Governing Documents

GOVERNING DOCUMENTS OF TOASTMASTERS INTERNATIONAL Articles of Incorporation and Bylaws of Toastmasters International-Amended August 2010 District Administrative Bylaws-Amended February 2015 Club Constitution for Clubs of Toastmasters International- Amended August 2013 Policy and Protocol- Amended May 2015 This electronic document has been revised as of May 2015 All of the governing documents of Toastmasters International are available in this one searchable resource: The Articles of Incorporation and Bylaws of Toastmasters International District Administrative Bylaws Club Constitution for Clubs of Toastmasters International Policy and Protocol TABLE OF CONTENTS Governing Documents of Toastmasters International Articles of Incorporation of Toastmasters International and Bylaws of Toastmasters International Articles of Incorporation of Toastmasters International Article I: Name .............................................................................................................. 15 Article II: Purpose ......................................................................................................... 15 Article III: Limitations .................................................................................................... 15 Article IV: Property ........................................................................................................ 15 Article V: Applicable Corporate Law .............................................................................. 16 Bylaws of Toastmasters International Article I: Purpose .......................................................................................................... 17 Article II: Office ............................................................................................................. 18 Article III: Membership .................................................................................................. 18 Article IV: Revenue ....................................................................................................... 25 Article V: Board of Directors .......................................................................................... 25 Article VI: Officers ......................................................................................................... 31 Article VII: Committees .................................................................................................. 33 Article VIII: Nominations ................................................................................................ 35 Article IX: Elections....................................................................................................... 35 Article X: Annual Business Meeting ............................................................................... 37 Article XI: Quorum ........................................................................................................ 40 Article XII: Districts ....................................................................................................... 40 Article XIII: Miscellaneous ............................................................................................. 42 Article XIV: Amendments .............................................................................................. 45 Appendix Glossary of Governing Documents ................................................................................ 47 Title 26—Internal Revenue Code .................................................................................... 55 California Corporations Code ........................................................................................ 65 District Administrative Bylaws District Administrative Bylaws Article I: Authority and Title ........................................................................................... 83 Article II: Purpose ......................................................................................................... 83 Article III: Affiliation and Liability ................................................................................... 84 Article IV: Policy ........................................................................................................... 84 Article V: Boundaries .................................................................................................... 85 Article VI: Area and Division Organization ..................................................................... 85 Article VII: Officers ........................................................................................................ 85 Article VIII: Duties of Officers ........................................................................................ 87 Article IX: District Council ............................................................................................. 89 Article X: Council Meetings, Quorum, Proxies, and Voting ............................................. 89 Article XI: Committees .................................................................................................. 91 Article XII: Finances and Records .................................................................................. 92 Article XIII: Rules of Order ............................................................................................. 92 Article XIV: Political Activity .......................................................................................... 92 Article XV: Legal Action ................................................................................................ 93 Article XVI: Governing Law............................................................................................ 93 Article XVII: Amendments and Other Rules .................................................................... 93 Appendix Glossary of Governing Documents ................................................................................ 95 Club Constitution for Clubs of Toastmasters International Toastmasters Club Constitution for Clubs of Toastmasters International Article I: Purpose ........................................................................................................ 109 Article II: Membership ................................................................................................. 109 Article III: New Member Fees and Dues ........................................................................ 112 Article IV: Meetings and Notice .................................................................................... 113 Article V: Quorum and Voting ...................................................................................... 113 Article VI: Officers ....................................................................................................... 114 Article VII: Duties of Officers ....................................................................................... 116 Article VIII: Committees ............................................................................................... 118 Article IX: Rules of Order............................................................................................. 119 Article X: Affiliation ..................................................................................................... 120 Article XI: Legal Status and Dissolution ....................................................................... 121 Article XII: Amendments to Club Constitution .............................................................. 122 Addendum of Standard Club Option Policies and Protocol Policy 1.0 Governing Documents ................................................................................................ 135 Policy 1.1 Mission Statements, Values, and Envisioned Future .................................................... 137 Policy 2.0 Club and Membership Eligibility .................................................................................. 138 Protocol 2.0 Club and Membership Eligibility .................................................................................. 140 Protocol 2.1 Club Constitution: Modifications to Comply with Local Law ......................................... 142 Policy 3.0 Ethics and Conduct ..................................................................................................... 143 Protocol 3.0 Ethics and Conduct ..................................................................................................... 150 Policy 4.0 Intellectual Property .................................................................................................... 156 Protocol 4.0 Intellectual Property .................................................................................................... 159 Policy 5.0 Corporate and Community Activities ........................................................................... 163 Protocol 5.0 Corporate and Community Activities ........................................................................... 164 Policy 5.1 Gavel Clubs ................................................................................................................ 165 Policy 6.0 Speech Contests ......................................................................................................... 167 Policy 7.0 District Structure ........................................................................................................ 168 Protocol 7.0 District Structure ........................................................................................................ 169 Protocol 7.1 District Events ............................................................................................................ 174 Policy 7.2 District Management ................................................................................................... 179 Policy 8.0 Dues and Fees ............................................................................................................ 182 Protocol 8.1 Club and District Assets .............................................................................................. 183 Protocol 8.2 Fundraising ................................................................................................................ 184 Policy 8.3 District Leader Expenses ............................................................................................ 186 Policy 8.4 District Fiscal Management ......................................................................................... 188 Protocol 8.4 District Fiscal Management ......................................................................................... 189 Policy 8.5 Smedley Fund ............................................................................................................. 195 Policy 8.6 Use of Reserve Funds ................................................................................................. 196 Policy 8.7 Investments ................................................................................................................ 197 Policy 8.8 Audit .......................................................................................................................... 202 Protocol 9.0 District Campaigns and Elections ................................................................................ 203 Policy 9.1 International Campaigns and Elections ........................................................................ 210 Protocol 9.1 International Elections ................................................................................................ 221 Protocol 9.2 Presidential Citation .................................................................................................... 227 Policy 10.0 Region Advisors ......................................................................................................... 229 Protocol 10.0 Region Advisors ......................................................................................................... 232 Policy 11.0 Board of Directors....................................................................................................... 234 Protocol 11.1 Board of Directors Meetings ........................................................................................ 235 Protocol 11.2 Board of Directors Expenses ....................................................................................... 237 Policy 11.3 Board of Directors Confidentiality ............................................................................... 239 Protocol 11.3 Board of Directors Confidentiality ............................................................................... 240 Policy 11.4 Board of Directors Committees ................................................................................... 243 Protocol 11.5 Board of Directors Visits ............................................................................................. 248 Policy 11.6 International President ................................................................................................ 249 Policy 11.7 International President-Elect ....................................................................................... 250 Policy 11.8 Executive Director....................................................................................................... 251 Protocol 11.8 Executive Director....................................................................................................... 252 Policy 11.9 Secretary-Treasurer .................................................................................................... 254 Policy 11.10 Legal Counsel ............................................................................................................. 255 Policy 11.11 Board of Directors Conflict of Interest ......................................................................... 256 Policy 11.12 Board of Directors Conduct ......................................................................................... 260 ARTICLES OF INCORPORATION AND BYLAWS OF TOASTMASTERS INTERNATIONAL As Amended August 16, 2010 TABLE OF CONTENTS Articles of Incorporation of Toastmasters International Article I: Name ............................................................................................................................. 15 Article II: Purpose ........................................................................................................................ 15 Article III: Limitations .................................................................................................................. 15 Article IV: Property ...................................................................................................................... 15 Article V: Applicable Corporate Law ......................................................................................... 16 Bylaws of Toastmasters International Article I: Purpose ......................................................................................................................... 17 Section 1 .............................................................................................................................. 17 Section 2 .............................................................................................................................. 17 Article II: Office ............................................................................................................................ 18 Section 1: Principal Office .................................................................................................... 18 Section 2: Locations ............................................................................................................. 18 Article III: Membership ................................................................................................................ 18 Section 1: How Constituted .................................................................................................. 18 Section 2: Composition of Member Clubs ............................................................................ 19 Section 3: Admission and Continuation of Member Clubs ................................................... 19 Section 4: Termination and Suspension .............................................................................. 19 Section 5: Liability ................................................................................................................ 20 Section 6: Use of Collective Membership Marks .................................................................. 21 Section 7: Nondiscrimination ................................................................................................ 21 Section 8: Good Standing of Individual Members of Clubs .................................................. 21 Section 9: Designated Representatives of Clubs ................................................................. 22 Section 10: Membership Roster ........................................................................................... 22 Section 11: Voting Members’ Rights .................................................................................... 22 Section 12: Dues and Assessments .................................................................................... 23 Section 13: Disciplinary Proceedings ................................................................................... 23 Article IV: Revenue ...................................................................................................................... 25 Section 1: Source ................................................................................................................. 25 Section 2: Membership Dues Payment ................................................................................ 25 Section 3: Official Publication ............................................................................................... 25 Article V: Board of Directors ...................................................................................................... 25 Section 1: How Constituted .................................................................................................. 25 Section 2: Powers ................................................................................................................ 26 Section 3: Meetings .............................................................................................................. 26 Section 4: Duties .................................................................................................................. 27 Section 5: Board Actions on Shorter Notice ......................................................................... 29 Section 6: Executive Committee .......................................................................................... 29 Section 7: Standards of Conduct ......................................................................................... 29 Article VI: Officers ....................................................................................................................... 31 Section 1: Officers ................................................................................................................ 31 Section 2: Ex Officio Officers................................................................................................ 31 Section 3: Subordinate Officers............................................................................................ 31 Section 4: International President ........................................................................................ 31 Section 5: International President-Elect, Vice Presidents .................................................... 31 Section 6: Executive Director ............................................................................................... 32 Section 7: Secretary-Treasurer ............................................................................................ 32 Section 8: Compensation ..................................................................................................... 32 Section 9: Tenure of Officers and Directors ......................................................................... 32 Article VII: Committees ............................................................................................................... 33 Section 1: Function and Composition of Committees .......................................................... 33 Section 2: Standing Committees .......................................................................................... 34 Section 3: International Leadership Committee ................................................................... 34 Section 4: Advisory Committee of Past Presidents .............................................................. 35 Article VIII: Nominations ............................................................................................................. 35 Section 1: International President and Vice Presidents ....................................................... 35 Section 2: Directors .............................................................................................................. 35 Section 3: Nominations from the Floor ................................................................................. 35 Article IX: Elections ..................................................................................................................... 35 Section 1: Time .................................................................................................................... 35 Section 2: Qualifications ....................................................................................................... 36 Section 3: Balloting............................................................................................................... 36 Section 4: Manner of Holding Elections ............................................................................... 37 Article X: Annual Business Meeting .......................................................................................... 37 Section 1: Voting By Member Clubs .................................................................................... 37 Section 2: Proxies ................................................................................................................ 37 Section 3: Credentials .......................................................................................................... 37 Section 4: Voting By Delegates At Large ............................................................................. 38 Section 5: Resolutions.......................................................................................................... 38 Section 6: Voting .................................................................................................................. 39 Section 7: Notice .................................................................................................................. 39 Section 8: Record Dates ...................................................................................................... 40 Article XI: Quorum ....................................................................................................................... 40 Section 1: Annual Business Meeting, Special Meetings, Mail Votes ................................... 40 Section 2: Board of Directors ............................................................................................... 40 Section 3: Committees ......................................................................................................... 40 Article XII: Districts ..................................................................................................................... 40 Section 1: How Established.................................................................................................. 40 Section 2: How Financed ..................................................................................................... 41 Section 3: How Administered ............................................................................................... 41 Section 4: Meetings .............................................................................................................. 42 Article XIII: Miscellaneous .......................................................................................................... 42 Section 1: Emblem ............................................................................................................... 42 Section 2: Seal ..................................................................................................................... 42 Section 3: Emblems, Marks and Copyrights ........................................................................ 42 Section 4: Insignia ................................................................................................................ 42 Section 5: Rules of Order ..................................................................................................... 43 Section 6: Indemnification and Insurance ............................................................................ 43 Section 7: Contracts, Notes, and Checks ............................................................................ 44 Section 8: Annual Reports to Directors and Voting Membership ......................................... 44 Section 9: Electronic Transmissions .................................................................................... 44 Article XIV: Amendments ........................................................................................................... 45 Section 1: With Notice .......................................................................................................... 45 Section 2: Without Notice ..................................................................................................... 46 Appendix Glossary of Governing Documents ........................................................................................... 47 Title 26—Internal Revenue Code ............................................................................................... 55 California Corporations Code .................................................................................................... 65 Articles of Incorporation of Toastmasters International Article I: Name The name of this corporation is Toastmasters International. Article II: Purpose This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes. The specific and primary purpose of this corporation is to engage in charitable and educational activities within the meaning of Section 501,(c),(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States internal revenue law (the “Code”), by joining its member clubs to provide educational methods, programs, materials, and opportunities that enable the individual members of the clubs to learn and apply the principles and techniques of effective oral communications, leadership, and related subjects, in a manner which provides no pecuniary gain or profit for the individual members of the clubs. Article III: Limitations This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501,(c),(3) of the Code. Notwithstanding any other provision of these Articles, this corporation shall not carry on any activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501,(c),(3) of the Code, or (2) by a corporation, contributions to which are deductible under Sections 170,(c),(2); 2055,(a),(2); 2106,(a),(2),(A),(ii); 2522,(a),(2); or 2522,(b),(2) of the Code. Except as permitted by law, no substantial part of the activities of this corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Article IV: Property The property of this corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member (if any) of this corporation, or to the benefit of any private person. Upon the winding up and dissolution of this corporation and after paying or adequately providing for the debts and obligations of this corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation that is 15 Articles of Incorporation of Toastmasters International Article V: Applicable Corporate Law organized and operated exclusively for charitable purposes, that has established its taxexempt status under Section 501,(c),(3) of the Code, and that would be able to accomplish the general objectives of this corporation. Article V: Applicable Corporate Law This corporation elects to be governed by all of the provisions of the Nonprofit Corporation Law of 1980 not otherwise applicable to it under Part 5 thereof. 16 Bylaws of Toastmasters International Article I: Purpose Section 1 Toastmasters International is the leading movement devoted to making effective oral communication a worldwide reality. Through its member clubs, Toastmasters International helps men and women learn the arts of speaking, listening and thinking—vital skills that promote self-actualization, enhance leadership potential, foster human understanding, and contribute to the betterment of mankind. It is basic to this mission that Toastmasters International continually expand its worldwide network of member clubs, thereby offering ever-greater numbers of people the opportunity to benefit from its program. Section 2 In order to carry out this mission, Toastmasters International shall: (a) Organize, recognize, direct, and guide member clubs as private associations of individuals seeking to improve their speaking, listening, thinking, and leadership skills. (b) Utilize its member clubs to provide private educational programs, instructional materials, and practice opportunities for those individuals invited to join its clubs, and to afford evaluation and incentive to personal development through appropriate awards and recognition. (c) Engage in research in speech education, leadership training, communications and related fields, cooperate with accredited educational institutions and other organizations in the furtherance of its objectives and publish and disseminate educational materials in, and related to, oral communications. (d) Provide communication and leadership programs, Speechcraft courses, leadership training, and instruction in parliamentary procedure, conduct of meetings, group discussion, evaluation methods, and other techniques of communication; and award certificates indicating satisfactory completion of such educational projects as are authorized, supervised, approved, and modified from time to time by its Board of Directors. (e) Provide private training at all levels of its organization to improve people’s ability to listen, think, speak, and lead. For this purpose, Toastmasters International shall establish, encourage, and supervise meetings, conventions, seminars, speech contests and such appropriate activities in the furtherance of its educational objectives as will stimulate interest, participation, and personal improvement of all individual members of its clubs. 