LIONS CLUBS INTERNATIONAL DISTRICT 105E WE SERVE CONSTITUTION (Revised 1st July 2015) STANDING ORDERS NORTH SEA LIONS COVENANT Page 1 of 20 INTERNATIONAL ASSOCIATION OF LIONS CLUBS DISTRICT 105 E DISTRICT CONSTITUTION (Amended 20th May 2013) Interpretation 1 This Constitution shall be read, construed and operated in the general context and spirit of the Constitution and By-Laws of Lions Clubs International, and shall be binding upon the whole of the membership of District. All disputes and differences arising from, incidental to or consequent upon any ambiguities or uncertainties herein, or omissions herefrom, or otherwise concerning matters dealt with in this Constitution shall be resolved by the District Governor. Any such decision shall take immediate effect, shall be communicated forthwith to all Clubs in District and shall be binding on all concerned. Any such decisions shall stand and have full force and effect while the District Governor remains in office or until constitutionally amended at District Convention. If any such decision shall be so amended any interim acts, deeds or omissions consequent upon such decisions shall be deemed nevertheless to have been valid and effective until constitutionally amended as aforesaid. 2 For the avoidance of doubt the following words shall have the meanings assigned to them: WORDS MEANINGS Lions Clubs International The International Association of Lions Clubs Multiple District District 105 of Lions Clubs International District District 105E Club or Clubs A Lions Club or Clubs within District chartered and in good standing with Lions Clubs International. Year The period from 1st July-30th June the following year, both dates inclusive. Cabinet District Administrative Committee for the District Governor. District Convention Annual Convention of District ARTICLE I PURPOSE 1 The purpose of this Constitution is to provide District with an efficient organisation to advance Lionism and provide proper Administration throughout District, consistent with the Constitution and By-Laws of Lions Clubs International as amended from time to time. Page 2 of 20 2 The Constitution of Lions Clubs International shall take precedence over the Multiple District Constitution and both Constitutions shall take precedence over this Constitution and all three Constitutions shall take precedence over the Constitution of Clubs. ARTICLE II MEMBERSHIP 1 The membership of District shall consist of all Clubs in District. 2 The boundaries of District shall be as may have been, or shall be, determined by District Convention and approved by The Multiple District and the Board of Directors of Lions Clubs International. ARTICLE III DISTRICT OFFICERS 1 The officers of District shall be the District Governor (who shall be the Presiding Officer), the Immediate Past District Governor, the 1st Vice District Governor and 2nd Vice District Governor, the District Secretary, the District Treasurer, the Region Chairmen, if appointed, the Zone Chairmen and such other officers as the District Governor may appoint. The date of commencement and termination of office are as provided for in the Constitution and By-Laws of Lions Clubs International valid at that time. 2 (a) The District Governor is the only officer of Lions Clubs International in District. He or she shall be elected at District Convention as provided in the Constitution and ByLaws of Lions Clubs International and this Constitution. (b) The duties of the 1st Vice District Governor are as specified in the International Constitution and are to understudy the District Governor and to render to the District Governor such assistance as shall be requested by the District Governor. It is anticipated that in normal circumstances the 1st Vice District Governor shall become an unopposed candidate for the office of District Governor at District Convention in the year following the District Convention at which he or she is elected to become 1st Vice District Governor. (c) 3 The duties of the 2nd Vice District Governor are as specified in the International Constitution and are to render to the District Governor such assistance as shall be requested by the District Governor. It is anticipated that in normal circumstances the 2nd Vice District Governor shall become an unopposed candidate for the office of 1st Vice District Governor at District Convention in the year following the District Convention at which he or she is elected to become 2nd Vice District Governor. The District Governor shall appoint by the time he or she officially takes office: (a) A District Secretary and a District Treasurer which offices may be a joint one. (b) Regional Chairmen, if required, in each Region of District by the District Governor during his/her term of office in each Region of District (if not so utilized the position of Region Chairman shall remain vacant during said District Governor’s term of office). Page 3 of 20 (c) Zone Chairmen in each Zone of District. (d) A District Chairman North Sea Lions (if the position is vacant) for a period of three (3) years and at least during the last year of office of a District Chairman North Sea Lions, a deputy District Chairman who will normally be appointed as successor to ensure continuity. The incumbent District Chairman North Sea Lions may be reappointed for a further three (3) years or shorter period. (e) Such other District Officers as he or she considers necessary. 4 Each officer appointed by the District Governor shall be and continue to be an active member in good standing of a Club within the District. 5 Any District Officer ceasing to be an active member of a Club in the District, Region or Zone in respect of which he or she was appointed shall forthwith cease to hold such office and the District Governor shall appoint another person in his or her stead except in the cases of the Immediate Past District Governor and the 1st Vice District Governor and 2nd Vice District Governor. 