ByLaws

The Lions Organ and Eye Bank Bylaws that govern operation of that entity were revised at the bylawsApril 12, 2014 Lions Organ and Eye Bank Annual Meeting, held in conjunction with the District Convention, April 2014.
Sincerely,
\Charles Bethards\ 
 
 



LIONS ORGAN and EYE BANK of DISTRICT 2-E2, INC.

BY-LAWS

ARTICLE I
NAME AND PURPOSE

Section 1: Name. The name of the Corporation shall be the Lions Organ and Eye Bank of District 2-E2, Inc., also referred to herein as the LOEB.

Section 2: Purpose. The Lions Organ and Eye Bank of District 2-E2, Inc. is organized to promote the conservation, restoration, and transplantation of human organs and eyes; and the prevention, treatment, and research of blindness and diabetes.



ARTICLE II
OFFICES
The offices of the Corporation shall be in the city of Ft. Worth, county of Tarrant, state of Texas.



ARTICLE III
MEMBERSHIP

Section 1: Regular Members. All Lions of District 2-E2 in good standing shall be "Regular" members of the Corporation.

 Section 2: Other Members. Individuals, organizations, or groups, whether incorporated or not, may apply for membership in the Corporation. Membership shall be granted on a majority approval vote by the Board of Directors.

Section 3: Voting privileges. Each "Regular" or "Other" member as defined herein, if present, is entitled to one vote on each issue brought forward at the Annual Meeting of the LOEB.

Section 4: Honorary Members. Honorary memberships may be offered to any citizen of the United States, its possessions, or Canada who has rendered extraordinary, meritorious service to the Corporation or who has accomplished results worthy of recognition in the Corporation's field of work.

Section 4.1: Honorary memberships require a two-thirds vote of the Board of Directors to be granted.

Section 4.2: Honorary members shall have no voting privileges and shall not be required to pay dues to the Corporation.

Section 5: Length of Membership. Membership in the Corporation as granted by ARTICLE III, Sections 1, 2, and 4 shall remain for those who continue to be in good standing or for the duration of the Corporation, whichever is less. 



ARTICLE IV
BOARD OF DIRECTORS

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.



ARTICLE V
OFFICERS

Section 1: Officer Positions. There shall be five (5) officers of the Board, constituting the Executive Committee, and consisting of a President, First Vice President, Second Vice President, Secretary, and Treasurer. The First Vice President, Second Vice President or Secretary may also be Treasurer, if necessary. 5

Section 2: Election of Officers. The officers shall be elected by the Board at the first Board meeting after the Annual meeting or at the first Board meeting after the resignation of an officer.

Section 3: Length of Office. Officers shall hold their respective offices from July 1 through June 30 of the following year.

Section 4: Officer Duties. The President shall convene and preside over each Board meeting. In his/her absence the next highest ranking officer present from the following order shall do so: First Vice-President, Second Vice-President, Secretary, and Treasurer.

Section 4.1: The President shall see that the officers fulfill the Board's instructions, and that nothing is done without the Board's authority. The President shall serve for no more than one term but, with one year intervening, s/he may again be elected to the Presidency.

Section 4.2: The First Vice-President shall serve as the Diabetes Awareness Chairman and, in the absence of the President, shall perform the duties and exercise the powers of the President and shall have such powers and perform such duties as usually pertain to that office or as required by the Board of Directors.

Section 4.3: The Second Vice-President shall serve as the White Cane Chairman and shall fulfill the role of President if the President and the First Vice-President are unable to fulfill their positions.

Section 4.4: The Secretary shall be responsible for keeping records of Board action, including the taking of minutes at all Board meetings; sending out meeting announcements; distributing copies of minutes and the agenda to each Board member at least two (2) days before the next meeting via U.S. mail or e-mail; and assuring that corporate records are maintained. The secretary may sign such instruments as required of the Secretary by the Board of Directors or the Executive Committee, if any. 

Section 4.5: The Treasurer shall have the care and custody of all funds and securities of the Corporation and deposit same in the name of the Corporation in such banking institution or institutions as the Directors may designate. The Treasurer shall make a report at each Board meeting, shall chair the finance committee, assist in the preparations of the budget, and make financial information available to the Board. The Treasurer, and such other persons as the Board may designate, shall be bonded in such amount as the Board of Directors may require; the cost of such bonds to be borne by the Corporation. The Treasurer or other officers shall not disburse funds unless previously authorized by the Board of Directors. The Treasurer shall be the Registered Agent of the Corporation and shall notify the Secretary of State of such. The Treasurer shall prepare a financial statement for presentation at District Cabinet meetings and shall annually file IRS Form 990 as required.

Section 5: Signature Authority. The Board of Directors or Executive Committee shall designate the person or persons who shall sign all checks, drafts, notes, orders for payment of money, and any other instruments as may be approved by the Board. All checks, drafts, notes, and orders for payment of money shall require two signatures. Designated persons shall have the authority to sign checks, drafts, notes, and orders for the business transaction of the Board.



ARTICLE VI
COMMITTEES

Section 1: Establishment of Committees. The Board may create committees. The Board President shall appoint and outline the duties and objectives of each committee and shall appoint the Chair of each committee. The Chair of each committee shall appoint such members of the Corporation as s/he 6 desires to be members of the respective committee/s. The President shall serve as ex-officio member of each committee approved by the Board.

Section 2: Term of Office. Each member of a committee shall continue to serve on the committee until the next annual meeting of the Corporation or until the committee is terminated.

Section 3: Special Committees. (Deleted) Section 3: Executive Committee. The officers of the Board of Directors shall serve as the Executive Committee.

Section 3.1: The Executive Committee may exercise all the powers of the Board during intervals between the meetings of the Board except as to such matters as require a vote by the Board.

