CREATION OF A BOARD COMMITTEE ON RISK MANAGEMENT ------3 KIWANIS ALCOHOL POLICY AND PROCEDURES ------3 REPORT OF BOARD COMMITTEE ON LEADERSHIP DEVELOPMENT AND EDUCATION ------3 11 REPORT OF BOARD COMMITTEE ON MEMBERSHIP------4 12 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – AUSTRALIA DISTRICT ------4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – JAPAN DISTRICT ------4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – PHILIPPINE LUZON ------4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (GROWTH EFFORTS) ------4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (GROWTH INITIATIVES) ------4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (PUBLIC RELATIONS AND MARKETING) ------5 TAIWAN DISTRICT REQUEST TO ATTACH CAMBODIA CLUB ------5 REPORT OF BOARD COMMITTEE ON PUBLIC RELATIONS, IMAGE AND MARKETING ------5 13 REPORT OF THE BOARD COMMITTEE ON RISK MANAGEMENT ------5 14 APPROVAL OF AMENDMENTS TO KIWANIS INTERNATIONAL’S YOUTH PROTECTION POLICIES AND PROCEDURES ------5 REPORT OF THE BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS ------7 15 APPROVAL OF CHANGES TO THE CIRCLE K INTERNATIONAL POLICY CODE ------7 OTHER BUSINESS ------7 REPORT OF THE RESOLUTIONS AND BYLAWS COMMITTEE ------7 16 REPORT OF THE GOVERNANCE COMMITTEE ------7 17 POLICY AND PROCEDURE REVISIONS FOR REDESIGNATION OF KIWANIS INTERNATIONAL OFFICERS ------8 18 NEXT BOARD MEETING – FEBRUARY 19, 2020 ------8
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MINUTES OF THE
MEETING OF THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES
January 15-16, 2020
The meeting of the Board of Trustees of Kiwanis International convened via GoToMeeting, January 15-16, 2020. Those present were: Daniel Vigneron, President; James M. Rochford, Immediate Past President; Arthur N. Riley, President-Elect; Peter J. Mancuso, Vice President; Stan D. Soderstrom, Executive Director; Trustees Katrina J. Baranko, Greg Beard, Gunnsteinn Björnsson, Gary Cooper, George R. Delisle, Elio Garozzo, Charles Gugliuzza, Tony Gunn, David W. Hurrelbrink, Richard G. Olmstead, Jr., Ernest Schmid, Sam Sekhon, and Cathy Szymanski. Absent: Chian Chu-Ching and Ronald E. Smith.
The meeting was called to order by President Daniel Vigneron on Thursday, January 16, 2020 at 9:00 a.m. (EST).
The following reports were received:
REPORT OF THE PRESIDENT The Report of the President, Daniel Vigneron, is attached as Tab 01.
REPORT OF THE PRESIDENT-ELECT The Report of the President-Elect, Arthur N. Riley, is attached as Tab 02.
REPORT OF THE VICE PRESIDENT The Report of the Vice President, Peter J. Mancuso, is attached as Tab 03.
REPORT OF THE EXECUTIVE DIRECTOR The Report of the Executive Director, Stan D. Soderstrom, is attached as Tab 04.
REPORT OF THE BOARD COUNSELOR TO CIRCLE K INTERNATIONAL The Report of the Board Counselor to Circle K International, Katrina Baranko, is attached as Tab 05.
REPORT OF THE BOARD COUNSELOR TO KEY CLUB INTERNATIONAL The Report of the Board Counselor to Key Club International, George R. Delisle, is attached as Tab 06.
GENERAL CONSENT ITEMS
Upon motion duly made by Trustee Cathy Szymanski, and seconded, the following recommendations were adopted:
APPROVAL OF SEPTEMBER 30-OCTOBER 5, 2019 MINUTES
That the Kiwanis International Board approves the minutes of the Board meeting held September 30-October 5, 2019, in Indianapolis, Indiana, USA, as shown in Tab 07. ADMINISTRATIVE ACTION REPORT
That the Kiwanis International Board approves the Administrative Action Report, as shown in Tab 08.
2019-20 KIWANIS INTERNATIONAL COMMITTEE UPDATES
That the Kiwanis International Board approves updates to the membership of the 2019-20 Kiwanis International Committees as follows: • Leadership Advisory Task Force Team on Leadership Roles and Education: Vicki Frucci replaces Donna Parton as Chair • Leadership Advisory Task Force Team on Visionary Leadership: new member Peter Wüllenweber
APPOINTMENT OF 2020-21 KIWANIS INTERNATIONAL BOARD COUNSELORS TO CIRCLE K INTERNATIONAL AND KEY CLUB INTERNATIONAL
That the Kiwanis International Board approves the appointment of Cathy Szymanski as 2020- 21 Kiwanis International Board Counselor to Circle K International, and Gary Cooper as 2020-21 Kiwanis International Board Counselor to Key Club International.
REPORT OF THE BOARD COMMITTEE ON AUDIT AND FINANCE
The Report of the 2019-20 Board Committee on Audit and Finance, Greg Beard, Chair, was presented. (Tab 09)
ACCEPTANCE OF 2018-19 CONSOLIDATED AUDIT REPORT (KIWANIS, CIRCLE K, KIWANIS YOUTH PROGRAMS, AND KIWANIS CHILDREN’S FUND)
Upon recommendation of the Board Committee on Audit and Finance, it was moved and adopted:
That the Kiwanis International Board accepts the 2018-19 consolidated audit report for Kiwanis International, Circle K International, Kiwanis Youth Programs and Kiwanis Children's Fund and the related Audit Committee Letter.
APPROVAL OF 2019-20 AUDITORS (KIWANIS, CIRCLE K, KIWANIS YOUTH PROGRAMS, AND KIWANIS CHILDREN’S FUND)
Upon recommendation of the Board Committee on Audit and Finance, it was moved and adopted:
That the Kiwanis International Board selects BKD, LLP as auditors for Kiwanis International, Circle K International, Kiwanis Youth Programs, and Kiwanis Children’s Fund for the 2019- 20 administrative year.
This completed the Report of the Board Committee on Audit and Finance.
2 REPORT OF THE EXECUTIVE COMMITTEE
The Report of the 2019-20 Executive Committee, Daniel Vigneron, Chair, was presented. (Tab 10)
RATIFICATION OF THE CREATION OF A BOARD COMMITTEE ON RISK MANAGEMENT
Upon recommendation of the Executive Committee, it was moved and adopted:
That the Kiwanis International Board ratifies the Executive Committee’s creation of a Board Committee on Risk Management, effective December 31, 2019, as codified below in new Procedure 102.7 – Risk Management:
102.7 – Risk Management
The Board Committee on Risk Management shall be responsible for considering and advising the Board on matters related to risk and liability including but not limited to youth protection, data protection, compliance with Kiwanis International policies and procedures, trademark and copyright protection, organizational structure, general liability insurance claims and other matters. The committee shall provide quarterly reports and updates to the Board on these matters. The committee shall consist of the members of the Executive Committee.
KIWANIS ALCOHOL POLICY
Upon recommendation of the Executive Committee, it was moved and adopted:
That the Kiwanis International Board modifies Policy C. 6. Alcohol Guidelines, effective April 1, 2020, to strengthen the restrictive language as follows:
C. GENERAL 6. - Alcohol Guidelines Alcohol may be served or consumed at Kiwanis events in a legal and responsible manner, provided such serving or consumption is done in accordance with the customs and applicable laws where the club or other Kiwanis entity is located, and an adequate risk management program (to include liability insurance and adherence to legal requirements) is in place. (10/83) (1/13)
This completed the Report of the Executive Committee.
REPORT OF BOARD COMMITTEE ON LEADERSHIP DEVELOPMENT AND EDUCATION
The Report of the 2019-20 Board Committee on Leadership Development and Education, Arthur N. Riley, Chair, was presented. (Tab 11)
No action was taken.
This completed the Report of the Board Committee on Leadership Development and Education.
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REPORT OF BOARD COMMITTEE ON MEMBERSHIP
The Report of the 2019-20 Board Committee on Membership, Charles Gugliuzza, Chair, was presented. (Tab 12)
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – AUSTRALIA DISTRICT
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Australia District in the amount of US$3,000 for growth, marketing and education efforts.
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – JAPAN DISTRICT
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Japan District in the amount of US$5,000 for a Service Leadership Programs (SLP) education conference within the district.
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – PHILIPPINE LUZON
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Philippine Luzon District in the amount of US$10,000 for leadership education within the district.
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (GROWTH EFFORTS)
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Malaysia District in the amount of US$6,000 for growth efforts.
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (GROWTH INITIATIVES)
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Malaysia District in the amount of US$6,000 for growth initiatives within the district.
4 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – MALAYSIA DISTRICT (PUBLIC RELATIONS AND MARKETING)
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board recommends that the request from the Malaysia District for a grant to allow all district clubs to have their own portals be forwarded to the Board Committee on Public Relations, Image and Marketing for further consideration.
TAIWAN DISTRICT REQUEST TO ATTACH CAMBODIA CLUB
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the attachment of the Kiwanis Club of Metro Phnom Penh (KCMPP) in Cambodia to the Taiwan District.
This completed the Report of the Board Committee on Membership.
REPORT OF BOARD COMMITTEE ON PUBLIC RELATIONS, IMAGE AND MARKETING
The Report of the 2019-20 Board Committee on Public Relations, Image and Marketing, Ernest Schmid, Chair, was presented. (Tab 13)
No action taken.
This completed the Report of the Board Committee on Public Relations, Image and Marketing.
REPORT OF THE BOARD COMMITTEE ON RISK MANAGEMENT
The Report of the 2019-20 Board Committee on Risk Management, Daniel Vigneron, Chair, was presented. (Tab 14)
APPROVAL OF AMENDMENTS TO KIWANIS INTERNATIONAL’S YOUTH PROTECTION POLICIES AND PROCEDURES
Upon recommendation of the Executive Committee, it was moved and adopted:
That the Kiwanis International Board approves revisions to Policy B.16 – Criminal History Background Checks and new Policy B.17 – Conduct With Youth, as shown below, effective May 1, 2020.
B. INTERNATIONAL ADMINISTRATION
16. Criminal History Background Checks
a. Kiwanis International (4/15)
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(3) Adults at Kiwanis International Youth Events: A clear background check is necessary required for all adults (Kiwanis members and non- members) registered for, participating in, or staying overnight at any service leadership program event organized by Kiwanis International, a district, a division, or a club that involves direct interaction between adults and youth under age 18. A clear check must be verified prior to arrival at the event. Persons without a clear check may not attend the event. (4/10) (4/15)
Aktion Club members are exempt from criminal history background checks. However, their chaperones/caregivers are not exempt. (4/15)
b. Districts (7/17)
(2) District Administrators for Service Leadership Programs: Kiwanis International requires all SLP District Administrators to complete an application process, which includes submitting a completed application, having a clear background check conducted and verified by Kiwanis International, and completion of Kiwanis International youth protection training and any other elements that may be required by Kiwanis International. After receipt of an individual’s application and verification of all required elements, Kiwanis International will review the information and decide, in its sole and absolute discretion, whether the individual is accepted to become an SLP District Administrator. Kiwanis has no obligation to allow an individual to become an SLP District Administrator based solely on a “clear” background check. Denial may be appealed via the process outlined in Procedure 197.
(2) (3) Chairs and Committees for Service Leadership Programs: Kiwanis International will require criminal history background checks to be conducted and verified by Kiwanis International for all district chairpersons and committee members for all Service Leadership Programs. Persons without a clear background check may not serve as a district chairperson or committee member for Kiwanis Service Leadership programs. (4/13) (Rev. 4/16, effective 10/16)
(Existing subsections (2) through (6) will also be renumbered.)
17. Conduct with Youth
Kiwanis will provide youth with the highest quality services and leadership guidance available. Kiwanis is committed to creating an environment for youth that is safe, nurturing, and empowering, and that promotes growth and success.
Kiwanis will not tolerate any form of abuse or harassment against any youth. All reports of suspicious or inappropriate behavior with youth or allegations of abuse or harassment will be taken seriously. Kiwanis will cooperate fully with authorities if allegations of abuse are made that require investigation. No youth will be discriminated against on the basis of race, color, creed, national origin, sex, age,
6 religion, sexual orientation or gender identity. All Kiwanis volunteers will agree to follow all requirements and guidance of all Kiwanis Service Leadership Programs.
(Existing B.17 through B.25 will also be renumbered.)
This completed the Report of the Board Committee on Risk Management.
REPORT OF THE BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS
The Report of the 2019-20 Board Committee on Service and Partnerships, Richard G. Olmstead, Jr., Chair, was presented. (Tab 15)
APPROVAL OF CHANGES TO THE CIRCLE K INTERNATIONAL POLICY CODE
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and adopted:
That the Kiwanis International Board approves the policy changes to the Circle K International Policy Code as adopted by the Circle K International Council, as shown in Exhibit A.
This completed the Report of the Board Committee on Service and Partnerships.
OTHER BUSINESS
REPORT OF THE RESOLUTIONS AND BYLAWS COMMITTEE
That the Kiwanis International Board receives the Report of the International Committee on Resolutions and Bylaws, as shown in Tab 16.
REPORT OF THE GOVERNANCE COMMITTEE
That the Kiwanis International Board approves all changes to the pending K.I. Bylaws Modernization/Revision project as recommended by the Governance Committee in its report dated January 8, 2020, as shown in Tab 17.
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POLICY AND PROCEDURE REVISIONS FOR REDESIGNATION OF KIWANIS INTERNATIONAL OFFICERS
That, if the proposed bylaw amendment regarding redesignation of Kiwanis International officers is adopted at the 2020 Kiwanis International convention, the Kiwanis International Board correspondingly revises appropriate policies and procedures, as shown in Tab 18.
NEXT BOARD MEETING – FEBRUARY 19, 2020
The next meeting of the Board of Trustees will be February 19, 2020, via GoToMeeting.
The meeting adjourned sine die on Thursday, January 16, 2020, at 9:20 a.m. EST.
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TAB 01
REPORT OF THE KIWANIS INTERNATIONAL PRESIDENT TO THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES JANUARY 2020
It has been a very busy first quarter of the Kiwanis year. After our October Board Meeting and officer installation in Indianapolis, I returned to Europe and went to Catania for the KI-EF Executive Committee and Board Meeting. My focus was on trying to improve relationships in the Italy-San Marino District. After doing a lot of listening and hearing much discord, it was decided that a special committee be appointed to intervene. The panel is composed of KI Vice President Peter Mancuso, KI-EF President-elect Jon-Fadri Huder and former KI trustee from Italy, Nicolo Russo.
I also had the opportunity to visit the Division “Etna Patrimonio del Humanità” as well as “Sicilia Sud-Est.”
In November I flew to Indianapolis at the invitation of President-elect Art Riley to participate in the Governors- elect training at Kiwanis Headquarters. From there I traveled to attend the 25th anniversary gathering of the Kiwanis Club of Uelzechtdal located in the Grand Duchy of Luxembourg.
Past International President Don Canaday joined me in December in the city of Bastogne to represent Kiwanis at the important 75th anniversary of the Battle of the Bulge. Don and I were also invited by the Kiwanis Club of Mulhouse for its 50th anniversary. Mulhouse is located on the border between France and Switzerland close to Basel.
On December 27, Faby and I began our first long trip. We flew to California to participate in the Tournament of Roses parade in Pasadena, near Los Angeles. It was an amazing opportunity. We participated in the float decoration process and met thousands of Key Clubbers and Kiwanians from the surrounding area. A very important meeting was organized at the Huntington Library. There, we met with the International presidents of the Rotary, Lions and Optimist organizations. This meeting was very friendly. I hope to have the opportunity to speak more about this during our board time.
From Los Angeles, we flew to Las Vegas for a North American Governors Regional Meeting of the western region. During this meeting, we had the opportunity to refocus the governors on the growth plan for this year. Following that, we traveled to Dallas, Texas for a meeting with governors from the eastern region of the U.S. and Canada.
Respectfully submitted,
Daniel Vigneron 2019-20 President
TAB 02
REPORT OF THE KIWANIS INTERNATIONAL PRESIDENT-ELECT TO THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES JANUARY 2020
Yogi Berra said, “If you don’t know where you are going, you’ll end up somewhere else.”
Since October my focus has been on where Kiwanis needs to be going. The following have occupied my Kiwanis time:
Governor-elect training: In November, 48 of the 52 district governors who will serve during 2020-2021 arrived in Indianapolis for intense exposure to the priorities, opportunities, and responsibilities they will face. To quote one attendee, “After the conference my body returned home on an airplane, but my brain returned home on Greyhound.” A broad range of topics were presented by a skilled faculty. Emphasis was placed on new club opening, club strengthening, and leadership development as well as the required administrative topics. The participants were attentive and involved while developing a bond that will move Kiwanis and their districts forward.
Membership growth: The Formula demonstrated that Kiwanis can grow and between 2017-2019 new club openings were achieved. The next challenge will be to build on the successes to date and insure a sustainable system of annual growth. To do this, a broad-based International Committee on Membership is working to advance methods for districts to be responsible for growth with KI staff support.
Leadership development: In order to achieve the second strategic plan goal, a task force from Kiwanians around the world have been recruited to advise the Board Committee on Leadership Development and Education on the needs, opportunities, and challenges of developing and maintaining leadership opportunities for adult and youth members of the Kiwanis family.
Key Club enhancement: Staff changes have slowed the progress of the efforts to enhance Key Club opportunities. This project will be essential to the growth and longevity of Key Club and will evolve rapidly during 2020.
The above priorities have accompanied district counseling to the Eastern Canada and the Caribbean, Montana, and Utah-Idaho Districts as well as the administrative responsibilities of the President-elect and initial plans for convention in Salt Lake City, Utah.
Respectfully submitted,
Arthur Riley 2019-20 President-elect
TAB 03
REPORT OF THE KIWANIS INTERNATIONAL VICE PRESIDENT, REPRESENTATIVE TO THE KIWANIS CHILDREN’S FUND BOARD, AND CHAIR OF THE KIWANIS YOUTH PROGRAMS BOARD OF DIRECTORS JANUARY 2020
Since my last report, I have done some traveling as vice president. Just before our October board meeting, Karen and I were in Bloomington, Minnesota for a meeting of our Key Club district administrators, which I attended as KYP chair. I conducted one of the sessions there, which I concluded a little early to give the attendees an opportunity to bring up any matter of interest to them. To my surprise, there were no questions about the Key Club pledge or trademarking. However, we did have a conversation about another subject of interest to me – expanding the role of Key Club in leadership development. One of the DAs spoke about service organization teaching programs that were so professionally done that schools give classroom-based credits for students to attend. It’s something for us to think about. After our last board meeting, I returned to Indy in October for our Kiwanis Children’s Fund board meeting, the business of which has been fully set forth in the minutes of that meeting that have been made available to us. Then it was back to Indy at the beginning of November by invitation of President-Elect Art for his Governors-Elect Education Conference. I am grateful to Art for giving me the opportunities both to participate in a meaningful way in the conference and to see firsthand its curriculum so that I can begin giving thought to how I wish to structure next November’s conference. A few weeks later, Jeff Oatess, Chris Martz and I went to the Service Club Leaders Conference in Dallas, Texas, which is attended annually by our vice president and some staff members as it moves from city to city. Other attendees included staff and volunteer leaders from Rotary, Optimist, Moose, Civitan and many other service organizations. The conference presented an opportunity to share ideas, compare programs and performance, and form relationships with similar organizations. In December, Karen and I represented Kiwanis with KCF COO Ann Updegraff Spleth and her husband Randy at the UNICEF Snowflake Ball in New York City. It was a spectacular gala, bigger and better than the one that I attended as International Foundation president seven years ago. Our attendance there further strengthened the bonds that have developed between our organizations over many years and which continue to bear fruit for those most in need. During this period, I continued to be busy at a club and district level, attending meetings of our district foundation board, where I serve as parliamentarian, as well as the annual meeting of one of our district pediatric trauma center foundations. I have also found that living on Long Island presents great opportunities to host Kiwanis tourists from abroad at our club meetings. In the past few months, we have had visitors from Malaysia, Austria and Switzerland-Lichtenstein, and I expect that this is just the beginning. As we are very proud of our club, it is a real pleasure to have guests visit. At the holidays, I also joined my fellow club members in the assembly and delivery of food baskets to more than 120 families in need in our community – a good reminder of why we joined Kiwanis in the first place.
Yours in Kiwanis service,
Peter J. Mancuso 2019-20 Vice President & Chair, Kiwanis Youth Programs Board of Directors
Kiwanis International 3636 Woodview Trace Indianapolis, IN 46268 www.kiwanis.org
TAB 04
January 2020
Report of the Executive Director To the Boards of Trustees Kiwanis International Kiwanis Children’s Fund
As I have shared for previous January/February Board reports, by meeting via distance technology, we will realize significant savings. Each Kiwanis International Board meeting usually costs more than US$50,000, and our average Kiwanis Children’s Fund Board meeting is in excess of US$30,000. I know we all prefer the face-to-face nature of our meetings, but I believe we demonstrate good stewardship by doing this.
With a shortened board meeting agenda, I will offer a shortened report as well.
First, our work to bring our districts into compliance with our bylaws regarding financial and government reporting has been more difficult than we ever anticipated. Frankly, I was surprised at how many of our districts (mostly in the US) were not compliant with the requirements for conducting an annual, independent financial review of the Kiwanis and/or Key Club/CKI districts or were not compliant with government reporting. Keep in mind, there are three references to these requirements in the KI and district bylaws:
1. Article 9, Section 21 of the KI Bylaws requires that “all districts must comply with all governmental reporting requirements for finances, taxation, employment and any other areas of operation” and “that each district shall report annually on its financial status to the Kiwanis International Board, and at such other times and including such information as requested by the Board.” 2. Article 10, Section 3 of the KI Bylaws requires that “each affiliate and subsidiary shall conduct an annual financial audit performed according to international audit standards and shall report regularly on its financial status, including the annual audit, to the Executive Director and the Kiwanis International Board (note: districts are affiliates). 3. Article 11, Section 2 of the Standard Form for District Bylaws requires that “the financial records of the district shall be examined at the end of each fiscal year by a qualified individual(s) or company selected by the District Board” and that “the individual(s) should be qualified to perform such work in their respective jurisdiction,” and that “a copy of the annual financial examination shall be sent to the Executive Director of Kiwanis International by March 31.”
We are working through these issues on a district-by-district basis, and in some cases giving smaller districts the ability to comply with a compilation or other independent review. It appears that it will be later in 2020 that we have all districts in compliance with these Bylaws provisions.
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With the creation of a Board Committee on Risk Management, we have formalized into our governance structure a process to ensure oversight of all liability-related issues are reviewed and dealt with at the highest levels of corporate governance, the Kiwanis International Board of Trustees. We realize that as we work through the development and implementation of new policies and protocols, we’re making Kiwanis more difficult for many of our members, clubs and districts. Messaging and reassurance to some of our most dedicated leaders, especially those who work with our Service Leadership Programs, will be a critical element in keeping our members active and engaged.
Convention planning for 2020 has gone extremely well, and the shift to a new convention model seems to be well-received by many members we’ve heard from. We have a variety of very informative and entertaining speakers lined up, and the educational tracks represent a new strategy in delivering content our clubs really need to increase their community impact.
2020 is also the year we hope to achieve our maternal and neonatal tetanus commitments to UNICEF. Our development team and the Kiwanis Children’s Fund Board will be hitting the fundraising trail for the entire year. Our agreement with UNICEF expires at the end of 2020, and with that, The Eliminate Project will officially come to an end. Our commitment to maternal and neonatal tetanus elimination does not end, and we intend to continue to play a long-term role in the sustainability of our investment – just as we have done with our previous IDD work. We plan to propose a new umbrella agreement with UNICEF that defines our larger, multi-faceted, long-term partnership and helps define the numerous programs on which we work together. Kiwanis can be very proud of its achievements in the areas of salt iodization and tetanus immunizations over the last two-and-a-half decades, but there will always be more work ahead in the area of maternal and child health, and I hope we remain a global leader here.
We are finalizing the legal work for a Kiwanis International subsidiary in Europe. This was approved in concept by the 2018-19 Kiwanis International Board, and it is being done to improve our corporate governance and provide protection for Kiwanis International in Europe. We will place existing Kiwanis assets and operations into this subsidiary. This entity does not, however, replace or cause any change to the Kiwanis International-European Federation (there seems to be some confusion on this point). The incorporation of Kiwanis in Europe and ensuring our full compliance to the GDPR laws are a must.
Finally, our new club building and opening and membership growth efforts seem to have slowed from the previous two years. President Vigneron and I have discussed this and realize the two key priorities for the year, chartering 350-400 new club goals and bringing a significant number of clubs under charter strength back to above 15 will make or break this year’s growth goal. Meetings with the North American governors in January, and the upcoming March education conferences in Asia-Pacific and Africa will support the organization’s work here. We have numerous club building sites scheduled in the coming months.
This continues to be a great time to be a Kiwanis leader. Thank you for serving.
Respectfully submitted,
Stan D. Soderstrom Executive Director
January 2020 2
TAB 05 CIRCLE K INTERNATIONAL BOARD COUNSELOR REPORT TO THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES JANUARY 2020
CKI continues to work to grow membership and collect annual dues for the year (see data below).
The board is working on finalizing plans for the annual CKIx convention to be held in Las Vegas, Nevada, July 19-22, 2020.
Spark!, a leadership development program hosted by CKI will grow from 20 to 40 participants thanks to the support of the Kiwanis Children’s Fund. It will take place in Chicago, Illinois, May 28-31, 2020.
CKI board members attended six official district events this fall.
The Finance committee is working through a proposal to restructure CKI club dues.
As of 9/4/2019 2019-20 Goals Members Paid – 4,483 10% membership growth from June 2019 (1100 new members or 12,063 total members by CKIx20) Clubs paid – 179 10% growth in active clubs from June 2019 (43 new clubs by CKIx20 WASH Fundraising from 4/1/2019) - US$48,000 US by CKIx20 US$25,335.97 US WASH Fundraising (total) US$67,058.67 US US$240,000 US
Inter-Clubs—Goal of 1,689 events
K-Family Events---Goal of 1,954 events
Service Hours---Goal of 20 hours of service per member by CKIx20 (approximately 221,000 total hours) Service hours since July 2019 are 57,786.
I have been participating on board calls as well as several one-on-one calls with CKI International President Billy Hackett. I also have periodic calls with CKI Director Jeff Harris.
I will be attending the CKI Winter Board Meeting, January 30-February 2 in Las Vegas.
Respectfully submitted,
Katrina Baranko CKI Board Counselor 2019-20
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TAB 06
KEY CLUB INTERNATIONAL BOARD COUNSELOR REPORT TO THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES JANUARY 2020
The Key Club International board has been concentrating on its “Truly International” initiative, aimed at expanding Key Club beyond the areas now served. This effort is being led by the Global Outreach Committee, chaired by Trustee Brandon Orrick. The committee has worked to identify areas where expansion is likely to succeed, as well as areas where local interest has been expressed in adding Key Clubs. The committee and board have been working with staff to have certain Key Club materials translated into new languages to help facilitate international expansion.
The board has also been working, with staff assistance and guidance, to update and extend Key Club’s strategic plan.
The International Convention committee has selected “Service by the Bay” as the theme for the 2020 Key Club International Convention in San Francisco, with the theme to be announced January 9. Work on ICON workshops and materials is underway. The board is considering very few bylaw amendments to be brought to ICON, and none being considered are of a controversial nature. I would expect that elections will be the chief business of the House of Delegates in 2020.
I attended the Key Club International November board meeting, where board members produced promotional videos in addition to putting in considerable work on planning and goal-setting. In my opinion, cooperation between the Key Club International Board and Kiwanis staff seems to be much improved, thanks largely to the efforts of Key Club International Director Greg Stowers. Greg has succeeded in establishing an atmosphere of mutual trust and respect between staff and the board.
Respectfully Submitted,
George R. Delisle 2019-20 Board Counselor for Key Club International
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TAB 07 TABLE OF CONTENTS MINUTES OF THE MEETING OF KIWANIS INTERNATIONAL BOARD OF TRUSTEES September 30-October 5, 2019 TAB REPORT OF THE PRESIDENT------1 01 REPORT OF THE PRESIDENT-ELECT ------1 02 REPORT OF THE VICE PRESIDENT ------1 03 REPORT OF THE EXECUTIVE DIRECTOR ------1 04 REPORT OF THE BOARD COUNSELOR TO CIRCLE K INTERNATIONAL ------1 05 REPORT OF THE BOARD COUNSELOR TO KEY CLUB INTERNATIONAL ------1 06 APPROVAL OF JUNE 26, 2019 MINUTES ------2 07 RATIFICATION OF JULY 18, 2019 ELECTRONIC MAIL BALLOT RESULTS ------2 08 REPORT OF THE PAST KIWANIS INTERNATIONAL PRESIDENTS COMMITTEE ------2 09 2019-20 KIWANIS INTERNATIONAL COMMITTEE UPDATES ------2 10 ADMINISTRATIVE ACTION REPORT ------2 11 STANDING RULES REVISION FOR THE K.I. CONVENTION ------2 DESIGNATION OF KIWANIS INTERNATIONAL OFFICERS ------3 12 K.I. BYLAWS MODERNIZATION PROJECT (REVISION) ------4 ANNUAL REVIEW OF DISTRICT STATUS ------6 BYLAWS INTERPRETATION REVISIONS FROM THE GOVERNANCE COMMITTEE -- 7 PROCEDURE REVISIONS FROM THE GOVERNANCE COMMITTEE ------7 STRATEGIC PLAN ------9 13 REPORT OF THE BOARD COMMITTEE ON AUDIT AND FINANCE ------9 14 REPORT OF BOARD COMMITTEE ON MEMBERSHIP------9 15 NEW ASSOCIATION MANAGEMENT SYSTEM ------10 2025 KIWANIS INTERNATIONAL CONVENTION SITE SELECTION ------10 REVISIONS TO PROCEDURES 342.2 & 305.1 ------10 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – TAIWAN DISTRICT------13 KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – PHILIPPINE SOUTH DISTRICT ------13 FLORIDA DISTRICT REQUEST TO ATTACH PUERTO RICO CLUB ------13 REPORT OF BOARD COMMITTEE ON LEADERSHIP DEVELOPMENT AND EDUCATION ------13 16 KIWANIS LEADERSHIP INITIATIVE FUNDING ------13 LEADERSHIP ADVISORY TASK FORCE ------14 REPORT OF BOARD COMMITTEE ON PUBLIC RELATIONS, IMAGE AND MARKETING ------15 17 KIDS NEED KIWANIS 3.0 MEMBERSHIP CAMPAIGN ------15 REPORT OF THE BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS ------15 18 READING IS FUNDAMENTAL AS A COMMUNITY PARTNER ------15 AMENDMENTS TO THE CIRCLE K INTERNATIONAL BYLAWS ------16 CHANGES TO THE CIRCLE K INTERNATIONAL POLICY CODES ------18 DISSOLUTION OF THE K-CORPS PROGRAM ------18 KIWANIS LICENSING PROGRAM ------18 OTHER BUSINESS ------19 VACANCY IN IMMEDIATE PAST PRESIDENT ------19 NEXT BOARD MEETING – JANUARY 15-16, 2020 ------19
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MINUTES OF THE
MEETING OF THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES
September 30-October 5, 2019
The meeting of the Board of Trustees of Kiwanis International convened at the Kiwanis International Office in Indianapolis, Indiana, USA, September 30-October 5, 2019. Those present were: Daniel Vigneron, President; Arthur N. Riley, President-Elect; Peter J. Mancuso, Vice President; Stan D. Soderstrom, Executive Director; Trustees Katrina J. Baranko, Greg Beard, Gunnsteinn Björnsson, Chian Chu-Ching, Gary Cooper, George R. Delisle, Elio Garozzo, Charles Gugliuzza, Tony Gunn, David W. Hurrelbrink, Richard G. Olmstead, Jr., Ernest Schmid, Sam Sekhon, Ronald E. Smith, and Cathy Szymanski. Guests: Ann Wilkins, President, Kiwanis Children’s Fund; Chris Decorte, President, Kiwanis International-European Federation; and, Chang-Chien Lo, Chair, Kiwanis Asia-Pacific. Absent: James M. Rochford, Immediate Past President.