6 In the event of any vacancy arising in the office of 1st Vice District Governor or 2nd Vice District Governor, the International Directors shall not be bound by but shall consider any recommendation resolved at a meeting to which all members of the existing District Cabinet and all Past International Presidents, Past International Directors and Past District Governors residing in the District have received invitations to attend. Said meeting is to be held within fifteen (15) days of notification of the vacancy. It shall be the duty of the District Governor, or if he or she is not available, the Immediate Past District Governor, to send out invitations to said meeting; it shall also be his or her responsibility to preside as chairman of such meeting. It is the duty of the chairman to convey the results to the International Board of Directors within seven (7) days together with evidence of invitations sent and attendance at said meeting. Each Lion who is entitled to receive an invitation to attend and is present at said meeting shall be entitled to cast one vote for the Lion of his or her choice as the recommendee for the appointment to the office of 1st Vice District Governor or 2nd Vice District Governor. 7 No salary shall be paid to any officer of District. 8 The District Governor shall have the sole authority to remove and replace any District Officer appointed by him or her. 9 The District Governor,1st and 2nd Vice District Governors, the District Secretary, the District Treasurer and the Region Chairmen, if appointed, shall be entitled to inspect the Books of Account and Minute Books of any Club within their District or Region respectively and to attend Club meetings, Board Meetings and Committee meetings of such Clubs similarly. ARTICLE IV 1 DISTRICT GOVERNOR’S CABINET The powers and responsibility for the administration and general good government of District and its part in the advancement of the Objects and Ethics of Lionism shall be vested Page 4 of 20 in the District Governor who shall be assisted by Cabinet which shall serve in an advisory and administrative capacity only. 2 Cabinet shall be composed of the District Governor, the 1st Vice District Governor and 2nd Vice District Governor, the Immediate Past District Governor, the District Secretary, the District Treasurer, the Region Chairmen, if appointed, the Zone Chairmen and such other District Officers as may be appointed by the District Governor. 3 In the event of a vacancy in Cabinet (except that of the District Governor, the 1st Vice District Governor and 2nd Vice District Governor and the Immediate Past District Governor) the District Governor shall have the sole power to fill such a vacancy for the expired term thereof. 4 The District Governor shall hold a meeting of Cabinet (convened by at least fourteen (14) days notice in writing) on at least three occasions during his or her year of office and the first of such meetings shall be held within thirty (30) days after the completion of the annual International Convention. He or she shall hold special meetings of Cabinet (convened by such notice as aforesaid) upon receiving a request in writing to do so from a majority of the members of Cabinet. 5 The District Governor shall preside at all sessions of Cabinet. In his or her absence the 1st Vice District Governor shall preside or, failing this, the Immediate Past District Governor or some other Past District Governor or District Officer to be elected forthwith by the members of Cabinet then present in person, provided that no candidates for the post of District Governor or 1st Vice District Governor or 2nd Vice District Governor shall so preside. ARTICLE V DISTRICT ORGANISATION 1 The District Governor shall divide District into Zones, each Zone containing not more than eight (8) Clubs and not fewer than four (4) Clubs at the commencement of each year, due regard being given to the geographical location of Clubs. The Zones may be altered by the District Governor if, after due consultation with all Clubs affected, he or she considers any alteration necessary in the best interests of Lionism. the District Governor may appoint Region Chairmen if there is a need to utilise the position during his or her term of office. 2 A District Governor’s Advisory Committee is a meeting of representatives from every Club Zone by Zone. The voting representatives of Clubs shall consist of the President and Secretary but this shall not preclude other members of Clubs attending such meetings at the discretion of the Zone Chairman. Such meetings shall be held in each Zone at such intervals and places as shall be decided by the Zone Chairman but there shall be at least three such meetings during any one year. The Zone Chairman shall be in active charge of such meetings. 3 The District Governor shall appoint a Strategic Development Group. The Group shall consist of the Immediate Past District Governor as chairman, 1st and 2nd Vice District Governors and the Immediate 2 previous Past District Governors, together with the current District Secretary and District Treasurer. In the event of a vacancy the District Governor Page 5 of 20 shall have the power to appoint an appropriately qualified Lion from the District to fill that position. He may also co-opt other Lions to help meet any specific aims as required. ARTICLE VI DISTRICT FINANCE 1 (a) The revenue to pay the administrative and other expenses of District shall be provided by funds remitted to the District Treasurer by every Club in District. A District Subscription to be paid by every Member of every Club in District shall be decided upon at each District Convention and shall be paid by every Club by two equal instalments on the first day of August and the first day of February in each year. The amounts payable by each Club shall be ascertained by reference to the membership of each Club on 30th June or 31st December prior to the date the instalment becomes due. (b) Any Lion member being a student as is defined by Lions Clubs International (a student registered on the Lions membership form in full time education and up to the age of 30 years ) on the first July in any year shall pay a per capita levy equal to one half (1/2) of the capita levy set in accordance with Section 1 (a) above 2 The revenue raised by the District Subscription shall be passed to District Funds. All payments shall be by cheques signed by at least two out of three authorised signatories who shall be separate individuals. The District Governor, the District Secretary and the District Treasurer shall be the authorised signatories, but if any two of these offices are held by the same person, the District Governor shall appoint one other District Officer to be an additional signatory. 