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Kiwanis Club of Washington
Resolution re Continuing Projects
Whereas, Club bylaws provide that a club may adopt or discontinue a project that may last more than one (1) year, by the approval of a two-thirds (2/3) vote of the active and senior members present at any regular meeting, provided written notice of the proposed adoption or discontinuance shall have been given to the members at least two (2) weeks prior to the meeting, provided that one-third (1/3) of the active and senior members shall constitute a quorum and that there shall be no voting by proxy or absentee ballot, and
Whereas, Kiwanis International Policies provide that each Kiwanis club has absolute autonomy in selecting its community service projects, and
Whereas, This club has cooperated with the Georgia District of Kiwanis for many years in conducting a Music and Art Showcase for students but has not adopted it as a continuing project, and
Whereas, This club has co-sponsored the Spring Tour of Homes with the Woman’s Club for many years but has apparently never adopted the Tour as a project that might last more than one year, and
Whereas, This club has cooperated with the Chamber of Commerce for more than one year in providing hamburgers and frankfurters to the public during 4th of July celebrations each year but has not adopted this project as a continuing project, and
Whereas, This club has been involved in a newsprint recycling project for more than thirty years but has never adopted it as a continuing project, and
Whereas, This club has sold seasonal products (Christmas wreaths and shelled pecans) for several years but has not adopted this project as a continuing project, therefore,
Resolved, That this club adopts the six projects named above as continuing projects.
William T. Johnson
Secretary
Kiwanis Club of Washington, Georgia
Resolution re Human and Spiritual Values
Whereas, The club bylaws provide that the Objects of this club shall be the Objects of Kiwanis International, which are:
- To give primacy to the human and spiritual, rather than to the material values of life.
- To encourage the daily living of the Golden Rule in all human relationships.
Whereas, Club bylaws provide that the basic standing committee structure for clubs is established by the International Board of Trustees and that the basic structure should include separate committees that address [among others] human and spiritual values, and
Whereas, Club bylaws provide that attendance at any club function for Kiwanians and their families designed to improve health, welfare, morale, and espirit de corps (club dinners, picnics, birthday parties, outings, etc., allow a maximum of one attendance credit per month, and
Whereas, Club bylaws provide that the Board of Directors shall determine the policies and activities of the club, elect and discipline members, approve the budget, approve all bills, take counsel with committees, and have general management of the club, and
Whereas, Kiwanis International Policies provide that each Kiwanis club has absolute autonomy in selecting its community service projects, and
Whereas, Club bylaws provide that participation in a club-approved service project allows a maximum of one credit per day per service project, and
Whereas, Club bylaws provide that a club may adopt or discontinue a project that may last more than one (1) year, by the approval of a two-thirds (2/3) vote of the active and senior members present at any regular meeting, provided written notice of the proposed adoption or discontinuance shall have been given to the members at least two (2) weeks prior to the meeting. One-third (1/3) of the active and senior members shall constitute a quorum. There shall be no voting by proxy or absentee ballot, and
Whereas, This community is populated by many churches which share in the Objects of Kiwanis and in which Kiwanians are active, therefore
Resolved, That this club adopt as a continuing service project the activities by members of this club in any worship service, Sunday School, choir practice or performance, or church meeting, and further
Resolved, That club members be authorized and encouraged to report the service hours devoted to such activities and to be allowed a maximum of one attendance credit per month.
William T. Johnson
Secretary
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KIWANIS ONE
Frequently Asked Questions
Update on Membership Initiatives
As you are aware, several initiatives are underway to improve member retention and grow existing clubs. Club Satellites, Corporate Memberships and Company Based Clubs are the three initiatives that the board has approved. Clubs may start utilizing club satellites and corporate memberships immediately. Following is the information you need to know to advise clubs in your district.
Club Satellites
What is a club satellite? A club satellite is a small group of individuals, who become members of an existing Kiwanis (host) club. The club satellite holds its meetings and service activities at a location that is separate from the host club.
Why would a Kiwanis club want to start a club satellite? Forming a club satellite creates an opportunity for Kiwanis clubs to expand into locations where and when circumstances do not support the formation of a charter strength club Examples of areas where a club satellite may form are:
• Small towns
• Rural areas
• Ethnic neighborhoods
• Business parks
• Medical complexes
• Shopping malls, markets and retail stores
Can a Kiwanis club have more than one club satellite? Yes. A Kiwanis club can have several club satellites in an area that each addresses a specific need.