The meeting was called to order by President Daniel Vigneron on Friday, October 4, 2019 at 3:05 p.m. in Indianapolis, Indiana, USA. An invocation was given by Arthur N. Riley.
The following reports were received:
REPORT OF THE PRESIDENT The Report of the President, Daniel Vigneron, is attached as Tab 01.
REPORT OF THE PRESIDENT-ELECT The Report of the President-Elect, Arthur N. Riley, is attached as Tab 02.
REPORT OF THE VICE PRESIDENT The Report of the Vice President, Peter J. Mancuso, is attached as Tab 03.
REPORT OF THE EXECUTIVE DIRECTOR The Report of the Executive Director, Stan D. Soderstrom, is attached as Tab 04.
REPORT OF THE BOARD COUNSELOR TO CIRCLE K INTERNATIONAL The Report of the Board Counselor to Circle K International, Katrina Baranko, is attached as Tab 05.
REPORT OF THE BOARD COUNSELOR TO KEY CLUB INTERNATIONAL The Report of the Board Counselor to Key Club International, George R. Delisle, is attached as Tab 06.
GENERAL CONSENT ITEMS
Upon motion duly made by Trustee Richard G. Olmstead, Jr., and seconded, the following recommendations were adopted:
APPROVAL OF JUNE 26, 2019 MINUTES
That the Kiwanis International Board approves the minutes of the Board meeting held June 26, 2019, in Walt Disney World, Orlando, Florida, USA, as shown in Tab 07.
RATIFICATION OF JULY 18, 2019 ELECTRONIC MAIL BALLOT RESULTS
That the Kiwanis International Board ratifies the results of the electronic mail ballot concluded on July 18, 2019, appointing “George” Chu-Ching Chian for a one-year term as Kiwanis International Trustee, as shown in Tab 08.
REPORT OF THE PAST KIWANIS INTERNATIONAL PRESIDENTS COMMITTEE
That the Kiwanis International Board receives the June 26, 2019 report of the Past Kiwanis International Presidents Committee, as shown in Tab 09.
2019-20 KIWANIS INTERNATIONAL COMMITTEE UPDATES
That the Kiwanis International Board approves the updates to 2019-20 Kiwanis International Committees as shown in Tab 10.
ADMINISTRATIVE ACTION REPORT
That the Kiwanis International Board approves the Administrative Action Report as shown in Tab 11.
STANDING RULES REVISION FOR THE K.I. CONVENTION
That the Kiwanis International Board revises Procedure 133.5 – Standing Rules for the House of Delegates at Convention, as shown below.
133.5 – Standing Rules for the House of Delegates at Convention
Rule 2 – Only delegates with official delegate badges may present or speak on motions and vote. (1980)
Rule 4 – The House of Delegates shall allow delegates to leave and re-enter; however, individual electronic voting units ballots (written or electronic) shall not leave the House. Delegates leaving the House early must surrender voting units their ballots to an Elections Committee volunteer at the pass-out door. Ballots will be returned to delegates upon re-entry to the House. In no case will a delegate be allowed to cast a ballot for any votes conducted in his/her absence. (1980) (6/09)
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Rule 6 – No delegate may speak in debate more than three (3) two (2) minutes at a time unless allowed to do so by a majority vote of the delegates. (1980) (4/07)
Rule 9 – Microphones shall be designated by number. Speakers for the main motion shall use the odd-numbered microphones, and speakers against the main motion shall use the even-numbered microphones. Debate on each issue will begin at microphone one, and the chair will then recognize each microphones in rotating order sequence. Debate on each issue will begin at microphone one and alternate between those speaking for and those speaking against a motion. (1980) (4/08)
Rule 14 – Subject to the discretion of the chair, no proposed amendment to the Bylaws shall be introduced later than 15 minutes before the scheduled adjournment of any morning or afternoon session. (1980) (1/13)
Rule 19 – Any candidate who is unopposed for office may be elected by a voice vote. In any election where the number of candidates is equal to the number of seats to be elected, the election may be held by voice vote. (1/88) (4/08)
Rule 21 – The most recent edition of Roberts Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws of Kiwanis International and these standing rules. (1980) (1/02)
DESIGNATION OF KIWANIS INTERNATIONAL OFFICERS
That the Kiwanis International Board proposes amendments to the Kiwanis International Bylaws as shown Tab 12 regarding designation of Kiwanis International Officers.
Further, that the Kiwanis International Board adopts new Policy B.24 – Additional Officers or Agents, as shown below. This change is not contingent upon the amendment being adopted and is therefore effective immediately.
POLICY B. INTERNATIONAL ADMINISTRATION
24. Additional Officers or Agents
Kiwanis International shall have the following administrative officers with the duties as stated. As staff, these officers shall be under the authority of the Executive Director: • Chief Financial Officer: Shall have general oversight over the finances of the organization. • Chief Communications Officer: Shall have general oversight over the communication of the organization. • Chief Operating Officer: Shall have general oversight over operations of the organization not delegated to the other two officers.
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K.I. BYLAWS MODERNIZATION PROJECT (REVISION)
That the Kiwanis International Board approves the following process recommended by the Governance Committee for consideration of the K.I. Bylaws revision:
DATE ACTION October Board The Board agrees to an initial draft of the Bylaws revision. meeting October 16, 2019 Initial draft is shared with district leaders, asking for responses by Nov. 30 By Nov. 30, 2019 District responses are received and subsequently considered by the Governance Committee. January 2020 Board Board considers district responses and agrees to final draft of revision. meeting The Board finalizes wording of a new bylaw article and resolution governing large-scale revisions, for presentation to the 2020 convention. 90 days prior to Final draft is shared with clubs, along with FAQ and instructions on 2020 convention the intended process. (approx. March 15 - The new bylaws article and the resolution governing large-scale - sooner if possible) revisions are shared with clubs for voting at 2020 convention. Education opportunities are planned for the 2020 convention and after. June 2020 New article and the resolution are voted on (and presumably adopted). Note: the revision itself is not voted on at this time. July-Sept. 2020 The revision is updated to include any separate amendments adopted at the 2020 convention and redistributed to clubs. By Feb. 19, 2021 120-day advance amendments are due. These definitely will be considered at the 2021 convention. July 2020 & Clubs, districts, and K.I. Board may propose amendments, if desired. thereafter By May 21, 2021 30-day advance amendments are due. These may or may not be considered at the 2021 convention, at the discretion of the House of Delegates. No amendments will be accepted from any entity after May 21. June 2021 Delegates consider the whole revision for adoption, as well as any properly-submitted amendments. October 1, 2021 The revised bylaws become effective.
Further, that the Kiwanis International Board approves presentation of the new article shown below to the House of Delegates at the 2020 Kiwanis International Convention:
4 ARTICLE XXVII. BYLAWS REVISIONS
Section 1. At the recommendation of the Kiwanis International Board, the House of Delegates may, by a two-thirds (2/3) vote, order a revision of the Bylaws to be considered the following year, to include such changes as are provided in the Board’s recommendation.
Section 2. At the meeting when the Bylaws revision is considered, no other Bylaw amendments may be proposed from any other source.
Section 3. No amendments to any other provisions of the Bylaws may be considered except those directly relevant to the changes proposed in the revision.
Section 4. A two-thirds (2/3) vote shall be required for adoption of a Bylaw revision.
Section 5. At the meeting at which the Bylaw revision is ordered, rules for its consideration may be adopted by a two-thirds (2/3) vote which will be binding on revision consideration the following year.
Further, that the Kiwanis International Board approves presentation of the resolution shown below to the House of Delegates at the 2020 Kiwanis International Convention:
WHEREAS, the Kiwanis International Board recommends a revision of the Bylaws for consideration at the 2021 annual convention, and
WHEREAS, the Kiwanis International Board has provided adequate information in support of the changes to be proposed in the revision,
THEREFORE BE IT RESOLVED THAT:
The House of Delegates orders a revision of the Bylaws for consideration at the 2021 annual convention; and
Amendments to the revision may be proposed by a club, by majority vote of its members; by a district board or district house of delegates, by majority vote of either one; or by the Kiwanis International Board; and
Any proposed amendments to the Bylaws revision must be submitted to the Executive Director in writing no later than Feb. 19, 2021. Such amendments shall be considered during debate on the revision; and
Any proposed amendments to the Bylaws revision that are submitted after Feb. 19, 2021, must be submitted in writing no later than May 21, 2021. However, when the later amendments are moved and seconded during consideration of the revision, they will be subject to an immediate requirement for a majority vote before discussion of such amendment will occur. If a majority vote is not obtained, the amendment will not be considered. If a majority vote is obtained, the amendment will be discussed subject to the same rules for consideration as the amendments submitted by Feb. 19; and
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No amendments to the Bylaws revision will be considered that are not submitted in accordance with the rules stated above; and
Amendments to the Bylaws revision will require a majority vote for adoption; and
After all amendments to the Bylaws revision have been considered, a single vote will take place on the entire revision.
ANNUAL REVIEW OF DISTRICT STATUS
That the Kiwanis International Board revises Procedure 204.2 – District Not in Good Standing as shown below:
204.2 – District Not in Good Standing
If a district does not meet the minimum requirements for good standing, the Executive Director shall notify the Board of Trustees and the district that the district is not in good standing. The district shall then have thirty (30) days to correct any matters of noncompliance or to present an acceptable plan to correct such issues within a reasonable period of time. The district shall be considered not in good standing during such interim period. (10/18)
Any district deemed to not be in good standing shall not be eligible for the following: A. Funding through any Kiwanis International grant programs or other means of financial support B. Funding through any Kiwanis Children’s Fund grant programs C. Expense reimbursement for officers or chairs to attend training and education hosted by Kiwanis International or any subsidiary of Kiwanis. D. Ability to receive awards or recognition via Kiwanis International distinguished programs or other recognition programs or contests. (10/18)
Further, that the Kiwanis International Board receives the report from the Executive Director about district compliance with Procedure 204.1 – [District Status] Minimum Requirements for Good Standing. Staff is requested to inform each district not in good standing of their status due to lack of compliance, the ramifications thereof, and their opportunities to return to good standing status per procedure.
Further, that the Kiwanis International Board designates the following districts as provisional districts: • West Virginia • Western Canada • Ecuador • Panama (already Provisional) • Romania (already Provisional)
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Further, that the Kiwanis International Board designates the Korea Provisional District as a Kiwanis Nation.
BYLAWS INTERPRETATION REVISIONS FROM THE GOVERNANCE COMMITTEE
That the Kiwanis International Board amends the interpretation of Article III, Section 1, Regarding Good Character, as shown below.
GOOD CHARACTER
Article VIII, Section 1 - states, “Membership in a club is open to adults of good character and corporations of good community standing who are willing to maintain good standing with the club by payment of all relevant dues and fees and adherence to other standards (if any) stated in club policy.” Interpretation - "Good character" shall be interpreted not to include a person who is currently incarcerated for the conviction of a crime. An individual currently incarcerated for a crime shall not be considered a person of good character. This does not limit further interpretations of good character. (1/1991)
Further, that the Kiwanis International Board eliminates the interpretation of Article XIII, Section 1E, regarding the ‘Dark Year’.
DISTRICT ‘DARK YEAR’ ON THE INTERNATIONAL BOARD Article XIII, Section 1e – states, “A district shall not have a club member on the Board of Trustees for one (1) administrative year after another member from that district has completed service on the Board of Trustees, except where necessary to fill a guaranteed seat as provided in these Bylaws.” Interpretation - This provision does not preclude an officer from running for a consecutive term on the International Board as long as all other criteria and qualifications as set forth in the International Bylaws are met. (10/2001)
NOTE: All Bylaw interpretation changes must be published, in substance, in Kiwanis’ primary official publication.
PROCEDURE REVISIONS FROM THE GOVERNANCE COMMITTEE
That the Kiwanis International Board revises Procedures 102.1, 102.2, 123, 126, and 163.2, as shown below.
102 - INTERNATIONAL BOARD COMMITTEE RESPONSIBILITIES
102.1 – Executive (10/16) The Executive Committee will assist and support all other Board committees in ensuring that all initiatives within Kiwanis International’s strategic plan are resourced and implemented. (10/86) (10/17)
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Authority Between Board Meetings: Between meetings of the Board of Trustees, if the need arises, the administrative authority of the Board is delegated to the Executive Committee on all matters not specifically delegated to the full Board in the Kiwanis International Bylaws (such as filling vacancies in office, etc.). The action of the Executive Committee shall have full force and effect. Any action by the Executive Committee, unless disapproved by the Board, shall be formally ratified by the Board. This delegation of authority shall not include the right to waive or change policy or procedure. The Board shall be informed electronically within three (3) days of any action by the Executive Committee, and such action shall be placed on the agenda of the next regular or special Board meeting for approval/disapproval by the Board. The Executive Director shall serve as liaison to the Executive Committee. (4/86) (7/05)
102.2 - Audit and Finance The Board Committee on Audit and Finance will work to protect and create the financial resources necessary to meet the financial goals, objectives, and strategies outlined in the organization’s strategic plan. The Committee is charged with monitoring all financial matters involving Kiwanis International and any of its sponsored organizations and affiliates, including budget development and amendments to budget, travel management, retail/merchandise operations, marketing, investments, and all current and new revenue sources. The Committee is also responsible for: recommending to the Board the retention and termination of the independent, external auditor; meeting privately with the external auditor to ensure financial affairs of the organization are in order; and reviewing audited financial statements prior to its submission to the board. (10/12)
123 - RESOLUTIONS AND BYLAWS COMMITTEE (1/13)
123.1 - Membership Committee membership shall should include at least one (1) Kiwanian from North American and at least one (1) Kiwanian from Europe, Asia-Pacific, or Latin America to assure international representation. If translation or interpretation is necessary, it shall be arranged by the Executive Director or designee. (1980) (1/13)
123.2 - Types of Resolutions Resolutions shall relate to matters of broad concern to Kiwanis International. There shall be no resolutions on partisan political matters and resolutions shall not be used to amend the bylaws. There shall be no resolutions commending living individuals other than the traditional resolutions of appreciation for hospitality provided or resolutions of a like nature. Memorial resolutions shall be limited to Kiwanians who, at the time of death, were members of the International Council. Only the International Board may propose memorial resolutions for Kiwanians who are not members of the International Council at time of death. (1980) (1/13)
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126 – DUTIES OF COMMITTEE CHARGED WITH KIWANIS INTERNATIONAL BYLAWS 123.3 – PROPOSED BYLAW AMENDMENTS A. The Resolutions and Bylaws Committee charged with duties related to the Kiwanis International Bylaws shall have the following responsibilities and authority regarding Bylaws matters proposed amendments to the Kiwanis International bylaws: • To complete any specific actions requested by the Board, such as drafting amendments for stated purposes and/or reviewing amendments drafted by the Board. (1/08) • To provide technical opinions on amendments submitted by a club, district, or the Board, such as whether the amendment is properly submitted and whether the wording meets its stated purpose. This includes advising a club, district, or the Board how it might revise the wording of its proposal to meet its stated purpose. (1/08) B. The Committee may draft and offer additional amendments only if they are germane to an amendment already submitted by the Kiwanis International Board and deemed necessary to correctly carry out the full intent of the Board’s stated purpose. (1/08) C. The Committee may also have other duties as specified by the Kiwanis International Board. (1/08)
163 – KIWANIS MAGAZINE SUBSCRIPTIONS (1/13)
163.2 - Subscription Price for Nonmembers Each nonmember subscriber shall pay US$12.00 annually for KIWANIS magazine. (10/90) (7/07)
STRATEGIC PLAN
That the Kiwanis International Board adopts the updated strategic plan as shown in Tab 13.
REPORT OF THE BOARD COMMITTEE ON AUDIT AND FINANCE
The Report of the 2019-20 Board Committee on Audit and Finance, Greg Beard, Chair, was presented. (Tab 14)
No action taken.
This completed the Report of the Board Committee on Audit and Finance.
REPORT OF BOARD COMMITTEE ON MEMBERSHIP
The Report of the 2019-20 Board Committee on Membership and Education, Charles Gugliuzza, Chair, was presented. (Tab 15)
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NEW ASSOCIATION MANAGEMENT SYSTEM
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves an investment of up to US$1,700,000 for implementation of a hybrid association management system (AMS) solution.
2025 KIWANIS INTERNATIONAL CONVENTION SITE SELECTION
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves Pittsburgh, Pennsylvania as the site of the 2025 Kiwanis International Convention.
REVISIONS TO PROCEDURES 342.2 & 305.1
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves revisions to Procedure 305.1 – [Fees and Dues] Prior to Receiving Charter and Procedure 342.2 – [New Club Members] Enrollment Fee and, as shown below.
305 – FEES AND DUES 305.1 - Prior to Receiving Charter (Once revised, only the first portion of the first paragraph will remain in #305.1.) A. Membership Application and Fee: Before a new club may be organized and the charter presented, the required number of individuals shall have completed an application for membership and the club shall have paid a charter member fee the new member enrollment fee per person as defined elsewhere in procedures, which shall be $50 for Tier A clubs; $25 for Tier B clubs; and $15 for Tier C clubs. However, a club shall not be billed a charter fee for any reported former Key Club and Circle K club members. (10/90) (10/15) Proviso #1: Effective October 1, 2018, for clubs organized on or between January 1- September 30, payment of charter member fees shall also be considered payment of dues, subscription fees, and insurance for all charter members of the club for the following administrative year. This proviso shall apply for clubs formed on or between January 1, 2019 through September 30, 2021, and shall expire October 1, 2021. (10/18) Proviso #2: Effective October 1, 2021, Procedure 305.1.A shall read as follows: A. Membership Application and Prorated Dues: Before a new club may be organized and the charter presented, the required number of individuals shall have completed an application for membership and the club shall have paid prorated
10 membership dues for each member per the schedule below. However, a club shall not be billed prorated dues for any reported former Key Club and Circle K club members. (10/90) (1/19)
First month of membership Percent of Tiered Dues Amount October, November, December 100% January 90% February 80% March 70% April 60% May 50% June 40% July 30% August 20% September 10%
For clubs organized on or between January 1-September 30, payment of the appropriate prorated dues by charter members shall also be considered payment of dues, subscription fees, and insurance for those members for the following administrative year. (4/19)
342 - NEW CLUB MEMBERS (1/13) 342.2 –Enrollment Fee (4/13) An enrollment fee shall be charged for each new club member of a club, including new clubs, to defray administrative costs in the amount of US$50 for Tier A clubs in North America and $42 for Tier A clubs outside of North America. However, clubs outside of North America below Tier A shall pay charter member fees of US$25 for Tier B clubs and US$15 for Tier C clubs. (10/90) (4/13)
The new member enrollment fee is waived for: charter members of new Kiwanis clubs; Kiwanis club members who, within a six-month period, join another Kiwanis club; and former Key Club or Circle K club members. The fee is not waived when a member who has been deleted is then re-added by the same club, except when annual dues have been paid for that member for the period in which the member rejoins. (10/90) (4/14)
11 Proviso #1: Effective October 1, 2018, for new clubs organized on or between January 1-September 30, payment of the member enrollment fees for members who join the club after chartering but by September 30 of the same administrative year shall also be considered payment of dues, subscription fees, and insurance for all members of the club for the following administrative year. This proviso shall apply for clubs formed on or between January 1, 2019 through September 30, 2021 and shall expire October 1, 2021. It shall apply only to new members added to such clubs after the initial charter but by September 30 of the same administrative year. (10/18)
Proviso #2: Effective October 1, 2021, Procedure 342.2 shall read as follows: Prorated membership dues, magazine subscription fee, and insurance fees shall be charged for each new club member of a club, including new clubs, to defray administrative costs, per the schedule below. (10/90) (1/19)
Prorated dues, magazine, and insurance are waived for: Kiwanis club members who join another Kiwanis club within a six-month period during the same administrative year and for former Key Club or Circle K club members. (10/90) (1/19)
First month of membership Percent of Tiered Dues Amount October, November, December 100% January 90% February 80% March 70% April 60% May 50% June 40% July 30% August 20% September 10%
For clubs organized on or between January 1-September 30, payment of the appropriate prorated dues, magazine, and insurance by new members who join after chartering but by September 30 of the same administrative year shall also be considered payment of dues, subscription fees, and insurance for those members for the following administrative year. (4/19)
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KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – TAIWAN DISTRICT
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Taiwan District in the amount of US$30,000 for growth efforts within the district.
KIWANIS ASIA-PACIFIC MATCHING GRANT REQUEST – PHILIPPINE SOUTH DISTRICT
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the matching grant request from the Philippine South District in the amount of US$10,000 for growth efforts within the district.
FLORIDA DISTRICT REQUEST TO ATTACH PUERTO RICO CLUB
Upon recommendation of the Board Committee on Membership, it was moved and adopted:
That the Kiwanis International Board approves the attachment of the Kiwanis Club of Puerto Rico, Borinquen, as well as any subsequent clubs that may be opened in Puerto Rico, to the Florida District.
This completed the Report of the Board Committee on Membership.
REPORT OF BOARD COMMITTEE ON LEADERSHIP DEVELOPMENT AND EDUCATION
The Report of the 2019-20 Board Committee on Leadership Development and Education, Arthur N. Riley, Chair, was presented. (Tab 16)
KIWANIS LEADERSHIP INITIATIVE FUNDING
Upon recommendation of the Board Committee on Leadership Development and Education, it was moved and adopted:
That the Kiwanis International Board approves an initial budget to launch the first phase of the leadership initiative in the amount of US$185,000.
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LEADERSHIP ADVISORY TASK FORCE
Upon recommendation of the Board Committee on Leadership Development and Education, it was moved and adopted:
That the Kiwanis International Board approves the creation of a Leadership Advisory Task Force to assist with the evaluation of current leadership roles and education. The leadership advisory task force is divided into three teams:
Leadership Advisory Task Force
Chair: Marcel Kreienbühl, Switzerland-Liechtenstein District
This committee will be composed of three teams. The role of the Chair is to make sure all teams work toward the strategic plan goals; monitor and encourage each team to keep progressing on their assignments with innovative approaches that are adaptable to all Kiwanis languages and cultures and to report regularly; and share a report from each team at each K.I. Board meeting (along with personal comments, if desired).
Leadership Roles and Education Team
The role of this team is to examine all officer roles, job descriptions, and responsibilities at each level of the organization (club, division, district, region, international), evaluate their corresponding educational offerings, and provide recommendations for changes and improvements.
• Chair: Donna Parton, Florida District • Sue Petrisin, Michigan District • George Cadman, Pacific Northwest District • Peter Hertl, Austria District • Maria Lean Sim Chee, Malaysia District
Governance Structure and Delivery Team
The role of this team is to examine the district and regional governance structures to identify inefficiencies, redundancies, and opportunities for improvement. • Chair: Jeff Wolfe, Capital District • Dave Curry, Montana District • Janice Hyde, Australia District • Maurizio di Profio, Italy-San Marino District
Visionary Leadership Team
The role of this team is to envision leadership development and innovative educational opportunities to meet the future needs of the organization and its members, including electronic media and potential partners. Additionally: suggest topics, formats, and methods of developing a Kiwanis University program for initial presentation at the 2021 KI Convention in SLC.
14 • Chair: Josh Hiscock, Capital District • Matthew Cantrall, Florida District • Ronald Hill, Missouri-Arkansas District • Jane Erickson, Nebraska-Iowa District • Victor Rayco, Philippine Luzon District
This completed the Report of the Board Committee on Leadership Development and Education.
REPORT OF BOARD COMMITTEE ON PUBLIC RELATIONS, IMAGE AND MARKETING
The Report of the 2019-20 Board Committee on Public Relations, Image and Marketing, Ernest Schmid, Chair, was presented. (Tab 17)
KIDS NEED KIWANIS 3.0 MEMBERSHIP CAMPAIGN
Upon recommendation of the Board Committee on Public Relations, Image and Marketing, it was moved and adopted:
That the Kiwanis International Board approves US$180,000 for the Kids Need Kiwanis 3.0 digital membership campaign for the 2019-20 year.
This completed the Report of the Board Committee on Public Relations, Image and Marketing.
REPORT OF THE BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS
The Report of the 2019-20 Board Committee on Service and Partnerships, Richard G. Olmstead, Jr., was presented. (Tab 18)
READING IS FUNDAMENTAL AS A COMMUNITY PARTNER
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and adopted:
That the Kiwanis International Board approves Reading is Fundamental as a Community Partner.
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AMENDMENTS TO THE CIRCLE K INTERNATIONAL BYLAWS
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and adopted:
That the Kiwanis International Board approves Amendments 2, 5, 6, 7, and 10 as adopted by the 2019 Circle K International House of Delegates as shown in Exhibit A.
Further, that the Kiwanis International Board approves Amendments 3, 4, and 8, adopted by the 2019 Circle K International House of Delegates but as further amended by the Kiwanis International Board to clarify the language, as shown below:
AMENDMENT 3
ARTICLE 7. MEMBERSHIP IN CLUBS Section 3. Dual Memberships.
AS ORIGINALLY ADOPTED BY THE HOUSE OF DELEGATES: A Circle K member shall be eligible for a dual-membership in Kiwanis following their graduation for the remainder of the Kiwanis fiscal year in which they graduated. Otherwise, no person shall be eligible for membership in a club who holds membership (other than honorary) in any other Circle K club, or other Kiwanis-family organization.
AS DIRECTED BY THE KIWANIS INTERNATIONAL BOARD (see bold text): A Circle K member shall be eligible for a dual-membership in a Kiwanis club(s) following their graduation for the remainder of the Circle K administrative year in which they graduated. Otherwise, no person shall be eligible for membership in a Circle K club who holds membership (other than honorary) in any other Circle K club, or other Kiwanis-family organization.
AMENDMENT 4
ARTICLE 9. DISCIPLINE, RESIGNATION, AND TERMINATION OF CLUBS Section 1. Club in Arrears.
AS ORIGINALLY ADOPTED BY THE HOUSE OF DELEGATES: Any member club more than thirty (30) days in arrears for any indebtedness to Circle K International, its district or its sponsoring Kiwanis club by December 1 of a given Kiwanis fiscal year shall be considered "not in good standing". If the club continues to be in arrears by February 1 of the same Kiwanis fiscal year, it will be suspended. If such club is still in arrears by the start of the next Kiwanis fiscal year, defined as October 1, it will be considered inactive. If this club still remains in arrears for one year following the date they were designated “inactive”, it and may have its charter and membership
16 suspended or revoked by action of the CKI Board of Trustees, providing that notice of said indebtedness shall have been duly sent by the Director of Circle K International to the president of said club. The CKI Board of Trustees may restore such club to membership upon payment of its indebtedness.
AS DIRECTED BY THE KIWANIS INTERNATIONAL BOARD (see bold text): Any member club more than thirty (30) days in arrears for any indebtedness to Circle K International, its district or its sponsoring Kiwanis club by December 1 of a given Circle K fiscal year shall be considered "not in good standing". If the club continues to be in arrears by February 1 of the same Circle K fiscal year, it will be suspended. If such club is still in arrears by the start of the next Circle K fiscal year, defined as October 1, it will be considered inactive. If this club still remains in arrears for one year following the date they were designated “inactive”, it and may have its charter and membership suspended or revoked by action of the CKI Board of Trustees, providing that notice of said indebtedness shall have been duly sent by the Director of Circle K International to the president of said club. The CKI Board of Trustees may restore such club to membership upon payment of its indebtedness.
AMENDMENT 8
ARTICLE 8. CLUB STRUCTURE Section 4. Faculty Advisor.
AS ORIGINALLY ADOPTED BY THE HOUSE OF DELEGATES: If the institution with which the Circle K club is affiliated requires a faculty/campus advisor or a club chooses to designate one, one shall be designated by the Circle K Board of Officers with approval from the school administration to advise and counsel the Circle K club, attend all meetings of the club, and ensure the club abides by the regulations of the school and all other local, state/provincial, and/or federal laws. If a faculty/campus advisor is not mandated by the institution and/or designated by the club, all communications from Circle K International will be sent to the Kiwanis Advisor as outlined above.
AS DIRECTED BY THE KIWANIS INTERNATIONAL BOARD (see bold text): If the institution with which the Circle K club is affiliated requires a faculty/campus advisor or a club chooses to have one, one shall be designated by the Circle K Board of Officers with approval from the school administration to advise and counsel the Circle K club, attend all meetings of the club, and ensure the club abides by the regulations of the school and all other local, state/provincial, and/or federal laws. If a faculty/campus advisor is not mandated by the institution and/or chosen by the club, all communications from Circle K International will be sent to the Kiwanis Advisor as outlined above.
17 CHANGES TO THE CIRCLE K INTERNATIONAL POLICY CODES
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and adopted:
That the Kiwanis International Board approves Policy Change 3 (Policy M.1-M.4) as adopted by the 2019 Circle K International Council, as shown in Exhibit B.
Further, that the Kiwanis International Board approves Policy Change 2 (Policy K.1 and K.2), adopted by the 2019 Circle K International Council but as further amended by the Kiwanis International Board to clarify the language, as shown below:
AS ORIGINALLY ADOPTED BY THE CKI COUNCIL: Service administration shall be considered service hours up to one hundred (100) service hours per administrative year.
AS DIRECTED BY THE KIWANIS INTERNATIONAL BOARD: Policy K.2.c: A limit of 100 hours of service administration work per administrative year may be considered as service hours.
Further, that the Kiwanis International Board postpones consideration of Policy Changes 1 and 4 (Policy G.7 and Policy G.9, shown in Exhibit B) until the January Board meeting, pending clarifying language revisions by staff and further review.
DISSOLUTION OF THE K-CORPS PROGRAM
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and adopted:
That the Kiwanis International Board approves dissolution of the K-Corps program and termination of the contract with PAX Laurasian Exchange, effective within 30 days of notification.
KIWANIS LICENSING PROGRAM
Upon recommendation of the Board Committee on Service and Partnerships, it was moved and failed:
That the Kiwanis International Board instructs Staff to revise the contract with Affinity Consultants to reduce Kiwanis International’s royalty share from seven percent to two percent, thus reducing the overall royalty from ten percent to five percent. (Motion FAILED)
This completed the Report of the Board Committee on Service and Partnerships.
18 OTHER BUSINESS
VACANCY IN IMMEDIATE PAST PRESIDENT
That, in accordance with the Kiwanis International Bylaws, the Kiwanis International Board acknowledges that Jim Rochford has consented to fill the vacancy in Immediate Past President and will continue to serve in that office for 2019-20.
NEXT BOARD MEETING – JANUARY 15-16, 2020
The next meeting of the Board of Trustees will be January 15-16, 2020, via GoToMeeting.
The meeting adjourned sine die on Friday, October 4, 2019, at 3:45 p.m.
19 TAB 08
THE INTERNATIONAL OFFICE ADMINISTRATIVE ACTION REPORT
MEETING OF THE BOARD OF TRUSTEES
January 15-16, 2020
The following actions have occurred since the last meeting of the Board of Trustees through January 13, 2020.
A. NEW KIWANIS CLUBS PROCESSED and COMPLETED (These clubs have been assigned a key number; have been processed and routed.)