3 The three authorised signatories shall have power from time to time and at all times: (a) To sign on behalf of District, receipts, cheques, acceptances, contracts or other documents whether of a financial or any other nature. (b) To invest any of the monies of District in any investments authorised by law for the investment of trust funds with power from time to time to vary investments for others of an authorised nature or to realise such investments. 4 Each Club shall submit to the District Treasurer acting on behalf of the cabinet audited accounts for each fiscal year (1st July to 30th June) within six months of the end of such fiscal year. Any Club failing to submit audited accounts by the date specified (ie 31st December) shall not be in good standing and would thus lose their entitlement to register delegates for the following Convention. Where a Club has been late submitting a copy of audited accounts or paying any Multiple District or District dues, by no more than one (1) month, the right to register delegates may be re-instated at the discretion of the District Governor. 5 The District Governor shall arrange for an audit and report upon the District Treasurers accounts up to a specified day in each year by some competent person and shall cause copies of such accounts and the auditors report to be sent to Clubs at least six weeks prior to District Convention. 6 The District Governor may call for an audit and report upon the District Treasurers accounts Page 6 of 20 at any time. ARTICLE VII DISTRICT CONVENTIONS 1 A District Convention shall be held during February or March at which the District Governors financial and other reports, resolutions and nominations shall be presented and a secret ballot conducted when appropriate. 2 Circulation of District Convention Call papers calling for details of Club Delegates, Alternates and other Lions attending District Convention and notification of Resolutions or Nominations to be debated at District Convention or any other documentation relating to District Convention or the business to be conducted thereat (the Convention documentation) may be undertaken either by electronic means or normal post at the appropriate times during the year. If a Club shall send a written request to the District Secretary not to receive the Convention Documentation by electronic means such club(s) will continue to be provided with printed versions by the postal system. 3 The District Governor shall be responsible for the arrangements of a programme for District Convention which shall include the social functions to be provided by the Host Club for those attending District Convention and shall supervise all phases of District Convention. 4 The District Governor shall appoint, not less than ninety (90) days prior to District Convention, a Nominations and Resolutions Committee. Each such Committee shall consist of members who shall each be a member of a different Club. The District Governor shall have power to fill any vacancies on any Committee and shall appoint the Chairman of such Committee. 5 The District Governor shall issue an official call for District Convention at least ninety (90) days prior to the date fixed for holding the same, and such official call shall be circulated to Clubs. The Convention Call shall incorporate the name and address of the Chairman of the Nominations and Resolutions Committee and the closing dates for the receipt of nominations by such Chairman. The District Governor shall include such other information as he or she considers desirable. 6 The District Governor shall, through the Nominations and Resolutions Committee, receive all resolutions proposed to be deliberated upon by District Convention. Resolutions may only be submitted by the District Cabinet or by a Club in Good Standing if seconded by another Club in Good Standing. All resolutions must be supported by a detailed financial statement if they have financial implications. No resolution shall be deemed to have been received by the Chairman of the Nominations and Resolutions Committee solely by reason of its having been posted to him or her. Resolutions for discussion at District Convention shall be circulated under arrangements to be made by the District Governor to Clubs at least six weeks prior to District Convention. The District Governor shall have power to accept an Emergency resolution being a resolution which could not reasonably have been submitted to the Nominations and Resolutions Committee in accordance with this section, if received in writing by him or her before the commencement of the opening session of District Convention. If he or she shall think fit, the resolution shall be submitted to District Convention and if a simple majority of those delegates present and voting shall so decide, the resolution shall thenceforward be dealt with as a resolution in respect of which proper notice had been given. Page 7 of 20 7 (a) The District Governor shall through the Nominations and Resolutions Committee receive all nominations for the offices of District Governor, 1st Vice District Governor and 2nd Vice District Governor and when appropriate, International Director and International Second Vice President, such nominations to be made in accordance with the International Constitution and By-Laws valid at the time. Nominations shall be circulated, under arrangements to be made by the District Governor, to Clubs at least six weeks prior to District Convention. (b) If no nominations have been received from Clubs in the District pursuant to subsection (a) of this section at the time District Convention assembles nominations may be presented to the Chairman of the Nominations and Resolutions Committee from the floor of District Convention. 