District 14-N Constitution & By Laws

PENNSYLVANIA

MULTIPLE DISTRICT 14

SUB DISTRICT N

THE INTERNATIONAL ASSOCIATION OF LIONS CLUBS

CONSTITUTION AND BY LAWS

ADOPTED AT SUB DISTRICT CONVENTION

BUTLER, PENNSYLVANIA

APRIL 21, l979

REVISED AT SUB DISTRICT CONVENTION

BUTLER, PENNSYLVANIA

APRIL 11, l992

APRIL 23, 1994

APRIL 22, 1995

APRIL 20, 1996

APRIL 19, 1997

APRIL 14, 2001

APRIL 26, 2003

APRIL 22, 2006

CONSTITUTION

ARTICLE I - NAME

Section 1 - This organization shall be known as District 14-N of Multiple District 14 of the International Association of Lions Clubs.

ARTICLE II - OBJECTS

Section 1 - To provide an administrative structure with which to advance the Purposes and Objects of the International Association of Lions Clubs within the District.

ARTICLE III - MEMBERSHIP

Section 1 - The members of this organization shall be Lions Clubs in good standing in the District, chartered by the International Association of Lions Clubs.

Section 2 - This District shall consist of the following counties: Armstrong, Beaver, Butler, Clarion and Lawrence.

Section 3 - Whenever the male gender or pronoun presently appears in the 14-N Constitution and By Laws, that same shall be interpreted to mean both male and female persons.

ARTICLE IV - DISTRICT ORGANIZATION

Section 1 - CABINET AND OFFICERS

            A. The District Governor shall be elected at the Annual Convention of the District. The Governor must meet all the qualifications set forth by the International Constitution
                        and By Laws. The Governor shall appoint, by the time he/she takes office, a Cabinet Secretary and Cabinet Treasurer, or Cabinet Secretary/Treasurer, one Region Chairman
                        for each Region and one Zone Chairman for each Zone in the District.

            B. The District shall have a Cabinet composed of the District Governor, the Vice District Governor, the Immediate Past District Governor, the Region Chairmen, the Zone
                       Chairmen and a Cabinet Secretary and Cabinet Treasurer, or Cabinet Secretary/Treasurer. The members of the Cabinet shall be the officers of the District. Each officer shall
                       be a member in good standing of a Lions Club in good standing in the District.

C. The Vice District Governor shall be elected at the Annual Convention of the District. This Lion must meet all the qualifications set forth by the International Constitution
and By Laws.

D. The Vice District Governor must stand for election to the office of District Governor at the Annual Convention of the District. The candidate must meet all the qualifications
set forth by the International Constitution and By Laws.

E. The Cabinet Treasurer or Secretary/Treasurer shall be bonded in such amount as approved by the District Governor's Cabinet.

F. The District Governor has the power to remove from office, any officer of the Cabinet appointed by him/her.

G. Any vacancy in a District office, except that of a District Governor or Vice District Governor, shall be filled by appointment of the District Governor for the unexpired term
thereof.

H. If any District officer shall cease to be a member of a Club in the Region or Zone for which he was appointed, his term of office shall there-upon cease and the District
Governor shall appoint a successor to fill said office.

I. No salary shall be paid to any officer of the District.

Section 2 - DISTRICT CABINET MEETINGS

            A. A regular meeting of the Cabinet shall be held in each quarter of the fiscal year. The first to be held within forty-five (45) days after the adjournment of the preceding
                       International Convention. Ten (10) days written notice of meeting, setting forth a date, time and place determined by the District Governor, shall be given to each
                       member by the Cabinet Secretary or Secretary/Treasurer.

            B. Special meetings of the Cabinet may be called by the District Governor at his/her discretion, and shall be called upon written request made to the District Governor,
                       Cabinet Secretary or Secretary/Treasurer by a majority of the members of the Cabinet. Not fewer than five (5) nor more than ten (10) days written or telegraphic notice
                       of special meetings, setting forth the purpose thereof and a date, time and place determined by the District Governor, shall be given to each of the Cabinet members by
                       the Cabinet Secretary or Secretary/Treasurer.

