2023 Annual Meeting Amendments

Amendments made, largely at the request of the legal department of Lions International for compliance with their policies.

1. Board Composition Amendment

Section to be Added: Board of Directors

Proposed Amendment: Insert Section 4.15: Board Composition Requirement. A majority of the Board of Directors of the Choteau Lions Club Foundation shall be composed of members of the Choteau Lions Club who are in good standing. This composition is essential for the legitimacy and proper functioning of the Board.

2. Amendment Approval by General Membership

Section to be Added: Amendments to Bylaws

Proposed Amendment: Strike from Article 9 “These By-Laws may be altered, amended, added to or repealed at any meeting of the Board called for that purpose by the vote of a majority of the Directors then in office.” and insert “Section 9.01: Approval of Amendments. Amendments to these Bylaws and other governing documents of the Foundation shall be subject to approval by the general membership at the regular annual meeting. Such amendments require a two-thirds vote for adoption."

3. No Mandatory Dues for Lion Member Clubs or Members

Section to be Added: Financial Obligations

Proposed Amendment: Insert Section 3.02: Prohibition of Mandatory Dues. The Foundation shall not impose mandatory dues on its Lion Member Lions Clubs or their individual members. Any financial contributions to the Foundation are voluntary and not a prerequisite for membership or continued affiliation.

4. Prohibition of Proxy Voting

Section to be Added: Voting Procedures

Proposed Amendment: Insert Section 4.15 Prohibition of Proxy Voting. Proxy voting is not allowed in any decision-making process of the Foundation. All votes must be cast by members who are present at the meeting, either in person or via authorized electronic means.

5. Membership Composition

Section to be Added: Membership

Proposed Amendment: Strike “The Corporation shall have no members.” and insert Section 3.01 Composition of Membership. Membership of the Foundation shall consist solely of Lions clubs and their members who are in good standing. This is to ensure alignment with the principles and objectives of the Lions Clubs International.

6. Better Electronic Meeting

Section to be Amended: Participation by Telephone

Proposed Amendment: Strike all of Section 4.14 and insert “Section 4.14. Electronic Participation. Board meetings shall be held at a central location, but Board members who are not present in person shall have the right to participate by telephone or other electronic means, subject to any limitations established in rules and/or policies adopted by the Board to govern such participation.