8 (a) The District Governor shall, through the Nominations and Resolutions Committee receive invitations in writing from Clubs or District Cabinet desiring to act as District Convention Host Club two years later. (b) The invitation shall be in the hands of the Nominations and Resolutions Committee at least six months prior to the date of District Convention. The District Convention Committee shall investigate such invitations from all view points commensurate with the requirements of District Convention and certify to the District Governor that the inviting Club or District Cabinet can meet the same. Invitations thus certified shall be circulated to all Clubs within District at least six weeks prior to District Convention. (c) If no invitations are received pursuant to sub-section (a) of this section within the prescribed time limits they may be presented to District Convention from the floor. If there shall be no invitations whatsoever at District Convention, it shall be the duty of Cabinet to arrange the venue of the appropriate Convention at such place within District and by such means as it shall decide. 9 It shall be good and sufficient reason not to accept a resolution or amendment if the Nominations and Resolutions Committee is of the opinion that it would waste the time or otherwise inconvenience District Convention, or if the substance of such resolution or amendment has been voted upon at either of the two immediately preceding District Conventions. 10 The Nominations and Resolutions Committee shall have power to redraft any resolution or amendment if such redrafting is considered necessary in the interests of clarity. 11 In the event of nonacceptance or redrafting in accordance with the preceding Sections there shall be liaison between the Nominations and Resolutions Committee and the Club submitting the resolution or amendment as soon as it is practicable. 12 (a) Proposer of candidates for the office of District Governor, 1st Vice District Governor and 2nd Vice District Governor will be permitted a maximum of two minutes to introduce the candidate to Convention. (b) Formally seconding the candidate will be from the floor of Convention with a simple acknowledgement of the Clubs support. Page 8 of 20 (c) The candidate for the office of District Governor will be permitted a maximum of five minutes to address Convention. (d) The candidates for the office of 1st and 2nd Vice District Governor will be permitted two minutes to address Convention. (e) In the case of more than one candidate for the office of 2nd Vice District Governor then a further three minutes will be allowed when the address will be during that period of time on a subject selected by the current District Governor. 13 Each Club in good standing shall be entitled to be represented at District Convention by delegates and alternates in accordance with the rules specified in the International Constitution and By-Laws. 14 The registered delegates (or registered alternate if a registered delegate is absent) in attendance at a session of District Convention shall constitute a quorum provided that their number is thirty five (35) or more and, subject to Article XIII hereof, to be adopted a resolution requires the majority of votes cast. 15 The District Governor shall preside at all sessions of District Convention. In his or her absence the 1st Vice District Governor shall preside or, failing this, the Immediate Past District Governor or some other Past District Governor or other District Officer to be elected forthwith by the members of Cabinet then present in person, provided that no candidates for the post of District Governor or 1st Vice District Governor or 2nd Vice District Governor shall so preside. 16 Within sixty (60) days of the close of District Convention the District Secretary shall prepare a report in writing which shall be a summary of the proceedings of District Convention. He or she shall within that period transmit one copy of such report to Lions Clubs International, the District Governor and to each Club within District. 17 The District Governor shall appoint a District Convention Committee. Each such Committee shall consist of members who shall each be a member of a different Club. The District Governor shall have the power to fill any vacancies on any such Committee and shall appoint the Chairman of such Committee. ARTICLE VIII ELECTIONS 1 Registered delegates (or in their absence registered alternates) attending District Convention shall elect a District Governor and a 1st Vice District Governor and a 2nd Vice District Governor, provided that all candidates for either such office are qualified under the Constitution and By-Laws of Lions Clubs International. 2 Elections shall be by secret written ballot and the candidate receiving the majority of votes cast shall be declared elected. A single vote shall be used even when the voting is between Page 9 of 20 three or more candidates. In the event of a tie the District Governor shall have a casting vote, given to the returning officer in a sealed envelope only to be used in the event of a tied vote. 3 Voting for Convention Host Club shall be by a show of delegate cards by those registered delegates (or in their absence by registered alternates) present and voting and a simple majority shall decide. In the event of a tie lots shall be drawn. The type of lot to be drawn shall be determined by the District Governor. ARTICLE IX DISTRICT CONVENTION (OR FORUM) FINANCE 1 The whole of the administration expenses of District Convention (or Forum) including the cost of hiring halls, decorations and miscellaneous expenses, incidental to running the business sessions of District Convention (or Forum) shall be paid out of District Funds. An estimate of the above costs is to be prepared and submitted by the Host Club to Cabinet for approval by the District Governor. Included in such costs may be those resulting from the presence of guests invited by the District Governor to either the business sessions or social functions of District Convention (or Forum) to be agreed by District Convention Chairman (or Forum Chairman) and District Treasurer. 