            C. Quorum and Vote: The attendance of a majority of the members of the Cabinet shall constitute a quorum for any meeting thereof. In all meetings, the voting privilege
                       shall extend to the District Governor, Vice District Governor, the Immediate Past District Governor, Region Chairmen, Zone Chairmen and the Cabinet Secretary,
                        Cabinet Treasurer or Cabinet Secretary/Treasurer.

Section 3 - REGIONS AND ZONES

                 A. The District Governor shall divide the District into Regions of no more than sixteen (16) and no fewer than six (6) Lions Clubs, and each such Region into Zones of no more
                        than eight (8) and no fewer than three (3) Lions Clubs, giving due regard to the geographical locations of the clubs. All such Regions and Zones shall be subject to change
                        by the District Governor when, in his/her sole discretion he/she shall deem the same necessary to the best interest of the International Association of Lions Clubs.

Section 4 - DISTRICT COMMITTEES

A. District Governor's Advisory Committee.

In each Zone, the Zone Chairman and the Presidents and Secretaries of the Clubs in the Zone shall compose a District Governor's Advisory Committee, with the Zone

Chairman as Chairman thereof. At a date, time and place called by the Zone Chairman, this Committee shall hold a first meeting within ninety (90) days after the adjournment

of the preceding International Convention, a second meeting in the month of November and a third meeting in the month of February or March.

B. District Governor's Honorary Advisory Committee.

The District Governor shall appoint a District Governor's Honorary Advisory Committee composed of Past District Governors or International Officers who are members in
good standing of Clubs within the District.

C. District Audit Committee.

The District Audit Committee is to be appointed by the District Governor at the April Cabinet meeting to audit the books and accounts of the outgoing Cabinet Treasurer or

Cabinet Secretary/Treasurer by the Second Cabinet meeting of the following year. The Committee shall consist of the Vice District Governor Elect and two (2) Lion members

with neither of the two (2) coming from the District Governor's Region. The Cabinet Secretary/Treasurer, Cabinet Secretary and Cabinet Treasurer shall be available for

clarification of records. The Chairman of Finance Committee will serve as an advisor.

D. District Finance Committee.

The District Finance Committee is to be appointed by the District Governor and shall consist of the Immediate Past District Governor, who shall serve as Chairman, the

Immediate Past Cabinet Treasurer, the District Governor, the Cabinet Secretary, the Cabinet Treasurer, three (3) advisors appointed by the District Governor from the

                       Honorary Advisory Committee. The Chairman of this Committee will serve in an Advisory capacity for the Audit Committee. The Finance Committee will help to prepare the
                       District Governor's budget and perform such other duties as may be directed by the District Governor.

E. Committees In General.

The District Governor shall appoint or recommend representatives to all District, State and Foundation Committees for the term of office specified.

ARTICLE V - DISTRICT DUES

Section 1 - In order to provide revenue to defray the administrative expenses of District 14N, an annual per capita dues of two dollars and fifty cents ($2.50) is hereby levied upon
each member of each Club in District 14-N for the fiscal year.

Section 2 -Vice District Governor Expenses.

                  The Vice District Governor shall be reimbursed up to a maximum of seventy five cents ($.75) per member. The amount shall be determined by the number of Lion members as
                      of July 1st of the current year. He shall be reimbursed for attendance at Multiple District 14 Council meetings (four (4) per year) and for those duties as delegated by the
                      District Governor within District 14-N. Reimbursement will be according to Lions International and Multiple District 14 Rules of Audit. The funds shall be maintained as a
                      separate line item in the Administrative Account. All excess funds in the Vice District Governor's account shall be carried forward to the next fiscal year.

Section 3 - The District Governor and his/her Cabinet shall not incur obligations in any fiscal year which will effect an unbalanced budget in said fiscal year.

