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| CONSTITUTION OF THE ASSOCIATION-Updated, November, 2000. ARTICLE 1-NAMESection 1 The name of this organization is "Kinsmen & Kinette Clubs of Canada/Les Clubs Kin du Canada". Section 2 Kinsmen & Kinette Clubs of Canada/Les Clubs Kin du Canada is hereinafter referred to as the "Association". ARTICLE 2-OBJECT & AIMSSection 1 The object of the Association shall be to promote and direct fellowship among its members, to the end that: (1) they may enjoy personal development through Kin; (2) they may be improved and educated in modern business and professional methods and ethics; (3) the interest of each in the welfare of their community may be stimulated; (4) constitutional authority may be upheld; (5) a spirit of co-operation, tolerance, understanding and equality among all nations and peoples be fostered and stimulated and that unity of thought and purpose throughout Canada be established toward this goal; and, (6) they shall carry on service work within their community. ARTICLE 3-POWERSSection 1 The powers of the Association shall be: (1) to direct, manage, supervise and control the business, property and funds of the Association; (2) to create, supervise and control the clubs, auxiliary bodies and districts and other divisions thereof. ARTICLE 4-MEMBERSHIP IN THE ASSOCIATIONSection 1 The members of the Association shall consist of the clubs, as described in Article 5, Section 1, districts of the Association, and auxiliary bodies and other groups of the clubs, and divisions thereof created or chartered and whose creation or charter has not been revoked by the Association. ARTICLE 5-CLUBSSection 1 The clubs of the Association and their subsequent membership shall be as follows: (1) A Kinsmen club shall consist of Kinsmen (2) A Kinette club shall consist of Kinettes (3) A Kin club or Kinsmen & Kinette club shall consist of Kinsmen and Kinettes meeting jointly. Section 2 A charter shall be granted to a prospective club which meets all the requirements and obligations prescribed by this constitution and the by-laws of the Association (hereinafter referred to as the "national by-laws"). NOTE: Petition to charter forms are available in charter kits from the executive director. Section 3 Upon the acceptance of a charter, a club shall ipso facto be deemed to be a member of the Association and be bound by and shall be governed in the manner prescribed by this constitution and the national by-laws. Section 4 A charter shall not be granted to a prospective club unless such club shall be located in Canada. Section 5 A club that fails to conform to the provisions of this constitution or the national by-laws or whose conduct or activity is prejudicial to the best interests of the Association may have its charter suspended or revoked by the national board of directors as provided in the national by-laws. Section 6 Membership in a club, membership classifications, qualifications for membership, the requirements of membership, and the rights and privileges of members shall be as prescribed in the national by-laws. Section 7 Every club shall be governed by the by-laws as found in the national by-laws (Part I), Part II, the Policy and Procedures Manual as set out by the national board of directors, and such house rules as a club may, from time to time, adopt, provided such house rules are not inconsistent with the constitution, national by-laws and national policies and procedures. Section 8 Every club shall conform to the by-laws of the district of which it is a member. ARTICLE 6-DISTRICTSSection 1 For the better administration of the Association, the territory of the Association shall be divided into districts, whose boundaries shall be those described in the national by-laws. Section 2 Each club situated within the boundaries of a district shall be a member of such district. Section 3 Each district shall adopt by-laws which shall not be inconsistent with this constitution, national by-laws and the national policies and procedures. ARTICLE 7-K-40/K-ETTE CLUBSSection 1 Upon obtaining the approval of the district in which a club is located and the national executive committee, a club may create a K-40 club or a K-ette club, as the case may be. Approval must be given on the official Permission to Form an Auxiliary form available from the executive director. Section 2 The qualifications for membership and the requirements thereof and the rights and privileges of K-40 and K-ette members shall be as prescribed in the national by-laws. Section 3 Every K-40 club and K-ette club shall be governed by the by-laws as found in the national by-laws and such house rules as a club may, from time to time, adopt, provided such house rules are not inconsistent with the constitution and national by-laws. ARTICLE 8-ADMINISTRATIONSection 1 The Association, the districts, the clubs, the K-40 clubs and the K-ette clubs shall be administered by such officers, executives and committees and in such manner as is designated in the national by-laws and/or the policies and procedures of this Association. ARTICLE 9-EMBLEM, CORPORATE LOGO, USE OF NAMESection 1 The emblem or crest of the Association shall be composed of a saltire and mascle intertwined, surrounded by ten maple leaves, beneath which is a scroll carrying the word "Kinsmen" and beneath that a scroll carrying the word "Kinette". Across the mascle or square, the word "Kin" shall be superimposed. Section 2 The emblem or crest of the Association shall at all times be registered in the offices of the Secretary of State for Canada. Section 3 The emblem or crest and corporate logo shall be deemed the sole property of the Association and shall be entirely under the control of the national board of directors. Replicas of the emblem or crest may be obtained only from the national headquarters of the Association and the Kin Sales Division or may be reproduced elsewhere with the authorization of the national board of directors for the use of the districts of the Association, the clubs and their auxiliaries of the Association and may not be used for commercial purposes or for any purpose other than that authorized by the national board of directors. No change in the form of the emblem or crest as registered shall be permitted. Section 4 The words "Kinsman," "Kinsmen," "Kin," "K-40," "Kinette," "Kinettes," "K-ette," and "Kin-20" shall not be used for any purpose other than that authorized by the national board of directors. ARTICLE 10-KIN COLORS, KIN FLAG & KIN MOTTOSection 1 The official colors of the Association shall be red and white. Section 2 The Kin flag shall be twice as long as it is wide with a white background and imprinted in red as follows: (1) A red bar equal to 25% in length and 100% in width of the entire flag shall be located at each end of the flag; (2) A red Association crest as described in Article 9, Section 1 herein shall appear centered in the flag. The crest shall be equal to 25% of the flag’s area. Section 3 The motto of the Association and its members shall be "Serving the Community’s Greatest Need." ARTICLE 11-BY-LAWS, POLICIES AND PROCEDURESSection 1 By-laws for the governance of the Association not inconsistent with this constitution, shall be enacted and may be amended from time to time as hereinafter provided. Section 2 Policies and procedures for the governance of the Association not inconsistent with this constitution, shall be enacted and may be amended from time to time as hereinafter provided. ARTICLE 12-AMENDMENTS TO CONSTITUTION, BY-LAWS & POLICY AND PROCEDURESSection 1 This constitution may be amended only at a convention of the Association, by a resolution, properly placed before the convention and passed by a two-thirds majority of all the votes cast by the accredited delegates and accredited delegates-at-large at such convention. Section 2 A majority of members represented either in person or by proxy will constitute a quorum for the transaction of all business except where otherwise provided for in the constitution, national by-laws, national policies and procedures, district, zone or club by-laws. Section 3 The by-laws may be amended as follows: (1) At a convention of the Association by a resolution properly placed before the convention and passed by: (a) a two-thirds majority of all the votes cast by the accredited delegates and accredited delegates-at-large at such convention if such resolution pertains to the qualifications of active members in a club; (b) a simple majority of all votes cast as aforesaid, in the case of all other resolutions. (2) At a meeting of the national board of directors by a resolution passed by a two-thirds vote of the entire membership of the national board of directors, provided that: (a) nothing herein contained shall empower the national board of directors to amend the national by-laws so as to alter the qualifications of active members in a club; (b) nothing herein contained shall empower the national board of directors to alter the boundaries of any district without: 30 days notice given to each club affected by such a proposed boundary change; consultation with and approval of said district(s); and the assurance that no additional costs are incurred by said district(s) as a result of the boundary change. Section 4 The policies and procedures of the Association may be amended at a meeting of the national board of directors by a resolution passed by a 2/3 vote of the entire membership of the national board of directors. Section 5 Subject to Section 7 hereof, a resolution to amend this constitution shall be deemed to have been properly placed before the convention within the meaning of Section 1 hereof if: (1) the resolution substantially as proposed and its placing before the convention have been duly approved at a meeting of a club or the national board of directors or by a district convention, or by the national vice-presidents’ committee; (2) a copy of the resolution as proposed has been forwarded to the executive director on or before January 21st of the year in which the national convention is being held at which such resolution is to be discussed; (3) a notice setting forth a copy of the proposed resolution and of the intention to place it before the next convention of the Association is forwarded by the executive director to the presidents of all of the clubs of the Association at least six months prior to the date of the convention before which the resolution is sought to be placed. Section 6 Subject to Section 7 hereof, a resolution to amend the by-laws shall be deemed to have been properly placed before the