How many members do you need to establish a club satellite? There is no minimum number of members required to establish a club satellite. However, consideration should be given to how well a small number of members can meet the specific needs of the area served.
What are the responsibilities of the host Kiwanis club to the club satellite? It is the role of the host Kiwanis club to assist the club satellite in obtaining and maintaining a
high level of commitment, activity and enthusiasm. The success of the club satellite involves continued contact, interest, counsel and advice from the host club. The host club’s responsibilities include:
• ensuring club satellite members receive proper orientation, support and continued education
• encouraging club satellite members to participate in host club and district activities
• helping to develop a membership retention and growth plan
• supporting club satellite activities
• processing all membership applications
Do club satellites elect officers or have a separate board of directors? No. A club satellite operates basically as a committee of the host club under the direction and guidance of the host club’s officers and board of directors. A club satellite may choose to determine a chairperson to preside over meetings, however.
Do members of the club satellite need to attend meetings or functions of the host Kiwanis club? Attendance requirements and the working relationship between the host club and the satellite are determined and agreed upon at the local club level.
Do club satellites pay dues to Kiwanis International separately? No. Like other members of the host Kiwanis club, members of the club satellite pay dues only to the Kiwanis club. The host club pays appropriate dues and fees to Kiwanis International and the district.
How do club satellites determine service projects and fundraising activities? As with other operating committees of a Kiwanis club, the club satellite will propose fundraising activities and service projects to the host club’s board of directors for approval.
Can a club satellite sponsor a Service Leadership Program club? Many times a Service Leadership Program may be the reason for developing the club satellite. The official sponsor of the program would be the host Kiwanis club and the club satellite would be the committee to oversee and direct support for the program.
Is a club satellite represented on the host club’s board of directors? Host clubs may develop a club policy for at least one member of the club satellite to be on the club’s board of directors, but this is not required.
Do club satellites maintain their own bank accounts and financial records? It is the duty of the host club’s secretary and treasurer to maintain all records and bank accounts for the Kiwanis club, which would include the records of the club satellite. However, arrangements could be made to separate monies raised by and distributed by the club satellite. All bills, payments, deposits need to be approved by the host club’s board of directors.
Can members of the club satellite hold office in the host Kiwanis club?
Yes. As active members of the host Kiwanis club, members of the club satellite are eligible to be vote on club matters, hold office and serve on the club board of directors.
If a club satellite grows to 25 or more members can it become a separate Kiwanis club?
Yes. If a club satellite attains the required number of members to become chartered as an official Kiwanis club, they can follow new club organizational procedures to elect officers, adopt the club bylaws and petition Kiwanis International to be recognized as a Kiwanis club.
Would the host Kiwanis club be penalized with a membership loss if their club satellite organizes as a separate Kiwanis club?
No. In the event that a club satellite would attain the minimum number of members and organize as a new Kiwanis club, the host club would be the official sponsor of the new club to receive appropriate recognition by Kiwanis International. In addition, the members of the host club that became charter members of the new club would not be counted as a membership loss that would affect any awards or recognition by Kiwanis International.
ROBERT'S RULES OF ORDER
THE ANSWERS GIVEN HERE TO THE QUESTIONS PRESENTED ARE BASED UPON THE RULES CONTAINED IN ROBERTS RULES OF ORDER NEWLY REVISED. THESE RULES ARE, IN EFFECT, DEFAULT RULES; THAT IS TO SAY, THEY GOVERN ONLY IF THERE ARE NO CONTRARY PROVISIONS IN ANY FEDERAL, STATE OR OTHER LAW APPLICABLE TO THE SOCIETY, OR IN THE SOCIETY'S BYLAWS, OR IN ANY SPECIAL RULES OF ORDER THAT THE SOCIETY MAY HAVE ADOPTED. THIS FACT MUST ALWAYS BE KEPT IN MIND WHEN READING ANY OF THE ANSWERS GIVEN.
The questions in this chapter are based on queries repeatedly received on the Question and Answer Forum. Questions 1 through 20 derive from Robert's Rules of Order Newly Revised In Brief.
- Is it true that the president can vote only to break a tie?
- Can ex-officio members vote, and are they counted in determining whether a quorum is present?
- Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?
- In determining the result of a vote, what constitutes a majority?