CLUB NAME ORGANIZATION DATE #MBRS
Wetumpka, Alabama (K20108) 10/3/19 25 Literacy in Salinas, CA, California (K20222) 12/2/19 16 Gulfport, Florida (K20193) 10/1/19 17 Gruissan. France (K20203) 10/1/19 16 Cirò Marina Apollo Aleo, Italy (K20230) 11/30/19 15 Pescara Sud D’Annunzio, Italy (K20323) 11/4/19 15 Ouagadougou-Burkina Faso (K20231) 12/5/19 15 Westshore-Victoria, B.C., Canada (K20201) 10/24/19 15 Media Area, Pennsylvania (K20205) 10/30/19 15 Gat-Uban Mauban, Quezon, Philippine Luzon 10/1/19 21 (K20204) Rinconada Aces, Camarines Sur, Philippine Luzon 10/25/19 20 (K20207) Pasay North, Philippine Luzon (K20224) 10/24/19 20 Golden Paniteños, Panitan, Philippine South (K20223) 10/19/19 22 Ai Hsin, Taiwan (K20208) 10/2/19 22 Huang Tsu, Taiwan (K20209) 10/26/19 23 Yang Yuan, Taiwan (K20210) 11/1/19 25 Nantou City, Taiwan (K20211) 10/11/19 44 Hsin Ya, Taiwan (K20212) 10/19/19 25 He Ai, Taiwan (K20213) 10/10/19 22 Hsi Wang, Taiwan (K20214) 10/20/19 21 An Ji, Taiwan (K20215) 10/19/19 20 Hao Hsing Fu, Taiwan (K20216) 10/13/19 22 Tzu Chuan, Taiwan (K20218) 10/5/19 74 Chuang Fu, Taiwan (K20217) 10/6/19 30 Hai Na, Taiwan (K20232) 11/21/19 27 South Georgian Bay, Canada (K20200) 10/2/19 17 Henderson County, Kentucky (K20219) 11/21/19 18 East Fork Region, Ohio (K20220) 12/3/19 18 Bridgewater, New Jersey (K20225) 12/5/19 22 Muhlenberg County, Kentucky (K20227) 11/21/19 16 Munoz Science City, Philippine Luzon (K20233) 12/8/19 15 2
St Pierre de La Réunion (K20234) 12/5/19 17 London Borough of Bromley, United Kingdom 10/1/19 16 (K20235) Hsi En, Taiwan (K20236) 11/28/19 24 Anglet Ocean, France (K20237) 1/4/20 16
TOTAL: 35 (Compared to 1/14/2019 total of 95)
B. CLUB MERGERS (The following Kiwanis clubs have officially merged.)
Club Name: Sterling Heights, Illinois (K09480) Name of Chartered Retired: Sterling Heights High Noon, Illinois (K14402) Effective Date: October 1, 2019 Number of Members: 25
Club Name: Jenks America, Oklahoma (K09028) Name of Chartered Retired: Sperry, Oklahoma (K12372) Effective Date: October 1, 2019 Number of Members: 19
Club Name: Frederick, MD (K00783) Name of Chartered Retired: Suburban Frederick (K06886) Effective Date: October 1, 2019 Number of Members: 43
Club Name: Federal Way, Washington (K04468) Name of Chartered Retired: Greater Federal Way, Washington (K07354) Effective Date: October 1, 2019 Number of Members: 63
TOTAL: 4 (Compared 1/14/2019 total of 0)
C. CLUB NAME CHANGES (The following clubs have changed their official names.)
From: Oosterhout, Netherlands (K07969) To: De Vijf Eiken (Oosteind), Netherlands
From: South Hill Spokane, Washington (K14956) To: Southwest Spokane, Washington
From: Lu Ho, Changhua, Taiwan (K16613) To: Chang Ting, Taiwan
TOTAL: 3 (Compared 1/14/2019 total of 7)
3
D. CLUB INCORPORATIONS (As required by the Kiwanis International Bylaws, the following clubs have submitted Articles of Incorporation for approval by the Board of Trustees.)
Kiwanis Club of Orangevale Fair Oaks California 10/17/2019 Kiwanis Club of Richmond Hill Georgia 8/19/2019 Kiwanis Club of Clear Lake Iowa 9/7/2019 Kiwanis Club of Literacy on the South Bay California 7/8/2019 Kiwanis Club of San Francisco Bay Area KYDS California 9/4/2019
TOTAL: 5 (Compared to 1/14/2019 total of 3)
E. CLUB FOUNDATIONS (The following clubs have established non-profit 501(c) (3) foundations.)
Kiwanis Club of Desert Foundation Arizona 11/1/2019 Kiwanis Club of Taft Foundation California 11/1/2019 Kiwanis Foundation of Federal Way Washington 1/6/2020
TOTAL: 3 (Compared to 1/14/2019 total of 0)
F. KIWANIS CLUBS RECOMMENDED FOR CHARTER REVOCATION Refer to EXHIBIT 1 (salmon section) for a list of clubs to be recommended for charter revocation under Procedure 360. The clubs on this report have not paid dues as required. This list does not include Kiwanis clubs that have resigned. That list is found in Exhibit 2. The membership for these clubs is the last reported to Kiwanis International, and has been eliminated from active status.
TOTAL: 0 (Compared to 1/14/2019 total of 0)
G. KIWANIS CLUBS THAT HAVE RESIGNED
Refer to EXHIBIT 2 (gray section) for a list of clubs, which have resigned from Kiwanis International since the last Administrative Action Report. They have complied with the requirements of Article IV, Section 7 of the International Bylaws. The membership for these clubs is the last reported to Kiwanis International, and has been eliminated from active status.
These clubs have all resigned for routine reasons of declining interest. There is no controversy associated with any of them.
TOTAL: 38 (Compared to 1/14/2019 total of 38)
H. KIWANIS CLUBS RETURNED TO GOOD STANDING FROM PENDING REVOCATION STATUS
Refer to EXHIBIT 3 (blue section) for a list of clubs, which have paid their outstanding dues and have been returned to active status. 4
TOTAL: 41 (Compared to 1/14/2019 total of 10)
I. KIWANIS CLUBS REINSTATED FROM CHARTER REVOKED STATUS (The following clubs were previously revoked by Kiwanis International.)
Refer to EXHIBIT 4 (yellow section) for a list of clubs, which have been returned to active status and have met the requirements to have their charter reinstated.
TOTAL: 3 (Compared to 1/14/2019 total of 2)
J. DISTRICT BOUNDARY CHANGE
(None)
K. DISTRICT FOUNDATION AMENDMENTS
(None)
L. DISTRICT BYLAWS AMENDMENTS
(None)
M. DISTRICT INCORPORATIONS (None)
N. KIWANIS ASIA-PACIFIC BYLAWS AMENDMENTS
(None)
O. KIWANIS INTERNATIONAL EUROPEAN FEDERATION BYLAWS AMENDMENTS
(None) Date: 01/13/2020 Kiwanis International Page 1 of 1 Time: 2:40:12PM Administrative Action Report CUS9012
Exhibit 1: Kiwanis Clubs Recommended for Charter Revocation for not paying financial obligations (Proc 360) Status Club Key Club Name St./Cntry No. Mbrs Date Organized Change Date A/R Balance
USD TOTAL
Total Number - Members Total Number - Clubs Total A/R Balance Date: 01/13/2020 Kiwanis International Page 1 of 5 Time: 2:47:53PM Administrative Action Report CUS9013
Exhibit 2: Kiwanis Clubs That Have Resigned
Club Key Club Name St./Cntry No. Mbrs Date Organized Resigned Date A/R Balance Reason Resigned
K02 California-Nevada-Hawaii
K05484 Rancho Cucamonga CA 10/12/1961 10/03/2019 0.00 USD LOWMEM - Low membership-Lost interest Total
K03 Capital
K04088 North Richmond VA 6 11/12/1953 01/03/2020 654.00 USD LOWMEM - Low membership-Lost interest Total 6
K04 Carolinas
K02357 Kings Mountain NC 10 03/07/1940 12/13/2019 1,070.00 USD LOWMEM - Low membership-Lost interest K11995 King NC 10 04/29/1987 10/01/2019 0.00 USD CLOSD2 - Closed-no reason given-club sent letter Total 20
K05 Florida
K05938 Deltona-Southwest Volusia FL 9 09/03/1964 10/18/2019 0.00 USD CLOSD2 - Closed-no reason given-club sent letter Total 9
K07 Illinois-Eastern Iowa
K02116 Edwardsville IL 09/29/1936 10/01/2019 0.00 USD LOWMEM - Low membership-Lost interest K03907 South Chicago Heights IL 7 11/26/1952 12/09/2019 698.00 USD LOWMEM - Low membership-Lost interest K19404 Peanut Day of Lockport IL 12/18/2017 12/13/2019 0.00 USD CLOSD2 - Closed-no reason given-club sent letter Total 7 Date: 01/13/2020 Kiwanis International Page 2 of 5 Time: 2:47:53PM Administrative Action Report CUS9013
Exhibit 2: Kiwanis Clubs That Have Resigned
Club Key Club Name St./Cntry No. Mbrs Date Organized Resigned Date A/R Balance Reason Resigned
K09 Kansas
K09424 Shawnee KS 14 11/30/1978 10/02/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 14
K10 Kentucky-Tennessee
K06501 Gardenside, Lexington KY 6 04/30/1969 10/10/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 6
K11 Louisiana-Mississippi-West Tennessee
K04569 Audubon, Baton Rouge LA 5 02/01/1956 10/18/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 5
K13 Minnesota-Dakotas
K00846 Lisbon ND 23 09/06/1922 10/07/2019 0.00 USD LOWMEM - Low membership-Lost interest K03510 Lakefield MN 15 07/10/1950 10/21/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 38
K14 Missouri-Arkansas
K05056 Warrensburg MO 5 11/25/1958 10/31/2019 776.00 USD LOWMEM - Low membership-Lost interest K19551 Bentonville Serving Kids AR 25 04/24/2018 01/07/2020 2,218.75 USD CLOSD2 - Closed-no reason given-club sent letter Total 30
K16 Nebraska-Iowa
K05517 Knoxville IA 10 11/30/1961 12/10/2019 1,020.00 USD DISREC - District Recommended Total 10 Date: 01/13/2020 Kiwanis International Page 3 of 5 Time: 2:47:53PM Administrative Action Report CUS9013
Exhibit 2: Kiwanis Clubs That Have Resigned
Club Key Club Name St./Cntry No. Mbrs Date Organized Resigned Date A/R Balance Reason Resigned
K19 New York
K04939 North Syracuse NY 2 04/15/1958 01/10/2020 202.00 USD LOWMEM - Low membership-Lost interest K11625 Catskill NY 9 12/12/1985 10/01/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 11
K20 Ohio
K04461 White Oak-Monfort Heights OH 16 06/06/1955 10/01/2019 0.00 USD LOWMEM - Low membership-Lost interest K19057 Eastern Cincinnati OH 09/26/2016 10/07/2019 0.00 USD CLOSD2 - Closed-no reason given-club sent letter Total 16
K22 Pacific Northwest
K01236 Bend OR 23 05/14/1924 01/03/2020 2,749.00 USD CLOSD2 - Closed-no reason given-club sent letter K04562 South Riverside, Portland OR 12 01/12/1956 11/20/2019 1,535.00 USD CLOSD2 - Closed-no reason given-club sent letter K08950 Gresham Earlyrisers OR 13 11/04/1977 10/17/2019 1,764.00 USD CLOSD2 - Closed-no reason given-club sent letter K11773 Capilano, West Vancouver BC 9 07/29/1986 10/31/2019 1,518.79 USD LOWMEM - Low membership-Lost interest K19734 Milwaukie Area OR 7 09/25/2018 10/09/2019 150.00 USD LOWMEM - Low membership-Lost interest Total 64
K26 Texas-Oklahoma
K07566 Greater South Austin TX 8 08/29/1974 11/30/2019 936.00 USD LOWMEM - Low membership-Lost interest K13310 Kingwood TX 10/05/1990 10/07/2019 0.00 USD LOWMEM - Low membership-Lost interest K18553 Texas-Oklahoma Young TX 7 03/11/2014 10/26/2019 575.00 USD CLOSD2 - Closed-no reason Professionals given-club sent letter Total 15 Date: 01/13/2020 Kiwanis International Page 4 of 5 Time: 2:47:53PM Administrative Action Report CUS9013
Exhibit 2: Kiwanis Clubs That Have Resigned
Club Key Club Name St./Cntry No. Mbrs Date Organized Resigned Date A/R Balance Reason Resigned
K28 Western Canada (Provisional District)
K03627 Atikokan ON 16 04/13/1951 10/21/2019 2,735.56 USD CLOSD2 - Closed-no reason given-club sent letter K03851 Green Acres, Lethbridge AB 9 06/10/1952 10/10/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 25
K30 Wisconsin-Upper Michigan
K04061 Kiel WI 5 10/13/1953 10/28/2019 0.00 USD LOWMEM - Low membership-Lost interest K05408 Omro WI 6 05/09/1961 10/29/2019 742.00 USD DISREC - District Recommended Total 11
K37 Austria
K16549 Hermagor Karnische Region AUT 15 08/08/2002 10/25/2019 0.00 USD DISREC - District Recommended Total 15
K40 Norden
K13795 Nordby NOR 3 02/26/1992 10/19/2019 0.00 USD LOWMEM - Low membership-Lost interest Total 3
K41 Switzerland-Liechtenstein
K08056 Geneve-Carouge CHE 11/30/1965 11/25/2019 0.00 USD LOWMEM - Low membership-Lost interest Total
K45 Italy-San Marino
K12647 Marsala ITA 03/20/1989 10/07/2019 0.00 USD CLOSD2 - Closed-no reason given-club sent letter Total Date: 01/13/2020 Kiwanis International Page 5 of 5 Time: 2:47:53PM Administrative Action Report CUS9013
Exhibit 2: Kiwanis Clubs That Have Resigned
Club Key Club Name St./Cntry No. Mbrs Date Organized Resigned Date A/R Balance Reason Resigned
K56 Malaysia
K19196 Kota Tinggi MYS 15 12/16/2016 12/20/2019 780.00 USD CLOSD2 - Closed-no reason given-club sent letter K19607 IMPIAN EMAS, JOHOR MYS 15 07/01/2018 12/20/2019 780.00 USD CLOSD2 - Closed-no reason given-club sent letter Total 30
Total Number - Members 335 Total Number - Clubs 38 Date: 01/13/2020 Kiwanis International Page 1 of 3 Time: 2:31:08PM Administrative Action Report CUS9010
Exhibit 3: Kiwanis Clubs Returned to Good Standing from Pending Revocation Status Club Key Club Name St./Cntry No. Mbrs Date Organized Change Date K33 Colombia
K11888 Villavicencio-Centro COL 7 11/29/1986 07/17/2019 Total 7 K36 Philippine Luzon
K14869 Pangasinense, Dagupan City PHL 24 11/08/1995 10/03/2019 K15926 Siete Lagos, San Pablo PHL 29 06/09/2000 09/30/2019 K17431 Hundred Islands PHL 15 08/20/2006 10/22/2019 K17625 Purple Heart Luzon PHL 22 11/11/2007 09/30/2019 K17837 Mendez Nuñez PHL 35 05/17/2009 09/30/2019 K18504 Palawan PHL 12 10/01/2013 09/30/2019 K19410 Zambales, Olongapo City PHL 16 12/22/2017 09/30/2019 Total 153 K42 Philippine South
K06818 Iligan City PHL 15 05/20/1971 10/22/2019 K14152 Secured Valley, Cagayan De Oro City PHL 20 02/19/1993 10/22/2019 K15238 Iligan Bay PHL 15 07/22/1997 09/30/2019 K16861 Kalibo Ati-Atihan PHL 11 09/16/2003 10/22/2019 K18217 Kapisnon PHL 33 12/31/2011 09/30/2019 K18422 Golden Friendship, Cagayan De Oro City PHL 18 06/08/2013 10/22/2019 K18967 Cagayan De Oro Higalaay PHL 19 10/01/2015 09/30/2019 K19497 Palimbang S.K. PHL 20 12/13/2017 09/30/2019 Total 151 K44 Taiwan
K14843 Dynasty, Taipei TWN 32 10/01/1995 10/14/2019 K18128 Chen Hsin TWN 139 12/06/2010 10/14/2019 K19620 Tien Mu, Taichung City TWN 33 07/16/2018 10/14/2019 Total 204 Date: 01/13/2020 Kiwanis International Page 2 of 3 Time: 2:31:08PM Administrative Action Report CUS9010
Exhibit 3: Kiwanis Clubs Returned to Good Standing from Pending Revocation Status Club Key Club Name St./Cntry No. Mbrs Date Organized Change Date K45 Italy-San Marino
K17815 Reggio Città del Mediterraneo ITA 7 04/20/2009 10/02/2019 K18540 Alessandria Cittá della Paglia ITA 5 01/20/2014 08/01/2019 Total 12 K51 Korea, Republic of (Provisional District)
K06430 Chinju City KOR 9 09/10/1968 10/24/2019 K06575 Bupyeong, Inchon KOR 29 09/19/1969 10/24/2019 K09506 Nam Seoul KOR 18 02/20/1979 10/24/2019 K10710 So Myung, Seoul KOR 30 06/09/1982 10/24/2019 K13061 Kuri Paldang KOR 14 03/29/1990 07/17/2019 K13368 Namyangju KOR 33 01/24/1991 10/24/2019 K13782 Jonghowon-Eup KOR 21 01/20/1992 10/24/2019 K14508 Sae Chinju, Chinju City KOR 16 07/22/1994 10/24/2019 K16611 Joongang, Seoul KOR 11 08/26/2002 10/24/2019 K17950 Incheon KOR 11 12/15/2009 10/24/2019 K18057 Gumwang KOR 10 08/21/2010 10/24/2019 K18158 Jinjusung KOR 15 04/15/2011 10/24/2019 K19105 Su Jin KOR 21 08/03/2016 10/24/2019 K19322 Shin-Moodeung KOR 26 01/01/2017 10/24/2019 K19326 Shin-Kyesan KOR 15 08/30/2017 10/24/2019 Total 279 K53 Non-Districted, Asia-Pacific
K13946 Jakarta IDN 15 03/17/1992 10/22/2019 Total 15 K55 Non-Districted, Africa
K18937 Matendo Bora Lubumbashi COD 16 08/17/2015 09/30/2019 K19184 Tiflet MAR 16 11/01/2016 10/01/2019 Total 32 Date: 01/13/2020 Kiwanis International Page 3 of 3 Time: 2:31:08PM Administrative Action Report CUS9010
Exhibit 3: Kiwanis Clubs Returned to Good Standing from Pending Revocation Status Club Key Club Name St./Cntry No. Mbrs Date Organized Change Date K56 Malaysia
K17059 Kuala Lumpur Central MYS 10 08/29/2004 10/24/2019 Total 10 K62 Hungary (Kiwanis Nation)
K18306 Marcali HUN 15 09/05/2012 10/02/2019 Total 15
Total Number - Members 878 Total Number - Clubs 41 Date: 01/13/2020 Kiwanis International Page 1 of 1 Time: 2:18:33PM Administrative Action Report CUS9010
Exhibit 4: Kiwanis Clubs Returned to Good Standing from Charter Revocation Status Club Key Club Name St./Cntry No. Mbrs Date Organized Change Date K02 California-Nevada-Hawaii
K05766 Ventura-Suburban CA 11 07/15/1963 09/30/2019 Total 11 K36 Philippine Luzon
K07612 Daet PHL 26 09/30/1974 11/13/2019 K11789 Chrysanthemum, San Pedro, Laguna PHL 23 08/16/1986 11/15/2019 Total 49
Total Number - Members 60 Total Number - Clubs 3 TAB 09 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON AUDIT AND FINANCE
JANUARY 15-16, 2020
Tuesday, January 7, 2020 Via GoToMeeting
In Attendance Committee Members Greg Beard, Chair Katrina Baranko, Vice-Chair Gunnsteinn Björnsson George R. Delisle David W. Hurrelbrink Peter J. Mancuso Cathy Szymanski Arthur N. “Art” Riley
Staff Liaisons Bob Broderick Bill Parker
Guests Charles Gugliuzza Regina Dreessen Janice Schepers Richard Wittgren, BKD Representative Dan Waninger, BKD Representative Sara Twining, BKD Representative
1. Call to order: 9:30 a.m. EST
2. Strategic Items - Items which accomplish the goals and priorities of the strategic plan and require committee deliberation and discussion before ratification
None
3. Other Business Items – Items which are generally operational in nature and require committee deliberation and discussion before ratification.
a. CFO Update – Financial Snapshot
The CFO presented a PowerPoint presentation that covered the financial results for the 2018- 2019 administrative year for Kiwanis International.
Board Committee on Audit and Finance Report - Page 1 b. Acceptance of 2018-19 Consolidated Audit Report (Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children’s Fund)
Bylaws require that the Board accept the annual audit for the organization. As a result, see Recommendation #1 for the work the Committee performed. c. Approval of 2019-20 Auditors (Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children’s Fund
Bylaws and Board Procedure require that the Board annually approve the auditors for the organization. See Recommendation #2 for the work the Committee performed. d. Review of the Current Investment Report
The Committee was provided a copy of the monthly investment report from Merrill Lynch as of December 31, 2019. Trent Cowles, Merrill Lynch Investment Advisor, did not attend the meeting but provided Staff and Committee with talking points related to the report. Chairman Beard discussed those points with the Committee.
A few things to note on the investment report:
o Kiwanis' investments have earned US$3.5 million in interest/dividends and US$6.8 million in appreciation since inception (January 2014) o Rate of Return for three months of 6.66% vs the benchmark of 8.16%, one year of 22.92% vs 24.32%, for 3 years of 10.04% vs 10.30%, and since inception of 7.45% vs 8.17%.
In addition, one of the Committee’s responsibilities is to review the Investment Policy at least annually and approve any needed changes. The investment policy will be reviewed at the April 2020 Board Meeting. Trent Cowles, investment advisor, will attend the April 2020 meeting and assist the Committee with its annual review of the Investment Policy. e. 2020-21 Budget Assumption and Process
Staff provided an update to the Committee on the proposed schedule to be used for preparing the 2020-21 budgets for the Kiwanis family organizations. Below is a summary of that schedule:
• January 2020 – Finance Department Staff prepares budget assumptions (revenue, employment costs, management fees, travel, etc.). • January-February 2020 – All cost center budgets are prepared by Staff. • February-March 2020 - Executive Director, CFO and Finance Staff meet to discuss all cost center budgets. • March 2020 – CFO and Finance Staff meet with department directors to discuss, refine and adjust budgets as directed by the Executive Director. • April 2020 – Audit and Finance Committee meets to discuss all cost center budgets and makes recommended changes. Staff adjusts budgets for approval by the Kiwanis Board. Planned meeting date is April 21-22, 2020. • April 2020 – Audit and Finance Committee recommends approval of 2020-21 Kiwanis, Circle K, and Kiwanis Youth Programs (KYP) budgets to the appropriate board.
Board Committee on Audit and Finance Report - Page 2 • April 2020 – Kiwanis and KYP Boards approve respective 2020-21 budgets for KI, CKI and KYP.
f. Analysis of Return on Investment for Second Year Dues Waiver
At the October 2019 meeting, the Committee was presented with statistics regarding the financial impact of the dues waiver for clubs in their second administrative year. The Committee wanted to revisit the issue at the January 2020 meeting and requested the CFO to prepare additional data related to the retention of new clubs and new members of new clubs for the past 10 years. See Recommendation #3 for the work the Committee performed.
g. Financial Report Criteria for Districts (Taiwan)
See Recommendation #4 for the work the Committee performed.
4. Future Business
a. CFO Update on Current Financial Performance b. Review of Current Investment Report c. Review of the Investment Policy d. 2020-2021 Budget Approval e. Review of Executive Director Expenses
5. Adjournment: 12:20 p.m. EST
Board Committee on Audit and Finance Report - Page 3
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON AUDIT AND FINANCE
JANUARY 15-16, 2020
Recommendation #1 (Consent)
Acceptance of 2018-19 Consolidated Audit Report (Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children's Fund)
Background: BKD, LLP performed the consolidated annual audits for Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children's Fund for 2018-19.
Discussion: Richard Wittgren, BKD representative, presented their report on the 2018-19 consolidated audit report and the Audit Committee Letter (aka Management Letter) for Kiwanis International, Circle K, Kiwanis Youth Programs, and Kiwanis Children's Fund to the Committee and answered questions that the Committee had regarding the reports. A copy of the final audit report and audit committee letter was emailed to the Kiwanis Board prior to the meeting.
The presentation was a high-level summary of the audit report for the years ending September 30, 2019 and 2018 and the corresponding audit committee letter. Rick highlighted the auditor’s opinion, the audit committee letter, and the consolidated financial statements. The Committee was provided a time to ask questions after Rick’s presentation. The Committee also met with the BKD representatives privately.
After the BKD presentation and questions, the Committee makes the following recommendation:
Recommendation #1: That the Kiwanis International Board accepts the 2018-19 consolidated audit report for Kiwanis International, Circle K International, Kiwanis Youth Programs and Kiwanis Children's Fund and the related Audit Committee Letter.
(ADOPTED)
Strategic Intent: This is in accordance with Kiwanis International Bylaws, Article XXIII, Section 7 and Procedure 715 - Audit. Governance: To comply with Kiwanis International Bylaws and Procedures. Currently, in compliance. Capacity: Kiwanis Staff assisted the independent accountants that have been contracted to perform the audit. Finance: No financial impact. Metrics: The auditors provided Kiwanis International with tangible audit report documents and reported findings to the Board. Effective Date: January 16, 2020.
Board Committee on Audit and Finance Report - Page 4 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON AUDIT AND FINANCE
JANAURY 15-16, 2020
Recommendation #2 (Consent)
Approval of 2019-20 Auditors (Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children's Fund)
Background: BKD, LLP was selected in April 2011 as the independent accountants for Kiwanis International, Circle K International, Kiwanis Youth Programs and Kiwanis Children's Fund. BKD, LLP performed the consolidated audits for Kiwanis, Circle K, Kiwanis Youth Programs, and Kiwanis Children's Fund for 2018-19. The audits were completed according to the planned schedule (November 4-15, 2019).
BKD, LLP completed the consolidated audit for the 2017-18 administrative year at a cost of US$96,705 and for the 2018-19 administrative year at a cost of US$96,705 (no increase) as noted below:
2017-18 Fiscal Yr. 2018-19 Fiscal Yr. Description Paid in 2018-19 Paid in 2019-20 (Actual) (Actual)
Consolidated Audit $60,875 $60,875
Tax Returns $20,685 $20,685
Kiwanis- Employee $15,145 $15,145 Benefits
TOTAL KIWANIS (USD) $96,705 $96,705
Via a written proposal, BKD has indicated the fee for the consolidated audit for the 2019-20 administrative year (paid in 2020-21) will be US$100,500. Staff indicated that BKD is a valued partner and suggested no changes be made regarding the audit selection. As a result, the Committee makes the following recommendation:
Recommendation #2: That the Kiwanis International Board selects BKD, LLP as auditors for Kiwanis International, Circle K International, Kiwanis Youth Programs, and Kiwanis Children’s Fund for the 2019-20 administrative year.
(ADOPTED)
Board Committee on Audit and Finance Report - Page 5
Strategic Intent: To approve the auditor in accordance with Kiwanis International Bylaws, Article XXIII, Section 7 and Board Procedure Section 715 - Audit. Governance: To comply with Kiwanis International Bylaws and Procedures. Currently in compliance. Capacity: Kiwanis Staff will assist the independent accountants that have been contracted to perform the audit. Finance: The audit fee for 2019-20 is proposed at US$100,500 (3.9% increase from 2018-19) for the work performed on the consolidated audit, tax returns and Kiwanis employee benefit audit. A three-year quote was provided in February 2019. NOTE: The 2020-21 audit fee is proposed at US$104,500 (4.0% increase from 2020-21) Metrics: The auditors will provide Kiwanis International with tangible audit report documents and report the findings to the Board. Effective Date: January 16, 2020.
Board Committee on Audit and Finance Report - Page 6 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON AUDIT AND FINANCE
JANAURY 15-16, 2020
Recommendation #3 (Action)
Analysis of Return on Investment for Second Year Dues Waiver
Background: At the October 2019 meeting, the Committee was presented with statistics regarding the financial impact of the dues waiver for clubs in their second year. The Committee wanted to revisit the issue at the January 2020 meeting and requested the CFO to prepare additional data related to the retention of new clubs and new members of new clubs for the past 10 years.
Discussion: The CFO gathered information on the number of new clubs and members of new clubs opened from 2009-2019. The purpose was to determine what the retention percentages were for such new club and new club members that were opened during the waiver period (January thru September) and those new clubs and new club members that were opened outside of the waiver period (October thru December). Below is the summarized statistics that the Committee received and discussed.
• New Clubs - After 5 years % of new clubs lost – Opened inside waiver period (28.85%); Opened outside waiver period (27.50%). • New Clubs - After 10 years % of new clubs lost – Opened inside waiver period (31.59%); Opened outside waiver period (31.24%). • New Members - After 5 years % of new members lost – Opened inside waiver period (52.34%); Opened outside waiver period (47.50%). • New Members - After 10 years % of new members lost – Opened inside waiver period (66.36%); Opened outside waiver period (50.81%).
After significant discussion, the Committee agreed that the dues waiver for clubs in their second year does not result in significant club or member retention and has not accomplished what its financial intent was. As a result, the Committee makes the following recommendation:
Recommendation #3: That the Kiwanis International Board approves the discontinuance of the dues waiver for all new clubs in their second administrative year. This discontinuance of the dues waiver will be effective for all new clubs opened October 1, 2020 and thereafter.
(POSTPONED UNTIL APRIL 2020 BOARD MEETING)
Board Committee on Audit and Finance Report - Page 7
Strategic Intent: To eliminate dues waivers that are not financially beneficial to the organization and to increase related dues revenues. Governance: Modify Kiwanis Board Policies and Procedures accordingly. Staff will find the appropriate section of the governing documents and adjust the wording as needed. Capacity: Dues billing system will not have this dues waiver programmed into its details. Finance: Annual previously lost revenue between US$144,896 and US$338,770 will be realized … depending upon # of new clubs opened. Metrics: Additional dues revenue will be realized. Effective Date: New clubs opened October 1, 2020 and thereafter.
Board Committee on Audit and Finance Report - Page 8
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON AUDIT AND FINANCE
JANAURY 15-16, 2020
Recommendation #4 (Action)
Financial Report Criteria for Districts
Background: Staff began the discussion with providing background information to the Committee concerning the Minimum Requirements for District in Good Standing:
204.1.D – Minimum Requirements - The district is current with all requirements of annual reporting to Kiwanis International including report of the district’s annual convention, report of the annual financial audit, copy of all annual and other governmental tax filings, and the most recent copy of the district’s bylaws and policies.
Some districts needed clarification on the definition of “annual financial audit” since the cost of a CPA Audit is cost prohibitive for some districts, especially for many CKI and Key Club Districts.
As a result, staff prepared the following Financial Reporting Criteria:
• If District gross receipts < $50,000 USD: Kiwanis requires a review by 3rd Party (non-board member) with letter and accompany financial statements
• If District gross receipts <$200,000 USD or Total Assets < $500,000 USD: Kiwanis requires CPA Compilation or CPA Review
• If District gross receipts <$500,000 USD or Total Assets < $1,250,000 USD: Kiwanis requires CPA Review or CPA Audit
• If District gross receipts ≥ $500,000 USD or Total Assets ≥ $1,250,000 USD: Kiwanis requires a CPA Audit
Discussion: Since the development of the criteria, the Taiwan District has voiced opposition to the criteria indicating that their governmental regulations do not require an audit but rather that the district appoint a team of Supervisors annually that examine the financial statements of the District. The district believes that this report from the Supervisors should suffice for the audit.
Staff explained that the Internal Revenue Service (IRS) in the United States also does not require an audit for non-profits. Rather, the IRS requires other reporting requirements, such as the annual filing of tax
Board Committee on Audit and Finance Report - Page 9 returns. Staff reiterated that an audit is considered a “good business practice” in every country. In Taiwan, an audit is a requirement for listed companies, private companies, insurance companies and financial institutions. This is similar to requirements in the United States. The Taiwan Company Act requires these companies to complete an annual audit following the Republic of China General Accepted Auditing Standards (ROC GAAS) which are consistent with International Financial Reporting Standards (IFRS).
After much discussion, the Committee agreed that an annual financial examination is a good business practice and made a few changes to the criteria. All district entities (Kiwanis, Circle K, Key Club and District Foundation) for all districts should comply using the new criteria for fiscal years ending on or after September 30, 2018.
As a result of the discussion, the Committee made the following recommendation:
Recommendation #4: That the Kiwanis International Board approves the following financial reporting criteria for districts:
Procedure 231 - District Financial Reporting Criteria
The following criteria shall govern the annual examination of district financial records required by the Kiwanis International Bylaws and the Standard Form for District Bylaws.