convention within the meaning of Section 3 hereof if: (1) the resolution substantially as proposed and its placing before the convention have been duly approved at a meeting of a club or the national board of directors or by a district convention, or by the national vice-presidents’ committee; (2) a copy of the resolution as proposed has been forwarded to the executive director at least 60 days prior to the convention of the Association. Notwithstanding this limitation any resolution passed at a district convention shall be deemed to fall within the meaning of this article, provided that the executive director is notified in writing by the district secretary of the said resolution within 10 days of the close of the district convention; (3) a notice setting forth a copy of such proposed resolution and the intention to place it before the next convention is forwarded by the executive director to the presidents of all of the clubs of the Association at least 30 days prior to the convention. Section 7 A resolution which purports to amend the object and aims of the Association or the qualifications of active members in a club shall be deemed to have been properly placed before the convention within the meaning of Section 1 and Section 3 hereof if: (1) the resolution substantially as proposed and its placing before the convention have been duly approved by a majority of the district conventions held during the calendar year preceding the convention of the Association before which the resolution is sought to be placed; (2) evidence in the form of a certificate signed by the governor and secretary of each of the districts at whose convention such resolution was approved is forwarded to the executive director within 30 days of the passing of such resolution at such convention; and, (3) a notice setting forth a copy of the proposed resolution and of the intention to place it before the next convention of the Association is forwarded to all of the presidents of the clubs in the Association at least six months prior to the date of the convention before which the resolution is sought to be placed. Section 8 A referendum vote process may be carried out by the Association provided that: (1) Notwithstanding Sections, 1,3,and 7 herein, where in the discretion of the National Board of Directors with support of 75% of Governors or upon direction by simple majority of the accredited delegates on the floor of national convention, a resolution purporting to amend the constitution, including the objects and aims, a resolution purporting to change the by-laws, including member privileges, or a question relating to the future direction of the association, is of significant importance so as to be put to a referendum vote then by exercise of its discretion the national board may, and/or by resolution passed by a simple majority, direct that the resolution or those resolutions be put to a referendum vote. (2) Such referendum vote will be: a) a secret ballot of each active and active life member of the Association on record at national headquarters on the September 30th immediately following the decision to hold a referendum vote; b) conducted procedurally as directed by the National Board of Directors; and c) determined in the positive by a 2/3 majority vote as regards to constitutional issues and by simple majority as regards to by-laws issues or future direction of the association. (3) Each resolution put to referendum vote will contain a date certain upon which the same will come into effect. (4) The results of such referendum vote, unless otherwise stipulated in the resolution itself, shall be announced, circulated and/or published to the Association as soon as is practicable after closure of the voting process and binding on the Association. Section 9 Unless otherwise specifically stated in the resolution itself, amendments to this constitution or to the by-laws passed at a national convention shall become effective as of the opening of the incoming board meeting immediately following the convention at which the amendment is passed. Section 10 Amendments to the by-laws and policies and procedures passed at a meeting of the National Board of Directors of the Association in accordance with Section 2 & 3 hereof, shall become effective immediately at the conclusion of the meeting at which such amendment is passed. ARTICLE 13-PROCEDURESection 1 In all matters of procedure the Association shall follow the procedure set forth in the national by-laws and national policies and procedures. ARTICLE 14-INTERPRETATIONSection 1 A decision by the national board of directors as to the construction and interpretation of this constitution and the national by-laws and whether in a particular instance the provisions of this constitution and the national by-laws have been complied with shall be final and binding unless such decision is rescinded at a subsequent convention of the Association. ARTICLE 15-FOUNDER & BIRTHPLACE Section 1 Harold A. Rogers O.C., O.B.E., (1899-1994) shall be known as "The Founder". Section 2 The official birthplace of the Association is Hamilton, Ontario. ARTICLE 16-OFFICIAL LANGUAGESSection 1 The official languages of the Association shall be the official languages of Canada. ARTICLE 17-HEAD OFFICESection 1 The national headquarters of the Association shall be in the City of Cambridge, Province of Ontario.
PART I - NATIONAL BY-LAWS ARTICLE 1- BOARD OF DIRECTORS Section 1 – Mandate The board of directors is the governing body responsible for vision, strategic planning, analyzing of results, polices making and exploring new opportunities on behalf of the Association. Its purpose is to advance the mission of the Association and its mandate is to: 1) Establish goals and objectives which are essential to the realization of the Association mission; 2) Administer the affairs of the Association as outlined in the Constitution and By-Laws and as required by legislative bodies; 3) Provide for growth and development and recognition of the Association membership; 4) Develop and implement programs designed to carry out the mission of the Association and to assist the membership in the fulfillment of its mission and purpose; 5) Provide for communication between all levels of the Association; 6) Develop and maintain the resource base (financial and human) necessary to fulfilling the mandate; 7) Provide an identity for, and maintain the history of, the Association; 8) Maintain a data base of information on Association activities and membership; 9) Establish and monitor standards of the Association; 10) Maintain systems and structures to support the mission of the Association; and 11) Investigate any further opportunity as determined by the board of directors. Section 2 – Members and Officers The members of the board of directors are the: national Kinsmen president; national Kinette president; two national directors (one Kinsmen, one Kinette), both immediate past national presidents, national Kinsmen vice-president, national Kinette vice-president, two national vice-directors (one Kinsmen, one Kinette) and an Association director from each district. The officers of the Association are the members of the board who are not Association directors and the national executive director who is a non-voting officer. the executive director is an ex-officio non-voting member of the board. Section 3 – Remuneration and Indemnification 1) All members serve without remuneration, but will be reimbursed reasonable expenses occurred as a result of their duties and as set out annually in the national budget. 2) All members of the national board, and those individuals acting as agents of the board and/or Kinsmen & Kinette Clubs of Canada, their estates and property and all those who in law may, upon their death, succeed them and/or represent their Estate, shall at all times be protected against and saved from liability by the Association from and against: i) All costs, charges and expenses whatsoever which they may undergo or incur as a result of any court action or legal proceeding brought against them for something done or omitted in the lawful course of carrying out their duties and; ii) All other costs, charges and expenses howsoever attributed to or incurred by them in the lawful course of carrying out their duties except such costs, charges or expenses attributed to or incurred by them as a result of their own deliberate neglect or default in performance of a legal obligation. Section 4 – Qualifications 1) All members are active or active life members in good standing of a club during their entire term of office. 2) Officers may not hold office on any district executive during their term except those officers who may hold the position of past Governor. Section 5 – Elections, Appointments and Terms 1) The officers are elected annually at the national convention, except the immediate past national presidents who automatically assume those positions. 2) The Association directors, who take office immediately after the National Convention, are appointed to the board by their districts through an election or appointment process determined and held by each district. Association directors are appointed for a two-year term, with even-numbered districts holding their elections in even years and odd-numbered districts holding their elections in odd years. Association directors may not assume an officer’s position until the full completion of their appointed term. Section 6 – Meetings 1) The annual meeting of the Association is held at the annual convention. 2) The board of directors meets at such times and in such formats as required to oversee the business of the Association and, at minimum, twice a year not including the annual general meeting. Section 7 – Committees of the Board 1) National Executive Committee i) The officers of the Association are the members of the national executive committee. ii) The committee has all the powers of the national board of directors, exercises its powers between meetings of the board, and its actions are subject to the approval and ratification of the national board of directors at its next meeting. 2) Other Committees i) The board of directors strikes standing and ad-hoc committees it requires to fulfill the mandate of the Association. These committees may include, but are not be limited to, Membership, Personal/Leadership Development, Management, Kin – CF Liaison, National Convention, National Disaster Emergency and District Membership Directors. ii) Committee chairs and members are active or active life members in good standing of a club during their appointment to the committee. Section 8 – National Staff 1) The national staff, under the supervision of the executive director, implements the policies, directions and programs as planned by the board and approved by the membership. 