2 The Host Club(s) shall submit to Cabinet for approval by the District Governor the proposed charges for the various social functions and activities, held in conjunction with District Convention (or Forum) on the basis that District will underwrite the cost of the social activities in the event of a loss arising, provided that the budget prepared by the host club(s) together with the District Convention Committee and approved by District Cabinet has been adhered to entirely. Any surplus from the social activities to be shared equally between host club(s) and District with the exception of a fund-raising activity on one social occasion which may be retained by the host club(s). 3 The Host Club shall within ninety (90) days of the date of District Convention (or Forum) submit to the District Treasurer for his or her approval full accounts of the income and expenditure incurred in relation to all aspects of District Convention (or Forum) and subsequently shall supply the District Treasurer with such information as he or she shall require to enable him or her to confirm to Cabinet and the District Governor that such accounts are correct. ARTICLE X 1 The Entrance Fee and Annual Subscription of Clubs shall be determined by each individual Club but shall be adequate to cover Club administrative costs, International, Multiple District and District dues. ARTICLE XI 1 CLUB MEMBERS’ FEES ANDANNUAL DUES CLUB FUNDRAISING Clubs wishing to organize any fundraising activity to take place within any defined geographical area of any other Club should prior to such event show courtesy to that Club and gain approval. ARTICLE XII DISTRICT GOVERNOR’S MEMORANDA Page 10 of 20 1 The District Governor shall ensure that all decisions which he or she makes either with or without the advice of Cabinet and of which Clubs should be notified are promulgated by means of District Governor’s Memoranda. Such Memoranda are to be forwarded to Clubs as soon after the date of decision as is practicable and shall be binding upon the whole membership of District. ARTICLE XIII 1 AMENDMENTS This Constitution can be amended only by Resolution reported by the Nominations and Resolutions Committee to District Convention and adopted by an affirmative vote of not less than two-thirds of those registered delegates present and voting. DISTRICT 105E CONVENTION STANDING ORDERS Chairman 1 The District Governor or in his or her absence the 1st Vice District Governor or the 2nd Vice District Governor or the most recent Past District Governor available shall preside at Convention subject to ARTICLE VII Section 13 District Constitution. 2 The District Governor shall have discretion in selecting speakers; in deciding the numbers of speakers to any resolution or amendment, and in terminating discussions whenever he or she considers it appropriate. 3 The District Governor being entirely neutral shall not be a delegate of his or her Club and if at any time he or she wishes to express a personal opinion on a matter under discussion he or she shall vacate the Chair for this purpose. Speakers 4 On the District Governor standing any speaker shall yield to the Chair and immediately resume his or her seat. 5 (a) Any Delegate wishing to speak on any resolution or amendment or other matter of business, must use a microphone, announce his or her name and Club, and address the Chair. (b) If a member of the Cabinet speaks on any resolution or amendment or other matter of business he or she shall state whether he or she is representing the views of the Cabinet or otherwise. Resolutions and Amendments 6 Resolutions or amendments will be moved and seconded as follows: (a) By nominees on behalf of Cabinet; (b) By delegates on behalf of two sponsoring Clubs (or of two Clubs when a resolution is sponsored by more than one Club) Page 11 of 20 7 (a) If no delegates are present from a Club submitting a resolution or amendment then, unless that Club advises the Resolutions Officer in writing at least ten days before the commencement of Convention of the names of a proposer and seconder from another Club, the resolution or amendment shall be withdrawn unless Convention shall otherwise decide. With this one exception no resolution or amendment may be withdrawn without the consent of Convention. (b) If a resolution be withdrawn with the consent of Convention and there is an amendment to that resolution then that amended resolution shall become the substantive resolution. (c) All resolutions and amendments shall be moved and seconded before consideration by Convention and not more than one resolution or amendment shall be discussed at any one time. (d) A delegate shall not move more than one amendment to any resolution nor shall the mover of a resolution move any amendment to such resolution. (e) Where appropriate, resolutions or amendments will be put for consideration immediately following the adoption of the relevant Committee Chairman’s or District Officer’s report. Emergency Resolutions and Amendments 8 The District Governor shall have discretion to submit an emergency resolution or amendment for consideration at Convention provided: (a) Where appropriate, the resolution or amendment was received by him or her before the commencement of the opening session of Convention. (b) In