• If district gross revenue is less than US$100,000, Kiwanis requires a review by a third party (a non-board member) with a letter and accompanying financial statements. • If district gross revenue is less than US$200,000 or total assets are less than US$500,000, Kiwanis requires a CPA* Compilation or CPA Review. • If district gross revenue is less than US$500,000 or total assets are less than US$1,250,000, Kiwanis requires a CPA Review or CPA Audit. • If district gross revenue is greater than or equal to US$500,000 or total assets are greater than or equal to US$1,250,000, Kiwanis requires a CPA Audit. *CPA = Certified Public Accountant
(POSTPONED UNTIL APRIL 2020 BOARD MEETING)
Strategic Intent: To develop consistent good business practices throughout all districts. Governance: Modify Kiwanis Board Policies and Procedures accordingly. Staff will find the appropriate section of the governing documents and include the criteria. Capacity: Kiwanis Staff will communicate the criteria to all districts. Finance: No financial impact for Kiwanis International. Districts will incur costs to perform the needed financial statement examination (whichever one is done). Metrics: Districts that do not comply with the criteria will be “Not in Good Standing”. The Executive Director provides a report to the Board of Trustees at the beginning of each fiscal year of all Districts “Not in Good Standing”. Effective Date: January 16, 2020
Board Committee on Audit and Finance Report - Page 10 TAB 10 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
EXECUTIVE COMMITTEE
JANUARY 15-16, 2020
December 7, 2019 4:00 pm - Central European Time (UTC/GMT +1) 10:00 am - US and Canada Eastern Standard Time (UTC/GMT -5) 9:00 am - US and Canada Central Standard Time (UTC/GMT -6) 8:00 am - US and Canada Mountain Standard Time (UTC/GMT -7) 7:00 am - US and Canada Pacific Standard Time (UTC/GMT -8)
Committee Members: Daniel Vigneron, Chair Greg Beard Chuck Gugliuzza Peter J. Mancuso Richard G. “Dick” Olmstead, Jr. Arthur N. “Art” Riley James M. “Jim” Rochford Ernest Schmid
Staff Liaisons: Stan D. Soderstrom Erin Bakemeyer
Guest: David Kress
1. Call to order at 10:06 a.m. EST
2. Strategic Items - Items which accomplish the goals and priorities of the strategic plan and require committee deliberation and discussion before ratification.
a. Ratification of the Creation of a Board Risk Management Committee
See Recommendation #1
3. Other Business - Items which are generally operational in nature and require Committee deliberation and discussion before proposal to the Board.
a. Kiwanis World Service Medal Recipient Selection
Acting in accordance with policy 191 KIWANIS WORLD SERVICE MEDAL, the committee reviewed a list of candidates whose philanthropic work aligns with the organization’s branding. A top order of options was agreed upon for staff to pursue conversations. The committees top three are 1) Patrick Maurel, 2) Dan Marino and 3) Wayne Brady.
b. Kiwanis Alcohol Policy
See Recommendation #2
c. Kiwanis Elections Campaign Policy and Procedures
In 2017 and 2018, the Board of Trustees modified International Administration Policy B. 23. Endorsement of Candidates for Kiwanis International Offices and Procedure 193 - KIWANIS INTERNATIONAL ELECTION CAMPAIGN STANDARDS to clarify the endorsement and candidacy procedures for candidates for Trustee and Vice President. Questions raised in the execution of these rules in the last two years suggest additional clarification is needed. Additionally, the Committee is asked to consider introducing neutrality rules for members of the Board of Trustees in the election campaigning process. After much discussion it was determined to delay additional conversation on this topic until April.
d. Kiwanis Travel Policies
Constantly changing and evolving offerings and practices in the travel industry have required modifications and updates to the Kiwanis travel policies every few years. Changes to Procedure 178 – TRAVEL MANAGEMENT and 179 – TRAVEL REIMBURSEMENT BY KIWANIS INTERNATIONAL are proposed to provide an update to several of these rules and to allow additional flexibility in booking class of service in some transcontinental flights for some officers who travel on flights longer than seven hours. It was determined further discussion on this topic should be delayed until April.
4. Adjournment at 12:02 p.m. EST
Executive Committee Report - Page 2
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
EXECUTIVE COMMITTEE
JANUARY 15-16, 2020
Recommendation #1 (Action)
Ratification of the Creation of a Board Committee on Risk Management
Background: The Board should be provided an opportunity at each meeting to focus on risk and liability issues as well as keep a consistent record in our minutes. To demonstrate that the Board focuses on all risk issues, including but not limited to youth protection, legal is suggesting the creation of a risk management committee. The Board Committee on Risk Management would be responsible for considering and advising the Board on matters related to risk and liability including but not limited to youth protection, data protection, compliance with Kiwanis International policies and procedures, trademark and copyright protection, organizational structure, general liability insurance claims and other matters.
Recommendation #1: That the Kiwanis International Board ratifies the Executive Committee’s creation of a Board Committee on Risk Management, effective December 31, 2019, as codified below in new Procedure 102.7 – Risk Management:
102.7 – Risk Management
The Board Committee on Risk Management shall be responsible for considering and advising the Board on matters related to risk and liability including but not limited to youth protection, data protection, compliance with Kiwanis International policies and procedures, trademark and copyright protection, organizational structure, general liability insurance claims and other matters. The committee shall provide quarterly reports and updates to the Board on these matters. The committee shall consist of the members of the Executive Committee.
(ADOPTED)
Strategic Intent: To ensure financial viability and responsible stewardship Governance: In compliance Capacity: No impact Finance: No impact Metrics: Implementation of new policy Effective Date: December 31, 2019
Executive Committee Report - Page 3 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
EXECUTIVE COMMITTEE
JANUARY 15-16, 2020
Recommendation #2 (Action)
Kiwanis Alcohol Policy
Background: In 2018, The Board of Trustees modified General Policy C. 6. Alcohol Guidelines to strengthen the restrictive language in these rules regarding when and how alcoholic beverages could be served. In order to provide additional clarity, NEW amendments to these rules are proposed. Note: Other revisions were also mentioned; however, the committee determined to save those discussions until April.
Recommendation #2: That the Kiwanis International Board modifies Policy C. 6. Alcohol Guidelines, effective April 1, 2020, to strengthen the restrictive language as follows:
C. GENERAL 6. - Alcohol Guidelines Alcohol may be served or consumed at Kiwanis events in a legal and responsible manner, provided such serving or consumption is done in accordance with the customs and applicable laws where the club or other Kiwanis entity is located, and an adequate risk management program (to include liability insurance and adherence to legal requirements) is in place. (10/83) (1/13)
(ADOPTED)
Strategic Intent: Ensure financial viability and responsible stewardship Governance: In compliance Capacity: No impact Finance: No impact Metrics: Update policy Effective Date: April 1, 2020
Executive Committee Report - Page 4
TAB 11 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON LEADERSHIP DEVELOPMENT AND EDUCATION
JANUARY 15-16, 2020
Thursday, January 9, 2020 GoToMeeting conference call
Committee Members: Arthur N. “Art” Riley, Chair Greg Beard Gary “Coop” Cooper Elio Garozzo Tony Gunn James M. “Jim” Rochford (absent)
Staff Liaison: Chris Martz
Guest: Marcel Kreienbühl (Switzerland-Liechtenstein District), Chair, Leadership Advisory Task Force
1. Call to Order at 7:01 a.m. EST
2. Strategic Items
a. Strategic Plan Goals and Objectives
The committee agreed on the following outcomes derived from the strategic plan:
• What will be required for Kiwanis to function and grow future leaders and what level and type of staff support will be required?
• Outline the leadership education and opportunities that will be required and the effective formats that should be offered as a member benefit.
• Recommend leadership offerings that will attract people to Kiwanis membership.
Board Committee on Leadership Development and Education Report - Page 1
• Create a Kiwanis University structure to administer the recommended educational and leadership opportunities with the initial offerings to be available at the International Convention in Salt Lake City.
• Propose a leadership education program applicable to Service Leadership Programs members as well as non-Service Leadership Programs members utilizing applicable technology.
b. Kiwanis Leadership Initiative
Marcel Kreienbühl (Switzerland-Liechtenstein), Chair, Leadership Advisory Task Force gave an update on the task force’s work since appointment of members after the October 2019 board meeting. Marcel has been overseeing each of the areas’ initial work and discussion to determine where to begin working. Good discussion has ensued with the task force and now the work of each sub-group is set to begin.
A goal of the task force is to ensure leadership development and education is a global commitment of Kiwanis International from appointment of the committee members, to assessment of current leadership offerings, to implementation of new curriculum and initiatives. The committee agreed that it is imperative that we identify training modules, methods, and delivery of club leadership education outside North America. Consistent messaging from district trainers is vital to continuity of education in each district each year.
The committee discussed each of these task force subgroups looking at potential partners for Kiwanis International. The subgroups should be looking at resources beyond current Kiwanis staffing, resources, and educational delivery methods.
3. Other Business Items
a. Membership education on the Kiwanis website
It was brought to the committee’s attention from a member that membership education on the website used to be easier to access until the new website was designed.
Staff is currently working on creating “hubs” on the website that capture areas of education materials and resources. These “hubs” will include, but not limited to, govhub, clubhub, leadershiphub, and edhub.
b. Assignments for committee members
To streamline communications between the Leadership Advisory Task Force Team and the Board Committee on Leadership Development and Education, each committee member was assigned a task force sub-group liaison position:
Board Committee on Leadership Development and Education Report - Page 2
• Leadership Roles and Education o Vickie Frucci (Pacific Northwest), task force team leader o Elio Garozzo and Jim Rochford, board committee liaisons
• Governance Structures and Delivery o Jeff Wolfe (Capital), task force team leader o Greg Beard, board committee liaison
• Visionary Leadership o Josh Hiscock (Capital), task force team leader o Tony Gunn, board committee liaison
• Key Club 2.0 Committee o Elizabeth Tezza (Carolinas), committee chair o Gary Cooper, board committee liaison o Note: The Key Club 2.0 Committee reports to the Kiwanis Youth Programs Board and not the Kiwanis International Board.
4. Future Business
a. Discuss possible in person meeting of advisory group at the 2020 International Convention in Indianapolis.
b. Review progress reports from the Leadership Advisory Task Force sub-groups.
5. Adjournment at 7:53 a.m. EST
Board Committee on Leadership Development and Education Report - Page 3
TAB 12 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Tuesday, January 7, 2020 Indianapolis, Indiana, USA Kiwanis International Office Via GoTo Meeting
Committee Members: Chuck Gugliuzza, Chair Sam Sekhon, Vice Chair Gary “Coop” Cooper “George” Chian Chu-Ching Elio Garozzo Tony Gunn Richard G. “Dick” Olmstead, Jr. James “Jim” Rochford Ernest Schmid Ronald E. “Ron” Smith (Absent)
Staff Liaison: Jeff Oatess Eleida Ehman
Guests: Art Riley Bryce Kinder Yoga Kuo, Interpreter Philip Drury, Interpreter
1. Call to Order at 4:00 p.m. EST
2. Strategic Items
a. How to Prevent Members Removed from a Kiwanis Club from Joining Other Clubs
On occasion there are instances of former members attempting, sometimes successfully, to join a new club after being removed from another club. This could create issues for the newly joined club if it is unaware of the previous situation.
The committee discussed current processes and limitations and considered solutions to mitigate issues that may arise when a member dropped from one club joins another club. Further, there was discussion regarding the creation of a registry to list former members who have been removed from Kiwanis clubs and reasons for removal. Potential issues with this plan include defining the criteria for inclusion on the registry, how Kiwanis International would maintain it, and communicate to the
Board Committee on Membership Report – Page 1
districts and clubs. Also discussed were the potential privacy issues related to the list, including but not limited to who would have access and what, if any, action should be taken against members whose behavior has warranted the addition of their name to the list.
The committee asks that in-house legal counsel review the legality of maintaining and enforcing the registry and present conclusions at the April committee meeting.
b. Family Membership
At the October meeting, the committee discussed the pros and cons associated with the amendment on family membership put forward the last two years at International Conventions. Although the amendment may lead to more family friendly club meetings and service projects and increase Kiwanis’s image as a family-oriented organization, the effect on revenue and its ultimate effect on growth is difficult to measure and may prove to be detrimental. The committee questioned how to balance Kiwanis International’s image with their fiduciary responsibility to the organization.
The committee asked that a dialogue begin between the authors of the amendment and several Membership Committee members, led by Board trustee Sam Sekhon, and staff, in an effort to share concerns and see if a way forward can be agreed upon.
Sam updated the committee on conversations and meetings with the amendment proposers after which Membership Committee members suggested other options that may be considered such as free membership for the first year for family members and then full dues every year after that. Discounted dues for new members only (no transfers to the discounted fee) was also suggested.
Membership Committee Chair Chuck Gugliuzza agreed to talk to district leaders supporting the amendment about this option and hopefully find a middle ground with the amendment proposers.
3. Other Business
a. Kiwanis Asia-Pacific Matching Grant Requests
Requested Grants – • Australia – US$3,439.78 to hold leadership and education sessions throughout the district. • Japan – US$7,500.00 to host SLP club leaders in Japan at the district convention. • Philippine Luzon - US$14,000.00 for positional leadership education in the district. • Malaysia - US$10,250.00 for positional leadership education in the district. • Malaysia - US$6,375.00 for growth initiatives within the district. • Malaysia - US$10,000.00 for marketing technology investments in the district.
See Recommendations #1 through #6
b. Taiwan District Request to Attach Cambodia to its District
See Recommendation #7
Board Committee on Membership Report – Page 2
c. Bullying of Kiwanis Members by other Kiwanis Members
Bullying and disrespect of members within their club experience can lead to the disenfranchisement of members and ultimately their leaving the organization. The committee considered what if any recourse a member may have if they feel they are being bullied. Further discussion centered around the need for a fully defined anti-bullying policy that could serve as a deterrent to prevent Kiwanis members from bullying other members. The committee feels that inclusion of this issue in organizational education is paramount and requests that the Board Committee on Leadership Development and Education review the issue further.
4. Adjourned at 6:00 p.m. EST
Board Committee on Membership Report – Page 3
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #1 (Consent)
Kiwanis Asia-Pacific Matching Grant Request – Australia District
Background: The committee discussed the matching grant request Kiwanis District – Australia Submitted – December 2019 Category – Growth, Marketing & Education Project Goal – To familiarize club members with the KI and District strategic plan for 2019-20. To provide education to assist club leaders and ultimately all clubs to develop and write yearly goals based on the district I-plan. To conduct sessions on leadership to engage members with the view to recruit new club leaders and future leaders at all levels. To build 3 new clubs and to promote the impact and image of Kiwanis in the community through adopting more opportunities. Description – The process will be to hold District education and leadership education sessions by the District education leaders (governor, governor-elect and CLE leader) via Divisional meetings across Australia. All divisions except Division 2 (NE coast of AUS) have held these. Division 2 is in February 2020. All divisions will have follow-up education sessions during 2020. Our Australian District Education Conference for District Leaders and Lt. Governors will be May 2020. A district PR leader is to be appointed to work with the district board and clubs to assist with promoting Kiwanis. Hold community radio segments for publicity about the impact of Kiwanis and to build 3 new clubs. Timetable – October 1, 2019 through September 30, 2020 Outcome/Success Definition – Members evaluation and review of the education sessions throughout Australia. The number of clubs writing a yearly plan with goals in inspiration, insight, impact, image and investment. The measures and achievements of the club goals in the above five areas fulfilling KI, KAD, and club goals. 3 new clubs built, new members, partnerships, impact of club signature projects in the communities. Succession plans for new leaders entering administration at all levels. Estimated Project Cost - Total of US$6,879.56 (requesting matching grant of US$3439.78)
Discussion: The committee discussed the proposal and recommends that the amount granted be reduced in order to assure that funds remain available for future grant requests submitted for the remainder of the year. The committee approved the reduced amount of US$3,000.
Recommendation #1: That the Kiwanis International Board approves the matching grant request from the Australia District in the amount of US$3,000 for growth, marketing and education efforts.
(ADOPTED)
Strategic Intent: Membership, education and marketing Governance: In compliance Capacity: Within staff capacity Finance: US$3000 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 4
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #2 (Consent)
Kiwanis Asia-Pacific Matching Grant Request - Japan District
Background: The committee discussed the matching grant request from the Japan District: District – Japan Submitted – December 2019 Category – Education and training initiatives Project Goal – To provide an opportunity for SLP leaders to gather, report their activities, and learn leadership Description – Extend an invitation to two leaders from each SLP club in Japan to the district convention to report their activities, followed by an education session the following day. Timetable – September 2020 Outcome/Success Definition – Increased knowledge for SLP leaders, strengthening bonds among clubs. Estimated Project Cost - Total of US$15,000 (requesting matching grant of US$7,500)
Discussion: The committee discussed the proposal and recommends that the amount granted be reduced in order to assure that funds remain available for future grant requests submitted for the remainder of the year. The committee approved the reduced amount of US$5,000.
Recommendation #2: That the Kiwanis International Board approves the matching grant request from the Japan District in the amount of US$5,000 for a Service Leadership Programs (SLP) education conference within the district.
(ADOPTED)
Strategic Intent: Education Governance: In compliance Capacity: Within staff capacity Finance: US$5,000 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 5
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #3 (Consent)
Kiwanis Asia-Pacific Matching Grant Request – Philippine Luzon
Background: The committee discussed the matching grant request from the Philippine Luzon District: District – Philippine Luzon Submitted – December 2019 Category – Education and training initiatives Project Goal – Prepare district officers to achieve district leadership goals in line with Kiwanis Intl goals. Description – Conduct training sessions beginning in May 2020 and running through August 2020. Timetable – March 2020 to August 2020 Outcome/Success Definition – Membership growth of at least 10 percent overall, and formation of one new club per district. Estimated Project Cost - Total of US$28,000 (requesting matching grant of $US14,000)
Discussion: The committee discussed the proposal and recommends that the amount granted be reduced in order to assure that funds remain available for future grant requests submitted for the remainder of the year. The committee approved the reduced amount of US$10,000.
Recommendation #3: That the Kiwanis International Board approves the matching grant request from the Philippine Luzon District in the amount of US$10,000 for leadership education within the district.
(ADOPTED)
Strategic Intent: Education Governance: In compliance Capacity: Within staff capacity Finance: US$10,000 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 6
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #4 (Consent)
Kiwanis Asia-Pacific Matching Grant Request – Malaysia District (Growth Efforts)
Background: The committee discussed the matching grant request from the Malaysia District: District – Malaysia Submitted – December 2019 Category – Growth Project Goal – To build membership from 1,600 to 2,200 Description – Fund/distribute 1.) Tan Sri Khir Johari Challenge 2.) Retention Award 3.) Gift of Love Timetable – October 2019-September 2020 Outcome/Success Definition – Member retention of 90 percent in increase in membership by 600 by end of Kiwanis year. Estimated Project Cost - US$12,750 (requesting matching grant of US$6,375)
Discussion: The committee discussed the proposal and recommends that the amount granted be reduced in order to assure that funds remain available for future grant requests submitted for the remainder of the year. The committee approved the reduced amount of US$6000.
Recommendation #4: That the Kiwanis International Board approves the matching grant request from the Malaysia District in the amount of US$6,000 for growth efforts.
(ADOPTED)
Strategic Intent: Membership Governance: In compliance Capacity: Within staff capacity Finance: US$6,000 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 7
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #5 (Consent)
Kiwanis Asia-Pacific Matching Grant Request – Malaysia District (Growth Initiatives)
Background: The committee discussed the matching grant request from the Malaysia District: District – Malaysia Submitted – December 2019 Category – Education and training initiatives Project Goal – Conduct training programs for district and club level leadership, as well as SLP advisors. Description – Two-day training sessions for lieutenant governors, club presidents, secretaries, and treasurers and SLP advisors. Timetable – May 2020 to July 2020 Outcome/Success Definition – Participant evaluation based on post-training survey scores, and pre and post test for learning achievement. Estimated Project Cost - $US20,500 (requesting matching grant of US$10,250)
Discussion: The committee discussed the proposal and recommends that the amount granted be reduced in order to assure that funds remain available for future grant requests submitted for the remainder of the year. The committee approved the reduced amount of US$6,000.
Recommendation #5: That the Kiwanis International Board approves the matching grant request from the Malaysia District in the amount of US$6,000 for growth initiatives within the district.
(ADOPTED)
Strategic Intent: Membership Governance: In compliance Capacity: Within staff capacity Finance: US$6000 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 8
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #6 (Consent)
Kiwanis Asia-Pacific Matching Grant Request – Malaysia District (Marketing and Public Relations)
Background: The committee discussed the matching grant request from the Malaysia District: District – Malaysia Submitted – December 2019 Category – Marketing and public relations Project Goal – To invest in a platform for all clubs in the district to have their own portals. Description – Create a website for each club linked to a dedicated payment portal and app. The app is called MY Kiwanis and is currently in development. Timetable – April 2019-September 2020 Outcome/Success Definition – Clubs using new tools will be able to raise funds through micro donations. Estimated Project Cost – US$20,000 (requesting matching grant of US$10,000)
Discussion: The committee discussed the proposal and recommends that it be forwarded to the Board Committee on Public Relations, Image and Marketing.
Recommendation #6: That the Kiwanis International Board recommends that the request from the Malaysia District for a grant to allow all district clubs to have their own portals be forwarded to the Board Committee on Public Relations, Image and Marketing for further consideration.
(ADOPTED)
Strategic Intent: Marketing and PR Governance: In compliance Capacity: Within staff capacity Finance: US$0 Metrics: Number of new clubs and overall membership Effective Date: February 1, 2020
Board Committee on Membership Report – Page 9
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON MEMBERSHIP
January 15-16, 2020
Recommendation #7 (Consent)
Taiwan District Request to Attach Cambodia Club
Background: The Taiwan District’s Kiwanis Club of Tsi Kuan sponsored and chartered the Kiwanis Club of Metro Phnom Penh (KCMPP) in Cambodia in 2018 and has since then continued providing Kiwanis education and funding. Governor Lynn Liu has formally requested the Kiwanis International approve the attachment of said club to the Taiwan District as allowed per Kiwanis Procedure 202.
202 –ATTACHMENT OF REMOTE CLUBS A new Kiwanis club organized outside the territorial limits of a Kiwanis district, provisional district or Kiwanis nation may be attached to an existing district upon approval of the Kiwanis International Board. If so attached, such club shall have all of the rights, privileges and responsibilities of other clubs in the district. Such attachment shall not be considered as changing the boundaries of the district the club is attached to. (4/16)
Discussion: The committee discussed Taiwan’s investment in Cambodia growth efforts to date and how attachment may further growth efforts within Cambodia.
Recommendation #7: That the Kiwanis International Board approves the attachment of the Kiwanis Club of Metro Phnom Penh (KCMPP) in Cambodia to the Taiwan District.
(ADOPTED)
Strategic Intent: Membership Governance: In compliance Capacity: Within staff capacity Finance: US$0 Metrics: Future club growth within the country of Cambodia as well as growth and retention with the attached club. Effective Date: February 1, 2020
Board Committee on Membership Report – Page 10
TAB 13 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON PUBLIC RELATIONS, IMAGE AND MARKETING
January 15-16, 2020
Wednesday, January 8, 2020 GoToMeeting
Committee Members: Ernest Schmid, Chair George R. Delisle, Vice-Chair Gunnsteinn Björnsson “George” Chu-Ching Chian David W. Hurrelbrink Sam Sekhon
Staff Liaisons: Ben Hendricks Katherin Chi Steve Hadt
Guest: Arthur N. “Art” Riley, Kiwanis International President-Elect
1. Call to Order at 9:03 a.m. EST
2. Strategic Agenda
a. 2019 Public Relations Report
Staff presented the results of the 2019 Kiwanis International public relations effort. In 2019 there were more than 38,000 media mentions of Kiwanis Family brands and a general increase of engagement and impressions across two key social media platforms.
b. Kids Need Kiwanis 2.0 Membership Campaign update
The committee discussed digital membership campaigns that occurred in 2019 resulting in at least 236 members joining Kiwanis from these efforts.
c. Rose Parade update
The committee reviewed the data from the result of Rose Parade week. Participation in this event had no impact on increasing the number of visitors to Kiwanis.org. Additionally, there was insignificant impact on the number of new followers to the Kiwanis International social media accounts.
3. Adjournment at 9:34 a.m. EST
Board Committee on Public Relations, Image and Marketing Report - Page 1
TAB 14 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON RISK MANAGEMENT
JANUARY 15-16, 2020
Monday, January 6, 2020 9:30-11:30pm Central European Time 3:30-5:30pm US and Canada Eastern Standard Time 2:30-4:30pm US and Canada Central Standard Time 1:30-3:30pm US and Canada Mountain Standard Time 12:30-2:30pm US and Canada Pacific Standard Time Via GoToMeeting
Committee Members: Daniel Vigneron, Chair Greg Beard Chuck Gugliuzza Peter J. Mancuso Richard G. “Dick” Olmstead, Jr. Arthur N. “Art” Riley James M. “Jim” Rochford Ernest Schmid
Staff Liaison: David Kress, General Counsel
Guests: Stan Soderstrom, Executive Director Michelle Study-Campbell, Director of Youth Protection Erin Bakemeyer, Director of Executive Services
1. Call to Order at 3:31 p.m. EST
2. Strategic Items - Items which accomplish the goals and priorities of the strategic plan and require committee deliberation and discussion.
a. Review of Board Committee Duties
The committee reviewed its responsibilities.
Board Committee on Risk Management Report - Page 1
b. Approval of Amendments to Kiwanis International’s Youth Protection Policies and Procedures
The committee reviewed proposed policy changes to its youth protection policies.
See Recommendation #1.
3. Other Business – Items which are generally operational in nature and require committee deliberation and discussion before ratification
A. Update on Youth Protection Education and Policy Compliance
Kiwanis Youth Programs Executive Director provided a report regarding youth protection initiatives and current statistics on compliance and education. See Exhibit A which summarizes the report.
B. Update on Kiwanis Vocational Home (KVH) and Olympia Kiwanis Boys Ranch (OKBR) Litigation
General Legal Counsel provided an update on all litigation related to the Kiwanis Vocational Home (KVH) and the Olympia Kiwanis Boys Ranch (OKBR), with an emphasis on the L.W. case, which is scheduled for mediation on January 14, 2020.
C. Salesforce Implementation and District and Club Website Rollout
General Counsel discussed the steps that are being taken to ensure that data is secure with the implementation of Salesforce and the rollout of district and club websites.
D. Protection of Kiwanis Name and Marks
General Counsel discussed ongoing efforts to identify existing club and district projects that bear the Kiwanis name and the steps being taken to insulate Kiwanis International from liability when the Kiwanis name is used.
4. Future Business - Additional topics, other than routine business for future consideration.
None
5. Adjournment at 4:44 p.m. EST
Board Committee on Risk Management Report - Page 2
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON RISK MANAGEMENT
JANUARY 15-16, 2020
Recommendation #1 (Consent)
Approval of Amendments to Kiwanis International’s Youth Protection Policies and Procedures
Background: Kiwanis International makes continuous and ongoing efforts to ensure that its youth protection policies and procedures are designed to provide a safe and secure environment for youth.
Discussion: The Committee reviewed the proposed amendments.
Recommendation #1: That the Kiwanis International Board approves revisions to Policy B.16 – Criminal History Background Checks and new Policy B.17 – Conduct With Youth, as shown below, effective May 1, 2020.
B. INTERNATIONAL ADMINISTRATION
16. Criminal History Background Checks
a. Kiwanis International (4/15)
(4) Adults at Kiwanis International Youth Events: A clear background check is necessary required for all adults (Kiwanis members and non-members) registered for, participating in, or staying overnight at any service leadership program event organized by Kiwanis International, a district, a division, or a club that involves direct interaction between adults and youth under age 18. A clear check must be verified prior to arrival at the event. Persons without a clear check may not attend the event. (4/10) (4/15)
Aktion Club members are exempt from criminal history background checks. However, their chaperones/caregivers are not exempt. (4/15)
b. Districts (7/17)
(2) District Administrators for Service Leadership Programs: Kiwanis International requires all SLP District Administrators to complete an application process, which includes submitting a completed application, having a clear background check conducted and verified by Kiwanis International, and completion of Kiwanis International youth protection training and any other elements that may be required
Board Committee on Risk Management Report - Page 3
by Kiwanis International. After receipt of an individual’s application and verification of all required elements, Kiwanis International will review the information and decide, in its sole and absolute discretion, whether the individual is accepted to become an SLP District Administrator. Kiwanis has no obligation to allow an individual to become an SLP District Administrator based solely on a “clear” background check. Denial may be appealed via the process outlined in Procedure 197.
(2) (3) Chairs and Committees for Service Leadership Programs: Kiwanis International will require criminal history background checks to be conducted and verified by Kiwanis International for all district chairpersons and committee members for all Service Leadership Programs. Persons without a clear background check may not serve as a district chairperson or committee member for Kiwanis Service Leadership programs. (4/13) (Rev. 4/16, effective 10/16)
(Existing subsections (2) through (6) will also be renumbered.)
17. Conduct with Youth
Kiwanis will provide youth with the highest quality services and leadership guidance available. Kiwanis is committed to creating an environment for youth that is safe, nurturing, and empowering, and that promotes growth and success.
Kiwanis will not tolerate any form of abuse or harassment against any youth. All reports of suspicious or inappropriate behavior with youth or allegations of abuse or harassment will be taken seriously. Kiwanis will cooperate fully with authorities if allegations of abuse are made that require investigation. No youth will be discriminated against on the basis of race, color, creed, national origin, sex, age, religion, sexual orientation or gender identity. All Kiwanis volunteers will agree to follow all requirements and guidance of all Kiwanis Service Leadership Programs.
(Existing B.17 through B.25 will also be renumbered.)
(ADOPTED)
Strategic Intent: Operational Governance: Amendment to Sections 16 and 17 of Kiwanis International’s Policies and Procedures: Capacity: No impact to existing staff capacity Finance: No change to current year budget. Effective Date: May 1, 2020
Board Committee on Risk Management Report - Page 4
BOARD COMMITTEE ON RISK MANAGEMENT REPORT - EXHIBIT A Kiwanis International Youth Protection Guidelines
Michelle Study-Campbell, MPA Director, Youth Protection 2019 Youth Protection
• Established system to monitor compliance regularly • Renewed enforcement efforts • Created and implemented chaperone training and enhanced BGC for 200+ advisors • Created and delivered over 100 hours of in- person or webinar training in 2019 2019 Youth Protection
• Completed external audit with Praesidium, Inc. • Sourced and entered into agreement for new dedicated Kiwanis Helpline, launching Jan. 2020 YPG Compliance
Youth Protection Dashboard 3/31/2019 6/30/2019 9/30/2019 12/31/2019 Background Checks 47% 49% 51% 54% Key Club 46% 48% 49% 53% Builders Club 47% 48% 51% 54% Circle K 54% 54% 56% 63% K Kids 48% 51% 53% 56% Aktion Club 51% 50% 52% 57%
YPG Training 18% 31% 38% 18% Key Club 16% 20% 36% 17% Builders Club 18% 33% 40% 18% Circle K 15% 29% 25% 14% K Kids 25% 39% 44% 22% Aktion Club 17% 32% 40% 16%
Praesidium Training Courses Completed NA 246 380 440 Kiwanis Youth Protection Future State • Protect, educate and engage all Kiwanis members youth and adult. • Protect youth members from predators • Empower and educate adult members with best practices when working with youth • Provide youth with positive skills development tools designed to inspire and engage our future leaders to be their best Kiwanis Youth Protection- ABC’s • A- Accessible, high quality training and resources: ▪ Expanded online training ▪ Training for chaperones ▪ Ongoing training and resources for Youth Protection Managers, advisors and leadership Kiwanis Youth Protection- ABC’s
• B- Background checks and beyond ▪ Enhanced background checks for chaperones and club advisors ▪ Recognition for clubs and districts that reach compliance levels ▪ Dedicated compliance specialist to better track and communicate compliance rates and opportunities for improvement Kiwanis Youth Protection- ABC’s
• C- Culture of care ▪ Positive youth development materials ▪ On-line training for youth on positive peer pressure, being an upstander and more ▪ Resources for parents on positive youth development and youth protection Thank you TAB 15 KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS
January 15-16, 2020
Wednesday, January 8, 2020 Conference call information: Toll Free: 800-406-9170 Conference ID: 3502232 #
Committee Members: Richard G. “Dick” Olmstead, Jr., Chair Ronald “Ron” Smith, Vice-Chair -Absent Katrina Baranko Chuck Gugliuzza Peter J. Mancuso Cathy Szymanski
Staff Liaison: Pam Norman
Guests: Bill Jerrow Jeff Harris
1. Call to Order: 9:00 a.m. EST
2. Strategic Items - Items which accomplish the goals and priorities of the strategic plan and require committee deliberation.
a. Approval of Changes to the Circle K International Policy Code
See Recommendation #1
3. Other Business - Items which are generally operational in nature and require committee deliberation and discussion before proposal to the Board.
a. Review of committee’s duties and timeline for the Signature Project Contest
Corporate relations staff presented an overview and timeline for the Signature Project Contest including committee duties and deadlines for submission review. Enhancements to the 2020 contest include awards in two categories based on club size. Tier one will include clubs with 27 or fewer members and tier two will include clubs with 28 or more members. See Exhibits B & C.