Section 4- District Administrative Fund.

The District Governor, at the end of the fiscal year, may reimburse himself/herself for out-of-pocket expenses, a sum not to exceed four hundred ($400) dollars.

The District Governor may also reimburse the Cabinet Secretary and/or Treasurer for out-of- pocket expenses, a sum not to exceed two hundred ($200) dollars. Any
remaining balance of the Administrative Fund will be turned over to the incoming District Governor.

ARTICLE VI - DISTRICT CONVENTION

Section 1 - The District Convention shall be held annually no less than two (2) weeks prior to the Pennsylvania State Convention. The date and place shall be decided by

the District Governor.

Section 2 - The voting members of the District Cabinet shall be the Officers of the Annual District Convention.

Section 3 - Each chartered Club in good standing in the International Association of Lions Clubs, Multiple District 14 and Sub-District 14-N, shall be represented by one

                        or more delegates at the Annual District Convention. Each said Club shall be entitled in each such convention to one voting delegate and one alternate delegate for each
                        ten (10) members, or major fraction thereof, of said Club, as shown by the records of the International Office on the first day of the last month preceding that month during
                        which the convention is held. The major fraction referred to in this section shall be five or more members. Each certified delegate present in person may cast one vote only
                        for each office to be filled by, and one vote on each issue to be voted on by members of, said convention. Unless otherwise specified herein, the affirmative vote of a
                        majority of the delegates voting on any question shall be the act of the convention. Delinquent dues may be paid and good standing acquired at any time prior to the close
                        of credential certification, such closing time being established by the rules of the respective convention. Each Past District Governor of this District shall be entitled to full
                        delegate privilege at each District Convention of which he/she is a club member. No such Past District Governor shall be included in the delegate quota of his/her Club for
                        any such convention.

Section 4 - The attendance in person of a majority of the delegates registered at a convention shall constitute a quorum at any session of the convention.

Section 5 - Within sixty (60) days after the close of the convention an official report of the convention proceedings shall be mailed by the Cabinet Secretary to the International
Association of Lions Clubs and each Club in the district.

ARTICLE VII - AMENDMENTS

Section 1 - This Constitution may be amended only at a District Convention, by resolution reported by the Convention Committee on Constitution and By-Laws and adopted by the
affirmative vote of two thirds (2/3) of the votes cast.

Section 2 - No amendment shall be so reported or voted upon unless the same shall have have been furnished in writing to each Club, no less than thirty (30) days prior

to the convening date of the Annual Convention, with notice that the same will be voted upon at said Convention.

Section 3 - Each amendment shall take effect at the close of the current administrative year or July 1st.

ARTICLE VIII - INTERPRETATION

Section 1 - In all cases, the Constitution and By Laws shall be interpreted to conform with the provisions of the International Constitution and By Laws and the Pennsylvania Multiple
District 14 Constitution and By Laws.

BY-LAWS

ARTICLE 1 - DISTRICT NOMINATIONS AND ELECTIONS

Section 1 - Any member of a Club in the District seeking the office of District Governor or Vice District Governor shall file their intention to run, in writing, with the District Governor
                        no sooner than the Second Cabinet meeting and no later than sixty (60) days before the District Convention. Candidates must furnish therewith evidence of their
                        compliance with the qualifications for said office as set out in the International Constitution and By Laws. The District Governor shall call for nomination at the District
                        Convention the names of all qualified candidates. If none are so received and/or so qualified, then, but then only, nominations for the office may be from the floor. Each
                        candidate shall be allowed one nominating speech of no more than five (5) minutes duration and one seconding speech of not more than three (3) minutes duration.

Section 2 -The election shall be by secret ballot. The Candidate receiving the largest number of votes cast shall be declared elected. In case of a tie on any ballot, balloting shall
continue on the tied candidates until one is elected; but if this is impractical, then the procedure set forth Article VII, Section 12, of the International Constitution shall be
followed.