17 Bylaws of Toastmasters International Article II: Office (f) Organize, recognize, aid, and provide instruction for special groups who cannot afford or who are otherwise ineligible for a Toastmasters club charter, whose participants desire training in speech, such as youth groups, groups within correctional and rehabilitational institutions and hospitals, and groups which foster improvements in speech training in recognized educational institutions at all academic levels. The extent of the activities authorized by this paragraph shall be determined from time to time by the Board of Directors of Toastmasters International. Article II: Office Section 1: Principal Office The principal place of business of the corporation (“World Headquarters”) shall be Rancho Santa Margarita, California. Section 2: Locations The Board of Directors shall have power and authority to change said principal place of business from one location to another in the State of California; and to establish or discontinue branch offices from time to time at any place or places it may designate in the State of California or elsewhere. Article III: Membership Section 1: How Constituted The voting members of Toastmasters International shall consist of the following two classes of members, as the term “member” is defined in Section 5056 of the California Corporations Code: (a) Member clubs, defined as Toastmasters clubs which, having subscribed to the purposes and ideals of Toastmasters International and having been granted a charter, continue to function in compliance with the conditions set forth in the Articles of Incorporation, these Bylaws, the Club Constitution, the policies and procedures established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Each member club shall be entitled to two votes in all matters presented to the voting membership for a decision. (b) Delegates at large, who shall consist of the Toastmasters International President, International President-Elect, the vice presidents, the international directors, past international presidents, past international directors, and district governors, subject to the conditions of membership stated in Article III, Section 4, below. Each delegate at large shall be entitled to one vote in all matters presented to the voting membership for a decision. Other persons and entities that are affiliated with Toastmasters International, but are not voting members of the corporation Toastmasters International under Section 5056 of the California Corporations Code, are the following: 18 Bylaws of Toastmasters International Article III: Membership Individual members of clubs, who vote only in their respective clubs; and Gavel clubs, and other entities and programs that Toastmasters International may establish pursuant to Article I, Section 2, Paragraph (f) above. Section 2: Composition of Member Clubs Member clubs are private associations composed of persons seeking to improve their ability to communicate and/or lead. Individual membership in any club is by club invitation, and is open only to individuals who remain in good standing with Toastmasters International under Article III, Section 8, below. No person shall be excluded from membership in a club because of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the program. However, clubs may restrict their membership in other ways, e.g., to the employees of a particular company or agency, residents of a specific community, or people sharing a special interest. Section 3: Admission and Continuation of Member Clubs Any group desiring admission as a member club of Toastmasters International shall make written application on forms provided by World Headquarters. Upon adoption by the group and filing with World Headquarters of a properly certified constitution for member clubs and upon fulfillment of all requirements established by the Board of Directors, a charter shall be signed by the International President and the Executive Director. Membership shall commence upon issuance of a charter. No charter shall be issued until the membership dues and new individual member fees stipulated in Article IV have been paid, together with a charter fee. The amount of the new individual member fee and the charter fee, and all other policies and procedures for admission and continuation of member clubs may be established and modified from time to time by the Board of Directors. Section 4: Termination and Suspension The provisions of this section shall govern termination and suspension of voting members of this corporation. The Board of Directors shall prescribe, and may modify from time to time, policies and procedures for termination, suspension, and restoration of voting membership status, consistent with these Bylaws. Neither termination nor suspension shall relieve the voting member of any accrued but unpaid obligations of such voting member to this corporation. Voting memberships in this corporation, or any right arising therefrom, may not be transferred or assigned under any circumstances. Any such attempted transfer shall be void. For instance, there shall be no transfer of an issued charter from an inactive member club to another group whose members are interested in organizing a new club. (a) Member clubs Voting membership in this corporation shall terminate upon the occurrence of any of the following events or conditions: 19 Bylaws of Toastmasters International Article III: Membership (1) nonpayment of amounts owed to this corporation or failure to meet other minimum requirements for member clubs set by the Board of Directors from time to time and administered by World Headquarters; (2) voluntary withdrawal, expressed in writing and delivered to World Headquarters; or (3) expulsion for cause, after a proper hearing, by a three-fourths majority vote of the Board of Directors, under the procedure set forth in Article III, Section 13 below. A terminated club is not in good standing and is required to return its charter to World Headquarters. Voting membership in this corporation may be suspended upon the occurrence of events or conditions set forth in policies and procedures adopted and modified by the Board from time to time. During the period of suspension, a member club shall not have any of the rights of a voting member of this corporation, and shall not be considered in good standing. (b) Delegates at large Voting membership in this corporation shall terminate upon the occurrence of any of the following events or conditions: (1) termination of the person’s service as an officer of this corporation for any reason, except for past international presidents and past international directors; (2) death; (3) voluntary resignation, expressed in writing and delivered to World Headquarters; or (4) failure to maintain good standing with Toastmasters International under Article III, Section 8, below. Voting membership in this corporation may be suspended upon the occurrence of events or conditions set forth in policies and procedures adopted and modified by the Board from time to time. During the period of suspension, a delegate at large shall not have any of the rights of a voting member of this corporation, and shall not be considered in good standing. Section 5: Liability No member club, delegate at large, nor any individual member of any club, shall be personally liable to any creditor, or for any indebtedness or liability, of Toastmasters International, and any and all of the creditors of the corporation shall look only to the assets of the corporation for payment. Furthermore, this corporation is not legally responsible for any liability or debt incurred by any member club, delegate at large, or any individual member of any club. This corporation may provide certain benefits to member clubs, such as group tax exemption rulings and insurance coverage, and may 20 Bylaws of Toastmasters International Article III: Membership establish policies and procedures for member clubs, but these actions shall not cause this corporation to be liable for the acts or omissions of any member club. Section 6: Use of Collective Membership Marks Toastmasters International is the owner of a number of collective membership marks, including the following: “TOASTMASTER”, “TOASTMASTERS”, “TOASTMASTERS INTERNATIONAL”, and the “official emblem”. Member clubs have the right to use these collective membership marks pursuant to restrictions and requirements set by the Board of Directors from time to time. These marks can only be used by the member clubs to indicate membership in the clubs. Member clubs shall not permit any individual member of a club or any other person or entity to use the collective membership marks without prior written approval from the Executive Director of Toastmasters International. The clubs recognize that all use of the collective membership marks by the member clubs inures to the benefit of this corporation. Member clubs shall take no action which jeopardizes or imperils the validity of the collective membership marks or impairs the value of such marks. Member clubs shall use the collective membership marks only in the form and manner as prescribed by this corporation, and shall not use any other trademark or service mark in connection with the collective membership marks without prior written approval of the Executive Director. A member club shall promptly notify World Headquarters of any unauthorized use of any of the corporation’s collective membership marks, trade names, trademarks, service marks, and/or copyrights which come to the club’s attention. The corporation shall have the sole right and discretion to bring infringement or unfair competition proceedings involving its collective membership marks, trademarks, service marks, trade names, and copyrights. Use of any of said marks, names, or copyrights by a member club or by an individual member of a club in a manner which does not comply with the policies and procedures established by the Board of Directors is prohibited. Section 7: Nondiscrimination This corporation shall not discriminate, in the conduct of its programs and activities, against any person on the basis of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the program or activity. Section 8: Good Standing of Individual Members of Clubs Upon an individual’s initial admission to membership in any member club, that individual shall be presumed to be in good standing with Toastmasters International. An individual member shall continue in good standing with Toastmasters International so long as he or she is a member of a club and: (a) the club of such member is not suspended or terminated; (b) the club pays when due the new individual member fees and membership dues payments for such member to Toastmasters International; 21 Bylaws of Toastmasters International Article III: Membership (c) the club continues to recognize the individual as a member in good standing of the club; and (d) the individual member has not been suspended or removed from good standing with Toastmasters International by action of the Board of Directors as set forth below. The Board of Directors of Toastmasters International may suspend or remove from good standing any individual member of any club, or take any other appropriate reasonable action with respect to the good standing of any individual member of a club, by a threefourths majority vote of the Board, under the procedure set forth in Article III, Section 13 below. Any suspension or removal of an individual member from good standing with Toastmasters International shall operate as a suspension or expulsion from each and every club with which that individual member is affiliated, and that individual shall not be eligible for membership in any club unless and until his or her good standing with Toastmasters International has been restored by a three-fourths majority vote of the Board of Directors. Section 9: Designated Representatives of Clubs Member clubs shall exercise all the rights and obligations of membership, including the right to vote, through a designated representative. The designated representative of a member club, unless otherwise provided in these Bylaws, shall be the president of the member club. Section 10: Membership Roster This corporation shall keep a membership roster containing the name of each voting member and the last address provided to this corporation by the voting member for purposes of notice. The roster shall indicate whether a voting member is in good standing from time to time. Section 11: Voting Members’ Rights Subject to these Bylaws and this corporation’s other policies and procedures, voting members of this corporation shall have the right to vote, as set forth in these Bylaws, on: (a) the election of the International President-Elect, the International President when there is no International President-Elect to succeed to that office, the vice presidents, and the other directors of this corporation; (b) the removal of directors pursuant to Section 5222 of the California Corporations Code; (c) any amendment to these Bylaws and any amendment to the Articles of Incorporation of this corporation; (d) the disposition of all or substantially all of the assets of this corporation; (e) any merger of this corporation; 22 Bylaws of Toastmasters International Article III: Membership (f) any dissolution of this corporation; and (g) any other matters that may properly be presented to members for a vote, pursuant to this corporation’s Articles, Bylaws, member Club Constitution, or action of the Board of Directors, or by operation of law. Section 12: Dues and Assessments Each member club must pay to this corporation, within the time and on the terms set by the Board of Directors, membership dues and such other fees and charges as the Board may establish from time to time, as a condition of voting membership. For delegates at large, payment of membership dues to Toastmasters International on their behalf by their respective clubs shall be sufficient to maintain their voting membership in this corporation. Voting memberships in this corporation shall not be subject to mandatory assessments by this corporation or any part of this corporation. Section 13: Disciplinary Proceedings The following procedure for termination or suspension of a member club or a delegate at large by the Board of Directors under Article III, Section 4, is designed to qualify as fair and reasonable under Section 5341(c) of the California Corporations Code. The procedure also applies to the suspension, removal, or other action by the Board with respect to the good standing of an individual member of a club. The term “member” in this section shall refer to the member club, the delegate at large, or the individual member of a club, as the case may be. (a) The Board of Directors shall pass a resolution stating (1) the proposed disciplinary action; (2) the reasons therefore; (3) the proposed date for the disciplinary action to take effect; and (4) the date, time, and place for a hearing before the Board by the member. The date for the hearing shall be not less than five (5) days before the proposed effective date. (b) The Executive Director shall send written notice of the hearing to the member by first class mail to the last address of the member shown on this corporation’s records or by any other means reasonably calculated to provide actual notice, containing the matters stated in the Board resolution. Such notice shall be sent not less than twenty (20) days before the hearing date. (c) The Board may take interim disciplinary actions pending the hearing, if necessary to protect the vital interests of Toastmasters International or to prevent any imminent harm to Toastmasters International or any of its affiliates. (d) The member may choose to appear at the hearing (in person, by telephone conference call, and/or through a representative), or make a written, videotaped, or 23 Bylaws of Toastmasters International Article III: Membership audio taped statement to the Board, at the member’s own cost. The Board may place reasonable restrictions on the length of the member’s presentation. Any statement in writing or other physical form must be received by the Executive Director not less than forty-eight (48) hours before the hearing date. (e) After the hearing is ended and the member has been excused, the Board shall discuss and vote on the proposed disciplinary action. The deliberations shall be limited to considering only the evidence presented during the hearing and the charges stated in the Board resolution. To take disciplinary action, a three-fourths majority of the Board must be persuaded that, more probably than not, one or more of the allegations charged in the resolution are true. The decision of the Board of Directors shall be final. (f) The disciplinary procedures set forth in Robert’s Rules of Order Newly Revised shall not apply to disciplinary matters considered by the Board of Directors. The reference to Robert’s Rules in Article XIII, Section 5(a), below, applies only to parliamentary procedure for the conduct of business meetings. (g) The Board has complete and sole discretion to decide questions that may arise regarding this disciplinary procedure in order to ensure that it is conducted in good faith and in a fair and reasonable manner, considering the best interests of the organization and the individual and clubs affected. The Board is authorized to adopt and modify from time to time specific policies and procedures for disciplinary proceedings, and the rights of the member charged are limited to those stated in such policies and procedures and in this section, and no other rights should be presumed or inferred. The member charged does not have any absolute right to legal counsel, to identify or confront witnesses against the member, or to more information about the charges or the evidence beyond that provided in the notice of hearing. All types of evidence, including statements from persons who are not present at the hearing, may be considered. All proceedings shall be conducted and materials shall be presented to the Board in English. A decision by the Board to permit or not permit certain forms of participation in one disciplinary situation shall not bind the Board to the same approach in another situation. (h) If the disciplinary matter is complex or difficult, due to the number of persons charged, the extent of the evidence, the need for pre-hearing negotiations, the nature of the charges or the defense, or other circumstances, the Board may delegate authority to the Executive Committee, or to a disciplinary committee appointed under Article VII below, to conduct some or all of the aspects of the disciplinary process set forth above, substituting such committee for the Board in each instance. However, a final decision to take disciplinary action must be made or confirmed by a three-fourths majority vote of the Board. If the hearing described in Paragraph (d) above has taken place before such committee, a subsequent hearing need not be held before the Board unless the Board increases the severity of the action taken. 24 Bylaws of Toastmasters International Article IV: Revenue Article IV: Revenue Section 1: Source The operations of Toastmasters International shall be financed by membership dues, new individual member fees, charter fees, sales of literature and supplies, interest, and any other sources of revenue. The corporation’s fiscal year shall begin January 1. Section 2: Membership Dues Payment (a) Each member club shall pay membership dues in advance, due April 1 and October 1 of each year, based on the total individual membership of the club as of those dues renewal report dates. (b) At the time that a new individual member is admitted into a club, the club shall remit to Toastmasters International a new individual member fee and prorated membership dues for the period commencing with the month of the person’s admission and ending on the next dues renewal report date. (c) The amount of such dues and fees shall be determined by the Board of Directors from time to time by a two-thirds vote of the entire Board. The Board shall establish and may modify from time to time policies and procedures for the collection of dues payments, including proration of new clubs’ payments, postponement or reduction of membership dues in the event of a natural disaster or other extenuating circumstances affecting a member club’s ability to pay, or other appropriate measures. (d) The secretary of a member club shall, on request of an individual member in good standing, furnish such person with a letter or card showing the date to which the individual member’s membership dues is made, which will entitle the person, when transferring to another club, to do so without paying to the other club any membership dues payment for that semiannual period. Section 3: Official Publication The Toastmaster magazine shall be the official publication of Toastmasters International. No change in the member clubs’ financial obligations to this corporation shall be effective until the earlier of the date of publication in the Toastmaster or the date of posting on the Toastmasters International website. Article V: Board of Directors Section 1: How Constituted The authorized number of directors of this corporation shall be not less than seventeen (17) and not more than twenty-five (25), the exact number to be set by the Board of Directors. The Board of Directors shall consist of the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and one (1) international director from each geographic region. Except for the Immediate Past International President and the International President, all 25 Bylaws of Toastmasters International Article V: Board of Directors of the directors shall be elected by the voting membership of Toastmasters International. A voting member of the Board of Directors may be referred to as a “director” and collectively they may be referred to as “directors” in these Bylaws. The Executive Director of Toastmasters International shall not be a director but shall be an ex officio member of the Board without voting privileges. Section 2: Powers Except as otherwise provided in these Bylaws, the powers of Toastmasters International shall be exercised, its property controlled, and its affairs conducted by or under the direction of the Board of Directors. Section 3: Meetings (a) Regular meetings of the Board of Directors shall be held immediately preceding and immediately following each Annual Business Meeting of Toastmasters International at the place where such Annual Business Meeting shall be held. (b) Other meetings of the Board shall be held at such times and places as from time to time may be determined by resolution of the Board, or upon call of the Executive Committee, or upon the request of eight (8) or more directors. Upon receipt of such call or written request, the Executive Director shall give to each director, by firstclass mail, telephone (including a voice messaging system), facsimile transmission or other electronic transmission such as e-mail (in compliance with Article XIII, Section 9, below), or personal delivery, at least ten (10) days’ notice of the date, time, and place of the meeting. The notice shall include a statement of the purposes of the meeting, but the business transacted at such meeting shall not be limited by such statement. (c) The act of a majority of the directors present at a meeting at which a quorum, as defined in Article XI, Section 2, is present shall be the act of the Board of Directors, except as otherwise provided in these Bylaws or in the California Nonprofit Public Benefit Corporation Law. Where the vote of a majority or a greater number “of the Board” is required for a particular action, the vote shall be calculated using the number of directors present at a duly-noticed meeting at which a quorum is present. Where the vote of a majority or a greater number “of the entire Board” is required for a particular action, the vote shall be calculated using the total number of directors then in office. The chair of the meeting may vote at any time. (d) The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present provides a written waiver of notice, a consent to holding the meeting, or an approval of the minutes in writing, which may include electronic mail or facsimile transmitted by a director in compliance with Article XIII, Section 9, below. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting 26 Bylaws of Toastmasters International Article V: Board of Directors shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement. (e) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. (f) Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of such directors. Written consent shall include electronic mail or facsimile transmitted by a director in compliance with Article XIII, Section 9, below. (g) Directors may participate in a meeting through use of conference telephone or electronic video screen communication so long as all directors participating in such meeting can hear one another. Directors may also participate in a meeting through use of electronic transmission from and to the corporation in compliance with Article XIII, Section 9, below so long as (1) each director participating in the meeting can communicate with all of the other directors concurrently; and (2) each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting. Section 4: Duties The Board of Directors shall: (a) Devise strategic measures for the growth and development of the organization; (b) Direct the conduct of the activities and affairs of the corporation and the exercise of all its corporate powers; (c) Appoint an Executive Director and fix compensation for his or her service; (d) Obtain the services of a certified public accounting firm to audit the records of the corporation at the close of each fiscal year, and to certify to the Board and to the member clubs a report of the corporation’s financial status; (e) Appoint standing committees and all other committees not otherwise provided for; 27 Bylaws of Toastmasters International Article V: Board of Directors (f) Adopt by a two-thirds vote of the entire Board, and from time to time revise by a like vote, a manual of policies and procedures containing the Board’s major administrative decisions governing the affairs of the corporation; any Board action on governing documents such as these Bylaws, the Articles of Incorporation, and the member Club Constitution shall also require a two-thirds vote of the entire Board; (g) Fill any vacancies on the Board of Directors for the unexpired portion of the term vacated (or decide not to do so), except that (1) a vacancy in the Immediate Past International President’s office or the International President-Elect’s office shall not be filled, (2) in the event of a vacancy in the International President’s office, the Board may choose to leave the position vacant and assign the Immediate Past International President or the International President-Elect, while retaining his or her office, to serve also as Acting International President or the Board may appoint the International President-Elect to immediately succeed to the position of International President, thereby vacating the office of International President-Elect, and provided that any vacancy shall be filled by a person who has met the qualifications for that position stated in Article IX, Section 2, for the preceding twelve (12) months, and further provided that if the number of directors in office is less than a quorum for any reason, vacancies on the Board may be filled in a manner complying with Section 5224 of the California Corporations Code; (h) Divide that territory in which member clubs are located into geographic regions, as nearly as possible equal in number of clubs after giving proper consideration to potential growth of the organization and further, to accomplish the staggered terms of international directors, divide the regions into two groups and assign each group to even or odd successive election years in a manner that is reasonably fair and balanced; (i) Review the regional boundaries and the regional assignment of undistricted member clubs in 2010, and not more than every three (3) years thereafter, and, by a two-thirds vote of the entire Board, make such revision of regional boundaries and such reassignment of undistricted clubs to regions as may be necessary to provide, insofar as possible without abolishing the contiguousness of the several districts within the respective regions, that the total number of member clubs in each geographic region shall be not more than fifteen percent (15%) of the total number of member clubs in good standing at the end of the fiscal year immediately preceding any such Board action; and (j) Conduct the programs, activities, and affairs of the corporation so as to further the charitable and educational purposes of Toastmasters International, to abide by the requirements of law applicable to nonprofit corporations, and to ensure that any management powers delegated to others shall be exercised under the ultimate direction of the Board. 28 Bylaws of Toastmasters International Article V: Board of Directors Section 5: Board Actions on Shorter Notice If time does not permit ten (10) days’ notice, the International President may call a meeting of the Board on seventy-two (72) hours’ notice given personally, by telephone (including a voice messaging system), by facsimile transmission, or by other electronic transmission such as e-mail in compliance with Article XIII, Section 9, below. The notice shall state the matter or matters to be considered, but the business transacted at the meeting shall not be limited by such statement. Section 6: Executive Committee (a) There shall be an Executive Committee of the Board of Directors, composed of the International President, the International President-Elect, the two (2) vice presidents, the Immediate Past International President, and the Executive Director who shall be an ex officio member without voting rights. In the event of a vacancy in the office of any voting member of the Executive Committee which is not filled by appointment or election of a new officer to fill that vacancy, the Board of Directors shall, by majority vote of the entire Board, select one of the international directors who has served a year on the Board to serve on the Executive Committee until the term of the vacated office expires. (b) The Executive Committee shall prepare and submit to the Board of Directors a recommended budget showing the amount of anticipated receipts and expenditures for the ensuing fiscal year. The budget, in the form submitted, or as revised by the Board, when adopted by the Board, shall become the financial policy of this corporation for the ensuing fiscal year. This committee shall have such additional powers as the Board from time to time may delegate to it, and between Board meetings shall have the power of the Board to transact business of an urgent nature requiring immediate action, subject to the limitations on powers of committees of the Board stated in Section 5212 of the California Corporations Code. (c) All actions of the Executive Committee shall require four (4) affirmative votes, which may include the vote of the chair of the meeting. Meetings and actions of the Executive Committee shall be governed by and held and taken in accordance with the provisions of this Article V concerning meetings and actions of the Board of Directors, with such changes in the content of those bylaws as are necessary to substitute the Executive Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of the Executive Committee and shall be filed with the corporate records. All transactions of the Executive Committee shall be reported in full at the next meeting of the Board of Directors and shall be subject to the approval of the Board. Section 7: Standards of Conduct (a) General A director shall perform the duties of a director, including duties as a member of any Board committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation 29 Bylaws of Toastmasters International Article V: Board of Directors would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented; (2) counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or (3) a Board committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such committee merits confidence; so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of a director in accordance with this section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which this corporation, or assets held by it, are dedicated. (b) Investments Except with respect to assets held for use or used directly in carrying out this corporation’s charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation’s capital. No investment violates this paragraph where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation. (c) Loans Without the approval of the Attorney General of California, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless permitted by Section 5236 of the California Corporations Code; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance. (d) Self-dealing Transactions The Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this 30 Bylaws of Toastmasters International Article VI: Officers corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within Section 5233(b) of the California Corporations Code. Article VI: Officers Section 1: Officers The officers of Toastmasters International shall be the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, the international directors, the Secretary-Treasurer, the Executive Director, and the district governor for each district of Toastmasters International. All of the officers are subordinate and responsible to the Board of Directors. Section 2: Ex Officio Officers Each past international president of Toastmasters International shall be an ex officio officer, so long as he or she qualifies as a delegate at large under Article III, Section 4(b) above. Section 3: Subordinate Officers The Board of Directors may from time to time appoint and fix the tenure of such subordinate officers, agents, or representatives as the business of the corporation may require. Section 4: International President The International President shall serve as the presiding officer of the Board of Directors and of the Executive Committee, and an ex officio member of all other committees except the International Leadership Committee and the Advisory Committee of Past Presidents. The International President presides at the Annual Business Meeting of Toastmasters International and prior to the opening of that meeting shall appoint such officers and committees as may be required to transact the business of the meeting. The International President shall also have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. Section 5: International President-Elect, Vice Presidents (a) International President-Elect The International President-Elect shall perform such duties as usually pertain to this office or as may be assigned by the International President or the Board of Directors, by resolution or through Board-established policies and procedures. The International President-Elect shall assume the duties of the International President to chair the Board of Directors and the Executive Committee if the International President is temporarily absent or unable to act. (b) First Vice President The First Vice President shall perform such duties as usually pertain to this office or 31 Bylaws of Toastmasters International Article VI: Officers as may be assigned by the International President or the Board of Directors, by resolution or through Board-established policies and procedures. (c) Second Vice President The Second Vice President shall perform such duties as usually pertain to this office or as may be assigned by the International President or the Board of Directors, by resolution or through Board-established policies and procedures. (d) If the position of the International President, the International President-Elect, or any of the vice presidents is vacated for any reason, or if that officer is absent or unable to act, and prior to the filling of any vacancy in such officer position, the duties of such officer (other than the International President’s duties as chair, provided for in (a) above) shall be reassigned to other directors by the Board of Directors or by the Executive Committee. Section 6: Executive Director The Executive Director shall be the chief executive officer of this corporation under the supervision of the Executive Committee and the control of the Board; shall be appointed by a two-thirds vote of the entire Board, and may be terminated with or without cause by a majority vote of the entire Board upon reasonable written notice, subject to any rights the Executive Director may have under a written contract of employment, if any. The Executive Director shall perform the duties usually performed by the business manager of a nonprofit corporation; shall give bond for the faithful performance of such duties in such sum and with such sureties as the Board may determine; and shall present such reports to the Board, officers and member clubs as the business of the organization may require. The Board shall prescribe, from time to time, the authority and duties of the Executive Director. Section 7: Secretary-Treasurer The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to serve as SecretaryTreasurer of Toastmasters International who shall perform the duties usually performed by the Secretary-Treasurer of a nonprofit corporation without additional compensation for serving in that office. Section 8: Compensation No officers, except the Executive Director and the Secretary-Treasurer, shall receive any compensation from this corporation. Section 9: Tenure of Officers and Directors (a) 32 The terms of office of all members of the Board of Directors elected at any Annual Business Meeting or other voting membership meeting shall commence at the adjournment of such meeting and shall expire at the adjournment of the subsequent Annual Business Meeting at which their successors take office. The International President-Elect shall continue in that office for one (1) year; upon the adjournment of the next Annual Business Meeting he or she shall assume the office of International President and continue in that office for one (1) year; and upon the Bylaws of Toastmasters International adjournment of the next following Annual Business Meeting he or she shall assume the office of Immediate Past International President and continue in that office for one (1) year. Each of the two (2) vice presidents shall continue in his or her office for one (1) year. Each of the international directors shall continue in office for two (2) years. All members of the Board of Directors shall serve until their successors are elected or appointed or otherwise take office, or until the director’s resignation, death, or removal. (b) Resignations by directors or other officers shall be effective upon receipt in writing by the Secretary-Treasurer of this corporation, unless a later effective date is specified in the resignation. If a director or other officer is incapacitated but he or she executed an appropriate power of attorney document prior to becoming incapacitated, the person holding the power of attorney may submit the resignation on behalf of the incapacitated director or other officer. (c) The voting membership of Toastmasters International (as defined by Article III, Section 1, above) may remove any person from his or her position as a director at any time, with or without cause, by majority vote. The Board of Directors by a threefourths vote of the entire Board may remove any person from his or her position as an officer listed in Section 1 of this article (other than the Executive Director), with or without cause at any time. The Board may, by a three-fourths vote of the entire Board, remove a person from his or her position as a director elected by the voting membership only (d) (1) as provided in Section 5221 of the California Corporations Code; or (2) if the director is not in good standing with Toastmasters International as defined in Article III, Section 8, above; or (3) if the director is no longer an active individual member of a member club. A vacancy shall be deemed to exist on the Board of Directors in the event that the actual number of directors is less than the authorized number for any reason. Article VII: Committees Section 1: Function and Composition of Committees The function of each committee of the Board of Toastmasters International (other than the Executive Committee and the International Leadership Committee) shall be to assist the Board of Directors by studying and reviewing matters within its jurisdiction or specifically assigned to it by the Board, and making recommendations thereon to the Board. The Board of Directors may provide for such committees as it deems necessary or convenient for the proper governance and operation of Toastmasters International. Except as otherwise expressly provided in these Bylaws, the Board of Directors shall determine, for each committee, through policies and procedures: 33 Bylaws of Toastmasters International Article VII: Committees (a) how the committee shall be designated or named; (b) any restrictions or conditions on who shall preside over the committee, including whether such an individual shall be a member of the Board of Directors; (c) the composition of the committee, including whether a majority of its members shall be members of the Board of Directors; (d) the term in office and process for selecting the presiding officer and the members of the committee and their successors, if any; and (e) the duration of existence of any committee, whether fixed or indefinite. Any committee member may be removed at any time by the Board. Except for committees described in these Bylaws, the Board shall have the power to discontinue any committee. All files and records of all committees shall be the property of Toastmasters International. Section 2: Standing Committees The standing committees of the Board shall be the Executive Committee, the International Leadership Committee, and the Advisory Committee of Past Presidents, and such other committees as the Board from time to time may establish. Only the Executive Committee may act with the authority of the Board, as limited by Article V, Section 6, Paragraph (b) above. The Board may prescribe policies and procedures for the governance and operation of committees. Section 3: International Leadership Committee The International Leadership Committee shall be composed of three (3) past international presidents, one of whom shall be appointed presiding officer; and one (1) individual member of a club from each geographic region who is a past international director or a past district governor; none of whom shall be a member of the Board of Directors nor shall have served on the International Leadership Committee during the preceding two (2) years. No member of this committee shall be eligible for nomination as an officer or director at any election for which the committee is nominating candidates or at any international election held within one (1) year after the end of the committee member’s term. Members of this committee shall be appointed by the International President-Elect subject to ratification by the Executive Committee, members may be removed, and vacancies shall be filled, under policies and procedures set by the Board of Directors. It shall be the duty of this committee to review, evaluate and identify leadership development potential and opportunities throughout the organization and to nominate officer and director candidates in the manner and at the times provided in Article VIII of these Bylaws. The members of the International Leadership Committee shall be appointed no later than, and shall commence their service on, September 1 each year. Members of this committee shall be divided into groups corresponding to the two groups of regions, and shall serve staggered terms of two (2) years, except for the past international presidents, who shall serve terms prescribed under policies and procedures set by the Board of Directors. 