Board Committee on Service and Partnerships Report - Page 1
b. Partnership Pipeline
Corporate relations staff presented the partnership pipeline including prospects in the following industries: mobile transaction processing, big box hardware retailer, flag manufacturer, and a member benefits aggregator.
Staff reported the 2020 partnership renewal for Landscape Structures and ongoing conversation with the U.S. Army to activate a larger annual investment to support activation of convention and marketing efforts. Army support of Kiwanis memberships continues to be in place and can be accessed through the marketing budgets of local recruiting offices.
4. Adjournment: 10:00 a.m. EST
Board Committee on Service and Partnerships Report - Page 2
KIWANIS INTERNATIONAL BOARD OF TRUSTEES COMMITTEE REPORT
BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS
JANUARY 15-16, 2020
Recommendation #1 (Consent)
Approval of Changes to the Circle K International Policy Code
Background: The International Council adopted four policy changes to the Circle K International Policy Code at its meeting in Orlando, Florida. The Kiwanis International Board must approve all changes to the CKI Policy Code. At the October 2019 Board meeting, two of the four policy changes were approved and two were referred back to the Circle K Board for further clarification in the wording.
Discussion: Policy changes #1 and #4 were presented to the committee by Circle K staff with clarifying language for the Enforcement of Violations by Candidates and Grievances and Assignment of Districts to International Officers. The committee accepted the clarifying language and proposed changes are included as Exhibit A.
Recommendation #1: That the Kiwanis International Board approves revisions to the Circle K International Policy Codes adopted by the Circle K International Council, as shown in Exhibit A.
(ADOPTED)
Strategic Intent: Goal #3 – Community Impact Governance: Circle K International policy update Capacity: No impact Finance: No impact Metrics: Not applicable Effective Date: Upon Kiwanis International Board approval
Board Committee on Service and Partnerships Report - Page 3 BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS REPORT – EXHIBIT A
The following Circle K International Policy Code changes were adopted on June 25, 2019, by the Circle K International Council:
POLICY CHANGE #1 Purpose: Provide further direction and timelines to the grievance process for campaign violations
Section G: International Officers 7. Enforcement of Violations by Candidates and Grievances a. Enforcement i. Any individuals running for office shall not be part of the Executive Committee utilized for election enforcement. The International President, in consultation with the International Director, may select another individual to sit on the committee for this purpose. ii. Any entity found in violation of this policy may be subject to loss of delegate voting rights in the elections for international office or disqualification of candidacy, upon a supermajority of the International Board. b. Grievances i. A grievance is a appeal by the candidate of any action taken by the Executive Committee. Grievances will be reviewed and subject to action by the CKI Board. ii. The decision of the CKI Board shall be final, and documentation of the event and actions shall be filed. b. Appeals i. A candidate found in violation of campaign policies may appeal the decision of the executive committee by submitting a letter to the International President and Director requesting a review by the CKI Board within 5 days of receiving the original outcome. ii. Their request should include the following reasons for appealing: error in the decision; the severity of the decision did not match the severity of the violation; or new information that would materially affect the outcome that could not have been discovered prior to the executive committee's decision. iii. The International Board will review the appeal in a closed board meeting, which will be held prior to the upcoming elections for International office. The candidate will receive at least five (5) days advance notice of that meeting. During review, the full board will consider the evidence, the process used, and the reasoning for the decision made, and determine one of three possible actions: the original decision is upheld; the original decision is upheld, but the outcome lessened; or the original decision is overturned. The International Board will notify the candidate of its decision within forty-eight (48) hours. iv. The decision of the CKI Board shall be final, and documentation of the event shall be filed.
Board Committee on Service and Partnerships Report - Exhibit A – Page 1
BOARD COMMITTEE ON SERVICE AND PARTNERSHIPS REPORT – EXHIBIT A
POLICY CHANGE #4 Purpose: Clarification to how international trustees are assigned to districts and the process of reassigning districts in the event of a trustee resignation.
Section G: International Officers 9. Assignment of Districts to International Officers a. All assignments of districts to a given international officer are decided by the Circle K International President and Circle K International Vice President. Districts shall be divided up approximately evenly amongst the number of trustees, such that each trustee shall represent no less than four (4) districts. Assignment will be done on the basis of forms filled out by the governors and trustees regarding strengths and goals and will be determined within two weeks of the international convention at which the Trustees are elected. b. The Circle K International Vice President shall, in conjunction with any applicable international committees, assist in overseeing districts-in-formation. c. In the event of an International Trustee vacancy for any reason other than lack of election at CKIx, the trustee’s assigned districts will be reallocated to other trustees at the discretion of the Executive committee. In such a case, all affected districts shall be notified of the vacancy and reallocation as soon as reasonably possible.
Board Committee on Service and Partnerships Report - Exhibit A – Page 2
Board Committee on Service and Partnerships Report - Exhibit B 2020 Signature Project Calendar W I N T E R S P R I N G S U M M E R 15-Dec Contest open 16-Dec Email (contest is open) 27-Jan Contest closed 9-Mar 20-Apr 1-Jun 17-Dec 28-Jan 10-Mar 21-Apr 2-Jun 18-Dec 29-Jan 11-Mar Content due for May magazine 22-Apr 3-Jun 19-Dec 30-Jan 12-Mar 23-Apr Board in town 4-Jun 20-Dec 31-Jan 13-Mar Top 10 selected 24-Apr Gary - Order awards - Qty 6 5-Jun 23-Dec 3-Feb 16-Mar 27-Apr 8-Jun 24-Dec 4-Feb 17-Mar 28-Apr 9-Jun Hold for possible S&P comm mtg if 25-Dec 5-Feb 18-Mar ties occur 29-Apr 10-Jun 26-Dec 6-Feb 19-Mar 30-Apr 11-Jun 27-Dec 7-Feb 20-Mar Top 10 notified 1-May 12-Jun Send top ten in both tiers to 30-Dec 10-Feb 23-Mar external judging panel 4-May 15-Jun 31-Dec 11-Feb 24-Mar Dateline 5-May Magazine Post - content due Jan 10 16-Jun 1-Jan 12-Feb 25-Mar 6-May 17-Jun 2-Jan 13-Feb 26-Mar 7-May 18-Jun SigPro Finalists Breakfast 3-Jan 14-Feb District selections due 27-Mar 8-May 19-Jun 6-Jan 17-Feb 30-Mar 11-May 7-Jan 18-Feb 31-Mar 12-May 8-Jan 19-Feb 1-Apr 13-May 9-Jan 20-Feb 2-Apr 14-May 10-Jan 21-Feb 3-Apr 15-May 13-Jan 24-Feb Deliver to judges 6-Apr Magazine Post - due Feb 10 18-May 14-Jan Dateline 25-Feb 7-Apr 19-May 15-Jan 26-Feb 8-Apr 20-May 16-Jan 27-Feb 9-Apr 21-May 17-Jan 28-Feb 10-Apr Early-bird registration ends 22-May 20-Jan 2-Mar 13-Apr 25-May 21-Jan 3-Mar 14-Apr 26-May Gold, silver and bronze judging 22-Jan 4-Mar 15-Apr complete 27-May 23-Jan DG & DS email - contest closing 5-Mar 16-Apr 28-May 24-Jan 6-Mar 17-Apr 29-May Awards due at KI Board Committee on Service and Partnerships - Report - Exhibit C
SIGNATURE PROJECT CONTEST JUDGING RUBRIC District Name: ______Project Name:______
5 points 4 points 3 points 2 points 1 point 0 point Total points Take place The project is a long- The project takes place The project takes place Opportunities exist for The project was a This does not meet annually or be standing, yearly yearly, but hasn't yet regularly, but not this project to occur on a one-time event the requirements for recurring tradition in the become a tradition yearly regular basis a signature project community Enhance the The current Kiwanis The project shows the The project shows the Some Kiwanis branding Incorrect Kiwanis No Kiwanis branding Kiwanis brand brand is at the center Kiwanis brand Kiwanis brand exists in the project, but branding is used in exists in this project and forefront of the accurately and accurately and room exists for this project signature project appropriately appropriately but was strengthening too insignificant to be seen Demonstrate The project has a The project impacts The project has some The project has The project may The project has no significant significant impact on children or raises funds impact on children or immediate and/or short- impact children or impact on children impact on the improving the lives of raises some funds term impact on children raise funds, but or fundraising community children or raises or raises some funds but submission does not significant funds no long-lasting impact detail its impact Strengthen The club has seen 10 or The club has seen new The club uses the The club uses the Opportunities exist The project has no membership more members join members join Kiwanis project to recruit new signature project to to use the signature impact on Kiwanis or has seen or has seen members, but has not engage members, but project to recruit membership or substantial engagement among seen engagement does not actively recruit new members or member engagement among current members among members new members improve engagement current members membership engagement
Strengthen The project is enhanced The project features The project uses The project uses some The project invites Club does not work partnerships by working with Kiwanis International services and/or goods services and/or goods of local or Kiwanis with local or Kiwanis Kiwanis International or and/or local partners of Kiwanis local or Kiwanis International International local partners International partners International partners, partners, but does partners but can increase not actively use usefulness goods and/or services
Total score:
Board Committee on Service and Partnerships Report – Exhibit C – Page 1
TAB 16 REPORT 2019-20 RESOLUTIONS & BYLAWS COMMITTEE To the Kiwanis International Board
Report Date: December 9, 2019 Chair: Paul Palazzolo, Kiwanis International Past President Members: Roy Bird, Piero Grasso, Stewart LaBrooy, and Liz Peters, Guests: K.I. Parliamentarian Barry Glazer and Executive Director Stan Soderstrom Staff Liaison: Diana O’Brien, Governance Specialist
INTRODUCTION
MEETINGS
The committee met six times as follows, all via the GoToMeetings. All members were present at all but one meeting. • Wednesday, Nov. 13, 2019, 9:00-10:56am EST (All members present) • Friday, Nov. 15, 2019, 9:06-10:18am EST (All members present) • Friday, Nov. 22, 2019, 9:00-9:41am EST (Stewart LaBrooy absent) • Monday, Dec. 9, 2019, 9:00-9:38am EST (All members present)
PROPOSALS RECEIVED
The committee reviewed four proposals this year from clubs and districts, as listed below. The committee’s ultimate finding on each proposal are also stated below, but full details are shown on subsequent pages.
The committee declined to recommend whether the Kiwanis International Board should support or oppose individual proposals. However, committee discussion points are included with each proposal which may help guide the Board in its determination.
Proposal A: Provide a pre-review process for K.I. Bylaw amendments From the Kiwanis Club of Phoenix, Arizona, USA This proposal is out of order because it was adopted by the club board but not the club membership.
Proposal B: Amendment on new family membership status From the Pacific Northwest District House of Delegates (co-sponsored by the District Boards of New England and Bermuda, Ohio, and Texas-Oklahoma) Acceptable for presentation to the House of Delegates.
Proposal C: Remote voting on Kiwanis International business From the Kiwanis Club of Den Haag (The Hague), Netherlands (co-sponsored by 12 other clubs in the Netherlands District.) Acceptable for presentation to the House of Delegates.
Proposal D: Allow clubs to have ‘open’ membership without the need for invitation or approval From the Norden District House of Delegates.
Resolutions and Bylaws Committee Report -Page 1
As revised after discussion with the district representative, the proposal wording is acceptable for presentation to the House of Delegates. However, the committee has been unable to determine whether the amendment itself will actually accomplish the intended purpose.
CRITERIA REVIEWED
For each proposal, the committee considered seven key criteria:
• Was the proposal properly submitted? o Was each proposal submitted by a valid party (either district house of delegates, district board, or club membership), certified as properly adopted, and received at K.I. by the deadline? o Staff has verified that all proposals were properly submitted. However, for item A, the club’s intention is unclear, and the club did not respond to Staff with additional information.
• Is the club in good standing with Kiwanis International? o Is the proposing club up-to-date on the last cycle of dues payments? o Staff is verifying that all clubs are in good standing. o Note: This is not currently a requirement in the K.I. Bylaws. The committee recommends the Board consider an amendment to add it. See “Recommendation” below.
• Does the proposal include a practical effective date? o Could the amendment realistically be implemented by the stated effective date without adverse consequences? Is a different effective date necessary or preferable?
• Does the proposal include a stated purpose or intention? (Self-explanatory) o Staff verified that each proposal included some indication of purpose or intention.
• Does the proposed wording seem to meet the stated intention? o Are all necessary provisions included and properly amended? Do all revisions, collectively, carry out the proposer’s stated intention? Would the wording, as drafted, have any unintended consequences if adopted (positive or negative)?
• Is the proposal generally viable for presentation to the 2019 House of Delegates? o Could it be effectively implemented if adopted? If applicable: is it enforceable? What are the penalties (if any) for noncompliance? Are these things that the controlling body (K.I., district, club, federation) could effectively monitor and control?
• Will the proposal have a significant financial impact? o Will it have a significant financial impact on Kiwanis International, on the districts, on clubs, or on members?
EDITING RIGHTS
The purpose/intention and rationale statements for each proposal are as stated by the proposer. Kiwanis International retains the right to adjust that wording before publication, if deemed necessary, for accuracy and length. Proposers are informed of this.
Resolutions and Bylaws Committee Report -Page 2
CRITERIA REGARDING CLUBS AND DISTRICTS IN GOOD STANDING
While reviewing the criteria for amendment proposals, the committee noted that, even though good standing status of a club has traditionally been taken into account when considering amendment proposals, it is not an actual requirement in the K.I. Bylaws, nor can it be inferred from indirect provisions. The Bylaws provide that only clubs in good standing may have delegates at the K.I. convention. However, any delegate may move a proposed amendment on the floor; moving adoption is not limited to just someone from the proposing club. The committee believes it is prudent to require that only clubs in good standing may propose amendments.
The committee considered whether districts should also be required to be in good standing to submit amendment proposals. It was noted that the concept of good standing for districts is new, and may have some challenges to be addressed yet. But the committee felt Kiwanis should not require clubs to be in good standing without requiring it for districts as well. NOTE: The district’s status would not affect the eligibility of a club to propose an amendment. That is: even if a district is not in good standing, a club in that district would still be able to propose an amendment, provided the club itself is in good standing.
If the Kiwanis International Board agree with these thoughts, it could offer the amendment shown below at the 2020 K.I. convention.
RECOMMENDATION:
ARTICLE XXVII. AMENDMENTS TO BYLAWS and RESCISSION OF INTERPRETATIONS
Section 3. Proposed amendments to the Bylaws, proposals to rescind the Bylaws adopted by the International Council, or proposals to change or rescind an interpretation of the Bylaws by the Board of Trustees must be submitted by: (6/1991) a. The International Board of Trustees; (7/1988) b. A district board or district house of delegates The board or house of delegates of a district in good standing; or (6/1991) c. A club in good standing, by a majority vote of the members. (7/1988)
CONCLUSION
The committee thanks the Board for this opportunity to serve the organization.
Resolutions and Bylaws Committee Report -Page 3
PROPOSAL A PROVIDE A PRE-REVIEW PROCESS FOR K.I. BYLAW AMENDMENTS
PROPOSAL: The Kiwanis Club of Phoenix, Arizona, USA, submitted the following proposed amendment.
Proposed Amendment - Kiwanis International Submitting Amendments to Kiwanis International
Submitted by: Kiwanis Club of Phoenix
Purpose: To maintain the individual Kiwanis Club’s authority to submit amendments, but to include review by the Lieutenant-Governor, Governor, and Trustee for input before final submission.
Effective Date: October 1, 2020 (This would first apply to the 2021 Kiwanis International Convention.)
Vote Required to Adopt: Majority
Proposer’s Position: The club advocates this amendment for the following reasons: Each club retains the ability to submit an amendment to be voted on at the next Kiwanis International Convention.
Each year several amendments are submitted for vote at the Kiwanis International Convention. The proposed amendments are published, then discussed by all Kiwanis clubs. This allows delegates worldwide to be prepared for voting on the proposed amendment. When delegates arrive on the day of voting, they are told one or more of the proposed amendment(s) has/have been pulled by the submitting club. This results in hours of wasted time worldwide along with wasted resources.
To improve the process, have the Lieutenant-Governor, Governor, and Trustee review the proposed amendment for input before the club makes final submission. This is only to give input beyond the individual club members for enhancing the proposed amendment. After the proposed amendment is reviewed by the Trustee, the club discusses the combined input and selects the final proposed amendment to submit.
Each level of review has 14 days to respond. If review time expires, then the proposed amendment is again sent electronically to the next level. After review at each level, the original proposed amendment with comments is returned to the submitting club.
The submitting club chooses the final proposed amendment submission wording.
This proposed amendment is intended to widen the scope of input for future proposed amendments therefore, allowing the club to submit the best proposed amendment possible. This should reduce the number of proposed amendments at the Kiwanis International Convention that require withdrawing or amending the proposed amendment.
The proposed amendment change would be to Kiwanis International By-law Article XXVII, Section 3 c.
Resolutions and Bylaws Committee Report -Page 4
ARTICLE XXVII. AMENDMENTS TO BYLAWS AND RESCISSION OF INTERPRETATIONS
Section 3. Proposed amendments to the Bylaws, proposals to rescind the Bylaws adopted by the International Council, or proposals to change or rescind an interpretation of the Bylaws by the Board of Trustees must be submitted by: (6/1991) a. The International Board of Trustees; (7/1988) b. A district board or district house of delegates; or (6/1991) c. A club, by a majority vote of the members. (7/1988)
Which currently reads: c. A club, by a majority vote of the members. (7/1988)
To be amended to read: c. A club, by a majority vote of the members, after review and comment by the Lieutenant Governor, Governor and the assigned Trustee, in that order. Each reviewer, shall have 14 days to provide electronic comment to the club but may not reject the proposed amendment. The club shall forward the original amendment, plus any comments to the next level. The final decision and wording of the proposed amendment remains with the club after considering the reviewers' comments.
CRITERIA COMPLIANCE • Was it properly submitted? No. It was approved by the club board instead of the club membership. • Is the proposer in good standing? (This was not checked.) • Does the proposal include a practical effective date? October 1, 2020. • Does the proposal include a stated purpose or intention? Yes. • Does the proposed wording seem to meet the stated intention? (That’s a judgement call.) • Is the amendment generally viable for presentation to the 2019 House of Delegates? No, due to lack of proper submission. • Will it have a significant financial impact? No.
COMMITTEE DISCUSSION: The proposal was received on October 25. Upon review, Staff realized the proposal was approved by the club board instead of the club membership. Per the K.I. Bylaws, approval by the club membership is required. The proposer was advised of this immediately and advised the club could either try to secure membership approval by Oct. 31 or the club could propose it next year instead. The complete correspondence between the club and staff was shared with the committee. It is not included in this report but is available to the Board upon request. Staff did not receive any additional response from the club.
FINDING: The committee agreed that the proposal was not properly submitted due to improper adoption by the club. This was no doubt inadvertent, but was not remedied by the deadline.
ADDITIONAL INFORMATION: (As mentioned above, complete correspondence with the club is available upon request.)
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PROPOSAL B AMENDMENT ON NEW FAMILY MEMBERSHIP STATUS
PROPOSAL: The Pacific Northwest House of Delegates submitted a proposed amendment to adopt a new family membership status. This is the third year for such a proposal, though it has differed slightly each year. This year’s amendment is co-sponsored by the District Boards (not House of Delegates) of New England and Bermuda, Ohio, and Texas-Oklahoma.
PROPOSED AMENDMENT TO KIWANIS INTERNATIONAL BYLAWS
The Kiwanis District of the Pacific Northwest proposes to amend the Kiwanis International Bylaws Article VIII by adding a new Section as per attached:
Purpose/Intention: To add the membership status of “Family Membership”
Effective Date: September 30, 2020
Amend Article VIII by adding a new Section 7 and re-numbering Sections 7, 8, and 9 to become Sections 8, 9, and 10
Current wording: Article VIII Club Members (add new Section 7 per attached)
Proposed new wording: Article VIII Club Members (add new Section 7 Family Membership)
The District advocates this amendment for the following reasons: • This change will provide one more tool for attracting new members. • This change will provide financial incentive for family members to join Kiwanis Clubs. • Kiwanis Clubs will benefit by strengthening membership and providing more service. • It will also benefit Kiwanis by strengthening the promotion of Kiwanis Family and increasing the value of the Kiwanis experience to individual members and their families. • This change will likely cause a temporary loss in revenues by existing family members who convert to family membership; but will be offset by increased participation over time of new family members joining who are not currently members. The first-year phase in will soften the initial financial impact caused by conversions.
ARTICLE VIII. CLUB MEMBERS Section 7. Family Membership Status a. Family Membership status may be granted by a club to members who have the same shared residence as an active member and who are members of the same club. Each shared residence must include at least one active member who pays full Kiwanis International and District dues (known as the primary member) and may include up to three members with family membership status. The club will be responsible for verifying the legitimacy of the residency requirement. b. Before clubs may grant Family Membership status their District must first amend its bylaws to also provide a 50 percent discount of district dues and new member enrollment fees for family members. c. Family Members shall pay 75% of the Kiwanis International and District dues in the 2020-2021 administrative year and 50% thereafter. All other applicable fees remain payable, including insurance, as well as the financial obligations to the member’s club. Family member status shall not apply to any members forming new clubs. After the club is formally organized, members may apply for Family Membership status.
Resolutions and Bylaws Committee Report -Page 6 d. New Family Members shall pay 50% of the Kiwanis International and District new member enrollment fees and dues at the time of joining an existing club. e. Family Members shall have all the rights and privileges of club membership. f. Family Membership status is not transferable to other clubs.
ARTICLE XXI. OFFICIAL PUBLICATIONS
Section 4. Each club in the United States and Canada, excluding the French-speaking clubs in Canada, shall make it a condition of membership that each member, except those with family membership status, shall be a subscriber to the official publications of Kiwanis International and shall continue as such while a member. However, if spouses are both members of a club, one spouse may choose not to subscribe. (6/2012)
Section 6. Each club in the United States and Canada, excluding the French-speaking clubs in Canada, shall collect from each of its members, except those with family membership status, the subscription price of the official publications together with the regular membership dues. Such subscription shall be duly entered upon the books of the club in a special subscription account, and the subscriptions for official publications shall be forwarded to the Executive Director of Kiwanis International. However, clubs shall not collect the subscription price from both spouses who are members of a club if one spouse has chosen to not subscribe. (6/2012) (see also interpretations)
ARTICLE XXII. REVENUE
Section 1. Subject to Sections 2 and 3 of this Article, each club shall pay to Kiwanis International for each member, with the exception of those holding life member status, the sum of fifty-two dollars (US $52) per annum. However, members holding family member status shall pay dues as provided in Article VIII. Such sum shall be based on each club’s annual membership report as of September 30 of each year and shall be due annually on October 1 and payable by November 30. (6/2015)
We certify that this proposed amendment was approved by a unanimous vote of our District 2018- 2019 Board at a meeting which included a quorum on August 23, 2019.
We also certify that this proposed amendment was approved by a unanimous vote of our District 2019-2020 Board at a meeting which included a quorum on August 23, 2019.
We further certify that this proposed amendment was approved by a unanimous vote of our District House of Delegates at a meeting which included a quorum on August 25, 2019.
We also certify that Roger Bell is authorized to make changes to this proposal, on behalf of the District as may be recommended by Kiwanis International, provided such changes are in keeping with the District’s original intention.
Kiwanis District of the Pacific Northwest Immediate Past Governor Roger Bell Governor Jerry Deas District Secretary Ed Luttrell
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COVER PAGE FOR PROPOSED FAMILY MEMBERSHIP AMENDMENT
[To the] Kiwanis International Board: Why a cover page? The 100-word limit on [stated rationale for] proposals does not give enough space to present information necessary for a proper review by the Board. It is also inherently unfair that the printed information contained in the delegate booklets is virtually unlimited in length for the Board response (600-700 words each of the past 2 years). In addition to the proposal, the drafters ask that you please consider the following points in your response to this proposal:
[NOTE: Staff responses to the following assertions are shown under Additional Information, further below.]
• This is not an issue about revenue; but rather one of growing membership and strengthening clubs for increased service for kids in our communities. • The facts show that discounted family member rates do grow membership in Lions, YMCA and AAA to name three. • Lions has increased their membership by more family members than Kiwanis has total members since the inception of family membership in their organization. In a press release they are quoted “We are organizing family clubs and encouraging parents and children and other family members to volunteer together. Family clubs or those with lots of family members fit easily into today’s busy lifestyles.” • This is not the silver bullet for growth; but it is a strong recruiting tool for membership teams to be able to present to every prospective new member, your family members can join for half price and you can all participate in common community service projects as a family. • Other community members visualize positive family relationships through seeing Kiwanis families participating together within the community. • All three pilot Districts see the value of family membership and are co-sponsors of this proposed amendment. They see it as a strong membership growth tool. • The International staff was originally charged with piloting the program in 5 Districts; they only did 3 and said it was because no other Districts wanted to participate. It was not promoted to other Districts and those that did participate were on their own as far as selling and working the family membership plan within their Districts; and yet those 3 Districts found value. • The incremental financial cost to International when a spouse or other family member joins the same club is zero, as KI supports clubs and not members. This means that KI makes a profit on family members in addition to the insurance cost. This is currently $26.00 plus $17.00 profit. • Ask yourself if it is better to have half the money plus insurance that is a set fee; or would you want no increase in revenue. • The pilot Districts all agree that during the first year that there is a drop in revenue due to conversion of full paying family members; but they also agree that there is growth after the initial loss with additional new members joining. • The proposed amendment this year allows a method to lessen that initial loss to both International and Districts by phasing in the discount during the first year of participation with a 25% discount and moving to 50% after the first year. This allows for new family members to balance the impact of conversions. • Although the amendment does not provide for Family Membership in newly chartered clubs, the KI Board may want to insert a provision where it would apply to new members over and above the minimum of 15 charter members paying full dues. This may help ensure the survival and growth of new clubs.
Thank you for your consideration and we look forward to your support of this growth initiative.
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CRITERIA COMPLIANCE • Was it properly submitted? Yes. • Is the proposer in good standing? The Pacific Northwest District is technically not in good standing with Kiwanis International as of Oct. 4, per the new criteria implemented this past year by K.I. However, lack of good standing status does not preclude a district from submitting proposed amendments or resolutions. • Does the proposal include a practical effective date? The effective date is listed as Sept. 30, 2020. Staff advises they will, of course, meet whatever deadline is directed by the Board or the House. Coding and processes developed for the recent pilot programs on family membership may assist. However, they will have to be reactivated to apply to all districts, plus ‘domino effects’ checked and resolved, all within a very short period of time. Additionally, the phase-in system proposed with this year’s submission will require an additional layer of coding to be implemented quickly. There may not be sufficient time to test it properly. The proposer does not wish to accept a delayed effective date. • Does the proposal include a stated purpose or intention? Yes. • Does the proposed wording seem to meet the stated intention? Yes. • Is the amendment generally viable for presentation to the 2019 House of Delegates? Yes. • Will it have a significant financial impact? Yes. The estimate by the Board the last two years was stated as this: “When average figures from the three pilot districts are applied to all districts worldwide, family membership would result in unrealized revenue of up to US$250,000 annually. It is impossible to know or measure how many family members would have otherwise left clubs without this option or how many persons who joined clubs would not have joined without the family membership discount.”
COMMITTEE DISCUSSION: General comments by the committee on this proposal were: • The committee reviewed background information on this item, from the previous two year’s proposals. See “Additional Information,” below. • This will be complicated and difficult to implement. It will also be difficult to monitor the changing of district bylaws for districts that want to permit it. • Family membership primarily applies to spouses. • It doesn’t require any actual family relationship, which means it may not meet their intention. It should perhaps be phrased: Family Membership status may be granted by a club to individuals who are family members who have the same shared residence as an active member and who are members of the same club. • A majority of the committee does not favor this proposal because the pilot programs did not show growth. The small degree of potential growth does not outweigh the financial impact to the organization. Specifying one type of membership in the bylaws, while clubs can already determine their own membership types, complicates matters.
FINDING: The committee determined that the amendment complies with the criteria and is therefore acceptable for presentation to the 2020 House of Delegates.
ADDITIONAL INFORMATION: Background information the committee reviewed on this proposal is shown below. This may be helpful to the Board as well.
The district requested advance review (in August) by staff before submission. Staff provided some comments for clarification, and a revised version was submitted as the final proposal. (The final version included some additional changes staff had not seen.)
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The amendment differs from last year’s in three ways, all related to phasing in the discounts during the first administrative year of implementation. 1. Last year’s proposal included this exception/proviso: “During the 2019-20 administrative year, districts may give a 25 percent discount if the district board so chooses. Thereafter, districts shall give the full 50 percent discount.” That 25 percent discount applied equally to district dues and fees. 2. This year’s proposal provides that, during the first year, family members shall pay 75% of K.I. and district dues, then 50% in years thereafter. (Their reference to “dues” includes magazine and insurance fees.) 3. This change may conflict with another provision that states: “Before clubs may grant Family Membership status, their District must first amend its bylaws to also provide a 50 percent discount of district dues and new member enrollment fees for family members.” District bylaws amendments would have to include a caveat/proviso stating that, the first year, only a 75 percent discount would apply. 4. For K.I. and district new member add fees, a 50 percent discount would apply immediately at the time of joining a club.
The following points from the K.I. Board’s opposition to last year’s proposal gives you the background on this issue and what the K.I. Board considers to be key considerations. • From 2010-2015, Kiwanis International piloted family membership in three districts that requested to participate: New England and Bermuda, Ohio, and Pacific Northwest. The goal of these pilots was to determine whether family membership would increase membership enough to warrant the 50 percent discounts in dues and fees. In January 2016, the Kiwanis International Board analyzed the results based on figures submitted by the piloting districts. Two of the pilot districts lost more members annually during the pilot than they had lost before the pilot, while the third district lost slightly fewer than they had lost before. Based on these results, Kiwanis International determined not to continue family membership. • The proposer asserts that the bulk of family members will be new members and former Key Club and Circle K members. However, the majority of new family members in all three pilot districts were simply existing club members who changed their designation to receive the dues discount, while only a minority were unique new members. It is unknown how many were former Key Club or Circle K members. Former members of Key Club and Circle K may already join Kiwanis clubs, and they qualify immediately, without documentation, for a two-year waiver of Kiwanis International dues. • Historically, discounted membership programs have not increased membership in clubs. Rather, a positive club membership experience is the key factor in adding and retaining club members. Discounted memberships do, however, provide a greater level of confusion for club secretaries entering new members. • The pilot program defined family members as a spouse, partner, adult offspring or adoptee, sibling or equivalent of a regular member who paid full dues. This proposal does not require any actual familial relationship. • Under this proposal, a club may not offer family membership status unless the district also provides a 50 percent reduction in the new member add fee and annual dues. This essentially places control of the status with the district, not the club, which is unprecedented in Kiwanis. • As mentioned above, the pilot programs primarily shifted existing members paying full dues to family members paying reduced dues. The resulting revenue loss if this amendment is adopted may force Kiwanis International and/or participating districts to request a dues increase sooner than they would otherwise need to. That would affect all clubs, not just those utilizing family membership status. This proposal essentially asks members who pay full dues to subsidize family members. Individual clubs may already do this, if they wish. • This proposal contradicts Kiwanis International’s continual efforts to simplify dues and fees for clubs and members. In January 2019, the Kiwanis International Board adopted a proposal to simplify the complicated dues and fees structure for new members joining clubs. Today, membership software
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utilized by Kiwanis must accommodate more than 900 product codes for different membership and dues classifications, waivers, tiered dues, and more. The action by the Board in January is to reduce the cost and complexity of the billing infrastructure. This amendment is contrary to those efforts.