Section 3 - In the event of a vacancy in the office of District Governor, the same shall be filled in accordance with the provisions of the International Constitution. The remaining
Cabinet Officers and members of the Past District Governor's Advisory Committee shall convene at a date, time and place called, and determined by the Immediate Past
District Governor, to select a replacement for recommendation to the International Board of Directors.

Section 4 - In the event of a vacancy in the office of Vice District Governor, for a period of more than six months, the same shall be filled by a qualified candidate receiving the majority
vote of the combined Cabinet officers and members of the Past District Governors Advisory Committee convened at a date, time, and place called and determined by the
District Governor.

ARTICLE II - DUTIES OF DISTRICT OFFICERS

Section 1 - District Governor:

                  Under the general supervision of the International Board of Directors, he or she shall represent the Association in the District. In addition, he or she shall be the Chief
                      Administrative officer of the District and shall have direct supervision over the Vice District Governor, Region Chairmen, the Zone Chairmen, Cabinet Secretary and Cabinet
                      Treasurer (or Secretary/Treasurer), and such other Cabinet members as may be provided for in the respective Single, Provisional or Multiple District Constitution and By
                       Laws.   Specific responsibilities shall be to:

(a) Further the Purposes and Objects of this Association;

(b) Supervise the organization of new Lions Clubs;

During any period he/she is unable to so preside, the presiding officer at any such meeting shall be the club member designated by the respective District (Single,
Provisional, Sub or Multiple) Constitution and By-Laws; and

(d) Perform such other functions and acts as shall be required of him/her by the International Board of Directors through the District Governor's Manual and other
directives.

Section 2 - Vice District Governor.

The Vice District Governor, subject to the supervision and direction of the District Governor, shall be chief administrative assistant to the District Governor. His/her
specific responsibilities shall be to:

(a) Assist the District Governor in his/her official club visits as requested;

(b) Solve special problems as directed by the District Governor;

(d) Assist with membership development;

(e) Assist the extension chairman;

(f) Assist with publicity;

(g) Attend Multiple District Council meetings as an observer;

(h) Be prepared at all times to induct new members and install officers when requested by a Club in the District to do so;

(i) Work with the Zone Chairmen in the strengthening of Clubs in the District;

(j) Preside over District meetings in absence of the District Governor; and

(k) Perform other duties as delegated by the District Governor such as:

(1) Assisting in District and Club officer seminars;

(2) Supervising District Committees; and

(3) Holding new members indoctrinations.

Section 3 - Cabinet Secretary and Cabinet Treasurer (or Secretary/Treasurer).

(a) To keep a true and complete record of the proceedings of all meetings of the Cabinet;

(b) To forward copies of minutes within five (5) days after each meeting to all members of the Cabinet and Lions Clubs International;

(d) To deposit funds in the bank designated by the District Governor and approved by the Cabinet;.

(e) To disburse these funds only with authorization of the District Governor's Cabinet;

(f) To give bond for the faithful discharge of duties in an amount set by the Cabinet;

(g) To submit a semi-annual financial report to the Cabinet, as well as other special reports that may be called for the Cabinet;

(h) To submit the books and accounts for audit whenever required by the District Governor's Cabinet;

(i) To place in the hands of his or her successor all monies and records, financial and otherwise, that pertain to the office of Cabinet Secretary and Cabinet Treasurer or
Cabinet Secretary/Treasurer, immediately following the end of the fiscal year; and

(j) To perform other duties that ordinarily pertain to the office of Cabinet Secretary and Cabinet Treasurer or Cabinet Secretary/Treasurer and that are delegated to these
officers from time to time by the District Governor and the Cabinet.

Section 4 - Region Chairman.