34 Bylaws of Toastmasters International Article VIII: Nominations Section 4: Advisory Committee of Past Presidents The Advisory Committee of Past Presidents shall be composed of all past international presidents of Toastmasters International, with the Immediate Past International President serving as presiding officer. This committee may submit comments and recommendations for the consideration of the Board to the committee representative, the Immediate Past International President. Article VIII: Nominations Section 1: International President and Vice Presidents The International Leadership Committee shall nominate each year, under policies and procedures set by the Board of Directors, at least one (1) candidate and not more than two (2) candidates for each of the offices of International President-Elect, First Vice President, and International President if there is no International President-Elect to succeed to that office. A second nominee for the office of First Vice President must be named, if so desired, by one-third of the members of the Committee. At least two (2) candidates and not more than three (3) candidates shall be nominated for the office of Second Vice President. The report of the Committee shall be published in the Toastmaster magazine at least sixty (60) days prior to the Annual Business Meeting, and shall also be presented to the meeting in written form prior to the election of officers. Section 2: Directors The International Leadership Committee shall nominate, for each geographical region that has a director’s term expiring in that year, under policies and procedures set by the Board of Directors, two (2) or three (3) candidates for election to the Board of Directors, but may nominate one (1) candidate only if no other willing and able candidate can reasonably be found. Section 3: Nominations from the Floor Nominations made by the International Leadership Committee shall be effective when officially announced by the International Leadership Committee. Additional nominations of qualified officer and director candidates may also be made from the floor at the Annual Business Meeting, with the consent of the persons so nominated. Article IX: Elections Section 1: Time The International President-Elect, the two (2) vice presidents, the international directors from one of the two groups of the regions, and the International President if there is no International President-Elect to succeed to that office, shall be elected at each Annual Business Meeting. 35 Bylaws of Toastmasters International Article IX: Elections Section 2: Qualifications (a) All persons elected under Article IX, Section 1, above, must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws and must be active individual members in a member club at the time of their election and throughout their terms of office. (b) No person shall be elected International President-Elect or International President unless at the time of election that person shall have served at least one complete term as a vice president. No person shall be elected a vice president unless at the time of election that person shall have served a two-year term on the Board of Directors. Any qualified person may stand for election to one, and only one, of said offices at any Annual Business Meeting. No person shall be elected to any of the other director positions unless at the time of election that person either (1) shall have served an entire term as a district governor or (2) shall have served as the chairman or chief officer of a non-district administrative unit during the entire administrative year immediately before the unit became a district or provisional district or shall have served as such officer and as district governor during the entire administrative year in which the unit became a district or provisional district. (c) There shall be one (1) international director from each of the geographic regions. An international director candidate must have been an active member of a Toastmasters club in good standing in the region from which the candidate is nominated during the entire 12-month period immediately preceding such candidate’s nomination by the International Leadership Committee or at the Annual Business Meeting. For the purpose of determining the qualifications of directors, the club and geographic region of each director at the time of election shall be considered unchanged during the entire term of office, notwithstanding any change of residence a director may make during such term or boundary revision. (d) The International President, International President-Elect and vice presidents shall not be elected to succeed themselves in the same office. Any of the other directors may be elected International President, International President-Elect or a vice president after serving a two-year term on the Board, but may not otherwise be reelected to the Board of Directors. Section 3: Balloting The ballots used at the Annual Business Meeting shall contain the names of the candidates, listed in alphabetical order by offices and by geographic regions, with an equal number of blank spaces for use in the event of nominations from the floor. The voting members of Toastmasters International shall vote, and the election shall be conducted, in the manner provided in Article X, under policies and procedures set by the Board of Directors. A majority of all votes cast shall be required for the election of the International President-Elect, each of the two (2) vice presidents, the International President if applicable, and each of the international directors. In the event any ballot cast does not show a majority for any nominee for any of those offices, there shall be 36 Bylaws of Toastmasters International Article X: Annual Business Meeting further balloting for that office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped, and on each succeeding ballot the same procedure shall be followed until a nominee shall have received a majority of all votes cast. In case of a tie between two remaining nominees, the election shall be decided by lot. Cumulative voting is not permitted. Section 4: Manner of Holding Elections The date, time, and place of the Annual Business Meeting of the voting membership of this corporation shall be set by the Board of Directors. The Board may also call a special meeting of the voting membership if the Board decides that such a meeting is in the best interests of the corporation, under policies and procedures set by the Board. In the event that an Annual Business Meeting cannot be held during any year because of a national emergency, international crisis, or other reason, or in the event that a quorum is not present at any Annual Business meeting, that year’s election of officers and directors shall be conducted by mail vote under policies and procedures set by the Board. Any policies and procedures adopted by the Board under this section shall comply with the California Nonprofit Public Benefit Corporation Law. . Article X: Annual Business Meeting Section 1: Voting By Member Clubs Each member club in good standing with Toastmasters International on the record date established by Article X, Section 8, shall be entitled to two (2) votes at the Annual Business Meeting, which shall be cast by the club’s duly authorized delegate or alternate if the club wishes to be considered present and voting at the meeting. Delegates and alternates must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws. Any other individual member of any club may attend the Annual Business Meeting as a nonvoting observer. Section 2: Proxies Any member club, if unrepresented at the Annual Business Meeting by a delegate or alternate from among its own active individual members, may designate as its proxyholder, in writing, any active individual member of any other member club. Upon presentation of proper credentials, such proxyholder shall have the right to vote for the club represented in addition to any other right to vote which such proxyholder may have. All forms of proxy designation must conform to policies and procedures set by the Board of Directors in compliance with the California Nonprofit Public Benefit Corporation Law. All proxyholders must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws. Section 3: Credentials The authority of each delegate and alternate shall be evidenced by a certificate signed by the president or secretary of the member club. The authority of a proxyholder shall be 37 Bylaws of Toastmasters International Article X: Annual Business Meeting evidenced by a certificate signed by the president or secretary of the club represented by proxy. All certificates must be presented to the credentials committee at the Annual Business Meeting to entitle delegates, alternates, and proxyholders to participate in and vote at the meeting. All certificates shall be on forms furnished by the Executive Director, under the authority and supervision of the Board of Directors. Should the credentials committee report adversely on any certificate, the person named therein shall have the right to appeal to the Annual Business Meeting. The majority decision of the votes cast on the appeal to the Annual Business Meeting shall be final, with those votes in question not being exercised. Section 4: Voting By Delegates At Large Each delegate at large, as defined in Article III, Section 1, Paragraph (b), in good standing with Toastmasters International on the record date established by Article X, Section 8, shall be entitled to one (1) vote at any Annual Business Meeting at which he or she is present. Delegates at large may not vote by proxy. The authority of each delegate at large shall be evidenced by a credential certificate on a form furnished by the Executive Director, under the authority and supervision of the Board of Directors. Section 5: Resolutions (a) For proposed amendments to the Articles of Incorporation, these Bylaws, or the member Club Constitution, a proposed resolution embodying the same must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting, except for matters submitted by the Board of Directors, reports of other officers, and courtesy resolutions of thanks and appreciation, or unless otherwise ordered by the Board or by unanimous consent of the Annual Business Meeting. Resolutions shall be in substantially the following form: “The Annual Business Meeting of Toastmasters International hereby RESOLVES that…”. Bylaw amendment resolutions are subject to additional requirements set forth in Article XIV of these Bylaws. No proposed amendment to the Articles of Incorporation shall be submitted to the voting members without first receiving approval by the Board of Directors. (b) No other matter shall be acted upon by the Annual Business Meeting unless a proposed resolution embodying the same shall have been presented in writing to the Board of Directors by December 31 before the Annual Business Meeting. Resolutions shall be in substantially the following form: “RESOLVED that the Annual Business Meeting of Toastmasters International recommends to the Board of Directors that...” (c) The Board shall make its recommendations on those resolutions that proceed to the Annual Business Meeting for such action as the voting membership of this corporation may determine. Any resolution not presented in writing to the Board in full compliance with this section will not be eligible for submission and shall not be submitted to the Annual Business Meeting unless the Board, in its sole discretion, decides to handle the resolution otherwise. 38 Bylaws of Toastmasters International Article X: Annual Business Meeting (d) Any motion or resolution to suspend the rules at the Annual Business Meeting shall require a two-thirds vote of the votes cast in person (or, in the case of member clubs, by proxy), and shall not operate to suspend or set aside any provision of these Bylaws except by unanimous consent. Section 6: Voting Voting at the Annual Business Meeting shall be limited to accredited delegates representing member clubs or their alternates, proxyholders for clubs, and delegates at large. Voting may be by ballot or voice vote, as called for by the presiding officer, except that elections of officers and directors shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote of the voting membership. If the secret ballot is dispensed with in the case of an unopposed candidate, the secretary of the meeting may be instructed to vote a single ballot for that candidate. Every decision or act made or done by a majority of the votes cast in person (or, in the case of member clubs, by proxy) at an Annual Business Meeting or other duly held meeting of the voting membership at which the required quorum is present, is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. Section 7: Notice The Executive Director shall give or cause to give notice of each meeting of the voting membership, including the Annual Business Meeting, to each voting member who, as of the record date for notice of the meeting (see Article X, Section 8), would be entitled to vote at such meeting. The notice shall be given, addressed to the last address provided by the voting member to this corporation for purposes of notice, either personally or by telegram, telephone, facsimile transmission, or mail not less than twenty (20) nor more than ninety (90) days before the date of such meeting. The notice shall state the place, date, and time of the meeting and (a) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted; or (b) in the case of the Annual Business Meeting, the names of all those who are nominees for officer and director positions as of the date of the notice, and those matters which the Board, as of the date of the notice, intends to present for action by the voting members, but any proper matter may be presented at the Annual Business Meeting for such action. Unless the vote of the voting membership is unanimous, any of the following votes shall be valid only if the general nature of the action approved was stated in the notice of the meeting at which the vote occurred: (a) to remove a director without cause; (b) to fill a vacancy on the Board of Directors; (c) to amend this corporation’s Bylaws; 39 Bylaws of Toastmasters International Article XI: Quorum (d) to amend this corporation’s Articles of Incorporation; or (e) to voluntarily dissolve this corporation. Section 8: Record Dates A voting member holding a membership as of the close of business on the record date shall be deemed a voting member of record. The record date for the purpose of determining which voting members are entitled to notice of the Annual Business Meeting or any other voting members’ meeting shall be the ninetieth day before the date of the meeting. The record date for the purpose of determining which voting members are entitled to vote at the Annual Business Meeting or any other voting members’ meeting shall be the seventh day before the date of the meeting. Record dates for any other purpose shall be set by the Board of Directors in accordance with the California Nonprofit Public Benefit Corporation Law. Article XI: Quorum Section 1: Annual Business Meeting, Special Meetings, Mail Votes (a) Both one-third of all the votes held by voting members of Toastmasters International, and one-third of the member clubs, represented either in person or by delegates, alternates, or (in the case of member clubs) proxyholders, shall be required to constitute a quorum for the transaction of business at the Annual Business Meeting, at special meetings of the voting membership, and for mail votes of the voting membership. (b) A meeting at which the required quorum is initially present may continue to transact business notwithstanding the withdrawal of enough voting members or member clubs to leave less than the required quorum, so long as any action taken thereafter is approved by at least a majority of both required quorum numbers of votes held by voting members and member clubs. Section 2: Board of Directors A majority of the authorized number of directors, which must include the International President, the International President-Elect, or a vice president, shall constitute a quorum at any meeting of the Board of Directors. Section 3: Committees A majority of the members of any standing or other Board committee shall constitute a quorum, except that a quorum for the Executive Committee shall be four (4) of the five (5) members who have voting rights. Article XII: Districts Section 1: How Established For the purpose of efficient administration, the Board of Directors of Toastmasters International is authorized to divide the territory covered by member clubs into districts, 40 Bylaws of Toastmasters International Article XII: Districts or form new districts and establish the boundaries thereof. Each district shall be designated by a number. Each district shall be divided into areas, each under the direction of an area governor. The district may organize areas together into divisions, each under the direction of a division governor. Each district shall abide by the District Administrative Bylaws issued, and modified from time to time, by the Board of Directors. Section 2: How Financed District expenses shall be paid, subject to the approval of the Board of Directors, out of Toastmasters International funds authorized by the Board for district activities and operations in accordance with district expense policies and procedures adopted by the Board. No district, area, or division officer shall receive a salary or other compensation, but may receive reimbursement for travel and other expenses incurred on behalf of Toastmasters International, as set forth in the district expense policies and procedures. Section 3: How Administered (a) District Officers The elective officers of each district shall be a district governor, a lieutenant governor education and training, a lieutenant governor marketing and such other elective or appointive officers as the District Administrative Bylaws may provide. Appointive officers shall be appointed by and shall serve at the will of the district governor, subject to the approval of the district council. Division and area governors, elected or appointed, are also district officers. The terms of all district officers shall commence on July 1 at 12:01 a.m. and terminate on June 30 at midnight. All district officers must be active individual members of member clubs and must be in good standing with Toastmasters International under Article III, Sec. 8 above. (b) Division and Area Officers Each division of a district shall be presided over by a division governor. Each division governor may appoint individual members of clubs within the division to serve as division assistants. Each area of a district shall be presided over by an area governor. Each area governor may appoint individual members of clubs within the area to serve as area assistants. (c) District Council The district council shall consist of the district officers, immediate past district governor and two (2) representatives from each member club in the district. The district council shall hold at least two (2) meetings a year, one (1) of which shall be the Annual Meeting held before June 1 for the election of district officers. (d) Duties of Officers Although the district governor shall report to and take direction from the district council in matters pertaining to district organization, programs, and procedures, the district governor, as an officer of this corporation, is ultimately responsible to the Board of Directors of Toastmasters International for the exercise of his or her powers and duties. A lieutenant governor shall perform the duties of the district governor in the event of his or her absence, and such other duties as the district 41 Bylaws of Toastmasters International Article XIII: Miscellaneous governor shall designate. The division governor shall be responsible to the district governor or his or her designee, shall represent the district governor within the division, and shall uphold and promote the purposes of Toastmasters International in the division. The area governor shall be responsible to the district governor or his or her designee, shall represent the district governor within the area, and shall uphold and promote the purposes of Toastmasters International in the area. (e) Legal Status of Districts, Divisions, and Areas Districts, divisions, and areas are integral parts of Toastmasters International, a California nonprofit public benefit corporation, and, as administrative units of that corporation, their activities and affairs shall be managed, and their powers exercised, under the ultimate direction of the Board of Directors of Toastmasters International. The powers and duties delegated by the Board to district councils and to district, division, and area officers, and their terms of service, are subject at all times to the ultimate authority of the Board. Districts are not independent or autonomous legal entities, and district governors are officers of this corporation. Section 4: Meetings An annual conference shall be held by the district for the purpose of promoting the interests of Toastmasters International and improving the efficiency of the local member clubs, provided that such conference shall be held at such time as will not conflict with the dates of the Annual Business Meeting and Convention of Toastmasters International. Article XIII: Miscellaneous Section 1: Emblem The emblem of Toastmasters International shall be circular in design bearing the words “Toastmasters International” around its border, and in the center the replica of the hemisphere of the earth, and superimposed thereon the letter “T.” Section 2: Seal The seal of the corporation shall bear the inscription: “Toastmasters International Incorporated California 1932.” Section 3: Emblems, Marks and Copyrights Ownership of the emblem, the insignia, and all other trademarks, service marks, trade names, and copyrights created or obtained by Toastmasters International shall be vested irrevocably in Toastmasters International, its successors or assigns. Section 4: Insignia The insignia of Toastmasters International may be worn by any individual member of a member club, so long as the person is in good standing with this corporation under Article III, Section 8, above. No one shall have the right to produce or have produced for distribution to others articles bearing the name, emblem, insignia, or other mark of Toastmasters International or any colorable imitation thereof, except by official designation from the Board of Directors of Toastmasters International. 42 Bylaws of Toastmasters International Article XIII: Miscellaneous Section 5: Rules of Order (a) Robert’s Rules of Order Newly Revised shall be the final authority as to parliamentary procedure, insofar as they do not conflict with any provisions of the Articles of Incorporation, these Bylaws, policies and procedures adopted by the Board of Directors or the voting membership, or laws applicable to nonprofit corporations. (b) A parliamentarian may be appointed by the International President at each meeting of the Board or of the voting membership. Section 6: Indemnification and Insurance (a) Right of Indemnity To the fullest extent allowed by Section 5238 of the California Corporations Code, this corporation shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this article, “agent” shall have the same meaning as in Section 5238(a), including this corporation’s directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees. (b) Approval of Indemnity On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification. If the Board cannot do so because there is no quorum of directors who are not party to the proceeding for which indemnification is sought, the Board shall promptly call a meeting of the voting members. At that meeting, the voting members shall determine whether, in the specific case, the applicable standard of conduct stated in such section has been met, and, if so, the voting members shall authorize indemnification. (c) Advancing Expenses To the fullest extent allowed by Section 5238 of the California Corporations Code, and except as otherwise determined by the Board of Directors in specific instances, the Board shall authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that: (1) the requested advances are reasonable in amount under the circumstances; and 43 Bylaws of Toastmasters International Article XIII: Miscellaneous (2) (d) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this section. Unless the Board finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby. Insurance The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law. Section 7: Contracts, Notes, and Checks All contracts entered into on behalf of this corporation, and, except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation, including its districts, shall be signed only by that person or those persons on whom such power has been conferred by the Board of Directors. Section 8: Annual Reports to Directors and Voting Membership Within 120 days after the end of this corporation’s fiscal year, the Board shall furnish a written report to all of the directors and to the voting members containing the following information: (a) the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year; (b) the principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) the revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year; (d) the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and (e) any information required by Section 6322 of the California Corporations Code. The foregoing report shall be accompanied by any report thereon of independent accountants. Section 9: Electronic Transmissions Unless otherwise provided in these Bylaws, and subject to policies and procedures approved by the Board from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of 44 Bylaws of Toastmasters International Article XIV: Amendments comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or e-mail, provided (a) for electronic transmissions from the corporation, the corporation has obtained an unrevoked consent from the recipient to the use of such means of communication; (b) for electronic transmissions to the corporation, the corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (c) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. Article XIV: Amendments Section 1: With Notice These bylaws may be amended at any Annual Business Meeting or special meeting of Toastmasters International by a two-thirds vote of the votes cast in person or (in the case of member clubs) by proxy. Proposed amendments may be placed before the voting membership as follows: (a) Proposed amendments may be submitted by the Board of Directors to the voting membership of Toastmasters International at any time up to sixty (60) days before the Annual Business Meeting or special meeting at which they will be considered. (b) Proposed amendments may also be submitted by voting members to the Annual Business Meeting of Toastmasters International in the following manner: Proposed amendments must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting at which they are to be submitted, in compliance with Article X, Section 5, above. If the amendment is proposed by one or more member clubs, each club shall have approved the proposed amendment by the vote of at least two-thirds of the active individual members of the club present and voting at a club business meeting at which a quorum is present; such approval shall be evidenced by a certificate containing the proposed amendment signed by all the active individual club members who voted to approve the proposed amendment. If the amendment is proposed by a delegate at large, such proposal shall be evidenced by a certificate containing the amendment and bearing the signature of the delegate at large. Each proponent shall submit such a certificate to the Board of Directors no later than the December 31 deadline. The proposed amendment shall be placed before the voting members of Toastmasters International only if the proposed amendment and certificate(s) are presented to and received by the Board no later than December 31 and one of the following conditions is met: (1) The Board of Directors votes to place the proposed amendment before the voting membership; or 45 Bylaws of Toastmasters International Article XIV: Amendments (2) The amendment is proposed by at least one percent (1%) of all the votes held by the voting membership of Toastmasters International; or (3) (i) the proponent(s) of the amendment agree to bear the full reasonable administrative cost to Toastmasters International of submitting the proposed amendment to the voting membership for a vote; and (ii) no other Bylaw amendment proposed by any proponent of the amendment shall be placed before the voting membership at the same meeting; and (iii) if an amendment on substantially the same subject has been voted on by the voting membership within five (5) calendar years before the meeting at which the amendment will be submitted, such prior proposed amendment shall have received no less than thirty percent (30%) of the votes cast; provided that no proposed amendment shall be placed before the voting members if it has been rendered moot; substantially duplicates or is encompassed by another proposed amendment at the same meeting; is illegal; is designed to further a personal claim, grievance, or interest; is beyond the power of this corporation to effectuate; or is not a proper subject for bylaws under California law. (c) Notice of any proposed amendments to be submitted to the voting membership of Toastmasters International for a vote shall be mailed by the Executive Director to each voting member at least sixty (60) days before the meeting, together with any recommendation of the Board of Directors thereon. Any such recommendation shall also be presented to the voting members at the meeting before the vote is taken on the proposed amendments. No amendments to the proposed amendment may be made during the meeting, nor at any time after sixty (60) days prior to the meeting. (d) Any amendment to these Bylaws which would materially and adversely affect the rights of either the member clubs as a class, or the delegates at large as a class, as to voting or transfer of membership rights, in a manner different than such amendment affects the other class, shall require the approval of a two-thirds vote of the class affected, based on the number of votes from that class cast in person or (in the case of member clubs) by proxy. (e) In the event of two or more Bylaw amendment proposals presented to the same meeting of members, which the Board determines to be in conflict with each other, only the proposal receiving the highest majority of votes cast shall be adopted. Section 2: Without Notice These bylaws may be amended at any voting membership meeting by a unanimous vote of the voting membership without previous notice. 