Format of a Board Resolution in a Cooperative

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					        Proposed Bylaw Amendments and Proposed Resolutions

What’s the difference between a bylaws amendment and a resolution?

      Resolution: Relates to service matters and usually call attention to a social concern.

      Bylaw Amendment: Proposes a change to the Kiwanis International bylaws regarding
       administrative issues of Kiwanis International and its clubs.*

   A sample amendment and resolution are shown at the end of this document.

   Review the Kiwanis International Bylaws.

Who may submit proposed amendments or resolutions?

Proposed bylaws amendments or resolutions may be submitted by:

      A club by majority vote of its membership. Proposals cannot be accepted from a club
       board or an individual Kiwanian.

      A district by a majority vote of its board of trustees or its house of delegates.

      The Kiwanis International Board.

When are proposals due?

Submissions of proposed bylaw amendments or resolutions must be received (not postmarked)
by Kiwanis International no later than February 15, prior to the International Convention at
which they will be considered. (The House of Delegates at the 2007 Kiwanis International
Convention voted to change the due date from April 1 to February 15.) Proposals may be faxed
or e-mailed on February 15, if necessary.

How do I write a proposed amendment or resolution?

Drafting proposals takes careful preparation. Here are some tips to keep in mind:

      Write the exact wording of your proposal or clearly specify your intention. If your club
       needs help finalizing the exact wording, the Kiwanis International staff can assist you.
       Indicate which section(s) of the International Bylaws you propose to amend, if you know.

      Consider any financial ramifications or unintended consequences of your proposal and,
       if necessary, revise the wording to account for these. If possible, include your rationale
       with your submission to Kiwanis International.
      Your club or district must submit a letter in writing informing Kiwanis International that it
       has adopted the proposal. The letter should include:

            o   Date of adoption by your club or district
            o   Exact wording of revisions or clear wording of your intent
            o   Effective date, allowing time for new processes to be implemented if necessary
            o   Signature of the current club president or secretary (or current district governor or
                secretary for district proposals).

      Submit your proposal as soon as possible but no later than February 15). Postmark has
       no bearing on submission date. Notification by fax or email is acceptable, as long as it is
       received by February 15. Send to Attention CEO, Kiwanis International, 3636 Woodview
       Trace, Indianapolis, IN 46268, or fax 3178790204, or email
       bylawsspecialist@kiwanis.org.

“Don’t wait until the last minute to submit a bylaw amendment or resolution,” cautions Barry
Glazer, a past president of the American Institute of Parliamentarians. “Begin working on it early
to allow advance time to consult with the staff, parliamentarian, and any reviewing committees.
They can provide advice as to whether the amendment is in the proper form, if it addresses all
relevant provisions, how the amendment might be implemented if adopted, and any potential
problems with the implementation. Last minute submissions usually do not permit opportunities
for improving the final wording of resolutions and bylaw amendments, which require reapproval
by the submitting body once changed.”

What happens to proposals after they are submitted?

You’ve submitted your proposed bylaw amendment or resolution to Kiwanis International, and it
arrived by the February 15 deadline. Then what happens?

      The Kiwanis International staff acknowledges receipt of your proposal by telephone or
       email.

      Staff verifies whether your submission is a proposed amendment or resolution and
       initially reviews the document for format, content, and accuracy.

      The proposal is forwarded to the International Committee on Resolutions and Bylaws for
       more thorough review.

        If your proposal is a bylaw                If your proposal is a resolution:
        amendment:
                                                       The committee has the
           The committee or the Board                  authority to accept, reject,
            may contact your club for                   edit, or combine any
            clarification or to offer                   resolutions submitted.
            guidance on how to form an
            amendment that more fully                  The committee and the
            captures your intent.                       International Board
            However, neither the                        determine which resolutions
            committee nor the Board has                 will be proposed and the
            authority to change an                      final language of each.
            amendment proposal unless
            the club or district agrees to
            the change.
       The International Board determines whether to support, not support, or take no position
        on each proposal in its final form. Please note that assistance from the Resolutions and
        Bylaws Committee or staff has no bearing on whether or not the Board will ultimately
        support your proposal. The committee and staff can help ensure the wording and format
        of your proposal meets your stated intention, but cannot predict Board support of that
        intention.

       All bylaw amendment proposals from clubs or districts and all resolution proposals
        approved by the International Board are placed on the agenda for the House of
        Delegates at the next Kiwanis International convention.

       Proposed bylaw amendments and resolutions are published on the Kiwanis International
        Convention Web site. Copies also are mailed to clubs not later than 30 days prior to the
        convention at which the proposals will be considered.

       At the next Kiwanis International convention, your proposed bylaw amendment or
        resolution arrives on the floor of the House of Delegates.