his or her opinion, the resolution or amendment could not reasonably have been submitted to the Resolutions Officer on or before the closing dates published for their receipt by him or her, and (c) Convention consents by a majority of registered delegates present and voting to the resolution or amendment being so considered. Delegates to speak once only 9 (a) Only the District Governor, or the mover of a resolution exercising his or her right of reply shall speak more than once on any resolution. (b) Subject only to the provisions of Section 16 hereof any other delegate shall not speak more than once to the same resolution or amendment without the consent of Convention. Time limit for speeches 10 (a) The proposer of a resolution or amendment will be permitted a maximum of three minutes to put his or her case and after so doing shall formally move the resolution or amendment. Normally the seconder will formally second the resolution and may Page 12 of 20 reserve the right to speak later. At the conclusion of the debate and before a vote is taken on a resolution the proposer of the resolution shall have the right of reply for the purpose of answering questions or clarifying points raised. He or she will not be permitted to introduce fresh arguments and shall not be allowed more than two minutes for this purpose. (b) The mover of an amendment shall not be entitled to the right of reply except when an original resolution has been displaced by an amendment which has become a substantive resolution in accordance with Section 7(b) above when the right of reply ensues to the mover of the amendment. 11 (a) With the exception of time limits stated in Section 10(a) every speaker in general debate will be limited to one minute and must direct his or her speech directly to the report, resolution or amendment under discussion. (b) The time specified for speakers may be exceeded only with the approval of Convention. Voting 12 The voting on any resolution or amendment on general business or for the appointment of Host Club for future Conventions shall be by show of Delegate Cards of those delegates present and voting and the District Governor shall declare the result or order a count. If the District Governors declaration is challenged by twenty or more delegates the votes shall be counted. 13 (a) Any election of candidates for office shall be by secret ballot and the candidate or nomination receiving the majority of votes cast shall be declared elected. (b) In the event of three or more candidates or nominations being involved in a ballot which does not result in an overall majority being obtained the candidate or nomination receiving the lowest number of votes cast will withdraw. A fresh ballot will take place on the candidates or nominations remaining until an overall majority decision has been reached. 14 In the event of a tie following a show of hands or a secret ballot the District Governor will have a casting vote given to the returning officer in a sealed envelope only to be used in the event of a tied vote. Motion to proceed to next business 15 Any delegate, provided that he or she has not already spoken on the matter under discussion, may move at any time that Convention proceed to the next business, and if this resolution be seconded and carried the District Governor shall put the matter to Convention after the mover of the resolution has been offered the right of reply. Point of order or question 16 Any delegate at any time may ask a question or raise a point of order through the Chair but must confine the question or point of order to the subject before Convention. Page 13 of 20 Quorum 17 A minimum of thirty-five (35) delegates in attendance at Convention shall constitute a quorum. Suspension of Standing Orders 18 Any one or more of these Standing Orders may be suspended by a resolution of Convention in relation to a specific item of business properly before Convention provided that at least two-thirds of the delegates present and voting shall vote for the resolution. 19 No person attending Convention shall be permitted to smoke in the Convention Hall during the business sessions of Convention. NORTH SEA LIONS DISTRICT TWINNING ALLIANCE COVENANT (Revised August 2007) I. 1. HISTORY The North Sea Lions District Twinning Alliance (NSL), called the Alliance hereafter, was established in 1980 in Sutton Coldfield, United Kingdom, by Districts 105M, 106C, 110A, 110B and 110C. Page 14 of 20 2. Objects of the Alliance are: the promotion of close relationships between the member Districts in different countries, in order to exchange information on and experiences with Lions’ activities in the broadest sense; the promotion of relationships between the Lions Clubs of the participating Districts in different countries; the organisation of an annual project in those Lions’ countries that need the Alliance’s assistance, in close cooperation with local Lions Districts and/or Lions Clubs. 3. Current membership of the Alliance includes: District 105E England District 105M England District 106C Denmark District 110AN the Netherlands District 110AZ the Netherlands District 110BN the Netherlands District 110CO the Netherlands District 110CW the Netherlands District 111N Germany District 111NB Germany 4. The language used in meetings and communication within the Alliance will be English. II. GOVERNANCE. 5. Every member District will appoint or elect a District Chairman North Sea Lions, according to its Constitution and By-laws, for a period of three years. These can be reappointed or re-elected for the same or a shorter period. At least during the last year of office of a District Chairman North Sea Lions the member District will appoint a deputy District Chairman according to its Constitution and Bylaws, who will be eligible or will be appointed as successor to ensure continuity. 6. The District Chairmen North Sea Lions of the member Districts will make up the Board of the Alliance. 