46 Glossary of Governing Documents The following glossary collects definitions found throughout the governing documents for convenient reference. However, this glossary does not contain every term used in the governing documents, nor are these summary definitions intended to substitute for the full definitions given in the governing documents themselves. If any question should arise concerning the definition of any term in this glossary, the reader is advised to consult the governing documents. Nothing in this glossary shall be considered in legally or judicially construing the meaning of any term in the governing documents. Annual Business Meeting The regular yearly meeting of the voting members of Toastmasters International, held during the International Convention, for the election of officers and directors and the conduct of other corporate business. See the Bylaws of Toastmasters International, Articles IX and X. Areas Administrative units within each district of Toastmasters International, each of which is under the direction of an area governor. The district may organize areas together into divisions. Articles of Incorporation The Amended and Restated Articles of Incorporation of Toastmasters International, as filed with the California Secretary of State. Board or Board of Directors The Board of Directors of Toastmasters International, a California nonprofit public benefit corporation, consisting of not less than 17 and not more than 25 voting directors, with the exact number set from time to time by the Board of Directors. The Bylaws specify that the directors are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and one international director from each geographic region. The Executive Director of Toastmasters International normally attends and participates in meetings of the Board of Directors but is not a director with voting privileges. See the Bylaws of Toastmasters International, Article V, Section 1. Bylaws Depending on the context, either (1) the Bylaws of Toastmasters International, a California nonprofit public benefit corporation; or (2) the Standard Club Bylaws for Member Clubs. 47 Glossary of Governing Documents Charter Charter A document issued by World Headquarters and signed by the International President and the Executive Director that commences membership in Toastmasters International of a member club. Clubs or Member Clubs Groups which have subscribed to the purposes and ideals of Toastmasters International and have been granted a charter and continue to function in compliance with the conditions set forth in the Articles of Incorporation, the Bylaws, the Club Constitution, the policies and procedures established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Clubs are private unincorporated associations, existing as legal entities separate from, but affiliated with, Toastmasters International. See the Bylaws of Toastmasters International, Article III. Constitution or Club Constitution Toastmasters Club Constitution for Member Clubs of Toastmasters International, which is standard for all clubs and must be adopted by a club in order to become a member club within Toastmasters International. Corporation, This or The Toastmasters International, a California nonprofit public benefit corporation. Delegates and Alternates Individuals, from among a member club’s active individual members, duly authorized by the club to cast the club’s two votes at the Annual Business Meeting. Delegates and alternates must be in good standing with Toastmasters International. Other individual members of a club who attend the Annual Business Meeting do so as nonvoting observers. See the Bylaws of Toastmasters International, Article X, Section 1. Delegates At Large The Toastmasters International President, the International President-Elect, the vice presidents, the international directors, past international presidents, past international directors, and district governors, subject to the conditions of membership stated in the Bylaws, each entitled to cast a single vote if present at the Annual Business Meeting. See Bylaws of Toastmasters International, Article III, Section 1(b), and Article X, Section 4. Designated Representative The person (generally, the president of a member club) through whom a member club exercises its rights and obligations as a voting corporate member of Toastmasters International. See the Bylaws of Toastmasters International, Article III, Section 9. Director A voting member of the Board of Directors of Toastmasters International. 48 Glossary of Governing Documents Disciplinary Proceedings Disciplinary Proceedings Proceedings in which the Board of Directors may terminate or suspend a member club or a delegate at large, or may suspend, remove, or take other action with respect to the good standing of an individual member of a club. See the Bylaws of Toastmasters International, Article III, Section 13. District Administrative Bylaws The central document governing administration of the districts of Toastmasters International, issued and modified from time to time by the Board of Directors. Districts: Administrative units of Toastmasters International, organized based on the territory covered by groups of adjacent member clubs, whose boundaries are established and modified subject to the approval of the Board of Directors. Each district is designated by a number. Each district is divided into areas, and in some districts, areas are organized together into divisions. Districts are governed by the District Administrative Bylaws and are not independent or autonomous legal entities. See the Bylaws of Toastmasters International, Article XII. Divisions Administrative units into which some districts of Toastmasters International are divided, each under the direction of a division governor and consisting of a number of adjacent areas. Dues Depending on the context, either (1) the dues paid by individual members to the clubs to which they belong, or (2) the per capita dues paid by the member clubs twice yearly to Toastmasters International, which are set by a two-thirds vote of the entire Board of Directors from time to time. See the Bylaws of Toastmasters International, Article III, Section 12, and Article IV, Section 2. Executive Committee Depending on the context, any of the following: (1) The Executive Committee of the Board of Directors, which exercises the power of the Board in some circumstances, and consists of the International President, the International President-Elect, the two Vice Presidents, the Immediate Past International President, and the Executive Director (as an ex officio member without voting rights); or (2) the executive committee of a district of Toastmasters International, consisting of the district governor, the lieutenant governor education and training, the lieutenant governor marketing, the public relations officer, the district secretary, the district treasurer, the area governors, and any division governors, together with the immediate past district governor; or 49 Glossary of Governing Documents Executive Director (3) the executive committee of a member club, consisting of the officers of the club named in the club’s constitution; e.g., a club president, a vice president education, a vice president membership, a vice president public relations, a club secretary, a club treasurer (or a club secretary/treasurer), a sergeant at arms, and the immediate past club president. See the Bylaws of Toastmasters International, Article V, Section 6. Executive Director The Executive Director of Toastmasters International, who is the chief executive officer of the corporation under the supervision of the Executive Committee and the control of the Board of Directors and is appointed by the Board of Directors. See the Bylaws of Toastmasters International, Article VI, Section 6. Ex Officio Used in the Bylaws to indicate that an individual participates on a board or committee by virtue of holding a position with Toastmasters International (e.g., the Executive Director), but is not a legal member of that board or committee and has no voting rights. Good Standing of Individual Members of Clubs Membership status required in order for individual members of clubs to vote at the club level or otherwise participate in Toastmasters International activities open to individual members of clubs. Good standing is presumed on initial admission of an individual member into a club, and thereafter continues so long as the individual remains a member of the club, the club is not suspended or terminated, the club pays when due the fees and payments relating to such member, the club continues to recognize the individual as a member in good standing of the club, and the individual member has not been suspended or removed from good standing with Toastmasters International by action of at least a three-fourths majority of the Board of Directors. See the Bylaws of Toastmasters International, Article III, Section 8. Indemnification The general requirement for Toastmasters International to advance and to pay the expenses (for example, attorney’s fees, fines, and settlements) of directors, officers, employees, and other agents that result from judicial or administrative proceedings relating to the person’s role with Toastmasters International. See Article XIII, Section 6. Individual Members of Clubs Persons who are members of clubs that are members of Toastmasters International. The legal term “member” is a designation which is limited to the member clubs themselves and delegates at large. See the Bylaws of Toastmasters International, Article III, Section 1. International President The President of Toastmasters International, who is the presiding officer of the corporation and an ex officio member of most corporate committees and who presides over the Executive Committee, the Board of Directors, and the Annual Business Meeting. Upon the expiration of his or her one-year term, the International President 50 Glossary of Governing Documents International President-Elect automatically assumes the office of Immediate Past International President. See the Bylaws of Toastmasters International, Article VI, Section 4 and Section 9. International President-Elect The International President-Elect assumes the duties of the International President to chair the Board of Directors and the Executive Committee if the International President is temporarily absent or unable to act. Upon the expiration of his or her one-year term, the International President-Elect automatically assumes the office of International President. The International President-Elect is elected by the members. See the Bylaws of Toastmasters International, Article VI, Section 5(a) and Section 9, and Article IX. Member or Membership The voting members of the corporation Toastmasters International under Section 5056 of the California Corporations Code. Individuals who join Toastmasters clubs may be referred to informally as “members” in various documents, but the voting corporate members with full rights under California law and the governing documents of Toastmasters International are only the member clubs and delegates at large. Gavel clubs and other entities and programs that Toastmasters International may establish from time to time are not corporate members. See the Bylaws of Toastmasters International, Article III, Section 1. Nondiscrimination The policy of Toastmasters International not to discriminate, in the conduct of its programs and activities, against any person on the basis of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the program or activity. See the Bylaws of Toastmasters International, Article III, Section 7. Officers Depending on the context, the officers of: (1) Toastmasters International, who are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, the international directors, the Secretary-Treasurer, the Executive Director, and the district governor for each district of Toastmasters International; or (2) a district of Toastmasters International, who are the district officers, consisting of the district governor, the lieutenant governor education and training, the lieutenant governor marketing, the public relations officer, the district secretary, the district treasurer, area governors, and possibly including division governors at the discretion of the district council (each past district governor shall be an ex officio officer of the district); or (3) a member club of Toastmasters International, who are a club president, a vice president education, a vice president membership, a vice president public relations, 51 Glossary of Governing Documents Policies and Procedures a club secretary, a club treasurer (or a club secretary/treasurer), a sergeant at arms, and the immediate past club president. See the Bylaws of Toastmasters International, Article VI and Article XII, Section 3. Policies and Procedures The major administrative decisions governing the affairs of the organization, known as “policies and procedures,” are adopted and revised by a two-thirds vote of the entire Board of Directors of Toastmasters International. See the Bylaws of Toastmasters International, Article V, Section 4(f). Proxy A person designated by a member club to exercise that member’s right to vote at a meeting pursuant to a proxy designation that conforms to policies and procedures set by the Board of Directors. Any member club, if unrepresented at the Annual Business Meeting by a delegate or alternate from among its own active individual club members, may designate as its proxyholder, in writing, any active individual member in good standing of any other member club. Upon presentation of proper credentials, the proxyholder has the right to vote for the club represented in addition to any other right to vote which the proxyholder may have. See the Bylaws of Toastmasters International, Article X, Section 2. Quorum The minimum number of the members required to be present for a meeting to legally transact business. The Bylaws of Toastmasters International contain an article stating the quorum requirements for the Annual Business Meeting and other member meetings, for the Board of Directors, and for Board committees. The District Administrative Bylaws and Club Constitution also contain quorum requirements for meetings at the district and club levels. See the Bylaws of Toastmasters International, Article XI. Record Dates Different dates used for determining voting membership rolls for certain purposes. Under the Bylaws of Toastmasters International, a member holding a membership as of the close of business on the record date is deemed a voting member of record. The record date to determine which members are entitled to notice of a members’ meeting is the ninetieth day before the date of the meeting. The record date to determine which members are entitled to vote at a members’ meeting is the seventh day before the date of the meeting. See the Bylaws of Toastmasters International, Article X, Section 8. Regions Geographic areas representing the territory of groups of member clubs, the boundaries of which may be modified from time to time by a two-thirds vote of the entire Board of Directors. Each region should have as nearly as possible an equal number of clubs, and no region should have more than 15% of the total number of member clubs in good standing at the end of the fiscal year immediately preceding any modification. See the Bylaws of Toastmasters International, Article V, Section 4(h) and 4(i). 52 Glossary of Governing Documents Secretary-Treasurer Secretary-Treasurer The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to perform, for one-year terms, the duties usually performed by the secretary and treasurer of a nonprofit corporation. Such duties include supervising the keeping of the minute books of Toastmasters International and supervising the charge and custody of all funds of the organization and the maintenance of correct accounts of the organization’s properties and business transactions. The Secretary-Treasurer does not receive additional compensation for serving in that office. See the Bylaws of Toastmasters International, Article VI, Section 7. Standing Committees Depending on the context, any of the following: (1) the Executive Committee, the International Leadership Committee, and the Advisory Committee of Past Presidents, and such other committees as the Board of Directors may establish from time to time (except for the Executive Committee, these committees are advisory and do not exercise the power of the Board of Directors); or (2) the executive committee, nominating committee, and audit committee of a district of Toastmasters International, or such other committees the district from time to time may establish; or (3) the executive, education, membership, public relations, and social and reception committees of a member club of Toastmasters International. See the Bylaws of Toastmasters International, Article VII. Vice President Depending on context, either the First Vice President or the Second Vice President of Toastmasters International. See the Bylaws of Toastmasters International, Article VI, Section 5. Vote…of the Board A vote in which the required majority or greater percentage necessary for action is calculated using the number of directors present at a duly noticed meeting, provided that there is a quorum of directors at the meeting. See the Bylaws of Toastmasters International, Article V, Section 3(c). Vote…of the Entire Board A vote in which the required majority or greater percentage necessary for action is calculated using the total number of directors then in office rather than merely the number of directors present at a meeting where there is a quorum. See the Bylaws of Toastmasters International, Article V, Section 3(c). 53 Glossary of Governing Documents World Headquarters World Headquarters The principal place of business of Toastmasters International, in Rancho Santa Margarita, California. 54 Following are the texts of United States federal and state statutes referred to by number in the Toastmasters International Articles of Incorporation and the Bylaws of Toastmasters International, reprinted here for ease of reference. Last updated October 16, 2009. Title 26—Internal Revenue Code Section 170: Charitable, etc., contributions and gifts (c) Charitable contribution defined For purposes of this section, the term “charitable contribution” means a contribution or gift to or for the use of— (2) A corporation, trust, or community chest, fund, or foundation— (A) created or organized in the United States or in any possession thereof, or under the law of the United States, any State, the District of Columbia, or any possession of the United States; (B) organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals; (C) no part of the net earnings of which inures to the benefit of any private shareholder or individual; and (D) which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. A contribution or gift by a corporation to a trust, chest, fund, or foundation shall be deductible by reason of this paragraph only if it is to be used within the United States or any of its possessions exclusively for purposes specified in subparagraph (B). Rules similar to the rules of Section 501(j) shall apply for purposes of this paragraph. Section 501: Exemption from tax on corporations, certain trusts, etc. (c) List of exempt organizations The following organizations are referred to in subsection (a): 55 (3) Corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Section 2055: Transfers for public, charitable, and religious uses (a) In general For purposes of the tax imposed by section 2001, the value of the taxable estate shall be determined by deducting from the value of the gross estate the amount of all bequests, legacies, devises, or transfers— (2) to or for the use of any corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, including the encouragement of art, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, which is not disqualified for tax exemption under section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office; Section 2106: Taxable estate (a) Definition of taxable estate For purposes of the tax imposed by section 2101, the value of the taxable estate of every decedent nonresident not a citizen of the United States shall be determined by deducting from the value of that part of his gross estate which at the time of his death is situated in the United States— (2) Transfers for public, charitable, and religious uses (A) In general The amount of all bequests, legacies, devises, or transfers (including the interest which falls into any such bequest, legacy, devise, or transfer as a result of an irrevocable disclaimer of a bequest, legacy, devise, transfer, 56 Title 26—Internal Revenue Code Section 2522: Charitable and similar gifts or power, if the disclaimer is made before the date prescribed for the filing of the estate tax return)… (ii) to or for the use of any domestic corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, including the encouragement of art and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office; or Section 2522: Charitable and similar gifts (a) Citizens or residents In computing taxable gifts for the calendar year, there shall be allowed as a deduction in the case of a citizen or resident the amount of all gifts made during such year to or for the use of— (2) a corporation, or trust, or community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), including the encouragement of art and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office; (b) Nonresidents In the case of a nonresident not a citizen of the United States, there shall be allowed as a deduction the amount of all gifts made during such year to or for the use of— (2) a domestic corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, including the encouragement of art and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, which is not disqualified for tax exemption under section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office; 57 Section 4958: Taxes on excess benefit transactions (a) Initial taxes (1) On the disqualified person There is hereby imposed on each excess benefit transaction a tax equal to 25 percent of the excess benefit. The tax imposed by this paragraph shall be paid by any disqualified person referred to in subsection (f)(1) with respect to such transaction. (2) On the management In any case in which a tax is imposed by paragraph (1), there is hereby imposed on the participation of any organization manager in the excess benefit transaction, knowing that it is such a transaction, a tax equal to 10 percent of the excess benefit, unless such participation is not willful and is due to reasonable cause. The tax imposed by this paragraph shall be paid by any organization manager who participated in the excess benefit transaction. (b) Additional tax on the disqualified person In any case in which an initial tax is imposed by subsection (a)(1) on an excess benefit transaction and the excess benefit involved in such transaction is not corrected within the taxable period, there is hereby imposed a tax equal to 200 percent of the excess benefit involved. The tax imposed by this subsection shall be paid by any disqualified person referred to in subsection (f)(1) with respect to such transaction. (c) Excess benefit transaction; excess benefit For purposes of this section— (1) Excess benefit transaction (A) In general The term “excess benefit transaction” means any transaction in which an economic benefit is provided by an applicable tax-exempt organization directly or indirectly to or for the use of any disqualified person if the value of the economic benefit provided exceeds the value of the consideration (including the performance of services) received for providing such benefit. For purposes of the preceding sentence, an economic benefit shall not be treated as consideration for the performance of services unless such organization clearly indicated its intent to so treat such benefit. (B) Excess benefit The term “excess benefit” means the excess referred to in subparagraph (A). (2) 58 Special rules for donor advised funds In the case of any donor advised fund (as defined in section 4966 (d)(2))— Title 26—Internal Revenue Code Section 4958: Taxes on excess benefit transactions (A) the term “excess benefit transaction” includes any grant, loan, compensation, or other similar payment from such fund to a person described in subsection (f)(7) with respect to such fund, and (B) the term “excess benefit” includes, with respect to any transaction described in subparagraph (A), the amount of any such grant, loan, compensation, or other similar payment. (3) Special rules for supporting organizations (A) In general In the case of any organization described in section 509 (a)(3)— (i) (ii) the term “excess benefit transaction” includes (I) any grant, loan, compensation, or other similar payment provided by such organization to a person described in subparagraph (B), and (II) any loan provided by such organization to a disqualified person (other than an organization described in subparagraph (C)(ii)), and the term “excess benefit” includes, with respect to any transaction described in clause (i), the amount of any such grant, loan, compensation, or other similar payment. (B) Person described A person is described in this subparagraph if such person is— (i) a substantial contributor to such organization, (ii) a member of the family (determined under section 4958(f)(4)) of an individual described in clause (i), or (iii) a 35-percent controlled entity (as defined in section 4958 (f)(3) by substituting “persons described in clause (i) or (ii) of section 4958 (c)(3)(B)” for “persons described in subparagraph (A) or (B) of paragraph (1)” in subparagraph (A)(i) thereof). (C) Substantial contributor For purposes of this paragraph— (i) In general The term “substantial contributor” means any person who contributed or bequeathed an aggregate amount of more than $5,000 to the organization, if such amount is more than 2 percent of the total contributions and bequests received by the organization before the close of the taxable year of the organization in which the 59 contribution or bequest is received by the organization from such person. In the case of a trust, such term also means the creator of the trust. Rules similar to the rules of subparagraphs (B) and (C) of section 507 (d)(2) shall apply for purposes of this subparagraph. (ii) (4) Exception Such term shall not include— (I) any organization described in paragraph (1), (2), or (4) of section 509 (a), and (II) any organization which is treated as described in such paragraph (2) by reason of the last sentence of section 509 (a) and which is a supported organization (as defined in section 509(f)(3)) of the organization to which subparagraph (A) applies. Authority to include certain other private inurement To the extent provided in regulations prescribed by the secretary, the term “excess benefit transaction” includes any transaction in which the amount of any economic benefit provided to or for the use of a disqualified person is determined in whole or in part by the revenues of 1 or more activities of the organization but only if such transaction results in inurement not permitted under paragraph (3) or (4) of section 501 (c), as the case may be. In the case of any such transaction, the excess benefit shall be the amount of the inurement not so permitted. (d) Special rules For purposes of this section— (1) Joint and several liability If more than 1 person is liable for any tax imposed by subsection (a) or subsection (b), all such persons shall be jointly and severally liable for such tax. (2) Limit for management With respect to any 1 excess benefit transaction, the maximum amount of the tax imposed by subsection (a)(2) shall not exceed $20,000. (e) Applicable tax-exempt organization For purposes of this subchapter, the term “applicable tax-exempt organization” means— (1) 60 any organization which (without regard to any excess benefit) would be described in paragraph (3) or (4) of section 501 (c) and exempt from tax under section 501 (a), and Title 26—Internal Revenue Code Section 4958: Taxes on excess benefit transactions (2) (f) any organization which was described in paragraph (1) at any time during the 5-year period ending on the date of the transaction. Such term shall not include a private foundation (as defined in section 509 (a)). Other definitions For purposes of this section— (1) Disqualified person The term “disqualified person” means, with respect to any transaction (A) any person who was, at any time during the 5-year period ending on the date of such transaction, in a position to exercise substantial influence over the affairs of the organization, (B) a member of the family of an individual described in subparagraph (A), (C) a 35-percent controlled entity, (D) any person who is described in subparagraph (A), (B), or (C) with respect to an organization described in section 509 (a)(3) and organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of the applicable tax-exempt organization.1 (E) which involves a donor advised fund (as defined in section 4966 (d)(2)), any person who is described in paragraph (7) with respect to such donor advised fund (as so defined), and (F) which involves a sponsoring organization (as defined in section 4966 (d)(1)), any person who is described in paragraph (8) with respect to such sponsoring organization (as so defined). (2) Organization manager The term “organization manager” means, with respect to any applicable taxexempt organization, any officer, director, or trustee of such organization (or any individual having powers or responsibilities similar to those of officers, directors, or trustees of the organization). (3) 35-percent controlled entity (A) In general The term “35-percent controlled entity” means— (i) a corporation in which persons described in subparagraph (A) or (B) of paragraph (1) own more than 35 percent of the total combined voting power, (ii) a partnership in which such persons own more than 35 percent of the profits interest, and 61 (iii) a trust or estate in which such persons own more than 35 percent of the beneficial interest. (B) Constructive ownership rules Rules similar to the rules of paragraphs (3) and (4) of section 4946 (a) shall apply for purposes of this paragraph. (4) Family members The members of an individual’s family shall be determined under section 4946 (d); except that such members also shall include the brothers and sisters (whether by the whole or half blood) of the individual and their spouses. (5) Taxable period The term “taxable period” means, with respect to any excess benefit transaction, the period beginning with the date on which the transaction occurs and ending on the earliest of— (A) the date of mailing a notice of deficiency under section 6212 with respect to the tax imposed by subsection (a)(1), or (B) the date on which the tax imposed by subsection (a)(1) is assessed. (6) Correction The terms “correction” and “correct” mean, with respect to any excess benefit transaction, undoing the excess benefit to the extent possible, and taking any additional measures necessary to place the organization in a financial position not worse than that in which it would be if the disqualified person were dealing under the highest fiduciary standards, except that in the case of any correction of an excess benefit transaction described in subsection (c)(2), no amount repaid in a manner prescribed by the secretary may be held in any donor advised fund. (7) Donors and donor advisors For purposes of paragraph (1)(E), a person is described in this paragraph if such person— (A) is described in section 4966 (d)(2)(A)(iii), (B) is a member of the family of an individual described in subparagraph (A), or (C) is a 35-percent controlled entity (as defined in paragraph (3) by substituting “persons described in subparagraph (A) or (B) of paragraph (7)” for “persons described in subparagraph (A) or (B) of paragraph (1)” in subparagraph (A)(i) thereof). (8) 62 Investment advisors For purposes of paragraph (1)(F)— Title 26—Internal Revenue Code Section 4958: Taxes on excess benefit transactions (A) In general A person is described in this paragraph if such person— (i) is an investment advisor, (ii) is a member of the family of an individual described in clause (i), or (iii) is a 35-percent controlled entity (as defined in paragraph (3) by substituting “persons described in clause (i) or (ii) of paragraph (8)(A)” for “persons described in subparagraph (A) or (B) of paragraph (1)” in subparagraph (A)(i) thereof). (B) Investment advisor defined For purposes of subparagraph (A), the term “investment advisor” means, with respect to any sponsoring organization (as defined in section 4966 (d)(1)), any person (other than an employee of such organization) compensated by such organization for managing the investment of, or providing investment advice with respect to, assets maintained in donor advised funds (as defined in section 4966 (d)(2)) owned by such organization. 