       During the House of Delegates at the International convention, someone must move the
        adoption of your bylaw amendment. However, the Board moves adoption of each
        resolution. Moving adoption of your amendment may be done by a member of your club
        or any other delegate. If no motion is received from the House of Delegates, the
        amendment will not be considered.

       Ultimately, delegates vote on each proposal. A simple majority vote is needed to adopt
        resolutions. Some bylaws amendments require a majority to pass, while others require a
        two-thirds vote, depending on which provisions are being amended.

Questions?

If you have any questions, contact the Governance Specialist at the International Office.




*Be aware that the Standard Form for Club Bylaws and the Standard Form for District Bylaws are under
 full authority of the Kiwanis International Board, not the House of Delegates at International Conventions.
 If your club or district wishes to propose a revision to either the Standard Form for Club Bylaws or the
 Standard Form for District Bylaws, it should do so by submitting a formal request to the Kiwanis
 International Board, via either the CEO or Governance Specialist. Such request will then be considered
 by the International Board as soon as possible and you will be advised of the outcome.
 SAMPLE FORMAT FOR A PROPOSED AMENDMENT TO THE K.I. BYLAWS

       How to properly show wording changes in amendments:

            The present provisions of each Article and Section should be shown.
            Text to be added by the amendment should be underlined (underlined)
            Text to be deleted by the amendment should be lined out (lined-out).

       If the original wording is ................. Each club shall hold a program.
       And the new wording should be ..... Each club may hold an annual meeting.
       Show wording changes like this ..... Each club shall may hold a program an annual meeting.
          or like this .................................... Each club shall hold a program. Each club may hold an
                                                                annual meeting.


DETAILED EXAMPLE:

The Kiwanis Club of _________________________ proposes to amend the Kiwanis International
Bylaws, Article ___, Section ___, as follows, effective _____________________:

Article XIX - Vacancies in Office. Section 8.

–Original wording--

    d. “Conduct unbecoming a member of the International Board of Trustees” is defined as any
    conduct that tends to harm the standing of Kiwanis in the local or global community, as further
    defined in the Kiwanis International Board Policy on “Conduct Unbecoming a member of the
    International Board.” (7/06)

–Proposed new wording--

    d. “Conduct unbecoming an International Officer” is defined as any conduct that:

           (1) is incompatible with the best interests of the public or of members of Kiwanis, and/or

           (2) tends to harm the standing of Kiwanis in the local or global community, as further defined in
           the Kiwanis International Board Policy. (7/06)

--Changes should be shown like this—

    d. “Conduct unbecoming a member of the International Board of Trustees an International Officer” is
    defined as any conduct that:

           (1) is incompatible with the best interests of the public or of members of Kiwanis, and/or

           (2) tends to harm the standing of Kiwanis in the local or global community, as further defined in
           the Kiwanis International Board Policy. on “Conduct Unbecoming an International Officer.” (7/06)


We certify this proposed resolution was approved by a majority vote of our club at a meeting which included a
quorum on ____________________ (date).

Club President:_____________________________                   Club Secretary:___________________________

Signature:_________________________________                   Signature: _______________________________
SAMPLE FORMAT FOR A PROPOSED RESOLUTION


      Resolutions are simpler to construct than amendments. Simply state each of the key reasons
      for making the proposal as “Whereas” statements, then state the actual “resolve” (what you
      want to accomplish by the resolution) at the end.

      See the example below from the 2007 International Convention.

      NOTE: Resolutions may not be used to change the K.I. Bylaws; only detailed amendments
      (if adopted) can change the K.I. Bylaws.



EXAMPLE:


PROPOSED RESOLUTION ON
COLLABORATION AMONG KIWANIS, ROTARY, LIONS, AND OPTIMIST


WHEREAS Kiwanis is a global organization of volunteers dedicated to changing the world, one child and
one community at a time; and

WHEREAS many of Kiwanis’ fellow service organizations have similar missions focused on making the
world a better place for children; and

WHEREAS the Presidents of Kiwanis International, Rotary International, Lions International, and Optimist
International met to discuss similarities and differences; and

WHEREAS it was agreed that we are all working to make our world a better place in which to live; and

WHEREAS it was agreed that working together on an international issue would allow our organizations to
have more of an impact;

THEREFORE BE IT RESOLVED THAT Kiwanis International supports exploring collaboration with
Rotary International, Lions International, and Optimist International on ways to serve the needs of
children.



We certify this proposed resolution was approved by a majority vote of our club at a meeting which included a
quorum on ____________________ (date).


Club President:_____________________________           Club Secretary:___________________________

Signature:_________________________________            Signature: _______________________________




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