2) The national board of directors appoints an executive director to fulfill the chief staff officer responsibilities for the effective operation of the Association. Section 9 - Powers The board of directors shall have the power to administer all matters of the Association as set out in the constitution, and may establish by-laws and policies and procedures to facilitate that administration of the Association. ARTICLE 2 – FINANCE & ACCOUNTINGSection 1 – Fiscal Year The fiscal year of the Association begins on the first day of July in each year. Section 2 – Budget and Accounting 1) The national board of directors annually submits a budget of the estimated income and expenditure, including capital costs, for the upcoming year for review and approval at the annual meeting. 2) An efficient system of books of accounts is maintained and a qualified accounting firm undertakes an audit at least once each fiscal year. Section 3 – Liability for Debts The Association does not assume any liability of debt that is not authorized by the national board of directors or its duly authorized representative. Section 4 – Annual Membership Fees Each club pays an annual membership fee to the Association for each active member and as determined by the budget approved at the national convention held in that fiscal year. Section 5 – Association Accounts The Association maintains financial accounts necessary for the efficient operation of the Association's business. Section 6 – Reserve Funds The national board of directors may, from time to time, set aside moneys in a reserve fund as it sees expedient and necessary. Section 7 – National Service Projects The Association may undertake national service projects where clubs voluntarily contribute to the project. Section 8 – Liability Insurance Policies The Association maintains comprehensive and directors and officers liability insurance policies for all clubs and charges each club a rate that reflects the premium of the policy. ARTICLE 3 – OFFICIAL PUBLICATIONKIN Mag, the official publication of the Association, exists to provide the membership with a voice, keeps the membership informed on Association activities and directions, and provides personal and leadership development opportunities. ARTICLE 4 - NATIONAL PRODUCT AVAILABILITYThe Association provides access for clubs to obtain regalia and such articles and merchandise, bearing the registered trademarks of the Association, to be used for club activities, for the promotion of the Kin in the community or to raise funds. ARTICLE 5 - AWARDS PROGRAMThe Association provides opportunities to recognize the contributions and personal development of its membership through a National Awards Program. ARTICLE 6 – NATIONAL CONVENTION AND ANNUAL GENERAL MEETINGA convention of the Association (called the national convention) and an annual general meeting is held each calendar year between August 15th and August 31st . The purpose of the annual general meeting is to: 1) elect officers of the Association; 2) receive and deal with financial and reports from the board of directors about the prior year’s activities; 3) approve plans for future directions and developments; and 4) approve changes to the Constitution and By-Laws. The purpose of the national convention is to: 5) provide for the education and self-development of the members; and 6) celebrate the work of the Association in the past year. ARTICLE 7 – CLUB CHARTER, RESIGNATION, REVOCATION, REINSTATEMENT AND STANDING1) The national board of directors, or the national executive committee exercising its power between board meetings, holds the sole authority to grant a charter to a club, to revoke the membership of a club, to accept the resignation of a club or to reinstate a club. Specific information on the organization and chartering of clubs is available from national headquarters. 2) A club in good standing, as outlined in the minimum requirements for membership, receives all the rights and privileges awarded to that standing and, if not in good standing, is returned to good standing once the requirements have again been met. ARTICLE 8 - PROCEDUREIn all matters of procedure not specifically provided for in the constitution and the by-laws, the Policy and Procedures Manual along with other specific manuals developed for use by the Association will govern the Association. PART II – CLUB ADMINISTRATION ARTICLE 9 – BY-LAWSPart II constitutes the by-laws of each club and applies to all types of clubs within the Association. ARTICLE 10 - NAMEA club’s charter name use the format of the Kinsmen Club of ……., the Kinette Club of ……., the Kin Club of …….., or the Kinsmen & Kinette Club of ……. . ARTICLE 11 – MANDATEThe object of the club is the promotion and advancement of the object and aims of the Association (Article 2 of the national constitution). The mandate of the club is to: 1) hold meetings 2) promote kin information and education for its members 3) promote the ideals of kin and its aims and objects to its members 4) discharge its obligations to the zone, district, national and other parties with whom it deals 5) be in good standing with and comply with all filing requirements of the province or territory with which it is registered 6) not to engage in any activity which brings the Association into disrepute. ARTICLE 12 – CLASSES OF MEMBERSHIPSection 1 – Active Members 1) Qualifications: To be an active member of a club, a person: a) Is at least 19 years of age; b) Is of good character and of good community standing; c) Practices his/her vocation/profession or resides within the Club’s territorial limits and d) Does not hold membership in any other club of the Association as described in the constitution. Section 2 – Life Members 1) Subject to the provisions of Sub-Section (2) of this section, a club may elect any past or present member to the class of life member of the Association. To qualify, a member must have been a member for a least 10 years, and must have served his/her club and the Association in a manner deserving outstanding honor. 2) A club may elect a maximum of one life member in any two-year period. Under very special circumstances the National Executive Committee may waive this restriction. Information on this waiving process is available from the national headquarters. 3) Life membership and its privileges are fully transferable, recognized and honored by all clubs within the Association. Section 3 - Expectations of Members Members of the Association are expected to: 1) attend meetings as and when scheduled and to the best of their ability 2) attend work parties and other club events as and when scheduled and to the best of their ability 3) pay dues promptly or arrange for orderly payment of dues 4) not engage in any activity which brings the Association into disrepute ARTICLE 13 – OFFICERS OF THE CLUBSection 1 – Names 1) The officers of a club are, at minimum, the: president; immediate past president; vice president; secretary/treasurer. Clubs may elect other officer positions as are needed to undertake the work of the club. Section 2 – Indemnification 1) All directors and officers of the club and their heirs, executors and administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless by the club from and against: a) All costs, charges, and expenses whatsoever which directors or officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing howsoever made, done or permitted by them in or about the execution of the duties of their offices; b) All other costs, charges and expenses that they may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default. ARTICLE 14 – OBLIGATIONS TO NATIONAL, DISTRICT & OTHER CLUBSSection 1 – Obligations It is the responsibility of each club to exercise fully those obligations imposed upon it by the national constitution, national by-laws and national policies and procedures and district by-laws. Section 2 – Fees & Assessments The club promptly pays all national fees, based on the active membership on a club roster at headquarters as of September 30th annually, and other assessments and fulfills all other obligations to the Association. membership fees may be paid in three installments as per the outline available from headquarters. The club also promptly pays any fees or assessments and fulfills all other obligations as determined by the district to which it belongs. Section 3 – Professional Fund-raisers & Territorial Limits 1) No club circulates, sells or offers for sale, or causes to be circulated, sold or offered for sale, tickets of any nature, for a raffle or otherwise, by means of professional ticket sellers, or by other persons or corporations whose primary income is derived from fundraising schemes. 2) No club operates a money-raising project or scheme of any type whatsoever outside its own territorial limits. 