63 California Corporations Code Section 5056 “Member” (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or on a dissolution unless the provision granting such right to vote is only effective as a result of paragraph (2) of subdivision (a) of Section 7132. "Member" also means any person who is designated in the articles or bylaws as a member and, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote on changes to the articles or bylaws. (b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part and in Parts 2 through 5 of this division, upon any person or persons who do not have any of the voting rights referred to in subdivision (a). (c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members. (d) A person is not a member by virtue of any of the following: (1) Any rights such person has as a delegate. (2) Any rights such person has to designate or select a director or directors. (3) Any rights such person has as a director. Section 5212 Creation of committees; Appointment of members; Authority (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to: As Amended February 2015 (1) The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033), regardless of whether the corporation has members. (2) The filling of vacancies on the board or in any committee which has the authority of the board. (3) The fixing of compensation of the directors for serving on the board or on any committee. (4) The amendment or repeal of bylaws or the adoption of new bylaws. (5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable. (6) The appointment of committees of the board or the members thereof. (7) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (8) The approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233. (b) A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons who are not directors. (c) Unless the bylaws otherwise provide, the board may delegate to any committee powers as authorized by Section 5210, but may not delegate the powers set forth in paragraphs (1) to (8), inclusive, of sub division (a). Section 5221 Grounds for vacating office of director (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (b) As provided in paragraph (3) of subdivision (c) of Section 5151, the articles or bylaws may prescribe the qualifications of directors. The board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office. Section 5222 Removal of directors without cause (a) (b) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). (3) In a corporation with no members, the removal is approved by a majority of the directors then in office. Except for a corporation having no members pursuant to Section 5310: (1) In a corporation in which the articles or bylaws authorize members to cumulate their votes pursuant to subdivision (a) of Section 5616, no director may be removed (unless the entire board is removed) if the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. (2) If by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (3) If by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping. (c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director's term of office unless the reduction or any amendment also provides for the removal of one or more specified directors. (d) Except as provided in this section and Sections 5221 and 5223, a director may not be removed prior to the expiration of the director's term of office. (e) If a director removed under this section or Section 5221 or 5223 was chosen by designation pursuant to subdivision (d) of Section 5220, then: As Amended February 2015 (f) (1) If a different person may be designated pursuant to a governing article or bylaw provision, the new designation shall be made. (2) If the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed. For the purposes of this subdivision, "designator" means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then: (1) Unless otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director. (2) Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director. (3) Unless otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist: (A) The designator entitled to that right has died or ceased to exist. (B) If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist. Section 5224 Selection, Removal, and Resignation of Directors (a) (b) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 5211, or (3) a sole remaining director. Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 5310, such vacancies may be filled only by approval of the members (Section 5034). The members may elect a director at any time to fill any vacancy not filled by the directors. (c) Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Section 5233 Self-dealing transaction by interested director; Remedies (a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest and which does not meet the requirements of paragraph (1), (2), or (3) of subdivision (d). Such a director is an “interested director” for the purpose of this section. (b) The provisions of this section do not apply to any of the following: (1) An action of the board fixing the compensation of a director as a director or officer of the corporation. (2) A transaction which is part of a public or charitable program of the corporation if it: (3) (c) (i) is approved or authorized by the corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program. A transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars ($100,000). The Attorney General or, if the Attorney General is joined as an indispensable party, any of the following may bring an action in the superior court of the proper county for the remedies specified in subdivision (h): (1) The corporation, or a member asserting the right in the name of the corporation pursuant to Section 5710. (2) A director of the corporation. (3) An officer of the corporation. (4) Any person granted relator status by the Attorney General. As Amended February 2015 (d) In any action brought under subdivision (c) the remedies specified in subdivision (h) shall not be granted if: (1) The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or (2) The following facts are established: (A) The corporation entered into the transaction for its own benefit; (B) The transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction; (C) Prior to consummating the transaction or any part thereof the board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director’s interest in the transaction. Except as provided in paragraph (3) of this subdivision, action by a committee of the board shall not satisfy this paragraph; and (D) (i) (ii) (3) Prior to authorizing or approving the transaction the board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances or the corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or The following facts are established: (A) A committee or person authorized by the board approved the transaction in a manner consistent with the standards set forth in paragraph (2) of this subdivision; (B) It was not reasonably practicable to obtain approval of the board prior to entering into the transaction; and (C) The board, after determining in good faith that the conditions of subparagraphs (A) and (B) of this paragraph were satisfied, ratified the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or directors. (e) Except as provided in subdivision (f), an action under subdivision (c) must be filed within two years after written notice setting forth the material facts of the transaction and the director’s interest in the transaction is filed with the Attorney General in accordance with such regulations, if any, as the Attorney General may adopt or, if no such notice is filed, within three years after the transaction occurred, except for the Attorney General, who shall have 10 years after the transaction occurred within which to file an action. (f) In any action for breach of an obligation of the corporation owed to an interested director, where the obligation arises from a self-dealing transaction which has not been approved as provided in subdivision (d), the court may, by way of offset only, make any order authorized by subdivision (h), notwithstanding the expiration of the applicable period specified in subdivision (e). (g) Interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes, approves or ratifies a contract or transaction. (h) If a self-dealing transaction has taken place, the interested director or directors shall do such things and pay such damages as in the discretion of the court will provide an equitable and fair remedy to the corporation, taking into account any benefit received by the corporation and whether the interested director or directors acted in good faith and with intent to further the best interest of the corporation. Without limiting the generality of the foregoing, the court may order the director to do any or all of the following: (1) Account for any profits made from such transaction, and pay them to the corporation; (2) Pay the corporation the value of the use of any of its property used in such transaction; and (3) Return or replace any property lost to the corporation as a result of such transaction, together with any income or appreciation lost to the corporation by reason of such transaction, or account for any proceeds of sale of such property, and pay the proceeds to the corporation together with interest at the legal rate. The court may award prejudgment interest to the extent allowed in Section 3287 or 3288 of the Civil Code. In addition, the court may, in its discretion, grant exemplary damages for a fraudulent or malicious violation of this section. Section 5234 Standards of Conduct (a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the As Amended February 2015 meeting of the board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if (b) (1) The material facts as to the transaction and as to such director's other directorship are fully disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director or directors; or (2) As to contracts or transactions not approved as provided in paragraph (1) of this subdivision, the contract or transaction is just and reasonable as to the corporation at the time it is authorized, approved or ratified. This section does not apply to transactions covered by Section 5233. Section 5235 Standards of Conduct (a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be voidable merely because the persons receiving the compensation participated in the decision to pay it, unless it was not just and reasonable as to the corporation at the time it was authorized, ratified or approved. (b) In the absence of fraud, any liability under this section shall be limited to the amount by which the compensation exceeded what was just and reasonable, plus interest from the date of payment. Section 5236 Loans or guaranties for obligations of director or officer (a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney General; provided, however, that a corporation may advance money to a director or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by such corporation, its parent, or any subsidiary. (b) The provisions of subdivision (a) do not apply to the payment of premiums in whole or in part by a corporation on a life insurance policy on the life of a director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value. (c) The provisions of subdivision (a) do not apply to a loan of money to or for the benefit of an officer in circumstances where the loan is necessary, in the judgment of the board, to provide financing for the purchase of the principal residence of the officer in order to secure the services or continued services of the officer and the loan is secured by real property located in the state. Section 5238 “Agent;” “Proceeding;” “Expenses;” Power of corporation to indemnify person threatened to be made party to proceeding; Indemnification of agent for expenses incurred; Purchase of liability insurance on behalf of corporate agent; Applicability of section (a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision (e). (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful. (c) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 5233, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection As Amended February 2015 with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision: (1) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General. (d) To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. (e) Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivision (b) or (c), by: (f) (1) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (2) Approval of the members (Section 5034), with the persons to be indemnified not being entitled to vote thereon; or (3) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section. The provisions of subdivision (a) of Section 5236 do not apply to advances made pursuant to this subdivision. (g) No provision made by a corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. (h) No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstance where it appears: (1) That it would be inconsistent with a provision of the articles, bylaws, a resolution of the members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. (i) A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 5233. (j) This section does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent as defined in subdivision (a) of the employer corporation. A corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207. Section 5240 Investments (a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation's public or charitable programs are not subject to this section. (b) Except as provided in subdivision (c), in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the corporation's investments, the board shall do the following: As Amended February 2015 (1) Avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the corporation's capital. (2) Comply with additional standards, if any, imposed by the articles, bylaws or express terms of an instrument or agreement pursuant to which the assets were contributed to the corporation. (c) No investment violates this section where it conforms to provisions authorizing the investment contained in an instrument or agreement pursuant to which the assets were contributed to the corporation. No investment violates this section or Section 5231 where it conforms to provisions requiring the investment contained in an instrument or agreement pursuant to which the assets were contributed to the corporation. (d) In carrying out duties under this section, each director shall act as required by subdivision (a) of Section 5231, may rely upon others as permitted by subdivision (b) of Section 5231, and shall have the benefit of subdivision (c) of Section 5231, and the board may delegate its investment powers as permitted by Section 5210. (e) Nothing in this section shall be construed to preclude the application of the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing with Section 18501) of Division 9 of the Probate Code) if that act would otherwise be applicable, but nothing in the Uniform Prudent Management of Institutional Funds Act alters the status of governing boards, or the duties and liabilities of directors, under this part. Section 5341 Procedure for termination or suspension of a member club or delegate at large (a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination or suspension not in accord with this section shall be void and without effect. (b) Any expulsion, suspension or termination must be done in good faith and in a fair and reasonable manner. Any procedure which conforms to the requirements of subdivision (c) is fair and reasonable, but a court may also find other procedures to be fair and reasonable when the full circumstances of the suspension, termination, or expulsion are considered. (c) A procedure is fair and reasonable when: (1) The provisions of the procedure have been set forth in the articles or bylaws, or copies of such provisions are sent annually to all the members as required by the articles or bylaws; (2) It provides the giving of 15 days prior notice of the expulsion, suspension or termination and the reasons therefor; and (3) It provides an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or body authorized to decide that the proposed expulsion, termination or suspension not take place. d) Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by firstclass or registered mail sent to the last address of the member shown on the corporation's records. (e) Any action challenging an expulsion, suspension or termination of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension or termination. In the event such an action is successful the court may order any relief, including reinstatement, it finds equitable under the circumstances, but no vote of the members or of the board may be set aside solely because a person was at the time of the vote wrongfully excluded by virtue of the challenged expulsion, suspension or termination, unless the court finds further that the wrongful expulsion, suspension or termination was in bad faith and for the purpose, and with the effect, of wrongfully excluding the member from the vote or from the meeting at which the vote took place, so as to affect the outcome of the vote. (f) This section governs only the procedures for expulsion, suspension or termination and not the substantive grounds therefor. An expulsion, suspension or termination based upon substantive grounds which violate contractual or other rights of the member or are otherwise unlawful, is not made valid by compliance with this section. (g) A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, services or benefits actually rendered, dues, assessments or fees incurred before the expulsion, suspension or termination or arising from contract or otherwise. Section 6322 Annual statement of transaction with or indemnification of interested person; Required contents (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or indemnification of a kind described in subdivision (d) or (e), if any such transaction or indemnification took place. If the corporation issues an annual report to all members, this subdivision shall be satisfied by including the required information in the annual report. A corporation which does not issue an annual report to all members, pursuant to subdivision (c) or (d) of Section 6321, shall satisfy this As Amended February 2015 section by mailing or delivering to its members the required statement within 120 days after the close of the corporation’s fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that statement may be sent by electronic transmission by the corporation (Section 20). (b) Except as provided in subdivision (c), a covered transaction under this section is a transaction in which the corporation, its parent, or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest: (1) Any director or officer of the corporation, or its parent or subsidiary. (2) Any holder of more than 10 percent of the voting power of the corporation, its parent or its subsidiary. For the purpose of subdivision (d), an “interested person” is any person described in paragraph (1) or (2) of this subdivision. (c) For the purpose of subdivision (b), a mere common directorship is not a material financial interest. (d) The statement required by subdivision (a) shall describe briefly: (e) (1) Any covered transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000), or which was one of a number of covered transactions in which the same interested person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than fifty thousand dollars ($50,000). (2) The names of the interested persons involved in such transactions, stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. The statement required by subdivision (a) shall describe briefly the amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to Section 5238; provided that no such report need be made in the case of indemnification approved by the members (Section 5034) under paragraph (2) of subdivision (e) of Section 5238. Section 6333 Rights of Inspection The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall beopen to inspection upon the written demand on the corporation of anymember at any reasonable time, for a purpose reasonably related tosuch person's interests as a member. DISTRICT ADMINISTRATIVE BYLAWS TABLE OF CONTENTS District Administrative Bylaws Article I: Authority and Title ....................................................................................................... 83 (a) Authority ................................................................................................................... 83 (b) District Title .............................................................................................................. 83 Article II: Purpose ........................................................................................................................ 83 Article III: Affiliation and Liability .............................................................................................. 84 (a) With Toastmasters Clubs ......................................................................................... 84 (b) With Toastmasters International .............................................................................. 84 (c) Receivership ............................................................................................................ 84 Article IV: Policy .......................................................................................................................... 84 Article V: Boundaries .................................................................................................................. 85 Article VI: Area and Division Organization ............................................................................... 85 Article VII: Officers ...................................................................................................................... 85 (a) District Officers ........................................................................................................ 85 (b) Elective Officers ....................................................................................................... 85 (c) Other Officers .......................................................................................................... 85 (d) Qualifications ........................................................................................................... 86 (e) Term of Office .......................................................................................................... 86 (f) Vacancies ................................................................................................................ 86 (g) Resignation or Removal .......................................................................................... 86 (h) Compensation .......................................................................................................... 87 Article VIII: Duties of Officers ..................................................................................................... 87 (a) In General ................................................................................................................ 87 (b) District Governor ...................................................................................................... 87 (c) Lieutenant Governor Education and Training .......................................................... 88 (d) Lieutenant Governor Marketing ............................................................................... 88 (e) Public Relations Officer ........................................................................................... 88 (f) Division Governors .................................................................................................. 88 (g) Area Governors ....................................................................................................... 88 (h) District Secretary ..................................................................................................... 89 (i) District Treasurer ..................................................................................................... 89 Article IX: District Council .......................................................................................................... 89 (a) Composition ............................................................................................................. 89 (b) Authority ................................................................................................................... 89 Article X: Council Meetings, Quorum, Proxies, and Voting .................................................... 89 (a) Regular Meetings ..................................................................................................... 89 (b) Special Meetings ..................................................................................................... 90 (c) Quorum .................................................................................................................... 90 (d) Proxies ..................................................................................................................... 90 (e) Voting ....................................................................................................................... 91 Article XI: Committees ................................................................................................................ 91 (a) District Executive Committee ................................................................................... 91 (b) District Nominating Committee ................................................................................ 91 (c) Audit Committee ...................................................................................................... 91 (d) Other Committees .................................................................................................... 92 Article XII: Finances and Records ............................................................................................. 92 (a) Finances .................................................................................................................. 92 (b) Records ................................................................................................................... 92 Article XIII: Rules of Order .......................................................................................................... 92 Article XIV: Political Activity ...................................................................................................... 92 Article XV: Legal Action .............................................................................................................. 93 Article XVI: Governing Law ........................................................................................................ 93 Article XVII: Amendments and Other Rules .............................................................................. 93 Appendix Glossary of Governing Documents ........................................................................................... 95 Article I: Authority and Title (a) Authority These District Administrative Bylaws are promulgated under the authority of Article XII of the Bylaws of Toastmasters International, by its Board of Directors, relating to district administration. (b) District Title This district shall be designated as set forth in the title of these administrative bylaws. Article II: Purpose The purpose of this district is to enhance the quality and performance and extend the network of the member clubs of Toastmasters International within the boundaries of this district, thereby offering greater numbers of people the opportunity to benefit from the Toastmasters educational program by: Focusing on the critical success factors as specified by the district educational and membership goals. Ensuring that each club effectively fulfills its responsibilities to its individual members. Providing effective training and leadership-development opportunities for club and district officers. In order to carry out the purpose, the officers of this district are empowered to manage Toastmasters International programs and activities within this district, and to act as stewards of Toastmasters International’s assets for this district. Using such powers and assets, this district shall: 1. Assist each member club to fulfill effectively its responsibility to its individual members; 2. Encourage and assist in the training of member club officers; 3. Develop a close relationship between member clubs and Toastmasters International; 4. Promote interest in, and extend the benefits of, individual membership in Toastmasters clubs; 5. Help in the organization of new Toastmasters clubs; and 83 District Administrative Bylaws Article III: Affiliation and Liability 6. Encourage member clubs to undertake programs and projects that will cause greater community awareness of the Toastmasters programs and meet the needs of individual members. Article III: Affiliation and Liability (a) With Toastmasters Clubs All member clubs in Toastmasters International in good standing within the boundaries of this district, and all such clubs organized hereafter, shall be affiliated with this district. However, this district shall have no liability to any third party for any debt or obligation of any club, nor shall any club have any liability to any third party for any debt or obligation of this district or any other component part of Toastmasters International. (b) With Toastmasters International This district is an integral part of Toastmasters International, a California nonprofit public benefit corporation, and, as an administrative unit of that corporation, its activities and affairs shall be managed, and its powers exercised, under the ultimate direction of the Board of Directors of Toastmasters International. This district is not an independent or autonomous legal entity. Because Toastmasters International is the exclusive owner of all the trade names, trademarks, service marks, emblems, insignia, and copyrights associated with the Toastmasters collective membership mark, no district has the authority to create a separate legal entity. (c) Receivership In situations where the ability of a district to accomplish the mission set forth in Article II is in serious jeopardy, the Board of Directors of Toastmasters International may declare the district to be in full or partial receivership. Where the situation is urgent and immediate action is required, the Executive Committee of the Board of Directors may act under Article V, Section 6, of the Bylaws of Toastmasters International to declare a district to be in full or partial receivership. Under a declaration of receivership, all or part of the provisions of these District Administrative Bylaws may be suspended, modified, or augmented, which may include, as appropriate, provisions regarding the conduct of financial affairs, the filling of vacancies in district officer positions, and the operation of the district council, the district executive committee, and other district committees. The declaration shall delegate authority over the district in receivership to the International President, to an international vice president, to an acting district governor, to the Executive Director, or to a combination of the foregoing, for the period of time specified on the declaration. Article IV: Policy This district shall not adopt any policy in conflict with any policy of Toastmasters International, and its actions shall be consistent with the purposes and ideals of Toastmasters International. These administrative bylaws shall be deemed automatically 84 District Administrative Bylaws Article V: Boundaries modified and amended so that they shall at no time be in conflict or inconsistent with the Articles of Incorporation, Bylaws or Policies established by the Board of Directors of Toastmasters International, as they now exist or hereafter may be changed or amended. Article V: Boundaries The geographic boundaries of this district shall be as follows: _______. The district council of this district shall have the authority to change such boundaries, subject to the approval of the Board of Directors of Toastmasters International. Article VI: Area and Division Organization The member clubs of this district shall be organized into areas, the number and composition of which shall be determined by the district council at its annual meeting, to become effective the following July 1. Each area shall be under the direction of an area governor acting under the district governor and district council. This district may further organize areas together into divisions under the supervision of division governors. Any such division of the district into divisions shall be accomplished at the annual meeting to become effective the following July 1. Article VII: Officers (a) District Officers The officers of this district shall be a district governor, a lieutenant governor education and training, a lieutenant governor marketing, a public relations officer, a district secretary, a district treasurer, area governors, and may include division governors at the discretion of the district council. In addition to these officers, the district may have such other officers as the district council may provide, but Toastmasters International credit toward any educational award is limited to service as a district officer named in the preceding sentence. (b) Elective Officers The elective officers of this district shall be the district governor, the lieutenant governor education and training, the lieutenant governor marketing, and any division governors. No district officer may be re-elected to the same office for succeeding terms in which a full year has been served, except that the division governors may be re-elected to succeed themselves for one term. The election of officers shall take place at the annual meeting of the district council. The report of the district nominating committee shall be submitted in writing to all members of the district council at least four weeks prior to the election meeting. Nominations may also be made from the floor by any member of the district council. All elections shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote. A majority of the votes cast is necessary for an election. (c) Other Officers The other officers of this district shall be the public relations officer, the district secretary, the district treasurer, and the area governor for each area. These officers 85 District Administrative Bylaws Article VII: Officers may be elected or may be appointed by and serve at the will of the district governor, subject to the approval of the district executive committee and confirmation by the district council. The public relations officer, the district secretary and the district treasurer shall be eligible for re-election or re-appointment for one succeeding term only. The offices of district secretary and district treasurer may be combined. Area governors may be elected by the area councils. Area governors shall be eligible for re-election or re-appointment for one succeeding term only. (d) Qualifications At the time of taking office, the district governor shall have served at least six consecutive months as a club president and at least 12 consecutive months as a lieutenant governor or division governor or a combination thereof. The lieutenant governors shall have served at least six consecutive months as club president and at least 12 consecutive months as a lieutenant governor, a division governor or an area governor or a combination thereof. The division governors shall have served at least six consecutive months as members of a district council. Insofar as practicable, the area governors shall have served as members of a district council. The term “lieutenant governor” in this paragraph shall refer only to the offices of lieutenant governor education and training or lieutenant governor marketing. All district officers must be active individual members of member clubs and must be in good standing with Toastmasters International under Article III, Section 8 of the Bylaws of Toastmasters International. (e) Term of Office The terms of all district officers shall commence at 12:01 a.m. on July 1 and end on the following June 30, at midnight. (f) Vacancies A vacancy in any elective office shall be filled by the district executive committee based upon the recommendation of the district governor, or upon recommendation of the highest elected district officer if the vacancy is in the office of district governor. Such appointment shall become effective immediately and will run until the next succeeding district council meeting at which time such appointment shall be confirmed or another individual member elected to the office. If the office of immediate past district governor is vacated for any reason, it shall stay vacant for the remainder of the term. (g) Resignation or Removal Any officer may resign at any time, provided that any resignation must be in writing, and will be effective on delivery to the district secretary or the district governor, unless the resignation provides for a later effective date. Any member of the district executive committee may be removed from office by a two-thirds vote of the district executive committee. Any appointed officer may be removed from office at the district governor’s discretion by the district governor. Such removal of an appointed officer shall become effective immediately; appointment of a replacement shall be made by the same procedure as the original appointment. The members of the district executive committee are responsible to the Board of Directors of 86 District Administrative Bylaws Article VIII: Duties of Officers Toastmasters International, and may be removed at any time by that board if it finds it to be in the best interests of Toastmasters International, its member clubs and their individual members, to do so. (h) Compensation No district, division, or area officer shall receive a salary or other compensation except a return for expenses incurred for the benefit of the organization and only to the extent provided for in the adopted district budget. Article VIII: Duties of Officers (a) In General The district officers shall have such obligations, responsibilities, and duties as may be set forth in policies and procedures prescribed from time to time by the Board of Directors or in the Articles of Incorporation or Bylaws of Toastmasters International, in these administrative bylaws, or in standing rules or policies adopted by the district council of this district. The authority delegated by the Board of Directors of Toastmasters International to district officers to act as stewards of Toastmasters International’s resources in the district is subject at all times to the ultimate direction of the Board. (b) District Governor The district governor shall report to and take direction from the district council in matters pertaining to district organization, programs, and procedures, but the district governor shall be ultimately responsible to the Board of Directors in the exercise of his or her powers and duties. The district governor shall uphold and promote the purposes of Toastmasters International in the district. As the representative of Toastmasters International, the district governor, personally and through the lieutenant governors, shall carry out the programs approved by the Board of Directors and the district council. The district governor presides at all meetings of the district council and the district executive committee; fills such appointive offices as are provided for in these administrative bylaws, subject to the approval of the district executive committee and confirmation by the district council; authorizes withdrawals of district funds, in the manner and to the extent provided in Article XII of these administrative bylaws; and must approve all withdrawals chargeable to the district on the books of Toastmasters International. By the published deadlines, the district governor shall submit to the Board of Directors any reports that may be required by the Board of Directors. The district governor shall provide to each member club in this district and to World Headquarters, copies of the adopted budget, the report of the audit committee, and such other reports as the Board of Directors from time to time may require. The district governor shall furnish World Headquarters with such information as the Board of Directors from time to time may require before the district shall be eligible to withdraw funds of Toastmasters International authorized by the Board of Directors for district activities and operations. 