Additional points: • The PNW District different versions of this amendment at both the 2018 and 2019 K.I. conventions. Neither one passed. The affirmative vote in 2018 was __% and in 2019, it was __%. • The piloting districts consistently claim that K.I. is using different data from the district regarding membership figures under the pilots. However, K.I. data was obtained directly from the districts. • The revenue loss resulting from this amendment may mean that K.I. would need to ask for a dues increase sooner than it would otherwise, and that would affect all clubs and districts, not just those allowing family member status. • The permitting districts may also need to seek a dues increase sooner than they would otherwise. • Are these discounts the deciding factor in whether or not an individual joins a Kiwanis club? • Clubs already have the right and option to charge less dues for whatever categories of membership they implement.
Which Kiwanis entity would control family membership? 1. If a club is not allowed to offer family membership status until/unless the district amends it bylaws to also discount district dues and fees, that seems to essentially put control of the status with districts. 2. The only precedent for district control of a status is district life member status, which some districts (but not all) offer if so provided in their bylaws. It is at each district’s discretion. K.I. does not force, encourage, or discourage district life member status. However, even if a district offers life member status, that does not mandate that K.I. also automatically give K.I. life member status to the individual. 3. In the past, Kiwanis International offered three types of special membership (senior, privileged, and honorary) that any club could offer to members. These were available uniformly to all clubs, but clubs could not determine their types of membership to suit their own needs and demographics. 4. In 2012, Kiwanis International removed the three types of specific membership and allowed each club to determine their own membership types. 5. Referring back to point #1, neither K.I. nor clubs would control this type of family membership. Each district would essentially control it. This would set a new precedent for Kiwanis. However, that does not mean it cannot be permitted.
• If this amendment is adopted, the Standard Form for District Bylaws should be updated to provide the necessary language for districts to allow family membership, if they wish.
Responses to assertions in the district’s cover letter to this year’s proposal Chief Operations Officer (staff) Jeff Oatess provided the following comments to points asserted in the district’s cover letter to this year’s proposal.
• This is not an issue about revenue; but rather one of growing membership and strengthening clubs for increased service for kids in our communities. STAFF RESPONSE: Many people will be paying half as much as they are now when they transfer their membership to that of “family”. Our estimates, only for KI and not the districts, is a $284,000 annual loss. Remember, there is a hit when someone transfers to family but then you get his again when they pay half dues each year. Of course, we could see a huge influx of new members that otherwise would not have joined at full dues, but it is a number we can never know.
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There will be, at least initially, a revenue issue. How can it be about growing membership when 2 of 3 pilot districts lost more members during the pilot than they had before the pilot? • The facts show that discounted family member rates do grow membership in Lions, YMCA and AAA to name three. STAFF RESPONSE: I would love to see the facts. I have only personally talked with membership staff at Lions and they stated that although it is nice from an image perspective, they wouldn’t say it’s grown Lions. They would say that the number of people in the family membership “classification” has grown, as it would in any organization, but they can’t say for sure those people would not have otherwise joined. • Lions has increased their membership by more family members than Kiwanis has total members since the inception of family membership in their organization. In a press release they are quoted “We are organizing family clubs and encouraging parents and children and other family members to volunteer together. Family clubs or those with lots of family members fit easily into today’s busy lifestyles.” STAFF RESPONSE: See the previous note above. Sounds good from a branding perspective for sure. • This is not the silver bullet for growth; but it is a strong recruiting tool for membership teams to be able to present to every prospective new member, your family members can join for half price and you can all participate in common community service projects as a family. STAFF RESPONSE: Did not seem to be a strong tool during the pilot. The numbers, reported by the districts to KI, say as much. • Other community members visualize positive family relationships through seeing Kiwanis families participating together within the community. • All three pilot Districts see the value of family membership and are co-sponsors of this proposed amendment. They see it as a strong membership growth tool. STAFF RESPONSE: “Strong membership tool” is an opinion. Again, the pilot data does not support that opinion. That said, I think the value is thus -Branding and discounted dues. Every time discounts are offered and executed as a solution to growth, the discounts fail to meet expectations. • The International staff was originally charged with piloting the program in 5 Districts; they only did 3 and said it was because no other Districts wanted to participate. It was not promoted to other Districts and those that did participate were on their own as far as selling and working the family membership plan within their Districts; and yet those 3 Districts found value. STAFF RESPONSE: The direction was, “up to 5”. There was no direction to actively recruit districts and the early returns were less than impressive thus no incentive to push it. The numbers would suggest that the piloting districts did not actively push it internally either. They were to report progress to KI on a quarterly basis and their adherence to this expectation was middling at best. • The incremental financial cost to International when a spouse or other family member joins the same club is zero, as KI supports clubs and not members. This means that KI makes a profit on family members in addition to the insurance cost. This is currently $26.00 plus $17.00 profit. STAFF RESPONSE: I’m not following the math here. Are you assuming that every family member that joins at half price would not otherwise have joined at full price? • Ask yourself if it is better to have half the money plus insurance that is a set fee; or would you want no increase in revenue. STAFF RESPONSE: KI and the districts will lose money due to transfers to half price membership and again, it would appear you are assuming that no one joining at half price would
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have paid full dues. I find it hard to believe that $26 is the magic difference between someone joining or not. • The pilot Districts all agree that during the first year that there is a drop in revenue due to conversion of full paying family members; but they also agree that there is growth after the initial loss with additional new members joining. STAFF RESPONSE: How is this measured? Again, the pilots did not bear this statement out. The only way you could know is to know how many family members you had in Kiwanis before the pilot as a percentage of overall membership compared to how many you have now compared to today’s membership. Maybe you have that number? • The proposed amendment this year allows a method to lessen that initial loss to both International and Districts by phasing in the discount during the first year of participation with a 25% discount and moving to 50% after the first year. This allows for new family members to balance the impact of conversions. • Although the amendment does not provide for Family Membership in newly chartered clubs, the KI Board may want to insert a provision where it would apply to new members over and above the minimum of 15 charter members paying full dues. This may help ensure the survival and growth of new clubs.
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PROPOSAL C REMOTE VOTING ON KIWANIS INTERNATIONAL BUSINESS
PROPOSAL: The Kiwanis Club of Den Haag (The Hague), Netherlands, along with 12 other clubs in the Netherlands (shown below), submitted a proposed amendment to implement remote voting for Kiwanis International amendments, resolutions, and elections. Their proposal is essentially the same as the most recent proposal from the Capital District in 2017, with the exception of using the term “secure remote voting” rather than the original term “secure web-based voting” and with the correction of one oversight only recently discovered in Capital’s 2017 proposal.
PROPOSED AMENDMENT Secure Remote Voting for Kiwanis International Business [Note: The actual proposal goes on for several pages. By necessity, it includes many provisions. Skip to page 23 for the committee’s report on this proposal.] Submitted by: Kiwanis Club of Den Haag and 12 others 1. Rotterdam Zuid Waterweg (Bram de Groot) 2. Goes-De Bevelanden (Frank Plouvier) 3. West-Friesland (Paul Hoveling) 4. Barneveld (Hans du Gardijn) 5. Kerkrade-Landgraaf (Ric Peters) 6. Delft ‘Delfts Blauw’ (Frank de Waardt) 7. Laren (Bert (E.L.) Harenberg 8. Golden West Brabant (W.M. Maas) 9. Montferland E.O. (Ingrid Wolsing) 10. Zoetermeer (Lisette Beurskens-Haffner) 11. Leiden (Jolanda Borgers) 12. Rijn en Gouwe (Henk Oostdam)
Purpose: To provide for candidate nominations and initial review of proposed amendments and resolutions at the Kiwanis International convention, with final voting permitted to take place via secure remote voting. Effective date: October 1, 2022 Vote required to adopt: Two-thirds Proposer’s position: The district advocates this amendment for the following reasons: • Every club is member of Kiwanis International and every club should be able to be heard at the convention. It now is the privilege of the happy few who are able and willing to attend. • The happy few at this moment are approximately 1.500 members representing around 1.000 clubs. However, all clubs in good standing, regardless of their willingness and financial ability to send delegates to the convention, should have the privilege of participating in the decision-making process. • Every Kiwanismember is nowadays able to follow the proceedings in the business session by livestream. Every member is able to participate in the debate by means of communicating with a participating delegate. • With the viability of secure Web-based voting options accessible worldwide, all clubs could now participate in the business process. (Clubs may already vote electronically for club elections.)
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• This amendment, which is revised from the proposal two years ago, permits live nominations as well as in-person debate and the ability to amend amendments at the Kiwanis International convention. Voting on the final amended amendments and candidate elections will still take place securely for all clubs worldwide. This proposal thereby addresses the primary concerns expressed during past opposition. Amend Kiwanis International bylaw provisions as follows: SUBSTANTIVE CHANGES ARTICLE XVI. DELEGATES AND DELEGATES-AT-LARGE Section 1. For any International convention, Each club in good standing shall be entitled to two (2) delegates and two (2) alternates, chosen by the club votes, which shall be cast by the club president and club secretary unless the club designates another member(s) as delegates. (7/1998) Section 2. Each club delegate shall be an active member in good standing of the club represented. However, for voting during live convention sessions, any club not represented by two (2) club members may designate one of the following to represent it as a delegate: • The lieutenant governor or a past lieutenant governor from the club’s division; • A past district secretary who is a member of a club in the same division; or • The current district secretary, regardless of division. (7/1998) a. Each club’s alternates shall be designated as alternate number one (1) and alternate number two (2) and shall serve in the numerical order certified for either of the two (2) delegates of the club, if either or both such delegates shall be absent from the convention. (7/1998) b. Each delegate and alternate shall be an active member in good standing of the club represented, or be a lieutenant governor, a past lieutenant governor, the district secretary, or a past district secretary. (7/1998) c. The lieutenant governor, a past lieutenant governor, or a past district secretary may each represent any club, but only in the division of which the lieutenant governor’s, past lieutenant governor’s, or past district secretary’s present club is a member and not otherwise represented by two (2) delegates. (7/1998) d. The district secretary may represent any club in that secretary’s district not otherwise represented by two (2) delegates. (7/1998) e. Club delegates and alternates shall be elected by the clubs they represent not less than sixty (60) days prior to the date of any annual International convention, or not less than twenty (20) days prior to the date of any special International convention. Their election shall be evidenced by a certificate duly authenticated by the president and the secretary of the club. The status of members as past lieutenant governors or past district secretaries shall be certified by the district governor or district secretary. (6/2015) f. In the event any club shall fail to certify the election of its delegates and alternates, the Committee on Credentials shall determine the seating of the delegates or alternates for such club. (6/1989) Section 3. Official delegates of a newly organized club shall be granted full privileges at International conventions after the charter has been approved by Kiwanis International, even if it has not been formally presented to such club. Section 4 3. Elective International officers as defined in Article XI, Section 1, Past International Presidents, Chairmen of current International, Standing, and Special Committees of Kiwanis International, governors- elect, district trustees, district treasurers, district secretaries, lieutenant governors, lieutenant governors-
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designate, and past district governors who are active members shall be delegates-at-large to all International conventions and entitled to one (1) vote each. (6/2015) Section 5 4. Each accredited delegate and delegate-at-large present shall be entitled to one (1) vote on each question submitted in any International convention, except as prescribed may be restricted in these Bylaws. There shall be no voting by proxy or absentee ballot. Clubs formally organized no later than sixty (60) days before the date voting begins shall have voting privileges. (7/1998) Section 6 5. No delegate shall be entitled to vote in a convention on any question presented during a live convention session unless and until the delegate’s registration fee has been paid. However, this provision does not apply to secure remote voting conducted outside of convention sessions. (7/1998) Section 7 6. The quorum of any International convention shall consist of not less than five hundred (500) delegates and delegates-at-large, provided that in time of emergency, three hundred (300) delegates and delegates-at-large shall constitute a quorum. At least five hundred (500) votes are required for voting results to be considered valid, provided that, in times of emergency, only three hundred (300) votes are required. (7/1998) Section 8. On all matters of Kiwanis International put to vote in the House of Delegates, accredited delegates and delegates-at-large may abstain from voting on any proposition. In determining the outcome of any vote, the presiding officer shall make a determination on the votes actually cast; abstentions, if any, shall be excluded from all such consideration. Section 7. On any business of Kiwanis International designated in these Bylaws to be determined by delegates, voting is permitted by secure remote voting means via a method determined and announced by the Kiwanis International Board. Any unforeseen matters shall be resolved by the Kiwanis International Board. At least five hundred (500) votes are required for voting results to be considered valid, provided that, in times of emergency, only three hundred (300) votes are required. Technological difficulties that may prevent or reduce the ability of a small number of voters to participate fully in voting which occur through no misdeed or no substantial failure of Kiwanis International shall not invalidate the outcome of the results, provided those who were able to participate fully did so in sufficient numbers to meet the minimum number of required votes. Section 8. Prior to the annual voting process, the President shall appoint a member from a club in good standing to serve as Credentials Chairperson who will oversee the certification of delegates. The President shall also appoint a member of a club in good standing to serve as Elections Chairperson, who will oversee the elections process selected by the Kiwanis International Board.
ARTICLE XVII. CONVENTION PROCEDURE (Note: No changes are necessary to Sections 1-3.)
Section 4. Prior to each International convention, the President shall appoint a Committee on Credentials and a Committee on Elections, each to consist of no less than five (5) and no more than fifteen (15) members from clubs. In the case of the Committee on Elections, all members shall be delegates or delegates-at-large. A majority of the members of each committee shall constitute a quorum. (1/2012) Section 5. Reports of committees, communications to the International convention, resolutions, amendments, and all motions may be debated during the House of Delegates, except those “undebatable” under Robert’s Rules of Order Newly Revised, or unless the convention, by a two-thirds (2/3) vote, dispenses with debate. No member shall speak longer than five (5) minutes at one time, except as provided in the order of the day or by a majority vote. (6/2015)
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Section 6 4.
a. Proposed resolutions may be submitted by: (7/1998) (1) The International Board of Trustees; (7/1998) (2) A district board or district house of delegates; or (7/1998) (3) A club, by a majority vote of the members. (7/1998) b. The Executive Director must receive all proposed resolutions prior to the next scheduled International convention but no later than October 31 of the administrative year during which they will be considered. (6/2013) c. Within sixty (60) days thereafter, the International Committee on Resolutions shall meet to consider such proposed resolutions, as well as any resolutions which may be initiated by the committee. (7/2007) d. Not later than ninety (90) days prior to the start date of the International convention voting by delegates, the Executive Director shall send to notify the secretary of each club a copy of all proposed resolutions to be considered that administrative year, other than memorial and appreciation resolutions. No other resolutions other than those so sent to clubs shall be considered by the International convention unless recommended by a two-thirds (2/3) vote of the International Board of Trustees. (6/2013) e. Debate on any resolution shall not be in order until it has been reported out by the Resolutions Committee. At any time prior to the voting thereon by the delegate body, the Resolutions Committee shall be authorized to make editorial changes in any resolution, provided the import of the resolution is not changed thereby. f. 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. (4/1999)
ARTICLE XVIII. NOMINATION AND ELECTION OF OFFICERS Section 1. The official program of the annual International convention shall indicate the day and time of the session for the nomination and election of officers and shall be subject to change only in accordance with the rules of convention procedure. (7/1998) Section 2. The Committee on Elections shall have general charge of the nominations and elections, including the distribution and tabulation of the ballots. (6/1989) Section 3.
a. The nomination and election procedures for officers to be elected at the annual International convention shall be as follows: (7/1998) (1) The President-Elect shall be the sole candidate for the office of President. (6/1995) (2) The Vice-President shall be the sole candidate for the office of President- Elect. (6/1997) (3) All candidates for the offices of President-Elect, Vice-President, and Trustees for the announced number of terms available must submit notice of candidacy to the Executive Director no later than the opening of the first business session of the annual International convention thirty (30) days before the polls open. (6/2010) (4) No person shall be considered as a candidate until or unless the following requirements have been met: (6/2010) • The candidate shall have completed a full term as a district governor prior to announcing his/her candidacy to Kiwanis International. (6/2013)
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• Written consent of such person has been given. (6/2010) • The candidate has been endorsed by the candidate’s district house of delegates prior to the candidate announcing his/her candidacy to Kiwanis International. If extenuating circumstances make it impossible for the district house of delegates to endorse a candidate, he/she may be endorsed instead by the district board in authority during the adminis- trative year in which the election will take place. (6/2013) • A clear criminal history background check has been conducted and verified by Kiwanis International. (6/2010) (5) Except as otherwise provided by these Bylaws, nothing contained in this Section shall be construed as limiting the right to make further nominations from the floor of the convention. In the event that fewer candidates than the number of terms to be filled declare themselves by the deadline or in the event of the loss of a declared candidate after the deadline which reduces the total number of candidates to less than the number of terms to be filled, additional qualified candidates may declare their intention to run before any voting begins in accordance with a procedure prescribed by the Board of Trustees. (6/2010) b. Prior to the nominations, the report of the duly qualified candidates shall be presented to the delegate body. The candidates shall be nominated and voted upon in an order determined by the International Board. (6/2008) c. 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. (1/2012) d. No ballot shall be counted whereon it appears that the elector has voted for a greater or lesser number of nominees for an office than there are vacancies to be filled. (6/1997) e. A majority of all valid votes cast for each position shall be necessary for the election of the President and the President-Elect. In the event that any ballot cast for President or President-Elect does not show a majority for any nominee for the foregoing offices, the President shall designate a time and a place for further balloting for such office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped; and on each succeeding ballot, the same procedure shall be followed until some nominee shall have received a majority of all valid votes cast. (6/1997) f. A majority of all valid votes cast shall be necessary for the election of the Vice- President, and the entire house of delegates shall vote for one (1) nominee. In the event that a nominee does not receive a majority of the valid votes cast, the President shall designate a time and a place for a run-off election for such office. For the run-off election, the two (2) nominees receiving the greater number of valid votes cast shall be voted on, and the nominee then receiving a majority of the valid votes cast shall be elected. (6/1997) c. The nominee receiving a majority of the valid votes cast for President, President-elect and Vice- President shall be declared elected. When the elections for President, President-elect, and Vice- President, are conducted via secure remote voting means, preferential balloting shall be used. d. Section 4. The nominee for a guaranteed office of Trustee for a region shall be presented to the delegate body and declared elected to the Board of Trustees as of the ensuing October 1. (6/2010). e. Section 5. The nominees for Trustees for regular three-year terms from the United States and Pacific Canada Region receiving the greater number of valid votes shall be declared elected. When necessary to fulfill the requirements of guaranteed representation for the at-large position of Trustee, as provided in these Bylaws, the nominee receiving the greater number of valid votes shall be declared elected. (6/2010) f. Section 6. Cumulative voting shall not be permitted. (6/1997)
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Section 7 4. The Committee on Elections Chairperson shall report promptly to the voting results prior to the conclusion of the annual International convention. the results of the balloting and the report shall be signed by a majority of the committee. After the committee has so reported, the chairman shall deliver all ballots to the Executive Director to be kept for a period of ninety (90) days after the close of the convention when the ballots shall be destroyed. (7/1998) (Note: No change is necessary to Section 8.)
ARTICLE XXVIII. AMENDMENTS TO BYLAWS AND RESCISSION OF INTERPRETATIONS Section 1. The Bylaws of Kiwanis International may be enacted and amended at an International convention by two-thirds (2/3) of the valid votes cast. The articles and sections specified in Section 7 of this Article may be enacted or amended by a majority of the valid votes cast, provided that the amendment does not alter, change, modify, or revise any article or section other than those specified in Section 7. (7/2007) The Bylaws of Kiwanis International also may be enacted and amended by the Interna- tional Council as provided in Article XIV, Section 4. (7/2007) Section 2. Prior to the next scheduled International convention but No later than October 31 of the administrative year during which they will be considered, the Executive Director must receive: (6/2013) a. Proposed amendments to the Bylaws to be voted on at an International convention (except those passed by the International Council and those initiated by the Board of Trustees); (6/1991) b. Proposals to rescind the Bylaws adopted by the International Council; or (6/1991) c. Proposals to change or rescind an interpretation of the Bylaws by the Board of Trustees. (6/1991) Section 3. Proposed amendments to the Bylaws, proposals to rescind the Bylaws adopted by the International Council, or proposals to change or rescind an interpretation of the Bylaws by the Board of Trustees must be submitted by: (6/1991) a. The International Board of Trustees; (7/1988) b. A district board of trustees or district house of delegates; or (6/1991) c. A club, by a majority vote of the members. (7/1988)
Section 4. Not later than ninety (90) days prior to the start date of the International convention, voting by delegates, the Executive Director shall send to notify the secretary of each club a copy of all proposed amendments to be considered that administrative year, including those amendments passed by the International Council, and all proposals to rescind the Bylaws adopted by the International Council or to change or rescind an interpretation of the Bylaws by the Board of Trustees. (6/2013) Section 5. A majority of the valid votes cast shall be necessary for changes to or rescission of interpretations of the Bylaws shall be made at an International convention of Kiwanis International by a majority of the valid votes cast. (7/1998) Section 6. Two-thirds (2/3) of the valid votes cast by written or electronic ballot by the House of Delegates shall be required to amend the following provisions of these Bylaws: (7/2007) Article I: All Sections Article II: Section 1 Article III: Section 1 Article IV: Sections 1, 3 Article V: Sections 1, 3, 7, 9
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Article VII: Section 1 Article VIII: Sections 1, 3, 4a Article IX: Sections 1, 2, 11, 14, 18-19 Article X: All Sections Article XI: All Sections Article XIII: Sections 1, 7, 8 Article XIV: All Sections Article XV: Sections 1, 4 Article XVI: Sections 1, 4, 5, 8 Article XX: Sections 1, 3, 8 Article XXI: Sections 1, 4 Article XXII: Sections 1-8 Article XXVII: All Sections (Updated 6/2016) Section 7. A majority of the valid votes cast by the House of Delegates shall be required to amend the following provisions of these Bylaws: (7/2006) Article IV: Section 2 Article V: Sections 2, 4-6, 8 Article VI: All Sections Article VII: Sections 2-6 Article VIII: Sections 2, 4b, 5-9 Article IX: Sections 3-10, 12-13, 15-17, 20, 21 Article XII: All Sections Article XIII: Sections 2-6, 9 Article XV: Sections 2, 3, 5-8 Article XVI: Sections 2, 3, 6, 7 Article XVII: All Sections Article XVIII: All Sections Article XIX: All Sections Article XX: Sections 2, 4-7, 9, 10 Article XXI: Sections 2, 3, 5-7 Article XXII: Section 9 Article XXIII: All Sections Article XXIV: All Sections Article XXV: Section 1 Article XXVI: Section 1 (Updated 6/2016)
INCIDENTAL CHANGES ARTICLE IV. MEMBERSHIP OF CLUBS IN KIWANIS INTERNATIONAL Section 3. Notwithstanding any other provision of the Kiwanis International Bylaws, the Standard Form for Club Bylaws, or the Standard Form for District Bylaws, the International Board of Trustees may admit into Kiwanis membership and/or permit the creation of new forms of Kiwanis membership consistent with the Objects of Kiwanis International, which may extend for a period not exceeding five (5) years without approval of the House of Delegates voting delegates. The Executive Director of Kiwanis International shall make an annual report to the House of Delegates covering any such Board actions taken or authorized and make an evaluation of their current effectiveness. (7/2007)
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ARTICLE V. ORGANIZING AND CHARTERING OF CLUBS Section 4. The minimum number of members to organize and charter a prospective club shall be determined by the House of Delegates voting delegates, but shall not be less than fifteen (15) active members. (6/2012)
ARTICLE VIII. CLUB MEMBERS Section 4. Members Who Belong to More Than One Club
b. Members who belong to more than one (1) club: (6/2000) (4) May represent only one club for voting purposes at for district or International functions matters. (6/2000)
ARTICLE XI. OFFICERS Section 6. The President, President-Elect, and Vice-President shall be elected at the annual International convention for a period of one (1) administrative year each serve a one-year term. In order to occupy any such office, the member must have served two (2) years as Trustee. (6/2015) Section 11. In the event that a Trustee with a remaining term in office of one (1) year seeks to be elected to an office above the level of Trustee, the term of office of said Trustee shall end on September 30 following the annual International convention at of the year during which the Trustee seeks higher office. (7/1998)
ARTICLE XIII. BOARD OF TRUSTEES Section 1.
c. The Trustees of the Board of Trustees shall be elected so as to provide that: (6/1997) (4) The United States and Pacific Canada Region is guaranteed nine (9) Trustees to be elected at- large by delegates from that Region by secure remote voting in a manner prescribed by the Board of Trustees at the annual International convention until such time that an alternate plan is presented by the Region and approved by the Board of Trustees. (6/2010) (6) At-Large Seat. Until such time that all defined regions have at least one (1) guaranteed seat on the Kiwanis International Board, there shall be one at- large seat, which shall be filled by a nominee from any region other than the United States and Pacific Canada Region and shall be elected at- large at an annual International convention by delegates and delegates-at-large from all regions by secure remote voting in a manner prescribed by the Board of Trustees. (6/2010) Section 8. The interpretation of these Bylaws by the Board of Trustees shall be final and binding, unless such interpretation is changed or rescinded at a subsequent International convention as provided in these Bylaws. To change the interpretation, the proposer must provide the wording of the proposed change. (7/1998)
ARTICLE XIV. INTERNATIONAL COUNCIL Section 4. The International Council shall confer with and advise the Board of Trustees on matters relating to Kiwanis International. By a vote of two-thirds (2/3) of the entire Council at any meeting, the International Council may enact or amend any provisions of these Bylaws that require a majority vote, provided a copy of any proposed amendment is sent to each member of the Council not less than thirty (30) days prior to the meeting of the Council. Amendments to these Bylaws passed by the International Council shall remain in force, unless
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ARTICLE XV. INTERNATIONAL CONVENTIONS Section 1. An International convention shall be held once each administrative year at such time and place as shall be determined by the Board of Trustees in the manner provided herein, unless in any year the Board of Trustees shall determine that there exists a condition of emergency and that, because of such emergency, the holding of such convention would not be practical, in which case the Board of Trustees, by further resolution, shall have the power to establish and fix provisions and procedures for transacting, by any means deemed best by the Board of Trustees, any or all business that would normally be transacted by and at an annual International convention, except election of the officers, as provided in these Bylaws. (7/1998)
ARTICLE XIX. DISCIPLINE OF OFFICERS AND VACANCIES IN OFFICE Section 6. In the event the vacancy is for a Trustee representing the United States and Pacific Canada Region or the At-Large seat, the following process shall apply: (7/2014) b. Trustees shall be elected by the vote of the delegates present and voting and the nominees receiving the greater number of votes so cast shall be declared elected to the two-year term(s), if any, and those nominees receiving the next greater number of votes shall be declared elected to the one-year term(s), if any. (7/2014) Section 13. In any year in which no annual International convention is held the election of officers cannot be transacted via secure remote voting, the International Council in such year shall elect a qualified member of a club for the succeeding administrative year for each of the following offices: President, President- Elect, Vice- President, and Trustee for the normal term of said office, subject to the provisions for guaranteed Trustees. (7/1998)
ARTICLE XX. COMMITTEES Section 5. There shall be a Standing Committee on Resolutions, which shall consist of seven (7) members from clubs, at least one (1) of whom shall be a Past International President. (6/1989) a. The quorum of the Committee on Resolutions shall be four (4). (6/1989) b. The Committee on Resolutions shall consider and make recommendations of resolutions properly submitted as provided in these Bylaws for action at annual International conventions by the delegates. The Committee shall also have the authority to originate resolutions and to modify, combine, edit, or not accept any resolution submitted to it. When the Board of Trustees of Kiwanis International proposes to the Resolutions Committee programs for the ensuing administrative year, the Committee on Resolutions shall embody such program or programs in an appropriate resolution or resolutions. (7/1998)
ARTICLE XXII. REVENUE Section 9.
c. Any activity authorized by this section shall not involve the release or use of the Kiwanis International Directory or mailing list, including names, addresses, or telephone numbers of the members of clubs, for entering into third party agreements unless such release or use is expressly authorized by the prior consent of a majority of the delegates at an annual International convention voting delegates. (7/1998)
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CRITERIA COMPLIANCE • Was it properly submitted? Yes. All clubs have provided proper documentation. • Is the proposer in good standing? All 13 clubs are in good standing. • Does the proposal include a practical effective date? Oct. 1, 2022. (Some clubs have stated 2021. Others have stated 2022. Past K.I. Trustee Sjoerd Timmermans, who is the lead person on this proposal, says that all were intended to reflect 2022 and that should be used as the effective date.) • Does the proposal include a stated purpose or intention? Yes • Does the proposed wording seem to meet the stated intention? It seems to. • Is the amendment generally viable for presentation to the 2019 House of Delegates? Yes • Will it have a significant financial impact? The statement from 2017 proposal was this: “Implementing secure web-based balloting would cost the organization approximately US$20,000, but the additional costs necessary for building new web-based resources and processes are unknown.”
COMMITTEE DISCUSSION: General comments by the committee on this proposal were: • It was noted that there seemed to be an unintentional conflict in Art. XVIII, Sec. 3a with use of the word “officers” remaining after removal of the qualifier “to be elected at the annual ICON.” That wording would then refer to ALL officers, including Governors and ALL Trustees, even those elected by regions, which is not part of the intention of the proposal. This was apparently an oversight in previous proposals by the Capital District as well. The committee proposed wording to the club representative to fix this oversight, and the club accepted it. • Remote voting will be difficult to implement due to time zone differences. • Even during our current live session voting, all the same people are not ‘present’ for the whole thing or for all votes. The same thing will happen with remote voters. • This will have a significant effect on several aspects of K.I. conventions, including contracting, attendance, marketing, and more. That effect may also essentially eliminate key opportunities for education, fellowship, recognition, etc. • It appears very few other service organizations are using online voting yet. • Kiwanis’ goal should be to be as inclusive as possible. • This would not affect elections for guaranteed Trustees from region. • If this is adopted, Kiwanis would be wise to also amend the process for electing the Vice-President so it does not require multiple separate votes. For instance, preferential balloting could be used where a person rates their selections in the initial vote as first preference, second preference, and third preference. • A majority of the committee does not favor this proposal due to its probably effect K.I. conventions.
FINDING: The committee determined that the amendment complies with the criteria and is therefore acceptable for presentation to the 2020 House of Delegates.
ADDITIONAL INFORMATION: Background information the committee reviewed on this proposal is shown below. This may be helpful to the Board as well.
Amendments on secure web-based voting were considered at the 2015, 2016, and 2017 K.I. conventions. (The first two versions were the same; the last one was slightly different.) They each received large votes, but none were adopted.
Upon review, Staff found that this year’s proposal is almost exactly the same as the last proposal on this topic which was submitted by the Capital District and considered at the 2017 K.I. convention. The only exception is that this year’s proposer prefers to use the term “secure remote voting” rather than the original term “secure web-based voting.” When asked about this, the response was: “The specific reason
Resolutions and Bylaws Committee Report -Page 23 is that ‘remote’ contains more than only web-based. Although most apps and/or other devices or services use internet to communicate, it does not feel as such and what then is the correct legal term for participating in a vote at a distance? Therefor ‘remote’ is the only change. There are no other intended differences.”
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PROPOSAL D AMENDMENT TO ALLOW CLUBS TO HAVE ‘OPEN’ MEMBERSHIP
PROPOSAL: The Norden District House of Delegates submitted a proposed amendment to allow clubs to have ‘open’ membership so that anyone who wishes may join without the need for invitation or club approval. This is trying to address recent regulation changes by the Norway government that require a service club to have ‘open’ membership in order to be eligible for VAT (tax) reimbursement, which amounts to approximately US$55,000 annually for clubs overall. As explained last year in separate correspondence from Past K.I. Trustee Paul Inge Paulsen, ‘open’ membership apparently means removing the requirement for club approval of new members. See Additional Information for more background on this topic.
The original proposal from the district was submitted as this:
KI BYLAWS ARTICLE VIII Section 7 a
At the general assembly for Kiwanis District Norden, all clubs/members agreed to send an amendment to KI concerning Club bylaws and how to become an “open” club.