3) Nothing contained in sub-section (2) hereof shall prevent any club from carrying out the activities mentioned therein within the territorial limits of some other club if it receives the written consent of the affected club. Section 4 – Disbursement of Circulars Outside Territorial Limits No club, or any member thereof, will cause to be circulated, except within the territorial limits of the district to which the club or member belongs, a general circular to the members or clubs of the Association without first obtaining written approval from national headquarters. Section 5 – Notification of Criminal Action If any civil or criminal action is commenced against a club or any of its members arising out of activities carried on by the club, the club immediately reports this action by fax, special delivery or electronic mail to the relative governor of the district to which it belongs and to the national executive director and submits a detailed report in writing at the earliest opportunity. Section 6 – Proposal for Action No club commences by itself or by its representatives any action, criminal or civil in any court without first submitting a detailed report in writing on the proposed action to the district executive committee of the district to which it belongs and to the national executive committee. Written approval to proceed with action must be obtained from both these sources. Section 7 – Embezzlement or Defalcation The club secretary immediately reports to the national executive director and district executive committee circumstances that tend to indicate an embezzlement of or defalcation in funds belonging to the club. Section 8 – Property of the Association All material or services provided by the Association are and remain the property of the Association. No club or member of a club shall use any such property for any other use than stipulated by the Association without the express permission of national headquarters. This includes all membership rosters as well as official listings of clubs, including A Guide for Traveling Kin. ARTICLE 15 – FINANCESection 1 - Fiscal Year The fiscal year of each club begins on the first day of July of each year. Section 2 - Levy from Service Account Except and unless strictly prohibited by any federal or provincial law (statute or otherwise), a club can levy an administration charge on the net profit realized from any service revenues up to a maximum charge of 15% of the net profits. The administration charge can be transferred to the club general account and used as the club may determine. Losses from a service account fundraising profit can also be paid out of the club service (trust) account. Section 3 - General & Service Funds General funds are any funds raised directly from the members of the Association in the forms of fees or donations, funds raised at general meetings by members and guests, and the administration charge in Section 2 of this Article. Any funds raised in any other way are service funds. Section 4 - Remuneration No officer or member of the Association shall receive any remuneration from the club for his/her services. ARTICLE 16 – INCORPORATION Section 1 – Responsibility A club, after receiving its charter, incorporates pursuant to any appropriate provincial or territorial statute, and only under the name designated in its charter. The responsibility for the new club’s incorporation rests with the sponsoring club. Section 2 – Notification After incorporation, the club secretary notifies the national executive director of the club’s incorporation. Section 3 – By-Laws Notwithstanding this incorporation, the club complies at all times with the national constitution, national by-laws, and national policies and procedures and with the by-laws of the district to which it belongs and club house rules as may be from time to time in force. Section 4 – Conduct The club does all things as legislated through its incorporation to remain in good standing as an incorporated body. If any conflict arises between legislative requirements and the national constitution, national by-laws or district by-laws on the other, the club secretary reports this conflict to the national executive director, and the national board of directors has the power to resolve this conflict in a manner deemed appropriate. Section 5 – Cancellation or Suspension The secretary of the club advises the national executive director, the governor and the deputy governor of any default resulting in the incorporation of a club being canceled or suspended. ARTICLE 17 – OFFICIAL MEMBERSHIPThe official membership of each club shall consist of its active and active life members (per Article 12), on record at the national headquarters on the preceding June 30th (census date). ARTICLE 18 – HOUSE RULESHouse rules of a club must be consistent with these national by-laws (and in particular Part II), the national constitution, and the by-laws of the district to which it belongs. The “Best Practice Guide for Clubs” resource provides examples of excellence in operations which a club strives to attain. PART III - DISTRICT BY-LAWS ARTICLE 19 - DISTRICT ADMINISTRATION Kinsmen & Kinette Clubs of Canada may, from time to time, establish district structures to facilitate the work of the national Association. The purpose of any such districts are consistent with the objects and aims of the Association and of the mandate of the national board of directors. Section 1 - Names of Districts There are eight Districts in the Association known as Districts 1, 2, 3, 4, 5, 6, 7, and 8. Section 2 - Boundaries The boundaries of each district shall be as follows: DISTRICT 1 shall consist of the territory comprising the Niagara Peninsula and that portion of the Province of Ontario lying south of Georgian Bay and west of a line drawn northerly from the north shore of Lake Ontario through the east limits of the Town of Oakville, the west limits of the towns of Georgetown, Mississauga, Brampton, Orangeville and the easterly limits of the Town of Stayner, and then in a northwesterly direction to the easterly limits of the Town of Wasaga Beach and then north to the south shore of Georgian and/or Nottawasaga Bay. DISTRICT 2 shall consist of the Province of Manitoba and that portion of the Province of Ontario west of the 85th Meridian. DISTRICT 3 shall consist of the Province of Saskatchewan. DISTRICT 4 shall consist of the Province of Alberta, the Northwest Territories and that portion of British Columbia lying east of the Great Divide of the Rocky Mountains. DISTRICT 5 shall consist of the Province of British Columbia (with the exception of that part of British Columbia east of the Great Divide of the Rocky Mountains) and the Yukon Territory. DISTRICT 6 shall consist of the Province of Quebec and that part of the Province of Ontario east of a line drawn from the shores of Lake Ontario through the east limits of the Town of Brighton, to the west limits of the Town of Havelock and thence by a straight line through the east limit of the Town of Bancroft through the east limit of the Town of MacKay to the Ontario-Quebec border. DISTRICT 7 shall consist of the whole provinces of Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland. DISTRICT 8 shall consist of that portion of the Province of Ontario not currently contained within the territorial limits of Districts 1, 2, & 6. Section 3 - Zones Each District determines the number, administration and boundaries of all zones contained with its boundaries. Section 4 - STATUS 1) Districts, zones, the officers of these groups, the district board of directors, district executive committees, and district Kinsmen/Kinette councils, as established and defined in this part iii of the by-laws are creations only of the Kinsmen & Kinette Clubs of Canada to facilitate the internal administrative management of members, clubs and services and, as such, have no legal standing outside the administrative structure of the Association. 2) In dealing with the general public, district and zone officers, and the boards, committees and councils on which they serve act as agents of Kinsmen & Kinette Clubs of Canada and/or its board of directors and, as such, are accountable to same. ARTICLE 20 - DISTRICT OFFICERSSection 1 - Names The minimum administrative structure of each District is at least one immediate Past Governor, one Governor and one Vice Governor. Each district determines the optimum size of their executive, council and zone representatives that can include others in addition to this minimum structure. Section 2 - Qualifications Each District determines the qualifications of the members eligible to serve as district officers using the national membership by-laws as a minimum standard. Section 3- Remuneration All district officers serve without compensation. No officer accepts remunerative employment from the Association. ARTICLE 21 - DISTRICT BOARD OF DIRECTORSSection 1 - Members The district board of directors is made up of at least the minimum number of officers as outlined in Article 20 Section 1. Section 2 - Powers The management and control of the district, not otherwise provided for in these by-laws, is at the discretion of the district board of directors and subject to direction of the national board of directors. ARTICLE 22 – CONVENTIONS AND CONFERENCESSection 1 –Convention Each district holds an annual District Convention in each fiscal year that must be held no later than June 27. Section 2 – Conferences Districts encourage and offer such other district and zone conferences as they see meet the personal and leadership development of their membership. ARTICLE 23- FINANCE & ACCOUNTINGSection 1 - Fiscal Year The fiscal year of each District begins on the first day of July in each year. Section 2 - Statement of Audit The financial statements for the fiscal year ending June 30 in each year must be dealt with and approved by at least the next District Convention and a copy filed with the national board of directors within 60 days of that approval. ARTICLE 24 - DISTRICT OBLIGATIONS TO NATIONALSection 1 - Compliance with Obligations The district board of directors uses its best endeavors to ensure that each club in its district properly complies with all the obligations imposed on it by the national constitution, national by-laws and district by-laws. The district board of directors, with due diligence, reports any continuous or persistent breach by any club to the national board of directors. ARTICLE 25 - DISTRICT BY-LAWS, HOUSE RULES & REGULATIONSSection 1 - District By-laws Part III is part of the by-laws of each district. Section 2 - By-laws, House Rules & Regulations Including Part III referred to in Section 1, a district may adopt house rules, regulations and/or by-laws that are consistent with and not contrary to the national by-laws and the national constitution. The “Best Practice Guide for DistrictS” resource provides examples of excellence in operations which a district strives to attain. Each district determines the methods of amendments, proposed changes, approved changes and circulation of the house rules and passes these methods at the district convention. PART IV-K-40 & K-ETTE BY-LAWS ARTICLE 26 - CREATION & NAMESection 1 - Creation A K-40 Club or a K-ette Club can be created as outlined in Article 7 of the National Constitution and may be mixed in gender membership if approved by the sponsoring Club. Section 2 - Name The auxiliary club is known and designated as “K-40 Club of …” or the “K-ette Club of …” ARTICLE 27 - OBJECTTo continue KIN fellowship experienced in a former Club of the Association and to assist its sponsoring Club as an auxiliary club. ARTICLE 28 - MEMBERSHIPSection 1 - Qualifications A member of the auxiliary club must be: (1) Over the age of 40 years; (2) Of good character and of good community standing; (3) (i) An active, former active or life member of a Kinsmen club, Kinette Club or Kin Club, whose active membership was not suspended by any said club; or (ii) a person living in a partnership relationship with an active member, auxiliary club member or life member, who may continue to be a member notwithstanding the status of his/her