87 District Administrative Bylaws Article VIII: Duties of Officers (c) Lieutenant Governor Education and Training The lieutenant governor education and training is the second-ranking member of the district executive committee, and presides over that body and the district council in the absence of the district governor. The lieutenant governor education and training assists the education committees of the member clubs and areas and divisions of the district in utilizing the educational programs and materials of Toastmasters International and has the responsibility for: the training of all division, area and club officers; the preparing and conducting of educational programs for district conferences; the supervising and coordinating of district-wide speech contests; and the formulating of specific educational recognition programs. The lieutenant governor education and training shall attend district council meetings. (d) Lieutenant Governor Marketing The lieutenant governor marketing is the third-ranking member of the district executive committee and presides over that body and the district council in the absence of the district governor and lieutenant governor education and training. The lieutenant governor marketing is responsible for the development, direction, and coordination of an overall marketing plan necessary for building new member clubs; the increase in individual membership and retaining members in the district; the recruitment and training of district marketing teams; and the formulation of specific membership building recognition programs. The lieutenant governor marketing shall attend district council meetings. (e) Public Relations Officer The public relations officer serves under the direction of the district governor and is responsible for the development and administration of a public relations program that will provide improved understanding by individual members of clubs and the public of the opportunities available for personal development in the Toastmasters International Communication and Leadership Programs. (f) Division Governors The division governors shall coordinate the activities of area governors within the division and provide area officers with a supervisory head for counsel, information, and service. (g) Area Governors The area governors shall be responsible for the member clubs within their areas and shall represent the district governor and, if applicable, the division governor to the clubs in their areas. As presiding officer of the area council, the area governor shall hold regular area council meetings, and shall appoint (or provide for the election by clubs in the area of) an area staff for the conduct of area activities between area council meetings. The area governor shall perform such other duties as the district governor and district council may prescribe. 88 District Administrative Bylaws Article IX: District Council (h) District Secretary The district secretary shall have custody of this district’s administrative bylaws and all other records and documents of this district; shall keep the minutes of the meetings of the district council and district executive committee; and shall transmit the same to the successor. The district secretary shall have charge of all district correspondence, and shall perform such other duties as may be prescribed by the district governor or district council. (i) District Treasurer The district treasurer shall have charge of all funds and other personal property of the district and shall transmit the accounts and all undistributed funds to the successor. The district treasurer shall disburse all funds upon order of the district governor, as provided herein, and shall perform such other duties as may be prescribed by the district governor or district council. Article IX: District Council (a) Composition The district council shall consist of the district executive committee, as defined in Article XI(a) hereof, and the club president and vice president education from each member club in the district. These shall be the only voting members of the district council, and references made in these administrative bylaws to “members of the district council” shall mean only voting members. (b) Authority The district council shall serve as the administrative governing body of the district, operating with powers delegated to the district council by the Board of Directors of Toastmasters International and subject at all times to the ultimate direction of the Board of Directors and the Articles of Incorporation, Bylaws, Policies, and decisions of Toastmasters International, and these administrative bylaws. The district council shall conduct all business of the district, shall assume responsibility for the payment, with district funds, of all debts incurred in the presentation of district council meetings and other district functions, and shall not assess or impose any financial obligation on any member club or any individual member of a club. Article X: Council Meetings, Quorum, Proxies, and Voting (a) Regular Meetings The district council shall hold at least two regular meetings during each year, with the exact number and schedule of meetings to be fixed by the district council from time to time. One of the required meetings shall be called the “annual meeting,” and shall be held between March 15 and June 1. The other required meeting shall be held as soon as practical after the Annual Business Meeting of Toastmasters International, but in no event later than December 1. Notice of any regular meeting shall be sent in writing to all district council members at least four weeks prior to the 89 District Administrative Bylaws Article X: Council Meetings, Quorum, Proxies, and Voting date of such meeting. Both meetings shall include in their schedule educational programs or sessions for all district council members attending. (b) Special Meetings Special meetings of the district council may be called by the International President, the district governor, a majority of the district executive committee, or not less than one-fourth of the members of the district council. Notice thereof shall be sent in writing to all district council members at least two weeks prior to the date of such meeting, and shall set forth the purpose for which such meeting is called, but any business otherwise valid may be transacted at the meeting. (c) Quorum One-third of the club presidents and vice presidents education from member clubs in the district, or proxies as authorized by subparagraph (d) hereof, shall constitute a quorum for all district council meetings. In the event that any business is transacted at any district council meeting at which a quorum is not present, the action shall be deemed as valid as if a quorum were present if it thereafter is expressly approved in writing, personally, by mail, fax, e-mail, electronic transmission or other reasonable means, by the affirmative vote of a majority of the member clubs in the district on the basis of two (2) votes per club. (d) Proxies Either the club president or vice president education of any member club may designate, in writing, any active individual member of the club to act as a proxy for him or her at any district council meeting. In the event one of those officers is not in attendance at the meeting and has not designated, in writing, an active individual member of the club to act as his or her proxy at such meeting, the officer or proxyholder in attendance shall be deemed to hold the proxy of the other and may therefore cast two votes at such meeting. The intent of this provision is to assure that every club will be represented by two votes. No other proxies shall be valid at a district council meeting. A written proxy, to be valid at a district council meeting, must contain all the elements set forth in Toastmasters International policy and must be delivered personally, by mail, by fax, by e-mail, by electronic transmission, or by other reasonable means to the club member who will hold the proxy. The proxy holder must present the proxy in paper form (i.e., print out an e-mail) to the credentials desk. If the proxy does not bear a handwritten signature, it must have the typed name of the club officer(s) giving the proxy or some other indication that the club officer(s) authorized the proxy to be given. A proxy that complies with these requirements shall be treated as valid so long as the credentials desk has no reason to believe that the proxy was not authorized. A proxy holder cannot transfer or assign a proxy to someone else. A valid proxy delivered to the proxy holder is revoked only if the club officer who gave the proxy takes one of the following subsequent actions: he or she destroys the proxy, cancels the proxy in writing, issues another proxy authorized at a later date, or actually attends the district council meeting. 90 District Administrative Bylaws Article XI: Committees (e) Voting Each member of the district council in attendance at a council meeting, or his or her proxy as authorized by subparagraph (d) hereof, is entitled to one vote. Any active individual member who carries the proxies of both the club president and vice president education from a member club is entitled to two votes; and any such individual member who is also entitled to a vote as a member of the district executive committee is entitled to three votes. All other members of the district council shall be limited to a maximum of two votes. Article XI: Committees (a) District Executive Committee The district governor, the lieutenant governor education and training, the lieutenant governor marketing, the public relations officer, the district secretary, the district treasurer, the area governors, and any division governors, together with the immediate past district governor, shall be the district executive committee, which shall have all functions and powers of the district council except such powers as may be reserved by the district council to itself; subject at all times to the general direction and approval of the district council. A majority of the district executive committee shall constitute a quorum. This committee shall recommend the division of the district into areas and divisions (optional) for approval at the annual meeting. The district executive committee shall prepare a budget in the form prescribed by Toastmasters International, covering estimated receipts and expenditures for the ensuing year, and shall submit it to World Headquarters by September 30. This proposed budget shall be acted upon by the district council at its first meeting. The district executive committee shall have such other duties as are delegated to it by the district council. (b) District Nominating Committee The district governor shall appoint the nominating committee chair no later than October 1. The remaining committee members shall be appointed no later than November 1 and shall consist of no fewer than five members. The committee shall operate under the procedural rules adopted by the Toastmasters International Board of Directors for the selection of candidates for the elective district offices. The committee’s results shall be reported in writing to the district governor no fewer than six weeks before the district’s annual meeting. The district governor shall submit the nominating committee report to the members of the district council at least four weeks prior to the annual meeting. (c) Audit Committee Each year the district governor shall appoint an audit committee consisting of at least three individual members who are not members of the district executive committee. The reports of this committee shall contain information in the format required by Toastmasters International. The committee shall submit an interim midyear audit report no later than February 15. The committee shall then complete a year-end audit report for the fiscal year ending June 30. The outgoing and incoming 91 District Administrative Bylaws Article XII: Finances and Records district governors are jointly responsible for submitting this report to the member clubs and to World Headquarters by August 31. (d) Other Committees Other committees may be appointed from time to time as may be deemed advisable by the district governor or the district council. Such committees may include, among others, the following special committees: district education and training, district marketing, district public relations, Youth Leadership program, Speechcraft, administrative policies and procedures, awards, speakers bureau, district newsletter, and past district governors committee. Article XII: Finances and Records (a) Finances The conduct of this district’s financial affairs shall be subject to policies established by the Toastmasters International Board of Directors from time to time. Payments of district expenses shall be made only for expense items benefitting the district and consistent with the purposes and policies of Toastmasters International. Toastmasters International will transfer funds to the district upon presentation of a requisition which sets forth the purpose of the withdrawal and which is signed by the district governor and either the district secretary or district treasurer. All disbursements of district funds shall be subject to the approval of the district council and shall be in accordance with the district budget, unless otherwise approved by the Board of Directors. (b) Records The outgoing district officers shall transfer to the incoming officers, in good order, the complete records of their respective offices by the beginning of the administrative year (July1). Article XIII: Rules of Order Robert’s Rules of Order Newly Revised shall be the final authority on parliamentary procedure insofar as Robert's Rules do not conflict with any provision of these administrative bylaws, the Articles of Incorporation or Bylaws of Toastmasters International, policies and procedures set by the Board of Directors of Toastmasters International from time to time, or applicable law, provided that if the district is located in a jurisdiction where Robert’s Rules are not a recognized authority on parliamentary procedure, this district may use the recognized authority in the jurisdiction where this district is located in place of Robert’s Rules. Article XIV: Political Activity This district shall not take any official position on any issue of local, state, or national public policy, or otherwise engage in any legislative lobbying. This district shall not participate or intervene in any way in any campaign of any person for any public office. 92 District Administrative Bylaws Article XV: Legal Action Article XV: Legal Action This district shall not file any lawsuit as a party plaintiff, hire legal counsel, file any response to any lawsuit, respond to any subpoena, or take any other legal action without the prior written approval of the Executive Director of Toastmasters International. In the event this district is served with any summons, complaint, subpoena, injunction, or other form of legal process, the district officer receiving the legal process shall so notify World Headquarters within 24 hours of such service. Article XVI: Governing Law This district shall be governed by, and these administrative bylaws shall be construed in accordance with, the laws of the State of California, where Toastmasters International is incorporated, regardless of where this district is located. Article XVII: Amendments and Other Rules (a) Amendments to these administrative bylaws shall be made only by the Board of Directors of Toastmasters International. The administrative bylaws for this district shall be identical, except for the description of boundaries in Article V above, to the administrative bylaws for all other districts of Toastmasters International. The Executive Director of Toastmasters International shall notify the following of any amendment adopted by the Board of Directors: all member clubs and the district governor, the lieutenant governors, the immediate past district governor, the public relations officer, the district secretary, the district treasurer, the division governors and area governors of each district. (b) The district council of this district may propose an amendment to these administrative bylaws to the Board of Directors or Executive Committee of Toastmasters International, provided that the district council shall have given written notice of such proposal at least 30 days in advance of the district council’s action to all member clubs affiliated with this district, and shall thereafter give 45 days’ written notice to the Board. The Board of Directors or Executive Committee of Toastmasters International, whichever is the next to meet after submission of a proposed amendment, shall consider the proposal at its next meeting. No proposed amendment shall become effective without the approval of the Board of Directors or Executive Committee. (c) Policies and standing rules applicable only to this district may be adopted by the Board of Directors of Toastmasters International, or by the district council of this district. Such policies and rules must be submitted promptly to World Headquarters to be kept on file, and must not be in conflict with any provision of these administrative bylaws, the Articles of Incorporation or Bylaws of Toastmasters International, policies adopted by the Board of Directors, or applicable law. The Board reserves the right to review, disapprove, or modify any such policy or standing rule. In addition, the Board may test the feasibility of potential amendments to these administrative bylaws by allowing alterations, at specific times and locations that may conflict with existing provisions of these administrative bylaws. 93 Glossary of Governing Documents The following glossary collects definitions found throughout the governing documents for convenient reference. However, this glossary does not contain every term used in the governing documents, nor are these summary definitions intended to substitute for the full definitions given in the governing documents themselves. If any question should arise concerning the definition of any term in this glossary, the reader is advised to consult the governing documents. Nothing in this glossary shall be considered in legally or judicially construing the meaning of any term in the governing documents. Annual Business Meeting The regular yearly meeting of the voting members of Toastmasters International, held during the International Convention, for the election of officers and directors and the conduct of other corporate business. See the Bylaws of Toastmasters International, Articles IX and X. Areas Administrative units within each district of Toastmasters International, each of which is under the direction of an area governor. The district may organize areas together into divisions. Articles of Incorporation The Amended and Restated Articles of Incorporation of Toastmasters International, as filed with the California Secretary of State. Board or Board Of Directors The Board of Directors of Toastmasters International, a California nonprofit public benefit corporation, consisting of not less than 17 and not more than 25 voting directors, with the exact number set from time to time by the Board of Directors. The Bylaws specify that the directors are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and one international director from each geographic region. The Executive Director of Toastmasters International normally attends and participates in meetings of the Board of Directors but is not a director with voting privileges. See the Bylaws of Toastmasters International, Article V, Section 1. Bylaws Depending on the context, either (1) the Bylaws of Toastmasters International, a California nonprofit public benefit corporation; or (2) the Standard Club Bylaws for Member Clubs. 95 Glossary of Governing Documents Charter A document issued by World Headquarters and signed by the International President and the Executive Director that commences membership in Toastmasters International of a member club. Clubs or Member Clubs Groups which have subscribed to the purposes and ideals of Toastmasters International and have been granted a charter and continue to function in compliance with the conditions set forth in the Articles of Incorporation, the Bylaws, the Club Constitution, the policies and procedures established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Clubs are private unincorporated associations, existing as legal entities separate from, but affiliated with, Toastmasters International. See the Bylaws of Toastmasters International, Article III. Constitution or Club Constitution Toastmasters Club Constitution for Member Clubs of Toastmasters International, which is standard for all clubs and must be adopted by a club in order to become a member club within Toastmasters International. Corporation, This or The Toastmasters International, a California nonprofit public benefit corporation. Delegates and Alternates Individuals, from among a member club’s active individual members, duly authorized by the club to cast the club’s two votes at the Annual Business Meeting. Delegates and alternates must be in good standing with Toastmasters International. Other individual members of a club who attend the Annual Business Meeting do so as nonvoting observers. See the Bylaws of Toastmasters International, Article X, Section 1. Delegates At Large The Toastmasters International President, the International President-Elect, the vice presidents, the international directors, past international presidents, past international directors, and district governors, subject to the conditions of membership stated in the Bylaws, each entitled to cast a single vote if present at the Annual Business Meeting. See the Bylaws of Toastmasters International, Article III, Section 1(b), and Article X, Section 4. Designated Representative The person (generally, the president of a member club) through whom a member club exercises its rights and obligations as a voting corporate member of Toastmasters International. See the Bylaws of Toastmasters International, Article III, Section 9. Director A voting member of the Board of Directors of Toastmasters International. 96 Glossary of Governing Documents Disciplinary Proceedings Proceedings in which the Board of Directors may terminate or suspend a member club or a delegate at large, or may suspend, remove, or take other action with respect to the good standing of an individual member of a club. See the Bylaws of Toastmasters International, Article III, Section 13. District Administrative Bylaws The central document governing administration of the districts of Toastmasters International, issued and modified from time to time by the Board of Directors. Districts Administrative units of Toastmasters International, organized based on the territory covered by groups of adjacent member clubs, whose boundaries are established and modified subject to the approval of the Board of Directors. Each district is designated by a number. Each district is divided into areas, and in some districts, areas are organized together into divisions. Districts are governed by the District Administrative Bylaws and are not independent or autonomous legal entities. See the Bylaws of Toastmasters International, Article XII. Divisions Administrative units into which some districts of Toastmasters International are divided, each under the direction of a division governor and consisting of a number of adjacent areas. Dues Depending on the context, either (1) the dues paid by individual members to the clubs to which they belong, or (2) the per capita dues paid by the member clubs twice yearly to Toastmasters Inter national, which are set by a two-thirds vote of the entire Board of Directors from time to time. See the Bylaws of Toastmasters International, Article III, Section 12, and Article IV, Section 2. Executive Committee Depending on the context, any of the following: (1) The Executive Committee of the Board of Directors, which exercises the power of the Board in some circumstances, and consists of the International President, the International President-Elect, the two Vice Presidents, the Immediate Past International President, and the Executive Director (as an ex officio member without voting rights); or (2) the executive committee of a district of Toastmasters International, consisting of the district governor, the lieutenant governor education and training, the lieutenant governor marketing, the public relations officer, the district secretary, the district 97 Glossary of Governing Documents treasurer, the area governors, and any division governors, together with the immediate past district governor; or (3) the executive committee of a member club, consisting of the officers of the club named in the club’s constitution; e.g., a club president, a vice president education, a vice president membership, a vice president public relations, a club secretary, a club treasurer (or a club secretary/treasurer), a sergeant at arms, and the immediate past club president. See the Bylaws of Toastmasters International, Article V, Section 6. Executive Director The Executive Director of Toastmasters International, who is the chief executive officer of the corporation under the supervision of the Executive Committee and the control of the Board of Directors and is appointed by the Board of Directors. See the Bylaws of Toastmasters International, Article VI, Section 6. Ex Officio Used in the Bylaws to indicate that an individual participates on a board or committee by virtue of holding a position with Toastmasters International (e.g., the Executive Director), but is not a legal member of that board or committee and has no voting rights. Good Standing of Individual Members of Clubs Membership status required in order for individual members of clubs to vote at the club level or otherwise participate in Toastmasters International activities open to individual members of clubs. Good standing is presumed on initial admission of an individual member into a club, and thereafter continues so long as the individual remains a member of the club, the club is not suspended or terminated, the club pays when due the fees and payments relating to such member, the club continues to recognize the individual as a member in good standing of the club, and the individual member has not been suspended or removed from good standing with Toastmasters International by action of at least a three-fourths majority of the Board of Directors. See the Bylaws of Toastmasters International, Article III, Section 8. Indemnification The general requirement for Toastmasters International to advance and to pay the expenses (for example, attorney’s fees, fines, and settlements) of directors, officers, employees, and other agents that result from judicial or administrative proceedings relating to the person’s role with Toastmasters International. See Article XIII, Section 6. Individual Members of Clubs Persons who are members of clubs that are members of Toastmasters International. The legal term “member” is a designation which is limited to the member clubs themselves and delegates at large. See the Bylaws of Toastmasters International, Article III, Section 1. 98 Glossary of Governing Documents International President The President of Toastmasters International, who is the presiding officer of the corporation and an ex officio member of most corporate committees and who presides over the Executive Committee, the Board of Directors, and the Annual Business Meeting. Upon the expiration of his or her one-year term, the International President automatically assumes the office of Immediate Past International President. See the Bylaws of Toastmasters International, Article VI, Section 4 and Section 9. International President-Elect The International President-Elect assumes the duties of the International President to chair the Board of Directors and the Executive Committee if the International President is temporarily absent or unable to act. Upon the expiration of his or her one-year term, the International President-Elect automatically assumes the office of International President. The International President-Elect is elected by the members. See the Bylaws of Toastmasters International, Article VI, Section 5(a) and Section 9, and Article IX. Member or Membership The voting members of the corporation Toastmasters International under Section 5056 of the California Corporations Code. Individuals who join Toastmasters clubs may be referred to informally as “members” in various documents, but the voting corporate members with full rights under California law and the governing documents of Toastmasters International are only the member clubs and delegates at large. Gavel clubs and other entities and programs that Toastmasters International may establish from time to time are not corporate members. See the Bylaws of Toastmasters International, Article III, Section 1. Nondiscrimination The policy of Toastmasters International not to discriminate, in the conduct of its programs and activities, against any person on the basis of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the program or activity. See the Bylaws of Toastmasters International, Article III, Section 7. Officers Depending on the context, the officers of: (1) Toastmasters International, who are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, the international directors, the Secretary-Treasurer, the Executive Director, and the district governor for each district of Toastmasters International; or (2) a district of Toastmasters International, who are the district officers, consisting of the district governor, the lieutenant governor education and training, the lieutenant governor marketing, the public relations officer, the district secretary, the district treasurer, area governors, and possibly including division governors at the 99 Glossary of Governing Documents discretion of the district council (each past district governor shall be an ex officio officer of the district); or (3) a member club of Toastmasters International, who are a club president, a vice president education, a vice president membership, a vice president public relations, a club secretary, a club treasurer (or a club secretary/treasurer), a sergeant at arms, and the immediate past club president. See the Bylaws of Toastmasters International, Article VI and Article XII, Section 3. Policies and Procedures The major administrative decisions governing the affairs of the organization, known as “policies and procedures,” are adopted and revised by a two-thirds vote of the entire Board of Directors of Toastmasters International. See the Bylaws of Toastmasters International, Article V, Section 4(f). Proxy A person designated by a member club to exercise that member’s right to vote at a meeting pursuant to a proxy designation that conforms to policies and procedures set by the Board of Directors. Any member club, if unrepresented at the Annual Business Meeting by a delegate or alternate from among its own active individual club members, may designate as its proxyholder, in writing, any active individual member in good standing of any other member club. Upon presentation of proper credentials, the proxyholder has the right to vote for the club represented in addition to any other right to vote which the proxyholder may have. See the Bylaws of Toastmasters International, Article X, Section 2. Quorum The minimum number of the members required to be present for a meeting to legally transact business. The Bylaws of Toastmasters International contain an article stating the quorum requirements for the Annual Business Meeting and other member meetings, for the Board of Directors, and for Board committees. The District Administrative Bylaws and Club Constitution also contain quorum requirements for meetings at the district and club levels. See the Bylaws of Toastmasters International, Article XI. Record Dates Different dates used for determining voting membership rolls for certain purposes. Under the Bylaws of Toastmasters International, a member holding a membership as of the close of business on the record date is deemed a voting member of record. The record date to determine which members are entitled to notice of a members’ meeting is the ninetieth day before the date of the meeting. The record date to determine which members are entitled to vote at a members’ meeting is the seventh day before the date of the meeting. See the Bylaws of Toastmasters International, Article X, Section 8. Regions Geographic areas representing the territory of groups of member clubs, the boundaries of which may be modified from time to time by a two-thirds vote of the entire Board of Directors. Each region should have as nearly as possible an equal number of clubs, and 100 Glossary of Governing Documents no region should have more than 15% of the total number of member clubs in good standing at the end of the fiscal year immediately preceding any modification. See the Bylaws of Toastmasters International, Article V, Section 4(h) and 4(i). Secretary-Treasurer The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to perform, for one-year terms, the duties usually performed by the secretary and treasurer of a nonprofit corporation. Such duties include supervising the keeping of the minute books of Toastmasters International and supervising the charge and custody of all funds of the organization and the maintenance of correct accounts of the organization’s properties and business transactions. The Secretary-Treasurer does not receive additional compensation for serving in that office. See the Bylaws of Toastmasters International, Article VI, Section 7. Standing Committees Depending on the context, any of the following: (1) the Executive Committee, the International Leadership Committee, and the Advisory Committee of Past Presidents, and such other committees as the Board of Directors may establish from time to time (except for the Executive Committee, these committees are advisory and do not exercise the power of the Board of Directors); or (2) the executive committee, nominating committee, and audit committee of a district of Toastmasters International, or such other committees the district from time to time may establish; or (3) the executive, education, membership, public relations, and social and reception committees of a member club of Toastmasters International. See the Bylaws of Toastmasters International, Article VII. Vice President Depending on context, either the First Vice President or the Second Vice President of Toastmasters International. See the Bylaws of Toastmasters International, Article VI, Section 5. Vote…of the Board A vote in which the required majority or greater percentage necessary for action is calculated using the number of directors present at a duly noticed meeting, provided that there is a quorum of directors at the meeting. See the Bylaws of Toastmasters International, Article V, Section 3(c). Vote…of the Entire Board A vote in which the required majority or greater percentage necessary for action is calculated using the total number of directors then in office rather than merely the 101 Glossary of Governing Documents number of directors present at a meeting where there is a quorum. See the Bylaws of Toastmasters International, Article V, Section 3(c). World Headquarters The principal place of business of Toastmasters International, in Rancho Santa Margarita, California. 