6.1. The Board shall constitute the executive body of the Alliance. 6.2. The Board elects annually its chairman and secretary at its Annual General Meeting. Those officers may be re-elected for a connected term to a maximum period of three years. They have to be from different countries. 6.3. Names of nominees for Chairman and Secretary must be received by the Secretary of the Board, in writing, six weeks prior to the annual Board meeting. 6.4. The Annual Board Meeting shall be held at least each year at a time and place established by the board. Special meetings may be held at the request of at least two members of the Page 15 of 20 board from different countries. At these meetings decisions cannot be made, and any issues raised must be discussed and/or agreed at the next Annual Board Meeting, or as set out in article 8. The secretary will, on behalf of the Chairman, call for the meeting, the Chairman will decide the time and the place of the meeting. The call for the meeting will also state the date and venue, and will include the agenda together with the issues to be discussed. 6.5. A quorum at any meeting of the Board will be constituted by the presence of members from at least three different countries. Action may be taken by a majority of the members present. 6.6. Member Districts may delegate the vote of their District Officer in a Board meeting to another member of the District Cabinet of the same District. In doing so the chairman or secretary of the Board will be informed beforehand. Voting by proxy is permitted only in this sense. A member District having none of its Cabinet’s members, thus qualified to vote, present in a Board meeting, shall nevertheless be bound by the Board’s decisions. 6.7. The secretary of the Board will make sure that all documents relating to the meeting are in possession of all the Board members at least four weeks prior to that meeting. 6.8. Board members have to make sure that any issues to be discussed have to be with the secretary at least six weeks in advance to the meeting. 6.9. Board Meetings are open to all Lions, unless a majority of the board decides otherwise. Guests have to be introduced to the Chairman before the meeting and they are not allowed to speak except if Article 20.7 is relevant. 7. The Board of the Alliance will elect an Executive Committee from its midst of a total number equal to the number of countries represented within the Alliance. The chairman and secretary of the Board will be members of said Committee and are included in that number. No country can have more than one member on the Committee. 7.1. The Committee may act for and on behalf of said Board only when the Board is not assembled in session or when the members of the Board are not together in one location. The Committee reports its actions and considerations to the Board. No Board action shall be altered, amended or rescinded by the Committee. 8. III. 9. The Board of the Alliance and its Executive Committee may transact business by mail, fax, E-mail, telephone conferencing, or any other medium of communication accessible to all its members. No action shall be effective until approved in writing by mail, fax, or E-mail by at least one member from all participating countries. Any decisions made in this way will be announced at the next Annual Board Meeting and be published in the minutes of that meeting. MEMBERSHIP. Membership is restricted to Districts in countries bordering the North Sea. 10. Districts from countries bordering the North Sea may apply for membership of the Alliance. The decision to adopt new members has to be agreed on by all members. Special Page 16 of 20 attention will be given in this respect to establishing a fair balance of members over different countries, in view of the objectives of the Alliance. 11. Should a member District be involved in redistricting procedures, the new Districts resulting from this have to apply for membership according to article 10. 12. Member Districts may leave the Alliance at the end of a Lions’ year, after giving written notice to the Board at least three months in advance. In leaving the Alliance the member Districts will not forsake an accepted commitment to contribute to the year project as specified in article 20.9 13. Member Districts contributing less than 25 % of the target fundraising for that member District as set out in article 20.9., or less than 50% of said target fundraising in two consecutive years, or not partaking in any Alliance activities in two consecutive years, may be asked to leave the Alliance. IV. RELATIONS BETWEEN MEMBER DISTRICTS. 14. All member Districts will encourage representatives of member Districts from other countries to visit them, in order to establish personal ties and to exchange information and experiences with regard to the working of Districts and Lions Clubs within different countries. Visits may be in connection with a District or Multiple District Convention. Visitors should be brought in close contact with Lions Clubs and members of the District Cabinet, and if possible be invited to attend Club and/or Cabinet meetings and/or District Seminars. 15. Every member District sending out representatives to meetings in other member Districts will bear the full costs of these, including travel, lodging, meals, special functions and fees. Member Districts may set up their own rules of reimbursement in this regard. However in doing so, costs of meetings may only be met out of the District’s budget and never out of fundraising for Alliance’s projects. 16. Member Districts will promote relationships between the District Cabinets and between Lions Clubs within member Districts in different countries. Formal club twinning may be the result of this activity, but is not a goal in itself. 17. Member Districts will regularly inform their Lions Clubs about Alliance matters in Newsletters or any other appropriate medium. 