spouse within the Association. Section 2 - Membership, Dues, Duties & Privileges Dues, duties and privileges of members and termination of membership are as determined by the auxiliary club from time to time. ARTICLE 29 - ADMINISTRATIONSection 1 - Governance & Meetings The auxiliary club is governed by the number of officers, executive members and committees who hold meetings as is decided at a general meeting of its membership. Section 2 - Procedures The auxiliary club can establish procedures including (but not limited to) membership fees, finance, attendance and club organization to operate successfully. ARTICLE 30 - OBLIGATION TO SPONSORING CLUB, NATIONAL & DISTRICTSection 1 - Obligations to the Sponsoring Club The auxiliary club is directly responsible to its sponsoring club and, at all times and in all matters, is subject to the supervision and control of that club. Section 2 - Obligations to National & District (1) Part IV - K40 & K-ette By-laws must be included in auxiliary club by-laws. (2) The auxiliary club must operate only as outlined in the National Constitution and By-laws and Policies and Procedures. The “Best Practices Guide for Auxiliary Clubs” resource provides examples of excellence in operations which an auxiliary club strives to attain. (3) The auxiliary club is covered under the national insurance policy as a result of its affiliation with its sponsoring club and must take care and precautions in all activities so as not to negatively affect the said club, the district or the national Association. (4) On request, the auxiliary club must appoint a member to act in such capacity and perform such duties on the national or district level as the national board of directors or district council may identify. ARTICLE 31 - DISBANDMENTSection 1 - Disbandment of Sponsoring Club An auxiliary club is automatically dissolved if the sponsoring club’s charter is revoked or resigned from the Association or if for any reason is disbanded as the sponsoring club is the legal corporate body that provides financial and legal protection to the auxiliary club. Section 2 - Voluntary Disbandment The auxiliary club may voluntarily disband itself after notifying its sponsoring club. Section 3 - Disbandment Upon Direction of Sponsoring Club An auxiliary club must disband itself upon the direction of the sponsoring club as the auxiliary club will no longer be entitled to the financial and legal protection of a corporate body as a result of the notice. Section 4 - Club Assets In the case of disbandment under Sections 2 or 3 above, the auxiliary club’s assets are automatically transferred to the sponsoring club. Section 5 - Surrender of Rights An auxiliary club that disbands under Section 1 above follows the same surrender process as does its sponsoring club. NOTE: The Association is incorporated by special act of Parliament being Chapter 64., 14 George the VI (assented to June 30th, 1950). Section 10 of that act provided as follows: 10, The Association shall have the sole and exclusive right to have and use any emblems, badge, declaration, descriptive or design mark or title hereafter adopted by the Association for carrying out its purposes: Provided that a statement and description of such emblem, badge, declaration, descriptive or design mark and title are filed with and approved by the Secretary of State and other minister administering the Unfair Competition Act, 1932. The crests and names used by the Association are registered trademarks file with the Trademarks Office of Consumer and Corporate Affairs Canada. They are registered as follows: Registration Number Date Registered Number Date Registered 116,408 Judy Kinette December 24, 1959 340,423 Kinsmen Crest May 20, 1988 340,424 Kinette Crest May 20, 1988 340,425 Kinsmen May 20, 1988 * 340,676 Kinsmen crest May 20, 1988 * 341,120 Kinette crest June 3, 1988 * 343,814 Kinette August 12, 1988 * 345,508 Kinsmen September 30, 1988 345,509 Kinette September 30, 1988 124,460 Kinette November 29,1991 720,883 Raise the Flag June 9, 1995 (name and design) * certification mark The crest and name are further registered on the principal register of the United States patent office, registration number 674,749 registered February 24, 1959 under Serial number 37,613, filed September 23, 1957 and subsequently renewed. POLICIES AND PROCEDURES MANUAL - RULES OF ORDER, ELECTION, CONVENTION AND VOTING PROCEDURES 1. Purpose The purpose of the business portion of every Kinsmen, Kinette or Kin meeting is to ascertain the opinion of the club members on the items of business coming before the meeting. To understand the question and make an intelligent decision, discussion is necessary. Some order must exist, some control must be established and some rules laid down. The purpose of these Rules of Order is to save time, co-ordinate the discussion, allow all members the opportunity to enter into the discussion, and to keep discussion relevant. The following can be taken as those rules customarily followed by Kinsmen & Kinette Clubs of Canada/Les Clubs Kin du Canada. Any matter which is not hereinafter provided for may be referred to the national board of directors via the by-law review chair. 2. Address to the Chair The address to the chair shall be: "President . . . . . . .and fellow Kin", or if there be a nominee of the president presiding, "Chair . . . . . .and fellow Kin." In the interest of expediency, national officers, dignitaries and guests will be recognized upon their introduction only, and thereafter it shall not be necessary to address the chair otherwise than as herein before stipulated. 3. Motions One of the cardinal principles of parliamentary procedure is that without a motion and question there is no debate. There must be a defined subject before the meeting; otherwise there can be no questions or discussion, and all remarks are irrelevant. Before any question may be discussed at a meeting, it must be submitted in the form of a motion, which is moved by one member and seconded by another. (If possible, it should be submitted in writing to ensure accuracy.) The motion is then debatable and may be accepted, amended, withdrawn or rejected. When a motion has been adopted, it becomes a resolution. 4. Speaking to a Motion (1) Recognition by the Chair: Any member in good standing shall be permitted to speak only if and when he/she has been recognized by the chair, and all remarks shall be directed to the chair. (2) Gaining Recognition: In order to gain recognition, any member wishing to be heard shall, at a time when no other person recognized by the chair has the floor, stand and wait to be recognized, and such recognition shall not be withheld by the chair. (3) Speaking For or Against A Motion: When speaking to a motion, a member shall, before entering upon the substance of his remarks, state whether he/she is for or against the motion. (4) Limitations on Speaking: Any member who has spoken to a motion once shall not, without permission of the chair to be given or withheld at the sole discretion of the chair, speak again, except: (a) with leave of the chair in explanation of he/she previous remarks if misunderstood; (b) in the case of a mover or seconder only at the request of the chair to answer questions from the floor directed to the chair; (c) in the case of a mover only who may reply closing debate upon any substantive motion after others have had an opportunity of being heard, provided the mover specifically requests such privilege before previously yielding the floor, and further provided that prior to granting such privilege the chair shall call for any discussion. 5. Amendments Amendments to a motion may be proposed at any time during the discussion. No amendment may be entertained which has the effect of nullifying the main motion. Any amendment must be relevant to the subject matter of the motion and may amend it in only one of three ways: (1) by leaving out certain words; (2) by adding certain words; or (4) by deleting certain words and replacing them with others. 6. Number of Amendments In order that discussion may be confined within reasonable bounds, not more than two amendments may be before the meeting at one time. However, as soon as one amendment has been accepted or rejected, another may be proposed, provided, of course, it is different in purport from one already defeated. 7. Notice of Motion Advance notice of certain motions is sometimes required by the constitution or by-laws. In such cases, members must be advised, in writing, a prescribed number of days in advance of motions which are to be introduced. Generally, this applies in cases of important measures, such as revision of the constitution, or expenditures of large sums of money. Care should be taken to see that the notice is so phrased that, insofar as possible, the motion may be amended by the meeting. 8. Withdrawal of Motions General procedure permits withdrawal of a motion on consent of the mover and seconder. Amendments must first be withdrawn in reverse order, with the full consent of their sponsors. If either of these should refuse his/her consent, then the motion must stand. 9. Tabling Motions To table a motion or "lay on the table" is an American rule used extensively in Canada. A motion to table is not debatable and requires only a simple majority. If the motion is to table only until a particular time, it is debatable as to time only. If carried, the motion in question comes up automatically at the appointed time or, if indefinite as to time, it remains tabled until such time as another motion (not debatable) "that the former motion be now reconsidered" is carried. A simple majority only is required in this case. 10. Questions If a member wishes to ask a question or seeks clarification in respect of a subject then before the meeting, and may do so without interrupting another speaker, he/she shall, upon recognition, so state and shall not proceed further without leave of the chair, provided that in any event any such question shall be directed to the chair and shall not be used to discuss the merits of the subject then before the meeting. 11. Interruption of Speaker No member shall interrupt any other member who has been recognized by the chair and has the floor, except upon recognition by the chair upon a point of order, or a question of privilege. 