Proposal: In this amendment Kiwanis District Norden want to change Article VIII Section 7 a. from being obligated bylaws, to be an option for each club.
Reason/grounds At the general assembly for Kiwanis District Norden, all clubs/members agreed to send an amendment to KI concerning Club bylaws.
In the Kiwanis District Norden, there are three very good reasons for this amendment: 1. It discriminates people to do volunteer work in Kiwanis. 2. It prevent us from applying the state for grants to conduct humanitarian work. 3. It has an impact on people’s view of Kiwanis, we are perceived as a lodge.
This is so devastating for Kiwanis District Norden that we must bring this amendment to the floor. Only in support from the government, we lose approx.. NOK 600,000 (USD 60,000) every year.
The clubs in the Nordic countries want to be open and including. We know that if members do not find themselves suited in our club, then they quit the club. We believe that new voluntarily members will be dedicated to work for Kiwanis.
There was some difficulty communicating with the district in determining exactly what bylaws wording the district wished to amend. It is uncertain whether their House of Delegates reviewed specific wording or just approved the general concept of the change. The district representative later confirmed that it wished to propose the following specific amendment. This wording had been suggested by staff during email correspondence as a starting point, with the caveat that it may not be the best wording.
ARTICLE VIII. CLUB MEMBERS
Section 7. Election of Members a. Qualified prospective active members shall be considered for election to membership only by invitation or by transfer from an active club, by a majority vote of the club board or membership.
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However, clubs outside of the United States may allow all persons of good character to join without specific invitation or transfer. (1/2012) b. The election of honorary members in any club shall be as provided in club policy. (1/2012)
During review (see “Committee Discussion” and “Additional Information,” below), the committee learned that the key issue to qualify for VAT reimbursement is to remove the need for club approval of new members. The wording suggested by staff only removed the need for invitation but not the need for approval. The committee then suggested new wording to the district, shown below, and they agreed to that wording. This wording limits the scope of the exception to clubs in Norway, which are the only clubs known to have this problem at this time. However, the committee has been unable to determine whether this amendment will actually accomplish the intended purpose and ultimately allow clubs in Norway to again secure the VAT reimbursement they are used to. If the government of Norway will not approve this wording as meeting the necessary criteria, then adoption of the amendment will be moot.
ARTICLE VIII. CLUB MEMBERS
Section 7. Election of Members a. Qualified prospective active members shall be considered for election to membership only by invitation or by transfer from an active club, by a majority vote of the club board or membership. However, due to governmental regulations, clubs in the nation of Norway may allow all persons of good character to join without specific invitation or transfer and without an approval vote by the club board or membership. (1/2012) b. The election of honorary members in any club shall be as provided in club policy. (1/2012)
CRITERIA COMPLIANCE
• Was it properly submitted? It was submitted by the deadline by the District House of Delegates, but staff has been unable to verify their House adopted specific wording or just a general concept. • Is the proposer in good standing? The Norden District is technically not in good standing with Kiwanis International as of Oct. 4, per the new criteria implemented this past year by K.I. However, lack of good standing status does not preclude a district from submitting proposed amendments or resolutions. • Does the proposal include a practical effective date? No effective date was included, but staff is certain they intend for it to be effectively immediately since the regulation change prompting the need for this proposal has already taken effect. This is being verified with the district. • Does the proposal include a stated purpose or intention? Yes • Does the proposed wording seem to meet the stated intention? The committee has been unable to determine whether this amendment will actually accomplish the intended purpose and ultimately allow clubs in Norway to again secure the VAT reimbursement they are used to. If the government of Norway will not approve this wording as meeting the necessary criteria, then adoption of the amendment will be moot. • Is the amendment generally viable for presentation to the 2019 House of Delegates? The wording subsequently suggested by the committee and agreed to by the district is implementable, if approved by the K.I. House of Delegates. However, as stated above, the committee is uncertain whether this wording will actually solve their problem. • Will it have a significant financial impact? Not to K.I. Not to the district. It will have a positive financial impact for clubs in Norway, but only those clubs.
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COMMITTEE DISCUSSION: General comments by the committee on this proposal were: • The committee reviewed extensive background information on this matter, including information first shared in 2018 by K.I. Past Trustee Paul Inge Paulsen, who is from Norway, and more recent emails with district Bylaws and Policies Chair Eivind Sendes and Governor Sverre Hauger. Key portions of this background information are included below under “Additional Information.” Staff noted there may be some difficulty in understanding in this situation due to language and cultural differences and due to using Google Translate for the sake of expediency. • The district representative (Eivind Sandnes) first advised that Norway clubs are currently able to get around this regulation by adopting a club policy (or perhaps just a club motion; this is unclear) that reads as follows. (The translation is in question.) The district originally said this wording has been approved by the government to solve the matter. But Eivind then said approval for the club policy wording had been withdrawn and that a K.I. Bylaw amendment is thus necessary. AMENDMENT: Pursuant to section 9.1 of the Club Act, KC Risør has decided at a meeting on 24.04.2019 to become an open club. KC Risør understands what is a closed club and has chosen to become an open club. This means that Sec2.1 is overridden by this regulation. The club's rationale is to follow Norwegian requirements for transparency, in order to be able to cooperate with the Ministry and the Lottery Authority. As well as a desire to become more members. • The committee considered whether this challenge could be addressed in any other way that would not require a change to the K.I. Bylaws, such as an approved exception to the Standard Form for Club Bylaws that would apply only to clubs in Norway. If this change is required by civic law in Norway, Kiwanis would be required to comply. However, the district advises that clubs have the option to request VAT reimbursement, and that does not sound like a requirement. If it is not a requirement, can the K.I. Bylaws be overridden? (A provision in the district bylaws would not apply, since districts do not control club operations.) • Clubs essentially practice open invitation now. If someone expresses interest and is considered to be of good character (as determined by each club, in their own way), then they are usually admitted. However, each new member must go through an approval process by either the club board or club membership. Removal of the requirement for some approval process is of much more concern than removal of the requirement for invitation or transfer. • Near the end of its consideration, the committee asked the district about two important questions. The district’s responses (from representative Eivind Sandnes) are shown below. The Board should be aware of this information. Question 1: Under ‘open membership,’ if a person wanted to join a Kiwanis club who is not considered to have good character, is the club required to admit that person in order to receive VAT reimbursement? Answer: Yes, some clubs have tried, and what they have found out is: A person that does not feel free in the meetings, quit again. So, its up to the members to be inclusive, give a person help to join the club/organization. Question 2: If the club is required to admit a person not of good character, can they then remove him later and still receive VAT reimbursement? Answer: Yes, if he or she does not fulfill Kiwanis obligations/duty, he or she can be shut out. • The committee again is not sure, in the above questions and answers, whether communication is clear. The committee finds it hard to believe that any democratic government would require any service organization (or other group for that matter) to admit persons who are not considered to be of good character: murderers, embezzlers, pedophiles, thieves, violent persons, etc. Clarification will be pursued with the district and/or (if possible) with the Norwegian government. • The committee and staff are continuing discussion with the district and/or (if possible) with the Norwegian government to verify whether the latest agreed wording would be approved by the government as an acceptable solution. If not, the wording may have to be adjusted further. The
Resolutions and Bylaws Committee Report -Page 27
district met the original submission deadline of October 31. The Board may wish to allow the district to make a final adjustment in the wording, if necessary, prior to notice going out to clubs, as this would probably be in the best interests of the organization. • The committee reached out to Paul Inge Paulsen who first informed Kiwanis of this matter to seek his advise and assistance as well. He expressed ready willingness to assist; however, due to pressing family matters, his time is very limited right now. • At the time the committee is concluding this report, staff is still trying to learn how Lions and Rotary are addressing this issue, presuming it affects their clubs as well. The committee and Board will be advised once an answer is secured.
FINDING: As revised after discussion with the district representative, the proposal wording is acceptable for presentation to the House of Delegates. However, the committee has been unable to determine whether the amendment itself will actually accomplish the intended purpose.
ADDITIONAL INFORMATION: Partial background information the committee reviewed on this proposal is shown below. This may be helpful to the Board as well.
From: Paul Inge Paulsen
Dear Diana and Stan, in our district we have been met by a challenge and we need some advice from you - very well familiar with the Kiwanis Bylaws as you are.
The Governor, District Board and Chair of the Bylaws and resolution-committee in Norden has asked me, as a member of KI Board, to investigate what can be done with the problem we have met. Before bringing the case to the committee that deals with these matters, I have decided to ask for your advice. I am aware that we have a BM-meeting coming up very soon, but I hope that you can send me a few words of your view on the matter before the BM. This because I have promised to bring a short report to the District Board Meeting that is to be held in the latter part of January 2019.
BACKGROUND : For a period of 8 years now - since 2010 - the Norwegian Governmental Authorities have decided to refund to the organizations that are doing voluntary work in Norway for children and elderly people, as well as all sports organizations some of the costs they have had to do their necessary business. This had been done by refunding part of the VAT (value-added-tax) - 25 % on services and 15 % of food. In Kiwanis Norden - only in Norway - the clubs and the district sends a report to the Treasurer with the total cost we have paid for a given year. The clubs in the district send a similar report to the District Treasurer who produces a total report of the numbers from approx. 50 of our clubs - plus a report for the total costs from the district office. I have served as the District Treasurer for the last 4 years and I know these procedures quite well.
FINANCIAL OVERVIEW: The total amount received by the Norden District and its clubs of the last four years have been approx half a million Norwegian kroner - this represents in US Dollars ( 1 USD - 9 NOK ) approx. US$ 55 555,- . The amount is paid to the Mother organization i.e. Norden Kiwanis District every year in December. The amount is then paid to the clubs according to their applications. ( Total about 90 % to the clubs - and to
Resolutions and Bylaws Committee Report -Page 28 the district 10 $ of the total. ). No doubt you will understand that these funds can bring very much welfare to children and also other good causes.
WHAT'S THE CHALLENGE ?: The statutes that is governing this activity has been changed effective from Jan. 1st 2019. The change that is troublesome for us is that from that date it is no longer for "closed" organizations to apply for the support. The term "closed" is defined as "an organization that is not open for the public and shall therefore not be given the support." This implies as an example that "organizations where existing members has the right to approve/disapprove new members shall not be eligible"
Some of our Bylaws says that our clubs are self governed and that new members have to be approved by the members, and as I see it this is clearly in contradiction with the challenge listed above.
QUESTIONS: 1. Is it possible for a district to have bylaws -district- and club-bylaws that is not entirely in conjunction with the bylaws of KI ? 2. Is it within the authority of KI Board to accept such laws? These will be valid in only a very small part of the organization. 3. Is there maybe some other smart solution to our challenge?
What we need is a set of bylaws where it is clearly stated that our clubs is open for everybody and where the membership approval is removed. I have read with great interest the proposal to the ICON 2019 concerning discrimination rules, but I do not think that is clear enough.
If this cannot be done, I am afraid the our clubs and the district will suffer a significant loss in our ability inserving according to our 6 objects.
I thank you for your attention and can assure you that the leadership of the Norden District are waiting with great excitement for your answer.
Paul Inge Paulsen K I Board Trustee 2016-2019
Paul Inge was advised that conformity with the K.I. Bylaws will be a challenge. If the government were mandating that ALL service clubs move to open membership (i.e., they must admit anyone who requests to join), K.I. would perhaps have to accommodate an exception on that basis. However, it sounds like clubs may still have ‘closed’ or private membership, only they unfortunately lose the refund money that way.
Staff asked: “Would the government allow any common-sense restrictions on membership, such as clubs banning someone with a criminal record or other generally-unacceptable condition or trait?”
Paul Inge then asked about the amendment (pending adoption at the time) adding a nondiscrimination clause to the K.I. Bylaws and whether that might solve Norden’s challenge, if they could adopt a similar clause in their district bylaws.
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Staff responded: We definitely would like to give the district some hope on this matter, because we understand what a challenge it will be for clubs to suddenly be without the VAT reimbursements. However, I’m not sure what we can offer.
Even if the pending nondiscrimination clause is adopted in the K.I. Bylaws, it would not be the type thing that would then be adopted by districts in their bylaws. This is because the districts do not set basic club standards for membership or operations.
It might be something that would then be added to the Standard Form for Club Bylaws. However, I’m not even certain of that. It would have to be explored and determined by the new Standing Committee on Governance. Even if it were not added to the Standard Form proper, clubs in Norway could add that wording or similar wording to their club POLICIES, if that would satisfy the government so that clubs could still earn the VAT reimbursements.
I think the best course at this point is to ask the government if some particular wording in club policy would be sufficient, and just what they suggest that wording should be. Then you can present that to K.I. (first to me) and we’ll see if K.I. could live with it. I don’t think the K.I. Board would approve any wording that entirely opens membership to the public without club approval – indeed, I don’t believe they could do so without a corresponding change first in the K.I. Bylaws. But let’s see what wording your government might be willing to accept and go from there.
From: Eivind Sandnes
Hello again, Diana. I have emailed Paul Inge and understand that you understand our dilemma. I'm not concerned with the district bylaw, but more of the club bylaw.
As previously mentioned, a closed club, here in Norway is a club where members are invited into clubs. This means that Article VIII Section 7 point a. must be removed from the bylaw, in order to satisfy the Norwegian rules. That's why we are looking for opportunities for Norway to circumvent this point in the bylaws. We are fully aware that this proposal must be approved by all clubs in Norway (Norden), but it may also need to be approved by worldwide clubs?
So my direct question to you is: Can Norwegian Kiwanis clubs make the change as mentioned above in their club bylaws without the approval of KI? (Or remove the word “invite”).
From: Diana O'Brien Sent: Friday, January 25, 2019 10:22 AM To: 'Eivind Sandnes'
Resolutions and Bylaws Committee Report -Page 30
Cc: 'asschjo'
Hello Eivind. That point in Art. VIII, Sec. 7a of the K.I. Bylaws would have to be eliminated or appropriately adjusted by a vote of ALL delegates from ALL parts of the world. This would be considered and then adopted or rejected by the House of Delegates at the annual K.I. convention. Until or unless that is eliminated or adjusted in the K.I. Bylaws, K.I. could not allow clubs in Norway to wording about invitation from their club bylaws.
Staff has not been able to learn or verify exactly what wording was adopted by Norden’s House of Delegates, if exact wording was adopted. I believe language limitations are causing challenges in clarifying this matter. Complete correspondence is shown below. The closest staff can come so far to exact wording is this, based on a Google translation of the Norwegian:
The Ministry of Culture has introduced new rules for receiving VAT compensation, and one of the prerequisites is that the associations / organizations should be "open", ie NOT have restrictions in their regulations for membership. The Annual General Meeting approved that KIDN as <, administrative body "define itself as" open>, and that this are included in the KIDN Regulations and General Council. In addition, with the help of the Law Committee, the administration was authorized to prepare a "Club's Regulations and General Advice, to help those clubs who want to define themselves as "open". The District Board also submitted proposals to authorize relevant delegations to the International Convention Promote legislative changes to club membership so that the membership restriction that is enshrined becomes deleted / rewritten. The Annual General Meeting approved the proposal.
From: Eivind Sandnes
Here is in Norwegian, the documents for our convention in 2019.
The document ÅRSMØTE 2019 – KIDN – EN «ÅPEN» ORGANISASJON is about our case.
Google translation: ANNUAL MEETING 2019 - KIDN - AN “OPEN” ORGANIZATION www.kiwanis.no
The Ministry of Culture has adopted new rules for the reception of value added tax compensation, where be required to associations and organizations that apply cannot have special requirements / conditions laid down membership, ie they must be an "open" organization. The District Board 2018-19 decided on DS 3 to amend the Policies and Procedures, so that KIDN as an "administrative body" defines itself as "open" and
Resolutions and Bylaws Committee Report -Page 31 recommends that all clubs in KIDN define themselves as "open". However, the district board cannot order the clubs to be "open" and therefore promotes the following proposals for the 2019 Annual Meeting:
1: KIDN creates a register for clubs that want to define themselves as "open". KIDN helps these clubs to create their own “Regulations and General Advice ", where the text" The club has no special requirements / conditions for club membership »will be a leader in terms of the Club Act Art. 2 - point 2.1 - It says: “Adult people who are well regarded in society can become members of this club by invitation or by transfer from another Kiwanis Club, after majority vote on the board ».
2: KIDN promotes to KI, at the first relevant international Convention / Annual Meeting, proposed amendment to the Club Act Art. 2-point 2.1, so that it some clubs themselves are given the opportunity to make their own decisions about the relationship that is mentioned in Art. 2.
From: Eivind Sandnes
I believe we can use/live with :
ARTICLE VIII. CLUB MEMBERS Section 7. Election of Members a. Qualified prospective active members shall be considered for election to membership only by invitation or by transfer from an active club, by a majority vote of the club board or membership. However, due to governmental regulations, clubs in the nation of Norway may allow all persons of good character to join without specific invitation or transfer and without an approval vote by the club board or membership. (1/2012) b. The election of honorary members in any club shall be as provided in club policy. (1/2012)
It’s also necessary for us to get this in the bylaw. The Norwegian government has withdrawn the agreement. So, we really need this bylaw.
From: Eivind Sandnes
Under ‘open membership,’ if a person wanted to join a Kiwanis club who is not considered to have good character, is the club required to admit that person in order to receive VAT reimbursement?
Resolutions and Bylaws Committee Report -Page 32
Yes, some clubs have tried, and what they have found out is: A person that does not feel free in the meetings, quit again. So, its up to the members to be inclusive, give a person help to join the club/organization.
Also: If the club is required to admit a person not of good character, can they then remove him later and still receive VAT reimbursement?
Yes, if he or she does not fulfill Kiwanis obligations/duty, he or she can be shut out.
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TAB 17 GOVERNANCE COMMITTEE REPORT TO THE KIWANIS INTERNATIONAL BOARD OF TRUSTEES
Date: January 8, 2020 Chair: Patrick J. Cooney, Past Governor, New York District Vice-Chair: Nettles Brown, Past International President, Louisiana-Mississippi-W.Tenn. District Members: Ulrich Märki, Past Governor, Switzerland-Liechtenstein District Tadao Oda, Past K.I. Trustee and Past ASPAC Chairman, Japan District Elizabeth Tezza, Past K.I. Trustee and Past Governor, Carolinas District Ralph Wilson Jr., Past KIF President and Past Governor, Missouri-Arkansas District Staff Liaison: Diana O’Brien, Governance Specialist Guests: Kiwanis International Parliamentarian Dr. Barry Glazer
INTRODUCTION
In the most recent part of the K.I. Bylaws Modernization (Revision) project, district boards were asked to review the initial draft of proposed changes and respond with any comments. The original request to review (with complete instructions) was sent on October 23, 2019, with responses requested by December 6. This was sent to all districts, but in English only. A two-page “Summary of Key Changes” document was subsequently translated into applicable languages (French, German, Italian, and Spanish) and shared with districts whose primary language is not English.* Those districts were given an extension until December 16 to submit their responses. *(This document was also shared with all districts, even English-speaking, on the basis that it would be helpful to anyone who didn’t want to review the full 90-page draft of changes.)
Responses were received from large a number of districts, most of which simply complimented and agreed with the project. Nine districts (five from U.S., four from Europe) submitted detailed comments. Many of those responses simply involved questions, not actual changes.
The Governance Committee met on December 11 and December 18, 2019, and on January 8, 2020, to review the detailed responses. All meetings were conducted electronically via GoToMeeting, approximately 8:00-9:30 a.m. Eastern Time, with all members present at all meetings.
The committee recommends several changes to the existing draft. Two are pointed out below.
REVISED BYLAW INTERPRETATION
The committee noted that we have an existing Bylaw interpretation stating that, if a corporate member’s representative holds an office but then the corporation designates a new representative, that new representative does not automatically assume the office held by their predecessor. However, we did not clearly state that corporations themselves cannot hold office. Only their designated representative may hold office. The revised interpretation shown below corrects that oversight. Revised text is shown in red and italics.
K.I. BYLAWS INTERPRETATION CORPORATE MEMBER REPRESENTATIVES HOLDING OFFICE
Governance Committee Report – January 8, 2020 - Page 1 Article VIII, Section 1 – states in part “A corporate member shall appoint one individual to represent it on all club matters, and all club privileges shall be exercised via its appointed representative…” And Article XIX – provides for filling vacancies in various Kiwanis International Offices. And other governing documents of the organization provide for filling vacancies in club, district, and federation regional offices.
Interpretation – A corporate member shall not hold a club, district, region, or Kiwanis International office. Only a representative appointed by the corporate member may hold office. Furthermore, if an appointed representative of a corporate member stops representing the corporation for any reason while holding a club, district, federation or Kiwanis International any such office, the office shall be declared vacant and shall be filled accordingly. The corporate member’s next appointed representative shall not automatically fill the office held by his/her predecessor. (6/2015) Reason: This addition covers the fact that corporations shall not hold office to begin with, even beyond filling a vacancy. Only their individual representatives may hold office.
“CLEAR” BACKGROUND CHECKS
One district reviewer pointed out that the term “clear” background check may be erroneous and misunderstood. A background check need not be entirely clear to be acceptable. (Example: an individual could have had a minor possession conviction 30 years ago which is no longer relevant.) The word “satisfactory” was suggested. The committee consulted Kiwanis General Counsel, who agreed that “satisfactory” is better. This change affects three bylaw provisions, shown below. Revised text is shown in red and italics.
If this change is approved by the Board, it should be noted that it will entail changes to other governing documents, particularly but not limited to Policy B.16 and Procedure 197, as well as various guidelines, training materials, etc.
ARTICLE IX. DISTRICTS Section 4. Each district officer shall be an active member in good standing in a club in good standing of the district; and each lieutenant governor shall be a member of a club in the division from which elected and each trustee shall be a member of a club in the region from which elected. Each candidate for the office of governor, governor-elect, and vice-governor (if any) also shall have a clear satisfactory criminal history background check conducted and verified by Kiwanis International. (7/2014)
ARTICLE XI XII. OFFICERS Section 2. Each elected officer shall be an active member in good standing of a club and the members of the Board of Trustees shall have served as a district governor at least two (2) administrative years prior to assuming a Kiwanis International office. Each officer also shall have and maintain a clear satisfactory criminal history background check conducted and verified by Kiwanis International. In order to occupy the office of President, President-elect, or Vice-President, the member must have served two (2) years as Trustee. No offices shall be held by the same member, nor shall any officer simultaneously hold more than one (1) International office. (6/2018)
ARTICLE XVIII. NOMINATION AND ELECTION OF OFFICERS Section 3. a. The nomination and election procedures for officers to be elected at the annual International convention shall be as follows: (7/1998) (4) No person shall be considered as a candidate until or unless the following requirements have been met: (6/2010) • The candidate shall have served as an immediate past district governor prior to announcing his/her candidacy to Kiwanis International. (6/2018)
Governance Committee Report – January 8, 2020 - Page 2 • Written consent of such person has been given. (6/2010) • The candidate has been endorsed by the candidate’s district house of delegates prior to the candidate announcing his/her candidacy to Kiwanis International. However, if the district board believes the district has circumstances which make it impossible for its house to endorse a candidate, the district board may petition the Kiwanis International Board for permission to make the endorsement. A candidate may not be endorsed while serving as district governor. All endorsements shall comply with Kiwanis policy. (6/2018) • A clear satisfactory criminal history background check has been conducted and verified by Kiwanis International. (6/2010)
OTHER RECOMMENDED CHANGES
The committee recommends that the following additional changes be made. The reason for each change is stated below the provision. Most simply clarify or strengthen the previous language. Revised text is shown in red and italics. (These changes do not include a few typographical errors that were identified which also will be corrected.)
ARTICLE I. NAME AND EMBLEM TRADEMARKS
Section 2. The word “Kiwanis” and the name, emblem, and/or insignia name, copyrights, trademarks, and intellectual property of Kiwanis International shall not be used as a trade name or trademark by any person, entity, association or other organization without the written consent of Kiwanis International or used for any purpose other than that authorized by the Board of Trustees, except as specifically provided to clubs in Article VI. (6/2015) Reason: Strengthens the language. Legal counsel agrees with these changes.
ARTICLE III. POWERS
Section 1. The powers of Kiwanis International shall be:
b. To create, supervise, and control govern clubs, districts, federations regions, or other groups of clubs and divisions thereof (affiliates). (6/2016) Reason: Strengthens the language. Legal counsel agrees with this change.
ARTICLE VI. CLUB OPERATIONS
Section 10. Club License to Use of Kiwanis Name and Marks.
a. Each club is granted a revocable nonexclusive license to use the trademarks owned by Kiwanis International (hereafter referred to as Kiwanis Marks) in connection with its activities as a member of Kiwanis International. Kiwanis International has the exclusive right to control usage of the Kiwanis Marks by a club. Applying for and maintaining membership in Kiwanis International constitutes acceptance by the club of all terms and conditions for use of the Kiwanis Marks and a waiver of all separate or independent rights. (6/1989)
b. The license to use the Kiwanis Marks is terminated immediately and automatically when a club’s charter is resigned or revoked or when specifically requested directed by Kiwanis International. Failure to cease the use of the Kiwanis Marks and any marks confusingly similar thereto will result in immediate and
Governance Committee Report – January 8, 2020 - Page 3 irreparable harm to Kiwanis International for which there is no adequate remedy at law and Kiwanis International may take legal action as necessary. (6/1989) Reason: Strengthens the language. Legal counsel agrees with this change.
Section 11. Club activities must comply with all applicable laws and regulations. No club shall, by any of its actions, activities, or omissions, impugn the good name of Kiwanis. Clubs shall not solicit or express any opinion or take any action regarding any candidate, legislation, or other matters of a political nature. (1/2012) Reason: Strengthens the language. Legal counsel agrees with this change.
ARTICLE VIII. CLUB MEMBERS Section 1. The members of a club should represent the diversity in the community in which the club is located. Membership in a club is open to adults of good character and corporations of good community standing who are willing to maintain good standing with the club by payment of all relevant dues and fees and adherence to other standards (if any) stated in club policy. Members in good standing with a club shall be entitled to all privileges of membership in that club. A corporate member shall appoint one individual person to represent it on all club matters, and all club privileges shall be exercised via its appointed representative unless any such privilege is restricted by local law. (6/2015) (See also Interpretations.) Reason: Makes wording more consistent throughout the bylaws.
Section 4. Life Member Status a. Any Kiwanis club member may be granted life member status with Kiwanis International on a one-time payment of a fee of fifteen (15) times the annual International dues as prescribed herein. Each A club member may have life member status with only one club. (6/2015) Reason: Better phrasing.
ARTICLE IX. DISTRICTS
Section 17. Each club within the territorial limits boundaries of a Kiwanis district and in good standing as defined by Kiwanis International shall be a member of said district, so long as such club continues to comply with these Bylaws and shall comply with the district bylaws. All clubs in good standing as defined by Kiwanis International, which includes compliance with the district bylaws, shall be entitled to the rights and privileges of district membership. (7/2014) Reason: 1) Makes wording more consistent throughout the bylaws. 2) Also clarifies district membership of clubs due to geographic location vs. their rights and privileges of district membership by being in good standing.
ARTICLE XI XII. OFFICERS
Section 10. General Duties All officers shall perform the duties provided in these Bylaws and Kiwanis International policies and procedures; as may be from time to time may be assigned by the Board of Trustees; and as usually pertain to the office. (6/2012) Reason: Better phrasing.
Section 11. President’s Duties The President shall preside at all International conventions and at all meetings of the Board of Trustees, Executive Committee, and International Council of Kiwanis International. The President shall exercise general supervision over the activities of Kiwanis International and shall perform such other duties as usually pertain to the office of President. The President shall provide leadership to the Board of Trustees, Governors, and clubs. The President shall preside at all Kiwanis International conventions and at all meetings of the Board of Trustees, Executive Committee, and the Kiwanis International Council. In the President's absence, the Immediate Past President,
Governance Committee Report – January 8, 2020 - Page 4 President-elect, or Vice President shall preside, in that order. In the absence of all such persons, the Board shall select a Board member to preside. (7/2007) Reason: Makes the distinction between Board member vs. club member.
ARTICLE XVI. DELEGATES
Section 4: A Kiwanian Kiwanis club member shall be entitled to only one delegate status (delegate-at-large or club delegate) and one vote. Reason: Eliminates informal language. The word “Kiwanian” is not used or defined anywhere in the bylaws.
ARTICLE XVII. CONVENTION PROCEDURE
Section 1. The Board shall present a proposed agenda for the meeting of the House of Delegates, which shall be adopted by a majority vote of the delegates. Changes in the program agenda may be made from time to time by a majority vote of the delegates present and voting. (7/1998) Reason: Adjusts the wording to be more accurate.
Section 2. Prior to each International convention, the President shall appoint the following Chairs: • Sergeant at Arms, which shall help maintain order. (7/1998) • Credentials, which shall oversee the certification of delegates and determine the seating of the delegates for any club that may fail to certify its representatives. • Elections, which shall have general charge of the elections and other voting, including the distribution and tabulation of the ballots and certification of the voting results. All Only delegates may be members of this committee shall be delegates. The voting results shall be kept for a period of ninety (90) days. (1/2012) Reason: This change solves the potential question of whether someone must first be a delegate to be on this committee or whether they automatically become a delegate because they serve on it.
Section 3.
b. The Kiwanis International Committee on Resolutions and Bylaws Committee shall meet within sixty (60) days thereafter to consider all proposed resolutions. (7/2007) Reason: Eliminates unnecessary wording.
c. Resolutions shall relate to matters of broad concern to Kiwanis International. Resolutions shall not be used to amend the bylaws. There shall be no resolutions on partisan political matters nor resolutions commending living individuals persons. Memorial resolutions shall be limited to Kiwanians Kiwanis club members who, at the time of death, were members of the Kiwanis International Council. Only; however, the Kiwanis International Board may propose other memorial resolutions. Reason: 1) Makes wording more consistent throughout the bylaws. 2) Links the last two sentences to eliminate a contradiction.
f. Resolutions and Bylaws committee members shall have the privilege of the floor while resolutions are being considered by the delegate body but shall not have the right to vote unless said member is an accredited a delegate. (4/1999) Reason: The word “accredited” is not needed.
ARTICLE XIX. DISCIPLINE OF OFFICERS AND VACANCIES IN OFFICE AND DISCIPLINE OF OFFICERS
Section 15. In the event that a district governor is temporarily incapacitated and unable to discharge the duties of
Governance Committee Report – January 8, 2020 - Page 5 the office, as determined by two-thirds (2/3) vote of the entire district board, the district board then shall elect by a majority vote of the district board, a qualified past governor, current or past trustee (if any), or a current or past lieutenant governor of that district who is an active member of a club in the district to become acting governor of the district until the district governor is able to reassume resume said duties. While the district governor is incapacitated, the acting governor shall have all the duties, responsibilities, and authority given to the district governor by the bylaws of the district and the Bylaws of Kiwanis International. If, after a period of sixty (60) days, it shall appear to the district board determines by another two-thirds (2/3) vote of the entire board that the district governor continues to be incapacitated and is not able to reassume resume the duties and responsibilities of the office, the district board may declare the office of district governor vacant and the vacancy shall be filled in accordance with the provisions for filling vacancies in office as prescribed in the district bylaws. (7/2014) Reason: Streamlines the text and agrees with similar wording in other provisions, with no change of meaning here. (“Qualified” would refer to the criteria in Art. IX, Sec. 4.)
ARTICLE XX. COMMITTEES
a. The Executive Committee, which shall include no more than nine (9) members from the Board of Trustees, four (4) of whom shall be the President, President-Elect, Vice-President, and Immediate Past President. The President shall be the Chair. In the President's absence, the Immediate Past President shall preside. The Executive Committee shall assist and support all other Board committees and shall have such other duties as determined by the Board. Reason: Adds a statement of general duties for this standing committee.
b. The Audit and Finance Committee, which shall include the Vice-President and two (2) or more members from the Executive Committee, one (1) of whom shall be designated as chair, as well as two (2) or more additional members of the Board who are not members of the Executive Committee. The Audit and Finance Committee shall monitor all financial matters involving Kiwanis International and any of its sponsored organizations and affiliates and shall have such other duties as determined by the Board. Reason: Adds a statement of general duties for this standing committee.
c. The Membership Committee, which shall include such members of the Board as appointed and approved. The Membership Committee shall work to build, retain, and support a growing Kiwanis membership and shall have such other duties as determined by the Board. Reason: Adds a statement of general duties for this standing committee.
d. The Past International Presidents Committee, which shall be composed of all the Past International Presidents except the Immediate Past International President. The Past International President who served as International President three years previously shall be the chair. If that person cannot serve or chooses not to serve, the committee shall select a committee member as chair. Reason: Makes the distinction between committee member vs. club member.