- Can we round to the nearest number in computing the result of a vote?
- Do abstention votes count?
- What is a vote of no confidence?
- How do you deal with a "friendly amendment"?
- Isn't it true that a member who has a conflict of interest with respect to a motion cannot vote on the motion?
- Should proxy votes be counted?
- Must debate on a motion stop immediately as soon as any member calls the question?
- Isn't it always in order to move to table a motion to the next meeting?
- Can something be defeated by adopting a motion to table it?
- How can I get an item on the agenda for a meeting?
- Isn't it necessary to summarize matters discussed at a meeting in the minutes of that meeting in order for the minutes to be complete?
- If minutes of a previous meeting are corrected, are the corrections entered in the minutes of the meeting at which the corrections were made?
- Can votes be taken in an executive session?
- Is it possible to withdraw a resignation after it has been submitted?
- Can we hold our board meetings by conference telephone call?
- How can we get rid of officers we don't like before their term is up?
Is it true that the president can vote only to break a tie?Answer:
No, it is not true that the president can vote only to break a tie. If the president is a member of the assembly, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, speak in debate and to vote on all questions. However, the impartiality required of the presiding officer of an assembly (especially a large one) precludes exercising the right to make motions or debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.
When will the chair's vote affect the result? On a vote which is not by ballot, if a majority vote is required and there is a tie, he or she may vote in the affirmative to cause the motion to prevail. If there is one more in the affirmative than in the negative, he or she can create a tie by voting in the negative to cause the motion to fail. Similarly, if a two-thirds vote is required, he or she may vote either to cause, or to block, attainment of the necessary two thirds. [RONR (10th ed.), p. 392-93; see also Table A, p.190 of RONR In Brief.]
Question 2:
Can ex-officio members vote, and are they counted in determining whether a quorum is present?
Answer:
"Ex officio" is a Latin term meaning "by virtue of office or position." Ex-officio members of boards and committees, therefore, are persons who are members by virtue of some other office or position that they hold. For example, if the bylaws of an organization provide for a Committee on Finance consisting of the treasurer and three other members appointed by the president, the treasurer is said to be an ex-officio member of the finance committee, since he or she is automatically a member of that committee by virtue of the fact that he or she holds the office of treasurer.
Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote. There are, however, two instances in which ex-officio members are not counted in determining the number required for a quorum or in determining whether or not a quorum is present. These two instances are:
1. In the case of the president, whenever the bylaws provide that the president shall be an ex-officio member of all committees (except the nominating committee); and
2. If the ex-officio member is not a member, officer, or employee of the society (for example, when the governor of a state is made ex officio a member of a private college board).
Again, however, it should be emphasized that in these instances the ex-officio member still has all of the rights and privileges of membership, including the right to vote. [RONR (10th ed.), p. 466-67; p. 480, l. 18-27.]
Question 3:
Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?
Answer:
No. Once a quorum at a meeting has been established, the continued presence of a quorum is presumed to exist only until the chair or any other member notices that a quorum is no longer present. If the chair notices the absence of a quorum, he or she should declare this fact, at least before taking any vote or stating the question on any new motion. Any member noticing the apparent absence of a quorum can and should make a Point of Order to that effect whenever another person is not speaking. It is dangerous to allow the transaction of substantive business to continue in the absence of a quorum. Although a Point of Order relating to the absence of a quorum is generally not permitted to affect prior action, if there is clear and convincing proof no quorum was present when business was transacted, the presiding officer can rule that business invalid (subject to appeal). [RONR (10th ed.), p. 337-38; see also p. 12-13 of RONR In Brief.]
Question 4:
In determining the result of a vote, what constitutes a majority?
Answer:
The word "majority" in this context means, simply, more than half. The use of any other definition, such as 50 percent plus one, is apt to cause problems. Suppose in voting on a motion 17 votes are cast, 9 in favor and 8 opposed. Fifty percent of the votes cast is 8 1/2, so that 50 percent plus one would be 9 1/2. Under such an erroneous definition of a majority, one might say that the motion was not adopted because it did not receive fifty percent plus one of the votes cast, although it was, quite clearly, passed by a majority vote. [RONR(10th ed.), p. 387; see also p. 66 of RONR In Brief.]
Question 5:
Can we round to the nearest number in computing the result of a vote? For example, since two thirds of 101 is 67.3333, will 67 affirmative votes out of 101 votes cast meet the requirement of a two-thirds vote?