102 CLUB CONSTITUTION FOR CLUBS OF TOASTMASTERS INTERNATIONAL Amended August 24, 2013 Certificate of Club Adoption The undersigned, being the validly elected and duly acting president and secretary of the _________________________ Toastmasters club of _________________________ , do hereby certify that on the _____ day of __________, _____, this club adopted and agreed to be bound by the terms of this constitution, including the addendum of standard club options, effective upon the date that Toastmasters International issues a charter to this club, by the vote of at least a majority of the active individual members of this club present and voting at a duly called and noticed club business meeting at which a quorum was at all times present. Dated: _______________ ____________________________________ CLUB PRESIDENT Dated: _______________ ____________________________________ CLUB SECRETARY TABLE OF CONTENTS Toastmasters Club Constitution for Clubs of Toastmasters International Article I: Purposes ...................................................................................................... 109 Article II: Membership ................................................................................................. 109 Composition Section 1 .................................................................................................................. 109 Admission to Membership Section 2 .................................................................................................................. 110 Member Responsibilities Section 3 .................................................................................................................. 110 Inactive and Honorary Membership Section 4 .................................................................................................................. 110 Section 5 .................................................................................................................. 111 Section 6 .................................................................................................................. 111 Discipline/Expel/Suspend/Decline to Renew Membership Section 7 .................................................................................................................. 111 Article III: New Member Fees and Dues ........................................................................ 112 New Member Fee Section 1 .................................................................................................................. 112 Reinstatement Fee Section 2 .................................................................................................................. 112 Transfer to Other Club Section 3 .................................................................................................................. 112 Club Dues Section 4 .................................................................................................................. 112 Article IV: Meetings and Notice .................................................................................... 113 Regular Meetings Section 1 .................................................................................................................. 113 Special Meetings Section 2 .................................................................................................................. 113 Club Executive Committee Meetings Section 3 .................................................................................................................. 113 Notice Section 4 .................................................................................................................. 113 Section 5 .................................................................................................................. 113 Article V: Quorum and Voting ...................................................................................... 113 Quorum Section 1 .................................................................................................................. 113 Voting Section 2 .................................................................................................................. 114 Section 3 .................................................................................................................. 114 Section 4 .................................................................................................................. 114 Article VI: Officers ....................................................................................................... 114 Officers Section 1 .................................................................................................................. 114 Education Credit Section 2 .................................................................................................................. 114 Term of Office Section 3 .................................................................................................................. 114 Immediate Past President Section 4 .................................................................................................................. 115 Nominations Section 5 .................................................................................................................. 115 Term of Office Section 6 .................................................................................................................. 115 Resignation or Removal Section 7 .................................................................................................................. 115 Vacancy in Office Section 8 .................................................................................................................. 115 Re-election Section 9 .................................................................................................................. 116 Article VII: Duties of Officers ....................................................................................... 116 Club President Section 1 .................................................................................................................. 116 Vice President Education Section 2 .................................................................................................................. 116 Vice President Membership Section 3 .................................................................................................................. 116 Vice President Public Relations Section 4 .................................................................................................................. 116 Club Secretary Section 5 .................................................................................................................. 117 Club Treasurer Section 6 .................................................................................................................. 117 Sergeant at Arms Section 7 .................................................................................................................. 117 Immediate Past Club President Section 8 .................................................................................................................. 117 Council Representatives Section 9 .................................................................................................................. 117 Additional Duties Section 10 ................................................................................................................ 118 Article VIII: Committees ............................................................................................... 118 Standing Section 1 .................................................................................................................. 118 Club Executive Section 2 .................................................................................................................. 118 Education Section 3 .................................................................................................................. 118 Membership Section 4 .................................................................................................................. 118 Public Relations Section 5 .................................................................................................................. 119 Social and Reception Section 6 .................................................................................................................. 119 Additional Duties Section 7 .................................................................................................................. 119 Article IX: Rules of Order............................................................................................. 119 Parliamentary Authority Section 1 .................................................................................................................. 119 Parliamentarian Section 2 .................................................................................................................. 119 Article X: Affiliation ..................................................................................................... 120 International Affiliation Section 1 .................................................................................................................. 120 District Affiliation Section 2 .................................................................................................................. 120 Financial Obligations Section 3 .................................................................................................................. 120 Separate Legal Entity Section 4 .................................................................................................................. 120 Representation at Annual Business Meeting and Other Meetings Section 5 .................................................................................................................. 120 Relationship with Other Governing Documents Section 6 .................................................................................................................. 121 Addendum of Standard Club Options Section 7 .................................................................................................................. 121 Article XI: Legal Status and Dissolution ....................................................................... 121 Affiliation with Others and Use of Funds Section 1 .................................................................................................................. 121 Dissolution Section 2 .................................................................................................................. 122 Compliance with California Law and Local Jurisdictional Law Section 3 .................................................................................................................. 122 Article XII: Amendments to Club Constitution .............................................................. 122 How Amended Section 1 .................................................................................................................. 122 Proposals from International Board Section 2 .................................................................................................................. 122 Proposals from Clubs Section 3 .................................................................................................................. 122 Notice Section 4 .................................................................................................................. 123 Conflicting Proposals Section 5 .................................................................................................................. 123 Addendum of Standard Club Options 1. Name ................................................................................................................... 125 2. Membership Composition ...................................................................................... 125 3. Membership Composition ...................................................................................... 125 4. New Member Fee.................................................................................................. 125 5. Club Dues ............................................................................................................ 125 6. Reinstatement Fee ................................................................................................ 126 7. Transfer Fee ......................................................................................................... 126 8. Inactive Member Dues ........................................................................................... 126 9. Regular Meetings .................................................................................................. 126 10. Executive Committee Meetings ............................................................................ 126 11. Additional Officers ............................................................................................... 126 12. Terms of Office ................................................................................................... 127 13. Rules of Order .................................................................................................... 127 Toastmasters Club Constitution for Clubs of Toastmasters International Article I: Purpose The purpose of a Toastmasters club is to provide a mutually supportive and positive learning environment in which every individual member has the opportunity to develop oral communication and leadership skills, which in turn foster self-confidence and personal growth. In order to carry out this purpose, this club shall: • Help its individual members improve their abilities to communicate effectively • Provide for its individual members’ instructions, educational materials and opportunities which will give them skill and experience in the preparation and delivery of speeches • Encourage its individual members to read and to listen analytically • Provide for its individual members’ fair and constructive evaluation of their efforts toward self-improvement • Increase its individual members’ knowledge of the rules of parliamentary procedure and their skills in conducting meetings and participating in group discussions • Afford leadership training for its individual members • Provide opportunities and encouragement for its individual members to appear before audiences and to express their thoughts creditably Article II: Membership Composition Section 1 All individual members of this club shall be at least 18 years of age. No person shall be excluded from individual membership in, or from any program or activity of, this club because of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the program. However, the addendum of standard club options (hereafter referred to as the “Addendum”) under the constitution may provide for other restrictions on the composition of the individual membership, e.g., to the employees of a particular company or agency, residents of a specific community, or people sharing a special interest. 109 Toastmasters Club Constitution for Clubs of Toastmasters International Article II: Membership Admission to Membership Section 2 This club is a private association, and membership herein shall be by invitation only. Any individual member may sponsor an eligible prospective individual member, and invite him or her to join this club, so long as the person is not currently suspended or removed from good standing with Toastmasters International under Article III, Section 8, of the Bylaws of Toastmasters International. Application for individual membership shall be made on the form provided by Toastmasters International. Such application, accompanied by the new member fee and applicable dues, shall be returned to the club secretary who shall read it to this club. The applicant shall be declared elected to individual membership upon the favorable vote of at least a majority of the active individual members of this club present and voting at a business meeting of the club membership. The individual membership of this club may be divided into three classifications: active, inactive, and honorary. Member Responsibilities Section 3 All active individual members shall be entitled to all rights and privileges of this club, and all individual members shall share in its responsibilities. These responsibilities shall include support of its purposes and constructive contribution to its program and activities. Inactive and Honorary Membership Section 4 Inactive individual membership is provided for as follows: (a) Inactive individual membership in this club may be conferred by the executive committee of this club on any individual member requesting an extended absence from club meetings, or who wishes to maintain individual membership without regular attendance at club meetings. An individual member may also be classified as inactive for continued absence without notice. An inactive individual member may be restored to active individual membership by the club executive committee upon request, provided there is a vacancy on the active roster of this club. (b) Inactive individual members shall have no voting privileges, shall not hold office, shall not be counted toward a quorum of the club membership, and shall not participate in International Speech Contests. However, this club may count any inactive individual members toward qualification for minimum Toastmasters International standards for member clubs. Inactive individual members shall pay at least such portion of their club dues as this club pays to Toastmasters International as the membership payment for such inactive individual member, and shall pay any additional amount specified in the Addendum. 110 Toastmasters Club Constitution for Clubs of Toastmasters International Article II: Membership Section 5 Honorary individual membership may be conferred upon any qualified person by the favorable vote of at least two-thirds of the active individual members of this club at a club business meeting. Such membership shall be restricted to persons whose activities and public statements are consistent with the purposes of Toastmasters International. Honorary individual members have no voting privileges, shall not hold office, shall not be counted toward a quorum of the club membership, and shall not participate in speech contests. Honorary individual members shall be exempt from all club fees and dues, and their membership payments to Toastmasters International shall be paid by this club. Except as provided herein, the rights, obligations, and conditions of honorary membership shall be as stated in the Addendum. Section 6 Inactive and honorary individual members are not eligible to serve in any club office. They are not entitled to places on the regular speakers’ program but may serve as substitutes when requested by the club president or the Toastmaster of the meeting. They may also participate in club discussions and serve as evaluators. Discipline/Expel/Suspend/Decline to Renew Membership Section 7 This club may establish, from time to time, routine procedures for dropping individual members who fail to pay club dues, who miss a certain number of meetings, or who fall below other minimum standards as determined by the club or Toastmasters International. This club may discipline, expel, suspend, or decline to renew club membership of any individual member • Who does not support this club’s purpose • Who does not constructively contribute to this club’s program and activities • Who acts in a manner inconsistent with standards of conduct set by this club or by Toastmasters International • For other just cause Such standards include ethical, political, and other standards of conduct that may be established or modified by the Toastmasters International Board of Directors from time to time. This club shall follow such policy and protocol as may be adopted by Toastmasters International, containing standards and procedures for the continuation of individual members. If this club does not expel an individual member for violations of Toastmasters International standards of conduct, after written request to do so is made by the 111 Toastmasters Club Constitution for Clubs of Toastmasters International Article III: New Member Fees and Dues International President, this club may be expelled from Toastmasters International unless its failure to act can be justified to the satisfaction of the Board of Directors. Article III: New Member Fees and Dues New Member Fee Section 1 The new member fee for individual membership in this club shall be as stated in the Addendum. Such fee shall be payable when an individual membership application is filed with the club secretary. The fee shall be returned if the application is not accepted. Immediately upon acceptance of a new individual member, the club secretary shall notify World Headquarters of Toastmasters International, and each new individual member, on payment of this fee and applicable dues, and being received into this club, shall be presented with a new member kit as may be provided for new individual members by Toastmasters International. Reinstatement Fee Section 2 Any fee for reinstatement of a former individual member shall be stated in the Addendum. Transfer to Other Club Section 3 Any individual member in good standing desiring to transfer to another Toastmasters club may request the club secretary to furnish a letter or card showing the date to which the individual’s membership payment to Toastmasters International is paid. When an applicant for individual membership in this club transfers from another Toastmasters club and presents a letter or card from said club showing individual membership in good standing and that their membership payment to Toastmasters International is paid for the current period, the applicant may be elected to individual membership without payment of the new member fee, and upon payment of any transfer fee stated in the Addendum. Club Dues Section 4 The dues of this club for active and inactive individual members shall be as stated in the Addendum. Such dues shall be payable in advance at such time as this club shall designate. Dues shall be paid by all individual members and by the dates specified to maintain individual membership in this club. 112 Toastmasters Club Constitution for Clubs of Toastmasters International Article IV: Meetings and Notice Article IV: Meetings and Notice Regular Meetings Section 1 Regular meetings of this club, which shall include any business meeting of active individual members, shall be held as provided in the Addendum. Special Meetings Section 2 Special business meetings of this club may be called by a majority vote of the active individual members present and voting at any regular meeting at which a quorum is present, or by the club executive committee or club president. Club Executive Committee Meetings Section 3 Meetings of the club executive committee shall be held as provided in the Addendum. Notice Section 4 No notice shall be required for regular business meetings held as provided in the Addendum. Notice of any change in the date, time or place of any regular meeting, and notice of all special meetings, shall be given by first-class mail, telephone, (including voice messaging system) facsimile transmission or other electronic transmission such as email, personal delivery or other reasonable means at least four (4) days in advance of such meeting to all individual members of this club. Notice of special meetings shall include a statement of the general purposes of the meeting, but any membership business otherwise valid may be transacted at the meeting. Section 5 If this club shall permanently change the time or place of regular meetings as provided in the Addendum, the club secretary shall immediately provide notice of such change to World Headquarters. Article V: Quorum and Voting Quorum Section 1 A majority of the active individual membership shall constitute a quorum for the transaction of all business of this club. A majority of the club executive committee shall constitute a quorum for the transaction of the committee’s business. 113 Toastmasters Club Constitution for Clubs of Toastmasters International Article VI: Officers Voting Section 2 Each active individual member shall be entitled to one vote on any matter presented to the club membership for a vote. Section 3 No voting by proxy or absentee ballot shall be permitted on any matter presented to the club membership for a vote. Section 4 Unless a greater vote is required by this constitution in a particular matter, the affirmative vote of at least a majority of those active individual members who are present and voting at a duly held business meeting at which a quorum is present shall be the act of this club. Article VI: Officers Officers Section 1 The officers of this club shall be a club president, a vice president education, a vice president membership, a vice president public relations, a club secretary, a club treasurer (or a club secretary-treasurer), a sergeant at arms, and the immediate past club president. Education Credit Section 2 In addition to the officers provided in this constitution, this club may have such other officers as may be provided in the Addendum, but Toastmasters International credit toward any education award is limited to service as a club officer named in this constitution. Term of Office Section 3 Officers shall serve for terms of one (1) year, provided that if, and only if, this club meets weekly throughout the year, this club may provide in the Addendum that officers shall serve for half-year terms. The terms of officers serving an annual term shall commence at 12:01 a.m. on July 1 and end on June 30 at midnight. The terms of officers serving a half-year term shall either commence at 12:01 a.m. on July 1 and end on December 31 at midnight, or commence at 12:01 a.m. on January 1 and end on June 30 at midnight. 114 Toastmasters Club Constitution for Clubs of Toastmasters International Article VI: Officers Immediate Past President Section 4 Except for the immediate past club president, the officers of this club shall be elected by the active individual members of this club. If the office of immediate past club president is vacated for any reason, it shall stay vacant for the remainder of the term. Nominations Section 5 Nominations for club officers shall be made by a club nominating committee appointed by the club president at least two (2) weeks prior to the election. This committee shall consist of three (3) active individual members, when practicable. This committee shall present its report at the regular business meeting immediately preceding the business meeting at which the election is to take place, and shall present only the names of active individual members who have consented to serve if elected. Further nominations may be made from the floor at the time of the election by any active individual member. All elections shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote, with a majority vote of all active individual members present and voting necessary to elect each officer. The chair of the club nominating committee shall be the immediate past club president, unless the best interests of the club require otherwise. Term of Office Section 6 For officers who serve terms of one (1) year, elections shall be held at the first meeting in May in each year, when practicable, to take office the following July. For officers who serve terms of a half-year, elections shall be held at the first meetings in May and November in each year, when practicable, to take office the following July or January, respectively. Resignation or Removal Section 7 Any officer of this club may resign, provided that any such resignation must be made in writing and delivered to the club president or club secretary. Unless any such resignation is, by its terms, effective on a later date, it shall be effective on delivery to such club officer, and no acceptance by this club shall be required to make it effective. Any officer of this club may be removed from office at any time, with or without cause, by majority vote of all active individual members present and voting at a business meeting of this club. Vacancy in Office Section 8 Any vacancy in an office, except for the immediate past club president, shall be filled by a special election held at the next business meeting following the announcement of the vacancy. 