This concludes the committee’s report.
Respectfully submitted,
Governance Committee Patrick J. Cooney, Chair
Governance Committee Report – January 8, 2020 - Page 6
TAB 18 KIWANIS INTERNATIONAL BOARD MEETING JANUARY 15-16, 2020
BOARD AGENDA POINT
POLICY AND PROCEDURE REVISIONS FOR REDESIGNATION OF KIWANIS INTERNATIONAL OFFICERS
BACKGROUND
At its meeting on October 4, 2019, the Board discussed concerns about the fact that Kiwanis International has approximately 70 officers, including district governors, most of whom have no regular oversight of the corporation and no part in the decision-making process. This provides an unnecessary and unwise liability risk for both the officers and the corporation. The Board agreed to propose a K.I. Bylaws amendment to designate that only the President, President-Elect, Immediate Past President, Vice President, and Executive Director are officers of the corporation, removing the district governors and K.I. Trustees as stated officers. K.I. Trustees would still be members of the Board.
The full amendment is shown in Exhibit A. It is structured so that it would not change the existing role, responsibility, or authority of district governors and K.I. Trustees, but only remove their official designation as Kiwanis International officers.
MAINTAINING SPECIAL PROVISIONS
Certain requirements or conditions stated in policies and procedures currently apply to district governors and Trustees, as officers, such as background checks, conduct unbecoming, conflict of interest, etc. If the proposed amendment is adopted, those policies and procedures should be revised as appropriate. Recommended revisions are shown below.
RECOMMENDATION
Recommendation: That, if the proposed bylaw amendment on designation of Kiwanis International officers is adopted at the 2020 Kiwanis International convention, the Kiwanis International Board correspondingly revises selected policies and procedures as shown below.
KIWANIS INTERNATIONAL POLICIES
POLICY B. INTERNATIONAL ADMINISTRATION
10. Definition of ‘Conduct Unbecoming’
B. Conduct Unbecoming a Kiwanis International Officer or Trustee (4/13)
In addition to the basic definition of ‘conduct unbecoming a member of the Kiwanis family’ as shown above, the definition is expanded for Kiwanis International officers and trustees (Kiwanis International Board Members and District Governors) to further include any of the following offenses committed while serving in office: (4/12) (4/13) Comment: If we want this expanded definition of conduct unbecoming to continue to apply to Governors, we could re-instate specific reference to them here, or perhaps have a separate parallel policy to help totally disassociate them as K.I. officers. Frankly, these are good rules Board Agenda Point on Redesignation of Kiwanis International Officers – Page 1
for ALL district officers/all Kiwanians. Where do we want to draw the line? But it was originally aimed at just the top level of officers, which is why “District Governors” is tentatively being eliminated from the text. 1. Engaging in profanity or making derogatory statements or engaging in offensive behavior based on race, color, gender, age, disability, economic status, religion, or national origin. (4/12) 2. Engaging in unwanted touching at any time. (6/99) 3. Creating a hostile atmosphere. (6/99) 4. Being convicted of any felony or misdemeanor involving moral turpitude. (4/12)
13. District Officer Accused of ‘Conduct Unbecoming’
a. If an allegation of ‘conduct unbecoming a member of the Kiwanis family’ is made against a district officer (other than the Governor, who is also a Kiwanis International Officer – see separate policy), allegedly committed while he/she was engaged in his/her duties as a district officer, the process for addressing such allegation shall be generally as follows, as further defined in Kiwanis International procedures. (4/13)
14. Kiwanis International Officer Accused of ‘Conduct Unbecoming’
a. If an allegation of ‘conduct unbecoming a member of the Kiwanis family is made against a Kiwanis International officer or trustee (which includes a district governor), allegedly committed while he/she was engaged in his/her duties as a Kiwanis International officer of office, the process for addressing such allegation shall be generally as follows, as further defined in Kiwanis International procedures. (4/13)
15. Conflict of Interest In order to protect its interests as a tax-exempt organization, Kiwanis International, when contemplating a transaction or arrangement that might benefit the private interest of or that might result in a possible excess benefit transaction for an a Kiwanis International officer or trustee (Kiwanis International Board Members and Governors) or a member of a committee with Board-delegated responsibilities or powers, Kiwanis International shall exercise due diligence to assure no conflict of interest exists and/or it shall take appropriate disciplinary and corrective action, as defined in procedure, if, upon investigation, a conflict of interest is determined to exist. This policy and accompanying procedure is are intended to supplement, but not replace, any state and federal laws applicable to nonprofit and charitable organizations. (4/07) (6/10)
Kiwanis International officers and trustees must represent unconflicted loyalty to the interests of Kiwanis membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. (1/08) (6/10)
Kiwanis International officers and trustees must not use their positions to obtain employment at Kiwanis International for themselves, immediate family members, or associates and must wait for three years after most recently serving in office to apply for employment for any paid service within Kiwanis International. (1/08) (6/10)
16. Criminal History Background Checks
a. Kiwanis International (4/15)
Kiwanis International requires a clear criminal history background check for the following individuals, which must be conducted and verified by Kiwanis International in accordance
Board Agenda Point on Redesignation of Kiwanis International Officers – Page 2
with Kiwanis International Procedure. Kiwanis International recognizes only its own background check process for these persons; other background checks are not accepted: (4/10) (4/15)
(1) Kiwanis International Officers and Trustees: A clear background check is necessary prior to assuming any a Kiwanis International office or trustee position, including District Governor. Persons without a clear check may not hold office such office or position. (4/15)
(2) Candidates for Kiwanis International offices and trustees: A clear background check is necessary by the required deadline for announcing candidacy for any candidates for any a Kiwanis International office or trustee position, including District Governor. Persons without a clear check may not be elected. (4/15)
The Kiwanis International Board shall be advised if a background check pertains to an officer or trustee or officer-designate or trustee-designate and either: (1) indicates a problem or concern that requires further investigation; or (2) is determined to be not clear and thus causes automatic denial of the right to hold office such office or position. In either case, the Executive Director or designee shall notify such person of the not-clear check. (4/10) (4/15)
b. Districts (7/17) Comment: The following two provisions are shown for reference only. No changes are needed.
(1) Governors-elect and Vice-Governors: Kiwanis International requires clear criminal history background checks for District Governors-elect, Vice-Governors, and any other district office in direct line of succession to become Governor, as well as candidates for such offices. These checks must be conducted and verified by Kiwanis International in accordance with Kiwanis International Procedure. (4/10) (4/15)
(2) Criteria and Service Provider: All districts conducting criminal history background checks are required to follow Kiwanis International’s criteria when determining if the checks are clear. To assure high standards and consistent results throughout the organization, districts are encouraged to use the same service provider used by Kiwanis International. (4/12) (4/15)
All background checks conducted by districts shall conform to local laws and other applicable requirements, if any. (1/07) (4/15)
Districts requiring background checks shall first clearly define and publicize the criteria, process, and ramifications in district policy and/or procedure. Consult Kiwanis International for recommended guidelines. (4/12) (4/15)
17. Accountability of Kiwanis International Officers and Trustees All Officers and Trustees of Kiwanis International, which includes district governors, and all offices in direct line of succession to Governor are subject to the same ethical standards and disciplinary actions. (4/10)
18. Social Media Guidelines All Kiwanis International Officers and Trustees shall adhere to the following guidelines when posting to a Blog, making comments online, or using Facebook, Twitter, YouTube, LinkedIn, Flickr or any other tools that fall within the social media realm. (10/10)
Board Agenda Point on Redesignation of Kiwanis International Officers – Page 3
Recognizing that the individual actions of each Kiwanis club member reflect upon the entire organization, the Board urges all districts and clubs to adopt a similar policy and for all Kiwanis members to abide by these guidelines. (10/10)
a. Be aware that you are responsible, legally and morally, for what you say and post online. b. Remember that your audience may include Kiwanis family members and nonmembers, both adults and youth, from many cultures throughout the world. c. Talk about your Kiwanis experience in positive terms. d. Make it clear that you are speaking only for yourself and any views posted are yours alone. e. Online conversations should be open, honest, and honorable. f. Do not post any items, make any comments, or share any material that would be inappropriate for children to read, view or share. g. Add value to the conversation. h. Know when to respond. You may disagree with a post, but never fight or air grievances online, and don’t get caught up in someone else’s rant or rage. i. Do not use foul language. j. Don’t speak of others in derogatory or degrading terms. k. Prior to posting any media online, obtain permission from any individuals who appear in that media. It could be illegal to do otherwise. l. Adhere to copyright and fair use. m. Use factual information and cite sources. (10/10)
KIWANIS INTERNATIONAL PROCEDURES
103 - KIWANIS INTERNATIONAL OFFICER OR TRUSTEE ACCUSED OF CONDUCT UNBECOMING
103.1 - Allegation and Investigation
A. Allegation: If any club member or Kiwanis International officer or trustee observes or has knowledge of* behavior by a Kiwanis International officer or trustee that he or she believes constitutes ‘conduct unbecoming a member of the Kiwanis family’ as defined in Kiwanis International policy and which may have been committed in his/her capacity as a Kiwanis International officer or trustee, the member shall report such allegation in writing (hereinafter referred to as the “Allegation Report”) immediately to the International President. (4/13)
196 – CONFLICT OF INTEREST
196.1 - Definitions
B. Interested Person: Any Kiwanis International officer or trustee (Kiwanis International Board Members or Governors) or member of a committee with Board- delegated powers or Staff who has a direct or indirect financial interest, as defined below, is an interested person. (4/07) (4/15)
223 - RESPONSIBILITIES OF THE DISTRICT GOVERNOR-ELECT
223.1 - Agreement to Fulfill Duties of Office Upon announcement of candidacy for governor-elect, candidates shall enter into an agreement with Kiwanis International whereby, if successful, the candidate agrees to fulfill
Board Agenda Point on Redesignation of Kiwanis International Officers – Page 4
the duties of office, as stipulated by Kiwanis International. The terms of such agreement must be fulfilled in order for the candidate to serve as governor of the district and an Officer of Kiwanis International. (1/98) (9/99)
223.2 – Duties (1/13) The governor-elect, in preparation to be an Officer of Kiwanis International governor, shall: (10/96) (1/13)
A. Fulfill the responsibilities of governor-elect as defined in the Bylaws, Policies, and Procedures of Kiwanis International and in the district bylaws, and support the governor in his/her role as an Officer of Kiwanis International. (10/90) (10/96)
B. Attend all governors-elect meeting(s) required by Kiwanis International. (10/90) (1/00)
C. Attend the International Convention and the meeting for governors-elect held at that Convention. (10/90) (10/96)
D. Organize the training of the incoming lieutenant governors and district committee chairmen and monitor those individuals through the year to assure performance of responsibilities. (10/90)
E. Be responsible for implementing the Club Officer Education programs. (5/93) (1/00)
F. Be responsible for education programs and forums at the district convention. (5/93) (10/96)
G. Develop a membership growth plan, including specific targeted sites for new club building, and provide it in writing to the International President-designate prior to the start of the administrative year. (2/95)
224 - RESPONSIBILITIES OF THE DISTRICT GOVERNOR (1/13)
The governor, as an Officer of Kiwanis International, shall: (10/96) (1/13)
A. Fulfill the responsibilities of governor as defined in the Bylaws, Policies, and Procedures of Kiwanis International and in the district bylaws. (10/90) (10/96)
B. Develop a growth plan for the district and supervise the implementation of that plan. (10/90)
C. Actively promote the participation of clubs in the Objects, Goals, and programs of service, including Young Children: Priority One. (10/90) (10/96)
D. Attend and participate fully in the International Convention. (10/90) (10/96)
E. Promote prompt payment of district and club financial obligations to Kiwanis International, the district, and the federation (if any), and follow-up on any delinquencies. (10/90) (5/93)
F. Promote 100 percent filing of annual club reports. (10/90)
G. Actively promote the sponsored programs of Kiwanis International (where applicable) and assure proper supervision of those programs on a local, divisional, and district level. (10/90) (5/93)
H. Attend the regional conference for district governors. (10/90) Board Agenda Point on Redesignation of Kiwanis International Officers – Page 5
I. Encourages the promotion of the Kiwanis International Foundation by the district chair. (Applies to districts in the U.S. only.) (10/90) (1/13)
J. When applicable, plan and make arrangements for the official visit to the district by the International President. (5/93)
K. Plan and develop the program for the district convention and mid-year conference, and delegate to the governor-elect the responsibility of implementing the leadership education programs and forums at the district convention, with the governor assuring that adequate time and proper facilities are provided. (5/93)
L. Assure that the International Board is kept abreast of district developments. (10/90) (7/07)
M. At the district convention, assure that the International Board Counselor has adequate time to present the message from Kiwanis International, to discuss any problems or concerns, and to provide counseling to members in attendance. The International Board Counselor should receive the courtesies appropriate to a representative of the International President. (10/90) (5/93)
N. Promote attendance at the International Convention. (10/90) (5/93)
STANDARD FORM FOR DISTRICT BYLAWS
ARTICLE III – OFFICERS
Section 6. The Governor-elect has the further duties and responsibilities:
a. Attend all meetings required by Kiwanis International for Governors-elect, including the Governors-elect Education Conference and the International Convention.
b. Be responsible for the training of incoming Lieutenant Governors, Trustees, and district committee chairs; for implementing club education programs; and for education programs at the district convention.
c. Support the Governor in his/her role as an officer of Kiwanis International.
Board Agenda Point on Redesignation of Kiwanis International Officers – Page 6
DESIGNATION OF KIWANIS INTERNATIONAL OFFICERS EXHIBIT A
PROPOSED KIWANIS INTERNATIONAL BYLAW AMENDMENT
ARTICLE XI. OFFICERS AND TRUSTEES
Section 1. The officers of Kiwanis International shall be a President, President-Elect, Immediate Past President, Vice President, and Executive Director, fifteen (15) Trustees, and a District Governor for each district. The authority and duty of each officer shall be such as are defined in these Bylaws. The Board also may create, appoint, and define the duties of such other officers and agents it deems advisable. (6/2010)
Section 2. The administrative year of the elected officers and trustees of Kiwanis International shall begin on October 1 of each year. (6/1997) Comment: The term of district governors is covered separately in Art. IX, Sec. 7.
Section 3. Each elected officer and trustee shall be an active member in good standing of a club and the members of the Board of Trustees shall have served as a district governor at least two (2) administrative years prior to assuming a Kiwanis International office. Each officer and trustee also shall have and maintain a clear criminal history background check conducted and verified by Kiwanis International. No offices shall be held by the same member, nor shall any officer simultaneously hold more than one (1) International office. No person shall simultaneously serve as an officer and a trustee nor hold any other district or regional office. (6/2018) Comment: A requirement for Governors (and Govs-elect and Vice-Govs) to have a background check is already covered in Art. IX, Sec. 4.) Comment: The addition of “nor hold any other district or regional office” is not strictly necessary to remove Trustees and Governors as Officers. However, this might be a good opportunity to formally codify something that has been informally discouraged and assumed for many years.
Section 4. All officers, except the Executive Director and all trustees shall serve without compensation. No elected officer or trustee shall accept any remunerative employment from Kiwanis International. (6/2010)
Section 5. The Board of Trustees shall appoint and determine the salary of the Executive Director and shall have the power to appoint and determine the compensation of such other administrative officers as in its judgment may be necessary. (6/2010) Comment: The Board adopted a new policy to clarify “administrative officers.”
Section 6. The President, President-Elect, and Vice-President shall be elected at the annual International convention for a period of one (1) administrative year. In order to occupy any such office, the member must have served two (2) years as Trustee. (6/2015) Comment: No change needed to this provision. It is shown for reference only.
Section 7. Trustees
a. The term of office of Trustees each Trustee shall be three (3) years, except for those elected to fill vacancies as provided in these Bylaws.
b. No member person shall serve for more than four (4) years in the office of Trustee. However, the time served by any member appointed by the International Board to fill an unexpired portion of a vacant term shall not count in determining the number of years served in the office of as Trustee for
Board Agenda Point on Designation of Kiwanis International Officers – Exhibit A – Page 1
the purpose of this provision. (6/2015) Comment: Changing the word “member” to “person” is not strictly necessary to remove Trustee and Governors as officers. But it helps to clarify whether it refers to a Kiwanis club member or a K.I. Board member.
c. Five (5) Trustees shall be elected each administrative year: three (3) from the United States and Pacific Canada Region and two (2) from other regions as provided in these Bylaws. (6/2010) (See also Interpretations.)
Section 8. The district governors shall be elected by and from the districts in the manner prescribed in the district bylaws. Comment: This is already covered in Art. IX, Sec. 6.
Section 9. All elected officers and trustees shall serve until their successors are elected and qualified.
Section 10. A vacancy occurring in any elective office or trustee seat shall be filled in the manner prescribed in these Bylaws.
Section 11. In the event that a Trustee with a remaining term in office of one (1) year seeks to be elected to an office above the level of Trustee, the term of office of said Trustee shall end on September 30 following the annual International convention at which the Trustee seeks higher office. (7/1998)
ARTICLE IX. DISTRICTS
Section 8. The district governor, in order to serve as an officer of Kiwanis International, the governor- elect, and the vice-governor (if any) shall perform such duties and responsibilities as are currently prescribed or as may be amended in these Bylaws, Kiwanis International Board Policies and Procedures, and the district bylaws. (6/2010)
ARTICLE XII. DUTIES OF OFFICERS Comment: Sections 1-5 are shown for reference only.
Section 1. President
The President shall preside at all International conventions and at all meetings of the Board of Trustees, Executive Committee, and International Council of Kiwanis International. The President shall exercise general supervision over the activities of Kiwanis International and shall perform such other duties as usually pertain to the office of President. (7/2007)
Section 2. President-Elect
The duties of the President-Elect shall be such as are from time to time assigned by the Board of Trustees.
Section 3. Immediate Past President
The Immediate Past President shall perform the duties provided in these Bylaws, or as may be from time to time assigned by the Board of Trustees. (6/1989)
Section 4. Vice-President
The Vice-President shall perform such duties as usually pertain to the office or as may be assigned from time to time by the President or the Board of Trustees. (6/2012) Board Agenda Point on Designation of Kiwanis International Officers – Exhibit A – Page 2
Section 5. Executive Director
a. The Executive Director shall be the active managing officer of Kiwanis International under the supervision and direction of the President and the Board of Trustees. The Executive Director shall assist the President and the Board of Trustees in conducting the business of Kiwanis International, and shall perform such duties as are specified or implied in these Bylaws or as may be assigned by the Board of Trustees. (6/2010)
b. The Executive Director shall attend all meetings of the Board of Trustees, the Executive Committee, and the International Council, and all International conventions, and shall act as the secretary thereof, but shall have no vote. (6/2010)
c. The Executive Director shall give bond for the faithful discharge of the duties of such office in a sum and with such sureties as are required by the Board of Trustees. (6/2010)
d. The Executive Director shall sign all documents issued by Kiwanis International when required; affix the corporate seal of the organization when required; keep the financial accounts and records; and be responsible for proper internal control procedures, including the receipt, deposit, and disbursement of Kiwanis International funds in the manner authorized and prescribed by the Board of Trustees. The Executive Director shall regularly review and advise the Board of Trustees on the financial condition of Kiwanis International. The financial accounts, records, and books of Kiwanis International shall at all times be open to the inspection of the President, the Board of Trustees, and any auditors named by the Board of Trustees. (6/2012)
e. The Executive Director shall make a report to Kiwanis International at the annual International convention and such other reports as directed by the President or the Board of Trustees. (6/2012)
f. The Executive Director shall be the executive in charge of the Kiwanis International Office and regional offices and their departments and shall be responsible for the selection and the supervision of the staff and employees, subject to the direction and control of the Board of Trustees. The Executive Director shall act as Editor of any official publications of Kiwanis International with duties as defined in these Bylaws. (6/2010)
Section 6. District Governors
Under the direction and supervision of the Board of Trustees of Kiwanis International, district governors shall have the duty of furthering the Objects of Kiwanis International and of promoting the interests of the clubs within their districts. (6/1989) Comment: This would now be covered in Article IX, Section 8.
Section 7. Board of Trustees
All members of the Board of Trustees, in order to serve as officers of Kiwanis International, shall perform such duties and responsibilities as are currently prescribed or as may be amended in these Bylaws and Kiwanis International Board Policies and Procedures. (7/1998) Comment: This has been moved to Article XIII.
ARTICLE IX. DISTRICTS
Section 8. Under the direction and supervision of the Board of Trustees of Kiwanis International, district governors shall have the duty of furthering the Objects of Kiwanis International and of promoting the interests of the clubs within their districts. Additionally, the district governor , in order to serve as an Board Agenda Point on Designation of Kiwanis International Officers – Exhibit A – Page 3 officer of Kiwanis International, the governor-elect, and the vice-governor (if any) shall perform such duties and responsibilities as are currently prescribed or as may be amended in these Bylaws, Kiwanis International Board Policies and Procedures, and the district bylaws. (6/2010)
ARTICLE XIII. BOARD OF TRUSTEES Comment: Sections 1-7 are shown for reference only.
Section 1.
a. The Board of Trustees shall consist of the President, President-Elect, Immediate Past President, Vice-President, and fifteen (15) Trustees. (7/2006)
b. For the purpose of providing Trustee representation on the Board of Trustees, Kiwanis International shall be divided into seven (7) electoral regions as follows, each to include areas as defined by the International Board: (6/2010)
• Africa • Asia-Pacific • Canada and Caribbean • Europe • Latin America • Middle East • United States and Pacific Canada (6/2010)
c. The Trustees of the Board of Trustees shall be elected so as to provide that: (6/1997)
(1) The Asia-Pacific Region is guaranteed two (2) Trustees, to be selected by that region by a procedure it recommends and which is approved by the Board of Trustees. (6/2010)
(2) The Canada and Caribbean Region is guaranteed one (1) Trustee, to be selected by that region by a procedure it recommends and which is approved by the Board of Trustees. (6/2010) (See also Interpretations.)
(3) The Europe Region is guaranteed two (2) Trustees, to be selected by that region by a procedure it recommends and which is approved by the Board of Trustees. (6/2010)
(4) The United States and Pacific Canada Region is guaranteed nine (9) Trustees to be elected at- large by delegates from that Region at the annual International convention until such time that an alternate plan is presented by the Region and approved by the Board of Trustees. (6/2010)
(5) Other Regions. When another region has a minimum of two districts, it will be considered by the Kiwanis International Board for a guaranteed seat, subject to the appropriate amendment of this Article. (6/2010)
(6) At-Large Seat. Until such time that all defined regions have at least one (1) guaranteed seat on the Kiwanis International Board, there shall be one at-large seat, which shall be filled by a nominee from any region other than the United States and Pacific Canada Region and shall be elected at-large at an annual International convention by delegates and delegates-at-large from all regions. (6/2010)
Board Agenda Point on Designation of Kiwanis International Officers – Exhibit A – Page 4
d. No district may have more than one (1) member on the Board of Trustees. (See also Interpretations.)
e. A district shall not have a club member on the Board of Trustees for one (1) administrative year after another member from that district has completed service on the Board of Trustees, except where necessary to fill a guaranteed seat as provided in these Bylaws. (6/2015) (See also Interpretations.)
Section 2. The Board of Trustees of Kiwanis International shall hold not less than three (3) regular meetings each year at such times and places as may be determined by the Board or by call of the President. Notification of the time and place of all regular meetings of the Board shall be sent to each member of the Board by the Executive Director not less than thirty (30) days prior to said meeting. (6/2012)
Section 3. The Board of Trustees of Kiwanis International may hold special meetings at the call of the President or by the written request of at least seven (7) members of the Board. Notification of the time and place of all special meetings shall be sent to each member of the Board by the Executive Director not less than seventy-two (72) hours prior to said meeting. Each Board member should confirm receipt of notification prior to the meeting to ensure at least a quorum will be present. (6/2012)
Section 4. With the approval of the President, the Board of Trustees may meet and conduct business by any method that allows all participants to simultaneously communicate with one another or as otherwise allowed by law where Kiwanis International is incorporated. Participation by such methods constitutes attendance. Normal Board meeting rules and processes apply unless otherwise previously determined and announced by the Board. Any voice votes not clearly reflecting the necessary number for a motion to pass must be taken individually; however, only adoption or failure must be included in the minutes. If written votes are desired, they may be made by email, fax, or postal mail within a designated period of time following the meeting, as determined by the Board. However, no action adopted shall go into effect for ten (10) days after the Executive Director shall have sent to each member of the Board a report of the tabulated result of such vote. The vote and report shall be recorded in the minutes of the meeting. The ballots shall be produced at the following meeting of the Board before being destroyed. (6/2012)
Section 5. Ten (10) members of the Board of Trustees shall constitute a quorum for the transaction of all business, except in cases where a larger vote is required under these Bylaws. (6/1997)
Section 6. The management and control of the affairs of the organization not otherwise provided in these bylaws shall be vested in the Board of Trustees. The Board shall provide effective and ethical management of the organization in compliance with all applicable laws and the mission of the organization. (7/2014)
Section 7. The Board of Trustees shall define the policies of Kiwanis International. All policies adopted by the Board of Trustees shall be published in an official publication within one hundred and twenty (120) days following such adoption. (7/2014)
Section 8. All members of the Board of Trustees shall perform such duties and responsibilities as are currently prescribed or as may be amended in these Bylaws and Kiwanis International Board Policies and Procedures. (7/1998)
Section 8 9. The interpretation of these Bylaws by the Board of Trustees shall be final and binding, unless such interpretation is changed or rescinded at a subsequent International convention. To change the interpretation, the proposer must provide the wording of the proposed change. (7/1998) (See also Interpretations.)
Section 9 10. The Board of Trustees shall establish and implement a strategic plan for Kiwanis International, which shall be reviewed annually and revised as necessary. (7/2014) Board Agenda Point on Designation of Kiwanis International Officers – Exhibit A – Page 5
ARTICLE XIV. INTERNATIONAL COUNCIL
Section 3. The International Council shall consist of the Board of Trustees, the Past International Presidents, the district governors, and the chairs of any Kiwanis International affiliates. In case any district governor cannot be present at a meeting of said Council, the district board may designate another district officer to attend as a replacement with like powers and privileges. (6/2016) Comment: Unless we want to remove governors as members of Council, no changes are needed to Article XIV.
Section 4. The International Council shall confer with and advise the Board of Trustees on matters relating to Kiwanis International. By a vote of two-thirds (2/3) of the entire Council at any meeting, the International Council may enact or amend any provisions of these Bylaws that require a majority vote, provided a copy of any proposed amendment is sent to each member of the Council not less than thirty (30) days prior to the meeting of the Council. Amendments to these Bylaws passed by the International Council shall remain in force, unless rescinded at the next succeeding International convention, in accordance with these Bylaws. (7/2007) Comment: This section is shown for reference only regarding the powers of Council.
ARTICLE XVI. DELEGATES AND DELEGATES-AT-LARGE
Section 4. Elective International officers as defined in Article XI, Section 1, Kiwanis International Officers and Trustees, Past International Presidents, Chairmen of current International, Standing, and Special Committees of Kiwanis International, governors, governors- elect, vice-governors, district trustees, district treasurers, district secretaries, lieutenant governors, lieutenant governors-designate, and past district governors who are active members shall be delegates-at-large to all International conventions. (6/2015) Comment: “Elective International officers” currently includes governors.
ARTICLE XIX. DISCIPLINE OF OFFICERS AND VACANCIES IN OFFICE
Section 8. If a Kiwanis International Officer or Trustee is alleged by the President or two-thirds (2/3) of the Board of Trustees to be failing to perform his/her duties, the Board shall investigate the allegation and determine the matter at a meeting held within forty-five (45) days after the investigation is complete or as soon as reasonably possible. Written notice of the allegation, investigation, and meeting shall be given to the accused officer at least thirty (30) days prior to the meeting. The accused officer shall be permitted to attend the meeting and present a defense. If the allegation(s) is sustained by no less than a two-third (2/3) vote of the entire board, the office or trustee seat shall be declared vacant. (6/2013)
Section 9.
a. If an allegation is made against a Kiwanis International officer or trustee of conduct unbecoming a member of the Kiwanis family, the President (or Immediate Past President, if the President is accused) shall consult the procedures to be followed for investigating such
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allegation and shall appoint a special investigator to investigate the matter. If the investigation determines that there is a reasonable basis for the allegation, the President shall notify the accused officer and shall refer the matter to the Board to conduct a hearing to decide the matter. The Board shall produce a report setting forth its decision whether the officer accused did or did not engage in conduct unbecoming and, based on that decision, whether he/she shall be disciplined. (6/2013) Comment: Conduct unbecoming related to a district governor is covered in the Standard Form for District Bylaws. Note: An adjustment to the Standard Form will also be necessary on this aspect.
b. If either the accused officer or the Investigator believes some part of the investigation process was faulty or the determination was incorrect, either party has the right to request in writing reconsideration by the Board. The Board’s decision on the matter shall be final. (6/2013)
c. If, at any point during the ‘conduct unbecoming’ process, possible criminal wrongdoing is discovered, the matter shall be reported to the proper authorities. (6/2013)
d. All materials, facts, and information related to the investigation, determination, and reconsideration (if any) shall be kept confidential at all times by any parties or persons involved in any part of the process. (6/2013)
e. Kiwanis International shall retain all official records on the matter (Allegation Report, Investigation Report, Hearing Record, Board Report, and Reconsideration Record if any) in a confidential file as long as required by applicable law. (6/2013)
Section 10. If the Kiwanis International officer is a district governor and the office is declared vacant, the district shall be notified and advised that it should act to fill the vacancy, according to the district bylaws. (6/2013) Comment: A vacancy in governor, for any reason, is already covered in the Standard Form for District Bylaws (Art. VIII, Sec. 1.)
Section 11. Whenever an International officer or trustee is removed from office for reasons involving conduct unbecoming or failure to perform the duties of office or resigns from their office or position, that member may be declared by the International Board to be ineligible to hold an International office or appointment in the future. (6/2015)
Section 14. In the event of a vacancy in the office of district governor for any district during the administrative year, by a majority vote of the district board, the vacancy shall be filled by a past governor, current or past trustee (if any), or a current or past lieutenant governor of that district who is an active member of a club in the district. (7/2014) Comment: This is already covered in the Standard Form for District Bylaws (Art. VIII, Sec. 1.)
Section 15. In the event of disability or inability of a governor-designate to serve for the year for which elected, as determined by a two-thirds (2/3) vote of the entire district board-designate, the district board-designate for said year shall proceed to elect a successor as prescribed in the district bylaws for filling vacancies in office during the administrative year. (7/2014) Comment: This is already covered in the Standard Form for District Bylaws (Art. VIII, Sec. 6.)
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Section 16. In the event that a district governor is temporarily incapacitated and unable to discharge the duties of the office, the district board shall elect by a majority vote of the district board, a past governor, current or past trustee (if any), or a current or past lieutenant governor of that district who is an active member of a club in the district to become acting governor of the district until the district governor is able to reassume said duties. While the district governor is incapacitated, the acting governor shall have all the duties, responsibilities, and authority given to the district governor by the bylaws of the district and the Bylaws of Kiwanis International. If, after a period of sixty (60) days, it shall appear to the district board that the district governor continues to be incapacitated and is not able to reassume the duties and responsibilities of the office, the district board may declare the office of district governor vacant and the vacancy shall be filled in accordance with the provisions for filling vacancies in office as prescribed in the district bylaws. (7/2014) Comment: This is already covered in the Standard Form for District Bylaws (Art. VIII, Sec. 7.)
ARTICLE XXIV. INSURANCE AND INDEMNIFICATION
Section 3. The Board of Trustees may provide, through insurance or otherwise, indemnification to the past and present Trustees, officers, employees, or agents of Kiwanis International to the extent permitted by the laws of the State of Indiana applicable to not-for-profit corporations. (10/1998) Comment: This would still apply, without change, to trustees and governors who were Kiwanis International officers in the past.
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