12. Point of Order If a member feels that improper language has been used, an irrelevant argument introduced or a rule of procedure broken, he/she is entitled to "rise to a point of order” interrupting the speaker. The point of order must be stated definitely and concisely. The chair shall decide without debate, although he/she may ask opinions. He/she should not argue and should state his opinion authoritatively. His/her ruling may be appealed by the member. If so, the chair states his/her decision and the point of appeal, then puts the question (which is not debatable), "Shall the decision of the chair stand as the judgement of this meeting?" A simple majority determines the issue. This merely settles a point of procedure, and is not a vote of confidence in the chair. 13. Question of Privilege If a member feels that his/her own or the club’s or Association’s reputation or position is endangered, he/she is entitled to "raise a question of privilege." The procedure is the same as for a point of order. 14. Closing Debate Upon a reasonable opportunity for discussion of a motion, in the opinion of the chair, and when no other person is holding the floor, a motion may be made that "the question be now put", which motion is neither amendable or debatable; and if such motion is passed, the motion or amendment, as the case may be, shall be forthwith voted upon without further amendment or debate. 15. Voting on Motions & Amendments (1) Voting on motions and amendments is in the reverse order in which they are made: (a) on the amendment to the amendment; or the second amendment; (b) on the amendment; then (c) on the motion; or on the motion as amended. (NOTE: Carrying of the amendment does not carry the motion, and the motion as amended must be voted upon.) (2) If a member abstains from voting it means that the member has decided to not exercise his/her right to vote. It does not indicate either a yes or no vote on the question, but is simply "no vote." Abstentions do not affect the quorum requirements as set out in Article 12, Section 2 of the national by-laws. A quorum is required to consider a question; but all questions will be decided by a majority of those members present and voting unless otherwise provided for in the by-laws. 16. Deciding Vote Normally the chair does not vote, except in the case of a tie. He/she generally explains his reason for voting the way he/she does and customarily votes against a motion on the premise that, if half the members are opposed, the matter should not be forced upon them. Where voting is done by secret ballot and the chair has already voted, he/she will not, in the case of a tie, have a second or casting vote, and the question will be determined in the negative. 17. Similar Motions No motion or amendment, which is the same or substantially similar to a previous motion or amendment voted upon by the meeting may be put to the same meeting or any subsequent session thereof. 18. Reconsideration of a Motion A motion may be made to reconsider the vote on any other motion (except a motion to adjourn or to table) whether affirmative or negative, provided that such motion is made at the same meeting (including the next session of the same meeting) at which such other motion was voted upon. A simple majority is required and the motion to reconsider is not amendable, but is debatable if the motion, the vote of which is proposed to be reconsidered, was itself debatable. If the motion to reconsider is not made at the same meeting, and if it is made at another meeting in the same Kin year, a 2/3 majority of the members present is required. 19. Exception to Reconsideration Notwithstanding the foregoing, a motion to reconsider may not be put if the motion to which it is intended to apply has already been acted upon. 20. Order of Business The order of business shall be determined by or with the consent of the chair. The order of business (agenda) will preferably be circulated and approved as the first item of business. 21. Proceed to Next Order of Business A motion to proceed from the present to the next order of business is not debatable or amendable and, if carried, the present order of business shall be brought before the meeting after completion of the orders of business and before the meeting is finally adjourned. 22. Committee of the Whole A meeting may resolve itself into a "committee of the whole" during which time all members present act as a committee to consider a matter of business and the meeting, as such, is suspended during this time. The regular rules of order are not strictly applied, and the motions are limited to those which report to the meeting upon its resumption matters referred to the committee, or which resolve to revert from committee of the whole and resume the meeting. 23. Adjournment A motion to adjourn may be moved at any time. It is not debatable except if its intent is to adjourn to a time other than the next regular meeting time when discussion is permitted on that point only. The motion requires a simple majority and if passed, the meeting ends, if rejected, the meeting continues. The chair, at his/her discretion, may refuse to put a motion for adjournment if, in the opinion of the chair, the motion is offered for the purpose of obstructing the meeting, or will make impossible completion of the orders of business to be considered by the meeting before its final adjournment. PART I - ELECTION OF NATIONAL OFFICERSSection 1 - Nomination & Election of National Presidents’ Committee & National Vice-Presidents’ Committee (1) A national presidents’ committee and a national vice-presidents’ committee is elected at each national convention. (2) A national presidents’ committee is comprised, at minimum, of a national Kinsmen president and a national Kinette president, and two national directors, one Kinsmen and one Kinette. (3) A national vice-presidents’ committee is comprised, at minimum, of a national Kinsmen vice-president and a national Kinette vice-president, and two national vice directors, one Kinsmen and one Kinette. (4) Specifics about the proper nomination processes for the national presidents' and vice-presidents’ committees and campaigning policies are available from the national headquarters. (5) Voting is by secret ballot, except for a nominee group that is unopposed. (6) A majority of the votes cast will elect the national presidents’ and vice-presidents’ committees. (7) The national presidents’ committee is voted on first, followed by the national vice-presidents’ committee. (8) The committee on credentials and elections oversees the election process, reports the results and the chair of the committee destroys the ballots. Section 2 - Vacancies in Office (1) If no candidates run for the national presidents’ committee at national convention, the national board appoints a committee to fill the vacancy. (2) If no candidates run for the vice-presidents’ committees at national convention, the national board extends an invitation to the membership to consider an appointment to the position. If no candidates come forward, the national board appoints a committee to fill the vacancy. (3) If a vacancy of office of national president occurs between national conventions, the national board of directors elects a national president for the unexpired term. (4) If a vacancy of office of national vice-president occurs between national conventions, the national board of directors elects a vice president for the unexpired term. (5) If a vacancy of office of a national director or vice director occurs between national conventions, the national executive committee selects a candidate to fill this position for the duration of the term. (6) If a vacancy of office of an Association director occurs between terms of office, districts are required to fill the vacancy until the completion of the current term and the national board ratifies the appointment. PART II - ELECTION OF DISTRICT OFFICERSSection 1 - Nomination & Election of district Kinsmen governor, vice district Kinsmen governor, district Kinette governor, vice district Kinette governor and Association director as it applies to district structure. (1) Elections for these positions take place at the annual district convention. (2) Specifics about the proper nominations processes for these elections, exact positions available in addition to minimum requirements and procedures if vacancies occur in any position other than governors, are available from the district. Section 2 - Vacancies in Office (1) If no candidates run for a governor’s position at district convention, or if a vacancy occurs during a governor's term of office, the national executive committee shall appoint a district Kinsmen governor and/or district Kinette governor who possesses the qualifications to fill the office for the required term. PART III - ELECTION OF CLUB OFFICERSSection 1 - Election of Club Officers Annually, clubs elect their officers for the next Kin year by May 15th or not later than the date of the district convention or district spring council meeting to be held that year. Section 2 - Nominations Clubs outline in their house rules the date, time, location, procedure and order by which the elections will take place and which are consistent with any district or national requirements. Section 3 - Vacancy If a vacancy occurs in any office for any cause, the club executive may appoint an officer to fill the vacancy for the duration of the term or until a special election can be held to fill the position PART IV - CONVENTION PROCEDURE Section 1 - Convention Procedure (1) At the commencement of the convention the chair shall announce the names of the members of the following committees: Credentials and Elections, Rules of Order and a Sergeant-at-Arms and shall call upon the chair of each committee to present his/her report. (2) No business shall be transacted at any meeting during the convention unless a quorum is present. (3) A quorum shall consist of 2/3 of the accredited delegates and accredited delegates-at-large at a convention. (4) All questions put to any meeting at a national or district convention shall be voted upon and decided by a show of hands and no proxy vote shall be allowed unless before the next item of business is proceeded with and notwithstanding the taking of a vote by a show of hands, a poll or ballot vote is requested by: (a) in the case of a national convention: (i) any district governor and in the case of inability to attend the convention, by a governor-elect of such district; (ii) any five deputy governors; or, (iii) any 10 accredited delegates or accredited delegates-at-large, in which event a poll or ballot vote, as the case may be, shall be taken. (b) in the case of a district convention: (i) the district Kinsmen governor/district Kinette governor; (ii) at least two Kinsmen deputy governors/Kinette deputy governors; or (iii) at least 10 accredited delegates or delegates-at-large. (5) A poll vote shall be deemed to mean a recorded vote of the accredited delegates and accredited delegates-at-large, each of whom shall be allowed to exercise his/her vote as well as the proxied votes which he/she carries. (6) A ballot vote shall be deemed to mean a secret vote of the accredited delegates and accredited delegates-at-large, each of whom shall be allowed to exercise his/her own vote as well as the proxied votes which he/she carries. (7) A poll or a ballot vote shall be conducted in such manner as shall be decided upon by the committee on credentials and elections. (8) Unless otherwise provided in the constitution or these national by-laws, a majority of all the votes cast shall decide a question that has been put to a meeting. Section 2 - Voting (1) The chair shall vote only in the event of a tie upon any question that can be determined in the affirmative or negative. If, in the event of a tie, the chair declines to vote, the question shall be determined in the negative. (2) The preceding sub-section does not apply in the election of officers, when in the event of a tie, the chair may have a second vote. Section 3 - Duties of Convention Committees (1) Committee on Credentials and Elections: this committee shall: (a) peruse all delegate certificates and proxy forms filed in pursuance to the provisions of this article and shall decide who are delegates, accredited delegates and accredited delegates-at-large and the number of votes that each is entitled to exercise; (b) have general charge of all ballot and poll votes and of distributing and counting all ballots cast during a ballot vote; (c) have general charge of all elections and of distributing and counting the ballots cast thereat. (2) Committee on Rules of Order: subject to Section 1 hereof, and to Article 14 of the constitution and Article 10 of these national by-laws, this committee shall prepare and present to the convention for its adoption a set of procedural rules to be followed at the business meeting of the convention. (3) Sergeant-at-Arms: he/she shall take such steps as he/she deems advisable to ensure the prompt attendance of accredited delegates and accredited delegates-at-large at the business sessions of the convention and shall maintain peace and order thereat. (4) Decision not final: any decision made by the committee on credentials and elections, or the committee on rules of order may be appealed, on a point of order, to the accredited delegates and accredited delegates-at-large assembled for a business meeting during the convention. PART V - VOTERS Section 1 - Delegates (1) Number of delegate votes: Each club shall be entitled at each national convention and district convention to be represented by: (a) two delegate votes if its official membership is four or less; (b) three delegate votes if its official membership is five or more, but less than 10; (c) four delegate votes if its official membership is 10 or more, but less than 15; (d) five delegate votes if its official membership is 15 or more, but less than 20; (e) six delegate votes if its official membership is 20 or more, but less than 29; (f) seven delegate votes if its official membership is 29 or more, but less than 41; (g) eight delegate votes if its official membership is 41 or more, but less than 56; (h) nine delegate votes if its official membership is 56 or more, but less than 76; (i) 10 delegate votes if its official membership is 76 or more; (2) Delegate privileges: (a) a delegate, as defined in Sub-Section (3) of this Section, shall be entitled to all of his/her votes if he/she becomes an accredited delegate, or; (b) a delegate who is not an accredited delegate shall be deemed to have abstained his/her votes, unless the delegate has proxied his/her votes as described in Sub-Section (5). (3) Definition of a delegate: A person shall be deemed to be a delegate if he/she: (a) has been duly appointed a delegate of his/her club at a regularly constituted meeting or executive meeting of his/her club, and; (b) is an active or life member in good standing of such club as defined in Part II of the national by-laws. (4) Definition of an accredited delegate: An accredited delegate at a convention is: (a) a delegate who has presented himself/herself for registration at the credentials desk at the national convention. (5) Proxying votes: (a) A delegate may proxy his/her votes to: (i) another delegate of his/her own club or any club located in the district to which such delegate belongs, or; (ii) an incoming or outgoing deputy governor, or; (iii) a incoming or outgoing district governor, of the district in which such delegate's club is located, or; (iv) any member of the national executive committee. (b) A person mentioned in Sub-Section (5) Paragraph (a) hereof shall be deemed to carry the proxied votes of a delegate if, there is filed with the credentials committee, before the convention or at any time during the convention, a delegate proxy form duly signed by the president and secretary of the club proxying the delegate votes. Section 2 - Delegates-at-Large (1) The following persons shall be delegates-at-large subject to being an active or life member of a club. (a) National Convention: the outgoing and incoming national board of directors, past national presidents, the outgoing and incoming governors, and the outgoing Kinsmen and Kinette deputy governors of various zones of the districts of the Association registered and in attendance. (b) District Convention: the officers of the district, each past national president and each past governor of that district. (c) Zone Conferences: the current deputy governor and any other current elected zone officer. (2) A delegate-at-large shall be entitled to one vote at the convention upon becoming an accredited delegate-at-large. (3) An accredited delegate-at-large is a delegate-at-large who has presented himself/herself for registration at the convention. (4) A delegate-at-large shall not be entitled to proxy his/her vote. Section 3 - Segregated Fall Leadership Meetings At segregated fall leadership meetings held in some districts the following definitions will serve as the voting procedures for the meeting and the interpretation of a delegate and delegate-at-large. (1) The delegates for the conference shall be the members of the respective district council and a representative from each club, duly appointed at a club executive meeting (usually the president). (2) Any member of the district council or delegate at a fall leadership who is unable to attend any meeting may proxy his/her vote to any active or life member in good standing, as defined in Article 15 of the national by-laws, of his club by completing a proxy form as follows: "I ......... a member of the district council and/or the district am unable to attend the district fall leadership conference meeting to be held on the ...... day of 2…..... and hereby proxy my vote to .......... "and by causing such proxy form duly completed, to be filed with the district secretary at any time prior to or during the conference. (3) The following persons shall be delegates-at-large at a segregated fall leadership conference, subject to being an active or life member of a club in the district and further subject to being a member whose gender coincides with the specific gender to fall leadership conference is being held for: (i) the officers of the district; (ii) each past national president of that district; (iii) each past district governor of that district.; (4) The chair of the segregated fall leadership conference shall be the district Kinsmen governor for Kinsmen FLC and the district Kinette governor for Kinette FLC. NATIONAL POLICIES OF THE ASSOCIATION POLICY #1: Awards Appeals1. If a member has made application for an individual award, and that application, for any reason, has been returned unprocessed and/or rejected, the member may appeal the non-granting of the award to the national executive committee. 2. In order to be considered, a) the appeal must be forwarded to the executive director of Kinsmen & Kinette Clubs of Canada no later than 75 calendar days from the date when the rejection was received by the member. b) unless shown otherwise, the rejection is considered to have been received by the member 10 calendar days from the date of the letter/notice of rejection. 3). Only one appeal per rejected award will be entertained and the decision of the national executive committee is final and non-appealable. POLICY #2: National Program/ProjectsThe national board of directors can, from time to time, recommend the membership’s consideration of undertaking national programs or projects that further the work of the Association, providing those programs or projects meet specific criteria. National program/project criteria is available from national headquarters. POLICY #3: Direct Advertising Access to ClubsOnly “Gold Package" advertisers in KIN Mag are allowed access (restricted) to local clubs. Specifics about this access are available from national headquarters. POLICY #4: Kin Sales Policiesa) All CLUB AND INDIVIDUAL MEMBER orders must be prepaid or accompanied with a credit card number for payment within 30 days. Clubs with accounts not paid in full within 30 days will be placed Not in Good Standing. b) Each district executive nominates one person permitted to purchase orders for the district. c) Kin Sales notifies all incoming district governors in July and in writing of any outstanding balances of the previous district executive. POLICY #5: Minute & Correspondence Circulation Policya) Executive Committee and Board of Directors' Minutes (within 30 days) National board of directors District Governors and Vice Governors b) Standing and Special Committee Minutes (within 30 days) National board of directors Members of that committee Each standing committee chair Executive Director c) District Executive Committee, VICE COMMITTEE and Council Minutes (within 30 days) National Presidents AND VICE PRESIDENTS Each member of the Vice Committee Executive Director Association Director for that district POLICY #6: National Vice President Campaign GuidelinesAll candidates for national vice presidents must abide by pre-established guidelines. These will be forwarded on request to interested candidates and will be automatically forwarded to all declared candidates. POLICY #7: Use of exotic dancers &/or personnel at Kin functionsThe Association will not promote, encourage or condone any member club or individual member who, in the name of Kin, hires exotic dancers