Answer:
No. The requirement of a two-thirds vote means at least two thirds. As a consequence, nothing less will do. If 101 votes are cast, 67 affirmative votes are not at least two thirds. It is less than two thirds, and will not suffice. [RONR (10th ed.), p. 388.]
Question 6:
Do abstention votes count?
Answer:
The phrase "abstention votes" is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an "abstention vote."
In the usual situation, where either a majority vote or a two-thirds vote is required, abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the vote required is a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a "no" vote. Even in such a case, however, an abstention is not a vote. [RONR (10th ed.), p. 387, l. 7-13; p. 388, l. 3-6; p. 390, l. 13-24; see also p.66 of RONRIn Brief.]
Question 7:
What is a vote of no confidence?
Answer:
The term "vote of no confidence" is not used or defined anywhere in RONR, and there is no mention of any motion for such a vote. However, this does not mean that an assembly cannot adopt a motion, if it wishes, expressing either its confidence or lack of confidence in any of its officers or subordinate boards or committees. Any such motion would simply be a main motion, and would have no effect other than to express the assembly's views concerning the matter. A vote of "no confidence" does not - as it would in the British Parliament - remove an officer from office.
Question 8:
How do you deal with a "friendly amendment"?
Answer:
On occasion, while a motion is being debated, someone will get up and offer what he or she terms a "friendly amendment" to the motion, the maker of the original motion will "accept" the amendment, and the chair will treat the motion as amended. This is wrong. Once a motion has been stated by the chair, it is no longer the property of the mover, but of the assembly. Any amendment, "friendly" or otherwise, must be adopted by the full body, either by a vote or by unanimous consent.
If it appears to the chair that an amendment (or any other motion) is uncontroversial, it is proper for the chair to ask if there is "any objection" to adopting the amendment. If no objection is made, the chair may declare the amendment adopted. If even one member objects, however, the amendment is subject to debate and vote like any other, regardless of whether its proposer calls it "friendly" and regardless of whether the maker of the original motion endorses its adoption. [RONR (10th ed.), p. 154.]
Question 9:
Isn't it true that a member who has a conflict of interest with respect to a motion cannot vote on the motion?
Answer:
Under the rules in RONR, no member can be compelled to refrain from voting simply because it is perceived that he or she may have some "conflict of interest" with respect to the motion under consideration. If a member has a direct personal or pecuniary (monetary) interest in a motion under consideration not common to other members, the rule in RONR is that heshould not vote on such a motion, but even then he or she cannot be compelled to refrain from voting. [RONR (10th ed.), p. 394, l. 15-25.]
Question 10:
Should proxy votes be counted?
Answer:
A "proxy" is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR(10th ed.), p. 414-15.]
Question 11:
Must debate on a motion stop immediately as soon as any member calls the question?
Answer:
It is a fairly common misconception that, after debate has continued for some time, if any member shouts out "Question!" or "I call the question!", debate must immediately cease and the chair must put the pending question to a vote. This is simply not the case. Any member who wishes to force an end to debate must first obtain the floor by being duly recognized to speak by the chair, and must then move thePrevious Question. Such a motion must be seconded, and then adopted by a two-thirds vote, or by unanimous consent. It is not in order to interrupt a speaker with cries of "Question" or "Call the Question," and even if no one is speaking, it is still necessary to seek recognition. [RONR (10th ed.), p. 193-94; see also p 35-37 of RONR In Brief.]
Question 12:
Isn't it always in order to move to table a motion to the next meeting?
Answer:
This question confuses the motion to Lay on the Table with the motion to Postpone to a Certain Time. The purpose of the motion toLay on the Table is to enable an assembly, by majority vote and without debate, to lay a pending question aside temporarily in order to take up something else of immediate urgency. In ordinary societies it is rarely needed, and hence seldom in order. [RONR (10th ed.), p. 201-210; see also p. 127 of RONR In Brief.]
Question 13:
Can something be defeated by adopting a motion to table it?
Answer:
This is a common violation of fair procedure. Such a motion is not in order, because it would permit debate to be suppressed by a majority vote, and only a two-thirds vote can do that. The proper use of the motion to Lay on the Table is stated in the answer to Question 12, immediately above. [RONR (10th ed.), p. 207-209.]