The Region Chairman, subject to the supervision and direction of the District Governor, shall be the chief administrative officer in his/her Region. His/her specific
responsibilities shall be to:

(a) To attend the regular Cabinet and special meetings of the Cabinet;

(b) To hold staff meetings with the Zone Chairmen in the Region, discussing with them the status and health of each Club in the Region, service programs,
membership status, attendance records and any other problems should be discussed;

(c) To attend a regular meeting of each Club in the Region at least once during the year. Accompanying the District Governor upon the occasion of his/her official visit shall
not be counted in this regard.;

(d) To be prepared at all times to induct members and install officers when requested by a Club in the Region to do so;

(e) To work with the Zone Chairmen in strengthening Clubs in the Region.

(f) To encourage the development of new Clubs; and

(g) To perform other duties that are delegated to this Lion by the District Governor such as:

(1) Assisting in District and Club Officers' seminars;

(2) Supervising District Committees; and

(3) Holding Region new members indoctrinations.

Section 5 - Zone Chairman.

The Zone Chairman, subject to the supervision and direction of the District Governor and/or Region Chairman, shall be the chief administrative officer in his/her Zone.
His/her specific responsibilities shall be to: :

(a) To play an active role in organizing new Clubs, while keeping informed on the activities and well being of all Clubs in the Zone;

(b) To visit a regular meeting of each Club in the Zone within the first quarter of his or her term in office or as soon as possible thereafter, reporting the findings to the
Region Chairman;

(d) To supervise the progress of District, Multiple District and Lions Club International projects in the Zone;

(e) To endeavor to have every Club within the Zone operating under a duly adopted Club Constitution and By-Laws;

(f) To promote representation at International, Multiple District and Sub-District conventions by at least the full quota of delegates for which Clubs

in the Zone are entitled;

(g) To serve as chairman of the District Governor's Advisory Committee in the Zone and hold three meetings of this committee annually; and

(h) To make a report of each District Governor's Advisory Committee meeting and send copies within five (5) days to Lions International and to the District

Governor and Region Chairman.

ARTICLE III - COMMITTEES

Section 1 - The District Governor shall appoint, designate the Chairman of, and fill any vacancies occurring in the following for the Annual Sub-District Convention:

(1) District Convention Committee;

(2) Credentials Committee;

(3) Registration Committee;

(4) Necrology Committee;

(5) Resolutions Committee;

(6) Elections Committee;

(7) Constitution and By-Laws Committee; and

(8) Rules Committee.

These committees shall perform such duties as the District Governor shall designate.

ARTICLE IV - CONVENTION PROCEDURES

Section 1 - The District Governor shall arrange the order of business for the District Convention, and the same shall be the order of the day for all sessions.

Section 2 - Except as otherwise specifically provided in the Constitution and By-Laws or in the Rules of Procedure adopted for a meeting, all questions of Order and

Procedure in any District meeting or Convention, any meeting of the District Cabinet, Region, Zone or Member Club, or any group or committee, shall be

determined by Robert's Rules of Order Newly Revised.

ARTICLE V - FISCAL YEAR

Section 1 - The fiscal year of this District shall be from July 1st through June 30th.

ARTICLE VI - STATE COUNCIL APPOINTMENTS

Section 1 - Whenever District 14-N is eligible for an appointee to State Council Committees, the District Governor shall announce thirty (30) days in advance of such an appointment,
so that any interested Past District Governor or qualified Lion may present his/her name to the District Governor for consideration.

ARTICLE VII - AMENDMENTS

Section 1 - These By-Laws may be amended only at a District Convention, by resolution reported by the Convention Committee on Constitution and By Laws and adopted by the
affirmative vote of two-thirds (2/3) of the votes cast.

Section 2 - No amendment shall be so reported or voted upon unless the same shall have been furnished in writing to each Club no less than thirty (30)days prior to the convening
date of the Annual Convention, with notice that the same will be voted upon at said Convention

Section 3 - Each amendment shall take effect at the close of the current administrative year or July 1.

ARTICLE VIII

This Constitution and By laws shall take effect at the beginning of next fiscal year (July 1st), at which the same is adopted by an affirmative vote of two-thirds (2/3) of the vote

cast at the Sub-District Convention.