and/or personnel (male or female) for fundraising or social functions. It shall be the responsibility of the national board of directors to discourage this type of activity. POLICY #8: Release of bilingual materialsAll publications shall be released from National Headquarters only when they are available in both official languages of the Association; with the following exceptions: a) When responding in the normal course to unilingual correspondence from an individual person/party/club. b) Correspondence and other matters in the normal course destined for an individual person/club. c) Minutes of national board or committee meetings (unless there is at least one unilingual francophone member on the board of directors or a standing committee). d) Miscellaneous correspondence destined for board members and standing committee members (unless there is at least one unilingual francophone member on the board of directors or a standing committee). e) Information of an emergency nature (e.g. National Disaster Fund request), where speed is essential. POLICY #9: Intent of ResolutionsAll resolutions submitted for consideration at zone, district and national conventions will include a brief section of “Intent” following the final “Therefore Be It Resolved”. POLICY #10: Amending ResolutionsAny changes made to resolutions (prior to the resolution reaching the floor of national convention) that have duly passed at club, zone or district level can only be made with the consent of the originator of the motion. POLICY #11: Clubs Undertaking Major Fundraising ActivitiesTo ensure, in as much as possible, the viability and success of a major fundraising venture or activity and to limit the potential negative impact on the Association, its member clubs and beneficiaries, should same fail, the Association adopts the following policy as a guide to all member clubs undertaking such events: 1) No such fundraising venture or activity should be conducted unless the club has: a) in as much as possible, conducted a needs assessment and/or market survey of the community to gauge the acceptance and viability of the activity; b) the necessary expertise within its membership (or any partner group with which it may be associated) to effectively promote, market and deliver the planned activity or, in the alternative, has engaged the services of a proven and reliable professional to effectively promote, market and deliver the planned activity; c) developed a sound business plan for the activity; or d) secured the necessary financial resources to meet all anticipated capital and/or short-term operating expenses related to the event; or e) through or with any partner group with which it may be associated, the necessary complement of “person power” required for all directly related committee and all necessary volunteer positions; f) examined, weighed and evaluated the potential liability to the club, its members, its partners and beneficiaries and has concluded, on the balance, that such activity is in the best interest of all parties; g) developed a contingency plan for less than expected returns from the activity, including but not restricted to the securing of an insurance policy to guarantee payment to creditors for prizes and/or benefits which may be offered in the activity; h) developed a contingency plan to deal with any potential negative media impact on the Association, the club, its members, its partners and beneficiaries; i) made to the club membership, preferably at a special meeting, a full presentation of all facets of the proposed fundraising activity and has received the endorsement and commitment of a significant majority of the said membership to participate in and conduct such activity; and j) done all other necessary things in aid of ensuring, in as much as possible, a successful activity. 2) Each club that undertakes a major fundraising activity should have due regard to the provisions of the National By-laws pertaining to the infringement of “territorial limits” in regards to advertising and to ensure that all other clubs which may be affected are consulted and consent, if necessary, to the planned activity. 3) Each club that undertakes a major fundraising activity should, as a matter of courtesy, keep the Association and all clubs situated within its vicinity apprised of the progress of the activity. This will facilitate open communication and allow the Association as a whole to take advantage of the positive impact of such an activity. 4) At all times and in all matter relating to the activity, the name of the Association and Kin, in general, should be portrayed in a positive manner. OFFICERS (DUTIES) & COMMITTEES Section 1 - NATIONAL Specific duties, position descriptions and terms of office for members of the national board of directors are outlined in the “National Board Handbook”. Terms of reference for the national board, standing committees, and for the Hal Rogers Endowment Fund are included. Section 2 - DISTRICT Each district ensures that specific duties, position descriptions and terms of office for district officers are provided to those individuals in written form and are generally consistent with those found in the “Best Practices Guide for Districts”. Terms of reference for various standing and/or ad hoc committees or functions are also be provided in written format. Section 3 - CLUB Each club ensures that specific duties, position descriptions and terms of office for club officers are provided to those individuals in written form and are generally consistent with those found in the “Best Practices Guide for Clubs”. Terms of reference for various standing and/or ad hoc committees or functions are also be provided in written format. ADMINISTRATION OF THE ASSOCIATION PART I - NATIONALSection 1 - Meetings of National Board of Directors Particulars regarding timing and logistics of meetings of the national board of directors are outlined in the National Board Handbook. At minimum, the board will meet semi-annually AT A TIME AND IN A FORMAT AS DETERMINED BY THE BOARD. Section 2 - Special Meetings of the Association The national president, on the written request of three district councils, can call a special meeting of the Association. The purpose and objects of the special meeting must be provided in writing and at least 30 days written notice must be forwarded to each club president along with an outline of the purpose of the meeting. PART II - DISTRICT ADMINISTRATIONSection 1 - District Board of Directors Particulars regarding timing and logistics of district board meetings are outlined in the district by-laws which are in addition to the guidelines it needs to operate in accordance as a member of the structure of the Kinsmen & Kinette Clubs of Canada. At minimum, the district board should meet semi-annually. PART III - CLUB ADMINISTRATIONSection 1 – By-Laws and House Rules A club outlines, either in its by-laws or its house rules, all the guidelines it needs to operate in accordance with legislative requirements of incorporated bodies and as a member of the Kinsmen & Kinette Clubs of Canada. These guidelines may include, but are not limited to: club composition; meetings, service; finance; member recruitment, resignation, transfer or withdrawal; guests; communications; awards; leave of absence; discipline; membership requirements; public relations; and/or other areas necessary to the successful operation of the club. NATIONAL COMPREHENSIVE LIABILITY INSURANCE The Association has a comprehensive Liability Insurance Policy that covers all clubs, including their associates, in case they are found liable by the public. It is not an accident policy for Kinsmen/Kinettes. It does provide up to $5 million of basic insurance for injury to persons or damage to property of others, as a result of any Kinsmen/Kinette operation. Each club president is mailed a pamphlet outlining the coverage, a claims procedure sheet and a standard waiver of liability form. Contact National Headquarters for additional information. COMPREHENSIVE LIABILITY INSURANCE RESUMÉ At no time should a club admit responsibility of liability. Claimants should be advised that the matter is referred to the insurers and they will be contacted in due course. This résumé is intended to provide a basic description of the protection afforded. However, any claim that occurs will be subject to the terms and conditions of the actual policy wording on file at National Headquarters. The basic insurance is designed to protect members and clubs in case of law suits resulting from bodily injury and property damage to third parties. Coverage at a limit of $5,000,000 is provided under a form of wording which is specifically designed to cover club operations. Members are encouraged to contact national headquarters and/or the national insurance carrier for specific coverage as it applies to their situations. For Claims, Procedures, or Information, CONTACT Aon Reed Stenhouse Inc., Attn.: Lynn Watson One London Place, Suite 1400, 255 Queens Avenue London, ON N6A 5R8 Phone: (519) 433-3441, Toll Free: 1 (800) 265-1231 Fax: (519) 672-3425, E-mail: lynn_watson@reed.aon.ca With enactment of these documents at the 2000 National Convention, districts, zones and clubs will amend any respective by-laws, policies and/or procedures or house rules as per the following transitional provisions: 1) a) Clubs and Zones in the Association have until the close of business of their spring zone conference/convention to enact by-laws, and/or house rules or regulatiopns that conform to the new provisions. b) Districts in the Association have until close of business at their 2001 Spring District Convention to enact by-laws, and/or house rules or regulatiopns that conform to the new provisions. c) "Transition Period" is defined for these purposes as follows: i) for clubs and zones , the period from the close of business at national convention 2000 to the close of business at their respective 2001 Spring Zone conference/convention; and ii) for districts, the priod from the close of business at the national convention 2000 to the close of business at each district's 2001 Spring District convention. 2) Following the enactment of these new provisions at the 2000 national Convention and during the Transition period, Districts, Zones and Clubs are empowered to make or enact decisions that may be needed to give full effect to the new provisions and which support those existing District, Zone or Club By-laws and/or house rules or regulations that are not inconsistent with the new provisions. |
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