How can something be defeated without a direct vote on it?
Before debate on an original (ordinary substantive) main motion has begun you may raise an Objection to Consideration of [the] Question, which is undebatable and can suppress the main question by a two-thirds vote against consideration. [RONR(10th ed.), p. 209, l. 1-4; p. 258-61; see also p. 129 of RONR In Brief.]
If debate on the main motion has begun and you want to get rid of that motion without a direct vote on it, use the motion to Postpone Indefinitely. That motion requires only a majority vote, but until it is adopted, it leaves the main question open to debate. [RONR (10th ed.), p. 121-24; see also p. 126 of RONR In Brief.] If you feel that it is undesirable that debate take place, move the Previous Questionimmediately after moving to Postpone Indefinitely. If adopted by a two-thirds vote, this motion will cause an immediate vote on the motion to Postpone Indefinitelywithout further debate. [RONR (10th ed.), p. 189-201.]
Question 14:
How can I get an item on the agenda for a meeting?
Answer:
For a proposed agenda to become the official agenda for a meeting, it must be adopted by the assembly at the outset of the meeting. At the time that an agenda is presented for adoption, it is in order for any member to move to amend the proposed agenda by adding any item which the member desires to add, or by proposing any other change.
It is wrong to assume, as many do, that the president "sets the agenda." It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly, perhaps after amendments as just described. [RONR(10th ed.), p. 363, l. 8-20; see also p. 16 ofRONR In Brief.]
Question 15:
Isn't it necessary to summarize matters discussed at a meeting in the minutes of that meeting in order for the minutes to be complete?
Answer:
Not only is it not necessary to summarize matters discussed at a meeting in the minutes of that meeting, it is improper to do so. Minutes are a record of what was done at a meeting, not a record of what was said. [RONR (10th ed.), p. 451, l. 25-28; see also p. 146 of RONR In Brief.]
Question 16:
If minutes of a previous meeting are corrected, are the corrections entered in the minutes of the meeting at which the corrections were made?
Answer:
If corrections to minutes are made at the time when those minutes are originally submitted for approval, such corrections are made in the text of the minutes being approved. The minutes of the meeting at which the corrections are made should merely indicate that the minutes were approved "as corrected."
If it becomes necessary to correct minutes after they have initially been approved, such correction can be made by means of the motion to Amend Something Previously Adopted. In this event, since the motion toAmend Something Previously Adopted is a main motion, the exact wording of that motion, whether adopted or rejected, should be entered in the minutes of the meeting at which it was considered. [RONR(10th ed.), p. 452, l. 12-15; p. 458, l. 10-16; see also p.151 of RONR In Brief.]
Question 17:
Can votes be taken in an executive session?
Answer:
Yes, votes can be taken in executive session. Proceedings in an executive session are secret, but are not restricted in any other way. [RONR (10th ed.), p. 92-93.]
Question 18:
Is it possible to withdraw a resignation after it has been submitted?
Answer:
A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (10th ed.), p. 277-80; 283-85.]
Question 19:
Can we hold our board meetings by conference telephone call?
Answer:
You may hold board meetings by conference telephone call only if your bylaws specifically authorize you to do so. If they do, such meetings must be conducted in such a way that all members participating can hear each other at the same time, and special rules should be adopted to specify precisely how recognition is to be sought and the floor obtained during such meetings. [RONR(10th ed.), p. 482, l. 28, to p. 483, l. 5; see also p. 159 of RONR In Brief.]
It should be noted in this connection that the personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated. If action is taken by the board on the basis of individual approval, such action must be ratified by the board at its next regular meeting in order to become an official act. [RONR (10th ed.), p. 469, l. 24, to p. 470, l. 2.]
Question 20:
How can we get rid of officers we don't like before their term is up?
Answer:
It depends. If the bylaws just state a fixed term for the officer, such as "two years," or if they say the officer serves for a specified term "and until [the officer's] successor is elected" (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges by such a committee, and the conduct of a formal trial. The procedure is complex, and should be undertaken only after a careful review of Chapter XX of RONR.
On the other hand, if the bylaws state a term for the office but add "or until [the officer's] successor is elected," or contain other wording explicitly indicating that the officer may be removed before the term expires, then the election can be rescinded (see Chapter 7 of RONR In Brief) and a successor then elected for the remainder of the term.
Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (10th ed.), p. 642-43.]
