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Section 1: Role of the Board. The Board of Directors is responsible for the overall policy and direction of the Corporation. The Board shall provide for the raising of all monies required by the Corporation for administrative and project purposes and shall appropriate funds from time to time to each project of the Corporation and may appropriate funds to any other corporation or institution having objectives similar to those of the Corporation.

Section 2: Size and Composition of the Board. The Board shall consist of eleven (11) Lion members (also referred to as Directors or Board members) in good standing, with representation as prescribed in Sections 2.1 and 2.2 plus Ex-Officio members per Section 2.3.

Section 2.1: Of the eleven (11) Board members, there shall be six (6) Board members, with two (2) Board members elected to represent each of

Section 2.1.1 North, Central, and South Divisions of the District. Nominally, there will be no more than one Board member representing any Division elected in any one year, thereby supporting staggered terms of office among the Board members.

Section 2.1.1: Divisions of the District. There shall be three (3) Divisions of the District for purposes of representation on the LOEB Board, with each identified by and consisting of the following counties: North: Collin, Cooke, Denton, Grayson, and Wise. Central: Tarrant. South: Johnson, Hood, Parker, and Somervell.

Section 2.2: There shall be five (5) Board members elected to occupy "At Large" positions. "At Large" Board members represent the entire District, rather than a particular geographical Division. "At Large" Board members shall be elected whenever and in like manner of Section 8.2 Election to Fill Expired Terms and Section 8.3 Election to Fill Unexpired Terms, and respective subsections that follow. Nominally, to promote staggered terms, at least one and in two of three years two "At Large" Board member should be elected to the Board for a full term of office during a given Lions year.

Section 2.3: Ex-Officio members shall include the immediate Past District Governor, the present District Governor, and the present Vice District Governor(s) of Lions District 2-E2. Ex-Officio members serve in an advisory capacity and have no voting privileges.

Section 2.4: Board composition shall be limited such that there are no more than two (2) members from the same club and no more than one (1) member from any one family serving at any given time.

Section 3: Compensation. The Board Directors receive no compensation other than reasonable expenses.

Section 4: Regular Meetings. The Board shall meet monthly at an agreed upon time and location. Robert's Rules of Order will govern procedures of the meeting. The meeting location and time shall be posted on the Board's web site.

Section 5: Special Meetings. A Special Meeting of the Board shall be called on request of the President or any three members of the Board. 3

Section 6: Notice of Meetings. Each Board member shall receive notice of an impending regularly scheduled meeting by written or electronic means no later than two (2) days in advance thereof. Board members shall receive written or electronic notice of a Special Meeting no later than five (5) days in advance thereof.

Section 7: Quorum. A quorum consisting of at least fifty percent (50%) of the Board members must be present before business can be transacted or motions made or passed. In the absence of a quorum, the presiding officer shall not call a meeting to order or, in the case of a meeting in progress, shall restrict the meeting to non-business matters (including adjournment) until such time that a quorum once again is in attendance.

Section 8: Election of Board Directors. Election of new Board members to fill expired terms or re-election of current Board members to a second term shall occur in conjunction with other District elections held at the annual Convention.

Section 8.1: Directors of the Lions Organ & Eye Bank of District 2-E2 shall be elected in accordance with the By-Laws or amendments thereto of District 2-E2. The election and the time of same shall be consistent with the Constitution and By-Laws of Lions Clubs International. All voting delegates to the Convention from individual Lions Clubs of District 2-E2 shall cast ballots for all open positions for LOEB Directors in the same manner of the election of the District Governor, irrespective of the ARTICLE IV, Section 2.1.1 Divisions they represent.

Section 8.2: Election to Fill Expired Terms. Candidates seeking to fill vacancies on the Board resulting from expired terms and having membership (active) and good standing in a club within their respective Divisions shall file for election or re-election, as the case may be, to represent their Division or to fill an "At Large" position, as prescribed herein.

Section 8.2.1: Subject to the provisos of Section 2.4, any Lion of District 2-E2 in good standing and having a written endorsement from his/her local Lions Club is eligible to seek election or re-election to the Board of Directors. For a Lion to be placed on the ballot, his/her Club endorsement must be presented to the District Governor no less than thirty (30) days prior to the District Convention.

Section 8.2.2: At the time of District Convention elections, a vacancy within a Division shall have been noted on the ballot with the names of all eligible candidates who have filed for that position. The candidate on the ballot receiving the most votes is elected to be a Director of the LOEB representing that Division.

Section 8.2.3 At the time of District Convention elections, each vacancy within any of the "At Large" positions shall have been noted on the ballot with the names of all eligible candidates who have filed for any "At Large" position. Each ballot that is cast may have vote(s) for as many "At Large" candidates as there are "At Large" vacancies. The "At Large" candidate(s) on the ballot receiving the most (and second most and so on) votes is(are) elected to be "At Large" Director(s) of the LOEB.

Section 8.3: Election to Fill Unexpired Terms. A candidate seeking to fill a vacated, unexpired position on the Board and representing its respective Division thereof or a candidate seeking to fill a vacated, unexpired "At Large" position on the Board shall be elected by the Board as prescribed herein. 4

Section 8.3.1: Subject to the provisos of Section 2.4, any Lion of District 2-E2 in good standing and having a written endorsement from his/her local Lions Club is eligible to seek election to an unexpired term by the Board of Directors.

Section 8.3.2: Candidates shall indicate their desire to become a Director by attending two (2) Board meetings over the course of a three (3) month period.

Section 8.3.3: An endorsement from his/her Club must be presented to the Board President no less than ten (10) days prior to a vote by the Board to elect.

Section 8.3.4: The vote of the Board shall occur on the nominee's third visit and in his/her absence.

Section 9: Terms of Office. A Director elected at the District Convention shall serve for a period of three (3) complete Lions years. A Director may be re-elected to a second three (3) year Lions term. A Director elected by Board action to fill a vacated position shall serve for the balance of the un-expired term, which may be as much as three years (see appointed "At Large" positions Section 2.2). Thereafter, he/she may file for re-election per Section 8.2.

Section 9.1: All Directors, including those in "At Large" positions, shall serve no more than two consecutive terms of three (3) complete Lions years. A Lion who was elected to complete an unexpired term shall be entitled to run for two consecutive terms after completion of the prior unexpired term.

Section 9.2: After serving two consecutive elected terms, any ex-Director may seek re-election to a full or partial term after a one (1) year vacancy from the Board.

Section 10: Removal of Directors. A Board member may be discharged for three absences from regular Board meetings within a 6 month period.

Section 10.1: Any Director who violates any of the rules or purposes of the Corporation or so conducts himself or herself in or out of the Corporation such that his or her continued membership on the Board is deemed by the Board of Directors to be a detriment to the Corporation may be removed from the position by a two-thirds vote of the Board of Directors.

Section 10.2: Any Director being so discharged per Section 10 or 10.1 shall be given ten (10) days notice in writing of such pending action and shall be given an opportunity to appear before the Board in person or by attorney on his or her behalf.

Section 10.3: Directors discharged from the Board shall have no right to appeal.

Section 11: Resignations. Resignation from the Board must be in writing and received by the President or Secretary.