18. Member Districts will send their Newsletters and any other appropriate material to the District Officers NSL of the other member Districts as a practical way to exchange information and experiences. Member Districts will send their budgets and Convention papers to the District Chairmen NSL of the other member Districts. 19. Special attention will be given to the possibilities of Internet in establishing links and exchange of information between member Districts and Lions Clubs within member Districts in different countries. The Board of the Alliance will prepare proposals in this respect and will look into the possibility of establishing a NSL website with a Bulletin Board and other means of interactive communication between clubs and Cabinets of the member Districts in different countries. The NSL website will be linked to LionNet. Page 17 of 20 V. PROJECTS. 20. Each year a member District will initiate and supervise the Alliance’s project of the year. Proposals may be sent in to the Board by each member District, with the restriction that no member District can have a proposal for the project of the year accepted again within the three years immediately following acceptation of a proposal of that District. 20.1. The criteria for considering a proposal will be the LCIF criteria, with this exception that the Alliance is prepared to meet 100% of the project’s costs, if the total amount does not exceed Euro 80 per Lions Club within the Alliance. 20.2. Every project will be a “Lions to Lions” project, meaning that Lions Clubs and/or a District in the relative country will be involved from the beginning. 20.3. The project must be situated in a developing country or in one of the countries in Eastern Europe. 20.4. It has to be indicated how the development of the project will be checked and supervised locally. 20.5. The proposal must be accompanied by a detailed budget, stating how expenses, which are not covered by an NSL grant will be met. The NSL grant must cover a substantial and recognisable part of the total costs. 20.6. A pre-proposal for the project in Lions year ‘X’ will be presented to the Secretary in writing no later than eight (8) weeks prior to the Annual Board Meeting in year ‘X-l’, according to specifications established by the Board. The Board will decide in principle on the pre-proposal at its Annual Board Meeting in year ‘X-1’. 20.7. Each proposal has to be presented at the Annual Board Meeting by the NSL Officer of the particular District which has proposed the project. On his invitation members of the Lions Club(s) involved may be admitted to the Board Meeting to explain the project and to answer any questions raised. 20.8. Project proposals that do not reach the Secretary in time, or do not meet the NSL principles, will be automatically disregarded. The Secretary will inform the District Chairman that the project will not be put forward to the Board Meeting. If the District wishes to do so it can propose the project the following year. 20.9. A decision to agree in principle on the pre-proposal by the Board involves a commitment of the member district to raise the target funds per member District as specified in the pre-proposal. Target funds per member district will be established in direct proportion to numbers of Lions Clubs within the member Districts. 20.10.A commitment, as meant in article 20.9, does not constitute a guarantee that member districts will actually be able to raise the target funds, but it does constitute an obligation for member Districts to do their utmost in this respect. 20.11.The definite proposal for a project in Lions year ‘X’ will be presented to the Board no Page 18 of 20 later than eight (8) weeks before the annual meeting in year ‘X’ and will be decided upon no later than its annual board meeting in year ‘X’. The proposal will be adequately documented in view of the criteria to be applied, according to the specifications established by the Board. 21. The Alliance accepts no liabilities whatsoever, neither in project preparation or in project execution. 22. The member District that has its proposal for the project of the year X accepted by the Board, will supply the other member Districts with an appropriate information brochure in all NSL languages no later than September of year X. 23. The member District that has its project proposal accepted, will remain directly responsible for its execution and will account for it after completion to the Board. The responsible District may involve one or more of its Lions Clubs in preparing and executing the project, or may assign Cabinet members to do so. 24. Overhead costs, directly related to the project, may be reimbursed by the District responsible, but will not exceed the interest made on the total amount of fundraising within NSL and at maximum an additional 1 (one) percent of that amount. All excessive costs to be borne by said District. 25. Remaining funds after project completion will be refunded to the member Districts according to their contribution to that particular project, in this sense that all member Districts should contribute proportionately, according to the targets. The responsible District will provide annual feedback information on the progress and on completion of the project. 26. Member Districts will encourage the Lions Clubs in their District actively to contribute financially to the project of the year and will report to them on its progress and performance. VI. CONCLUSION. 27. This Covenant may be amended or altered by the Board of the Alliance with a qualified majority of 75% of all members of said Board. Note: The amount of Euro 80 per Lions Club as mentioned in article 20.1 is established on valuta exchange rates as of 1 January 1999, in which: 1 Euro= 0.7002 1.95583 7.4265 2.20371 Page 19 of 20 80 Euro= GBP DMk DKr DFL 56 GBP 156 DMk 594 DKr 176 DFL Changes in these valuta exchange rates of 10% or more may lead to an autonomous recalculation of the target funds by member Districts affected, in proportion to these changes. END OF COVENANT Page 20 of 20