Section 3.2: The Executive Committee may establish its own procedures provided the procedures are not in conflict with the By-Laws of the Corporation and have been approved by the Board.

Section 3.3: Executive Committee members may be designated and authorized to sign checks, drafts, notes, and orders for payment of money. The Board of Directors shall authorize any and all funds prior to disbursement of funds.



ARTICLE VII
ANNUAL MEETING

Section 1: Meetings. The regular annual meeting of the Corporation shall be held at the Lions District 2-E2 Convention. The Board of Directors shall publish an announcement to the District. Robert's Rules of Order will govern the proceedings of the meeting.

Section 2: Fiscal Year. The fiscal year shall extend from July 1 through June 30 of the subsequent year.

Section 3: Voting Delegates. Members of the Corporation that are present at the annual meeting may vote. A majority vote of those present may decide any question that is properly presented to them. No member shall be allowed to vote by proxy.



ARTICLE VIII
GOVERNING DOCUMENT OF ENDOWMENT FUNDS

Section 1: Monies or Properties. Those received to establish and grow an endowment fund shall be maintained in a separate account from the general funds of the Lions Organ and Eye Bank.

Section 2: Funds. Shall be invested or deposited in such account/s as the Board of Directors considers prudent and as allowed by the By-Laws of the Corporation.

Section 3: New Account. A 75% vote of the Board of Directors shall be required to transfer the endowment fund or any portion of the endowment fund to any financial institution to establish a new account.

Section 4: Access of Funds. Access to the endowment funds shall be strictly limited. Only the interest income should be transferred if needed to the general funds. The transfer, or release, of any part of the principal funds shall require a seventy-five (75%) vote of the Board of Directors. No part of the interest or principal shall be issued for purposes other than those of the Lions Organ and Eye Bank of District 2-E2, Inc., except as provided in the case of dissolution of the corporation. 7



ARTICLE IX
BOOKS AND RECORDS

Section 1: Required Books and Records. The Corporation shall keep correct and complete books and records of accounts. The Corporation's books and records shall include: a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Articles of Incorporation and any Articles of Amendment. b) A copy of the By-laws and any amended versions or amendments to the By-laws. c) Minutes of the proceedings of the Board of Directors and committees having the authority of the Board of Directors. d) A list of the names and addresses of the Directors, Officers, and Executive Committee members of the Board of Directors. e) A financial statement showing the income and expenses of the Corporation for the three (3) most recent fiscal years. f) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three (3) most recent fiscal years. g) All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status. h) The Corporation's federal income tax returns and state and local information for each of the Corporation's three (3) most recent tax years.

Section 2: Inspection and Copying. Copies of these records may be examined by any member of the Lions Organ and Eye Bank of District 2-E2, Inc. upon request. Copies of records shall be paid at the individual's own expense.

Section 3: Audit. The financial records of the Corporation shall be critically examined by an independent professional knowledgeable in such matters on an annual basis.



ARTICLE X
ADOPTION

Upon the approval and adoption of these By-laws by the members of the Corporation at the Annual Meeting, all previous By-laws are hereby repealed.



ARTICLE XI
AMENDMENTS

Section 1: Amended. The By-laws may be altered or amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments or changes to the By-laws must be submitted to the Secretary to be sent with regular Board announcements to each Board member and presented to the Board at the next regular Board meeting. A vote on any By-law changes will occur at the meeting following the presentation of such changes.

Section 2: Repeal. The Board may propose the repeal of any By-laws at any meeting of the Board. A vote on any By-law changes will occur at the meeting following the presentation of such changes.

Section 3: Major Changes. Major changes to the By-laws shall be presented to the members for a vote at the Annual Meeting.



ARTICLE XII
COMPLIANCE WITH FEDERAL STATUTES 8

Notwithstanding any other provision of the By-laws, this organization shall not conduct or carry on any activity not permitted to be conducted or carried on by any organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be amended, or by any organization, contributions to which are deductible under Section 170(c)(2) of such code and regulations as they now exist or as they may hereafter be amended.



ARTICLE XIII
DISSOLUTION

Section 1: Transfer of assets. In accordance with the Articles of Incorporation and the amendments thereto, in the event this organization ceases to exist, all of the assets remaining shall be transferred to the Texas Lions Camp, provided that it is in existence and a qualified 501(c)(3) organization in accordance with the Internal Revenue Code. In the event the Texas Lions Camp is not in existence or is not in compliance with 501(c)(3) of the Internal Revenue Code at the time of such dissolution, the Board of Directors of the corporation, by majority vote, shall select a Lions organization exempt under the Internal Revenue Code 501(c)(3) to receive all assets of the Lions Organ and Eye Bank of District 2-E2, Inc. Under no circumstances shall any of the Corporation's assets ever be transferred, conveyed, received by, or inure to the benefit of any individual.

Section 2: Transfer of Endowment Fund. In the event of dissolution of the Lions Organ and Eye Bank of District 2-E2, Inc., the endowment funds, Lions Organ and Eye Bank of District 2-E2 Trust, shall be given in whole to Lions Clubs International Foundation to insure charitable use of these monies and assets. In the event that Lions Clubs International Foundation is no longer in existence, the fund shall be turned over to a similar non-profit charitable organization chosen by the Board of Directors.

These By-laws were approved for presentation at the Annual Meeting of the Corporation by the Board of Directors of Lions Organ and Eye Bank of District 2-E2, Inc. at a meeting on March 9, 2014.

These By-laws were approved at the Annual Meeting of Lions Organ and Eye Bank of District 2-E2, Inc. on April 12, 2014.

As Witnessed and Executed on by:
-Pam Ingram, Secretary LOEB
-Charles Bethards, President LOEB


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