115 Toastmasters Club Constitution for Clubs of Toastmasters International Article VII: Duties of Officers Re-election Section 9 Club presidents elected for a term of one (1) year may not be re-elected for a successive term. Club presidents elected for a term of a half-year may be re-elected for one successive term of a half-year. Article VII: Duties of Officers Club President Section 1 The club president is the chief executive officer of this club and is responsible for fulfilling the mission of this club. The president presides at meetings of this club and the club executive committee, appoints all committees, and has general supervision of the operation of this club. The president shall be an ex officio member of all committees of this club except the club nominating committee and shall serve as one of this club’s representatives on the area and district councils. The president shall transmit to this club for its approval or disapproval all ideas and plans proposed by the area and district councils which may affect this club or its individual members; and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club. Vice President Education Section 2 The vice president education is the second ranking club officer and is responsible for planning, organizing, and directing a club program which meets the educational needs of the individual members. The vice president education chairs the education committee. The vice president education also serves as one of this club’s representatives on the area and district councils and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club. Vice President Membership Section 3 The vice president membership is the third ranking club officer and is responsible for planning, organizing, and directing a program that ensures individual member retention and growth in club individual membership. The vice president membership chairs the membership committee. The vice president membership serves as one of this club’s representatives on the area council and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club. Vice President Public Relations Section 4 The vice president public relations is the fourth ranking club officer and is responsible for developing and directing a publicity program that informs individual members and the 116 Toastmasters Club Constitution for Clubs of Toastmasters International Article VII: Duties of Officers general public about Toastmasters International. The vice president public relations chairs the public relations committee. Club Secretary Section 5 The club secretary is responsible for club records and correspondence. The club secretary has custody of the club’s charter, constitution, and addendum and all other records and documents of this club; keeps an accurate record of the meetings and activities of this club and of the club executive committee; maintains an accurate and complete roster of individual members of this club, including the address and status of each individual member; and transmits the same to the successor in office. The club secretary provides notices of meetings as required by this constitution, and immediately notifies World Headquarters of Toastmasters International of any change in the roster of individual members. Club Treasurer Section 6 The club treasurer is responsible for club financial policies, procedures, and controls. The club treasurer receives and disburses, with the approval of this club, all club funds; pays to Toastmasters International all financial obligations of this club as they come due; and keeps an accurate account of all transactions. The club treasurer shall make financial reports to this club and to the club executive committee quarterly and upon request, and shall transmit the accounts and all undistributed funds to the successor in office at the end of the club treasurer’s term. Sergeant at Arms Section 7 The club sergeant at arms is responsible for club property management, meeting room preparation, and hospitality. The sergeant at arms chairs the social and reception committee. Immediate Past Club President Section 8 The immediate past club president provides advice and counsel as requested by the club president. Council Representatives Section 9 In the event the club president and/or vice president education shall be unable to attend a meeting of the district council, they shall certify the proxy credentials of the official representative or representatives of this club attending said district council meeting. Such representative(s) shall be active individual members of this club. 117 Toastmasters Club Constitution for Clubs of Toastmasters International Article VIII: Committees Additional Duties Section 10 In addition to the duties stated in this constitution, each of the officers of this club shall have such duties and responsibilities as may be provided in the Articles of Incorporation, and Bylaws of Toastmasters International, District Administrative Bylaws, Policy and Protocol, manuals, or other directives of Toastmasters International, or as may be set forth in Addendum or as assigned by this club. Article VIII: Committees Standing Section 1 The standing committees of this club shall be the executive, education, membership, public relations, and social and reception committees. Club Executive Section 2 The club executive committee shall consist of the officers of this club named in this constitution, with the club president serving as the chair. This committee shall have charge of all business and administrative affairs of this club and shall consider all matters concerning the welfare of this club. All actions of the executive committee shall be submitted to this club at the next business meeting for ratification. Any decision of the executive committee which this club fails to ratify shall be null and void. Education Section 3 The education committee shall have charge of the general educational program of this club. It shall prepare, or cause to be prepared, all program schedules of this club and shall publish the assignments at least three (3) weeks in advance, when practicable. This committee shall assist in the utilization and interpretation of program and educational materials available from Toastmasters International. It shall arrange for the exchange of speakers and educational programs with other clubs and encourage speaking engagements of individual members before non-Toastmasters groups. Membership Section 4 The membership committee shall consider all applications for individual membership and report thereon to this club, and shall arrange for proper induction of all new individual members. This committee shall be responsible for maintaining club individual membership and attendance. It shall be the goal of this committee to ensure that the individual membership of this club is at all times at charter strength or better. 118 Toastmasters Club Constitution for Clubs of Toastmasters International Article IX: Rules of Order Public Relations Section 5 The public relations committee shall arrange the preparation and dissemination of news releases regarding this club’s activities and educational programs and shall also promote opportunities for community participation in Toastmasters’ International’s learning programs. It shall also be responsible for all internal publications of this club, including the club website, social media, and newsletter. Social and Reception Section 6 The social and reception committee shall be responsible for all social functions of this club and such other duties as may be assigned to it. It shall act as a reception committee at all meetings. Additional Duties Section 7 In addition to the duties stated in this constitution, each of the committees of this club shall have such duties and responsibilities as may be provided in the Articles of Incorporation and Bylaws of Toastmasters International, District Administrative Bylaws, Policy and Protocol, manuals or other directives of Toastmasters International, or as may be set forth in this club’s bylaws or as assigned by this club. Article IX: Rules of Order Parliamentary Authority Section 1 Insofar as they do not conflict with the Articles of Incorporation or Bylaws of Toastmasters International, Policy and Protocol adopted by Toastmasters International, this club constitution, and Addendum, or laws applicable to nonprofit corporations, Robert’s Rules of Order Newly Revised shall be the final authority as to parliamentary procedure, provided that if this club is located in a jurisdiction where Robert’s Rules are not a recognized authority on parliamentary procedure, the Addendum shall specify in place of Robert’s Rules the name of the recognized authority in the jurisdiction where this club is located. Parliamentarian Section 2 A parliamentarian may be appointed at each meeting by the club president. 119 Toastmasters Club Constitution for Clubs of Toastmasters International Article X: Affiliation Article X: Affiliation International Affiliation Section 1 Upon receiving a charter from Toastmasters International, and so long as this club remains in good standing with Toastmasters International, this club shall be a member of Toastmasters International, entitled to all the rights and powers, and subject to all the duties and requirements, of member clubs as may be stated from time to time in the Articles of Incorporation and Bylaws of Toastmasters International, in the District Administrative Bylaws, in this constitution, and in Policy and Protocol issued by Toastmasters International. District Affiliation Section 2 This club shall also be affiliated with such district of Toastmasters International as the Board of Directors may designate, and shall be represented on that district council as provided in the District Administrative Bylaws. Financial Obligations Section 3 This club shall make membership payments and other payments on all individual members as required by Toastmasters International. No change in the member club's financial obligations to Toastmasters International shall be effective until the earlier of the date of publication in the Toastmaster magazine or the date of posting on the Toastmasters’ website. Separate Legal Entity Section 4 This club is an independent legal entity, separate from Toastmasters International and every other member club of Toastmasters International, subject only to the express terms and conditions of affiliation stated in this constitution and in the Toastmasters International documents identified in Section 1 of this article. As such, this club is fully responsible for its own debts, liabilities, and other obligations, and any creditor of this club shall look only to the assets of this club for payment, and not to Toastmasters International, nor to any other member club of Toastmasters International, nor to any individual member of this club. Representation at Annual Business Meeting and Other Meetings Section 5 This club is entitled to representation at all Toastmasters International Annual Business Meetings as provided in the Bylaws of Toastmasters International, and at any other 120 Toastmasters Club Constitution for Clubs of Toastmasters International Article XI: Legal Status and Dissolution meetings of the voting members of Toastmasters International, and at district and area council meetings. This club shall select its representatives in sufficient time for the club president or club secretary to validate the proper credentials for them. In the event this club is not represented at the Annual Business Meeting by personal representatives selected from this club, the executive committee of this club shall appoint and authorize a proxy with authority to act under Article X, Section 2 of the Bylaws of Toastmasters International. Such selection shall be submitted to this club at the next business meeting for ratification. Proxies for district council meetings shall be selected as set forth in Article VII, Section 9, above. Such representative or proxy must be in good standing with Toastmasters International under Article III, Section 8, of the Bylaws of Toastmasters International. Relationship with Other Governing Documents Section 6 The Articles of Incorporation and Bylaws of Toastmasters International, as they may be amended by their terms from time to time, and this constitution, as it may be amended from time to time as provided in Article XII below, shall govern this club and all other Toastmasters clubs affiliated with Toastmasters International. This club shall adopt no policy and shall take no action in conflict with the Articles of Incorporation and Bylaws of Toastmasters International, with this constitution, or with any Policy and Protocol of Toastmasters International as they may be amended from time to time. Addendum of Standard Club Options Section 7 This club shall, upon adoption of this constitution and from time to time thereafter as appropriate, complete the Addendum of Standard Club Options attached to this constitution in order to specify the detailed choices it has made to govern the operations of the club. The Addendum shall be adopted and modified by a vote of at least a majority of the active individual members of the club present and voting at a duly called and noticed club business meeting at which a quorum was at all time present. Article XI: Legal Status and Dissolution Affiliation with Others and Use of Funds Section 1 This club is an unincorporated association formed solely for the purpose of privately educating its individual members. This club is not legally affiliated with any company, agency, or special interest group from which this club may draw its individual members. The use of the funds of this club shall be limited to educational purposes. They may not be used for social or political purposes, or for the benefit of any individual. 121 Toastmasters Club Constitution for Clubs of Toastmasters International Article XII: Amendments to Club Constitution Dissolution Section 2 In the event of dissolution of this club, distribution of any funds, after payment of any indebtedness, shall be made either by contribution to any educational research or memorial fund maintained by Toastmasters International, or by contribution to another Toastmasters club or to a Toastmasters district. Compliance with California Law and Local Jurisdictional Law Section 3 The constitution of this club and the Addendum shall be governed by and interpreted in accordance with the laws of the State of California, where Toastmasters International is incorporated, regardless of the location of this club. However, in jurisdictions where some modification of this constitution is necessary in order for this club to function legally within that jurisdiction, and Toastmasters International has issued a Policy or Protocol authorizing such modification specifically for that jurisdiction, this constitution shall be deemed modified accordingly. Article XII: Amendments to Club Constitution How Amended Section 1 This constitution may be amended only by a majority of the votes cast at an Annual Business Meeting or a special meeting of the voting membership of Toastmasters International. Proposals from International Board Section 2 Proposed amendments may be submitted by the Board of Directors to the voting membership of Toastmasters International at any time up to sixty (60) days before the membership meeting at which they will be considered. Proposals from Clubs Section 3 Proposed amendments may also be submitted by Toastmasters clubs to the Annual Business Meeting of Toastmasters International as follows: Proposed amendments must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting at which they are to be submitted. The proposing club, or each proposing club if there is more than one, shall have approved the proposed amendment by the vote of at least two-thirds of the active individual members of the club present and voting at a club business meeting at which a quorum is present; such approval shall be evidenced by a certificate stating the proposed amendment signed by all the active individual club members who voted to approve the proposed amendment. Each proposing club shall submit such a certificate to the Board 122 Toastmasters Club Constitution for Clubs of Toastmasters International Article XII: Amendments to Club Constitution of Directors no later than the December 31 deadline. The proposed amendment shall be placed before the voting members of Toastmasters International only if the proposed amendment and certificate(s) are presented to and received by the Board no later than December 31 and one of the following conditions is met: (a) the Board of Directors votes to place the proposed amendment before the voting membership or (b) the amendment is proposed by at least one percent (1%) of all the votes held by the voting membership of Toastmasters International, including member clubs and delegates at large or (c) (1) the proponent(s) of the amendment agree to bear the full reasonable administrative cost to Toastmasters International of submitting the proposed amendment to the voting membership for a vote and (2) no other club constitution amendment proposed by any proponent of the amendment shall be placed before the voting membership at the same meeting and (3) if an amendment on substantially the same subject has been voted on by the voting membership within five (5) calendar years before the meeting at which the amendment will be submitted, such prior proposed amendment shall have received no less than thirty percent (30%) of the votes cast. Provided that no proposed amendment shall be placed before the voting members if it has been rendered moot; substantially duplicates or is encompassed by another proposed amendment at the same meeting; is illegal; is designed to further a personal claim, grievance, or interest; is beyond the power of Toastmasters International to effectuate; or is not a proper subject for this constitution under California law. Notice Section 4 Notice of any proposed amendments to be submitted to the voting membership of Toastmasters International for a vote shall be mailed by the Executive Director to each voting member at least sixty (60) days before the meeting, together with any recommendation of the Board of Directors thereon. Any such recommendation shall also be presented to the voting members at the meeting before the vote is taken on the proposed amendments. No amendments to the proposed amendment may be made during the meeting, nor at any time after sixty (60) days prior to the meeting. Conflicting Proposals Section 5 In the event of two or more club constitution amendment proposals presented to the same meeting of members, which the Board determines to be in conflict with each other, only the proposal receiving the highest majority of votes cast shall be adopted. 123 Addendum of Standard Club Options Club Name ___________________ Club Number __________________ Club Location _________________ District Number ________________ This club shall, upon adoption of this constitution and thereafter as needed, complete this Addendum of Standard Club Options to specify the detailed choices it has made to govern its operations. Any changes must be approved by a vote of at least a majority of the active individual members of the club present and voting at a duly called and noticed club business meeting at which a quorum was at all times present. 1. Name The name and location of this club shall be as set forth above. Such name and location may be changed by a modification of this Addendum as provided in Article X, Section 7 of the club’s constitution. 2. Membership Composition Subject to the nondiscrimination requirements set forth in Section 1 of Article II of the Club Constitution, individual membership in this club shall be restricted to _____. (If no restrictions will be placed on membership in this club, write in “no restrictions” on line above.) 3. Membership Composition Honorary individual memberships in this club shall be conferred for a term of _____ year(s) and otherwise as provided in the Club Constitution. 4. New Member Fee The new member fee for individual membership in this club shall be $_____, payable as provided in the Club Constitution. (The dues collected from a new individual member in addition to the new member fee shall include the membership payment to Toastmasters International, plus any club dues.) 5. Club Dues The dues of this club for active individual members shall be $_____per person per _____. Such dues shall be payable in advance of or on _____. (Club dues shall include the amount of the Toastmasters International membership payment.) Amended August 24, 2013 6. Reinstatement Fee Reinstatement to individual membership of a former individual member shall require a payment of a reinstatement fee of $_____. (The reinstatement fee is optional and, if collected, is retained by the club. If the club does not charge a reinstatement fee, place a “0” on the line above.) 7. Transfer Fee The fee for an individual member of another Toastmasters International club who transfers into this club shall be $_____. Other conditions of transfer into this club shall be as stated in the Club Constitution. (The transfer fee is optional and, if collected, is retained by the club. If the club does not charge a transfer fee, place a “0” in the space above.) 8. Inactive Member Dues The dues of this club for inactive individual members shall be $_____ per person per _____. Such dues shall be payable in advance of or on _____. (The club may set the dues for inactive individual members at any amount up to the amount of dues for active individual members, provided that inactive individual member dues must include the membership payment required of this club to Toastmasters International attributable to such inactive individual member, as provided in the Club Constitution.) 9. Regular Meetings Regular meetings of this club, which shall include any business meeting of active individual members, shall be held every _____, at _______o’clock at this location: _________________________________________ as this club from time to time shall designate. 10. Executive Committee Meetings The executive committee of this club shall meet at least _____, at such hours and places as it may determine. 11. Additional Officers The officers of this club shall be as provided in the Club Constitution, with selection, duties, and terms as provided therein. In addition, this club shall have as officers______________________________________, who shall have duties as follows: ______________________________________________________________________ ______________________________________________________________________ (If this club does not wish to elect additional officers, write “none” in the spaces above.) 12. Terms of Office This club elects officers for the following terms of office (check one): _______ Half-year terms, from July 1 to December 31 and from January 1 to June 30. _______ Full-year terms, from July 1 to June 30. (Clubs meeting every week throughout the entire year may choose half-year terms; all other clubs must choose full-year terms. The beginning and end of the terms are set forth in Article VI, Section 3, of the Club Constitution.) 13. Rules of Order Since Robert’s Rules are not a recognized authority on parliamentary procedure in the jurisdiction where this club is located, _______ shall be deemed substituted for Robert’s Rules in Article IX, Section 1, of the Club Constitution with respect to this club. (Complete this article only if this club is located in a jurisdiction where Robert’s Rules of Order, Newly Revised is not recognized parliamentary authority.) Last modified by required vote of club on ________________________, 20_______ Signed: _____________________________________________________________ Club Secretary Amended August 24, 2013 POLICY AND PROTOCOL TABLE OF CONTENTS Policies and Protocol Policy 1.0 Governing Documents ................................................................................................ 135 1. Documents Defined ....................................................................................... 135 2. Policy ........................................................................................................... 135 3. Protocol ........................................................................................................ 136 Policy 1.1 Mission Statements, Values, and Envisioned Future .................................................... 137 Policy 2.0 Club and Membership Eligibility .................................................................................. 138 1. Club Eligibility ............................................................................................... 138 2. Club Minimum Requirements ......................................................................... 138 3. Good Standing of Individual Members ............................................................. 138 4. Good Standing of Clubs ................................................................................. 139 Protocol 2.0 Club and Membership Eligibility .................................................................................. 140 1. Club Reinstatement ....................................................................................... 140 2. Members with Disabilities ............................................................................... 140 Protocol 2.1 Club Constitution: Modifications to Comply with Local Law ......................................... 142 Policy 3.0 Ethics and Conduct ..................................................................................................... 143 1. Standards ..................................................................................................... 143 2. Nondiscrimination, Background, and Character ............................................... 144 3. Harassment and Bullying ............................................................................... 144 4. Whistle-blower Protection............................................................................... 145 5. Political Ethics ............................................................................................... 146 6. Disciplinary Standards ................................................................................... 147 7. Disciplinary Actions by the Board of Directors .................................................. 147 Protocol 3.0 Ethics and Conduct ..................................................................................................... 150 1. Violation Reporting ........................................................................................ 150 2. Club Procedure to Discipline a Member .......................................................... 150 3. District Procedure to Discipline a Member ....................................................... 152 4. Recognition Program Violations ...................................................................... 155 Policy 4.0 Intellectual Property .................................................................................................... 156 1. Trademarks and Copyrights ........................................................................... 156 2. Use of Toastmasters Material ......................................................................... 156 3. Membership Contact Information .................................................................... 157 4. Surveys ........................................................................................................ 157 Protocol 4.0 Intellectual Property .................................................................................................... 159 1. Trademarks .................................................................................................. 159 2. Websites ...................................................................................................... 159 3. Language and Translations ............................................................................ 162 Policy 5.0 Corporate and Community Activities ........................................................................... 163 Protocol 5.0 Corporate and Community Activities ........................................................................... 164 Policy 5.1 Gavel Clubs ................................................................................................................ 165 Policy 6.0 Speech Contests ......................................................................................................... 167 Policy 7.0 District Structure ........................................................................................................ 168 1. District Officers .............................................................................................. 168 2. District Formation .......................................................................................... 168 Protocol 7.0 District Structure ........................................................................................................ 169 1. Club Assignments ......................................................................................... 169 2. Territorial Councils ........................................................................................ 170 3. Provisional Districts ....................................................................................... 170 4. Reformed or Consolidated Districts ................................................................. 171 5. District Consolidation ..................................................................................... 173 Protocol 7.1 District Events ............................................................................................................ 174 1. Training ........................................................................................................ 174 2. Area and Division Governor Training............................................................... 174 3. Club Leader Training ..................................................................................... 174 4. District Executive Committee Meetings ........................................................... 175 5. District Council Meetings ................................................................................ 176 6. Division Council Meetings .............................................................................. 177 7. Area Council Meetings ................................................................................... 177 8. District Conferences ...................................................................................... 178 9. District Leader Training .................................................................................. 178 Policy 7.2 District Management ................................................................................................... 179 1. District Records ............................................................................................. 179 2. District Conflict of Interest .............................................................................. 179 3. Past Leaders ................................................................................................ 180 4. District Receivership ...................................................................................... 180 Policy 8.0 Dues and Fees ............................................................................................................ 182 Protocol 8.1 Club and District Assets .............................................................................................. 183 Protocol 8.2 Fundraising ................................................................................................................ 184 1. Guidelines .................................................................................................... 184 2. Fundraising Activities ..................................................................................... 184 3. Tax and Other Legal Requirements ................................................................ 185 Policy 8.3 District Leader Expenses ............................................................................................ 186 Policy 8.4 District Fiscal Management ......................................................................................... 188 Protocol 8.4 District Fiscal Management ......................................................................................... 189 1. District Funds ................................................................................................ 189 2. District Financial Records............................................................................... 189 3. District Reserve Account ................................................................................ 189 4. Financial Controls.......................................................................................... 190 5. District Budget .............................................................................................. 191 6. District Audit ................................................................................................. 192 7. Electronic Payments, Cash Advances, and Debit Cards ................................... 193 8. Other District Expenses ................................................................................. 193 Policy 8.5 Smedley Fund ............................................................................................................. 195 Policy 8.6 Use of Reserve Funds ................................................................................................. 196 Policy 8.7 Investments ................................................................................................................ 197 1. Objectives..................................................................................................... 197 2. Asset Allocation ............................................................................................ 198 3. Equities ........................................................................................................ 198 4. Fixed Income Securities ................................................................................. 199 5. Cash and Equivalents .................................................................................... 199 6. Other Assets ................................................................................................. 200 7. Investment Managers .................................................................................... 200 8. Authority ....................................................................................................... 201 Policy 8.8 Audit .......................................................................................................................... 202 Protocol 9.0 District Campaigns and Elections ................................................................................ 203 Policy 9.1 International Campaigns and Elections ........................................................................ 210 1. International Leadership Committee ................................................................ 210 2. Candidate Assessment .................................................................................. 212 3. Nominee Selection ........................................................................................ 213 4. Nomination Results ....................................................................................... 214 5. Schedule ...................................................................................................... 214 6. Announcement of Candidacy and Distribution of Campaign Materials ................ 214 7. International Campaign Communications ........................................................ 215 8. International Candidate Endorsements ........................................................... 217 9. International Campaigns in Districts ................................................................ 218 10. International Campaign Violations................................................................... 218 11. International Proxies and Credentials .............................................................. 219 12. International Candidates’ Showcases .............................................................. 220 13. Voting by Mail ............................................................................................... 220 Protocol 9.1 International Elections ................................................................................................ 221 Protocol 9.2 Presidential Citation .................................................................................................... 227 1. Criteria ......................................................................................................... 227 2. Nominee Selection ........................................................................................ 227 3. Nomination Results ....................................................................................... 228 Policy 10.0 Region Advisors ......................................................................................................... 229 1. Region Advisor (RA) Selection Committee ...................................................... 229 2. Selection ...................................................................................................... 229 3. Position ........................................................................................................ 230 4. Term of Service ............................................................................................. 230 Protocol 10.0 Region Advisors ......................................................................................................... 232 1. Region Advisor Expenses .............................................................................. 232 Policy 11.0 Board of Directors....................................................................................................... 234 Protocol 11.1 Board of Directors Meetings ........................................................................................ 235 Protocol 11.2 Board of Directors Expenses ....................................................................................... 237 Policy 11.3 Board of Directors Confidentiality ............................................................................... 239 Protocol 11.3 Board of Directors Confidentiality ............................................................................... 240 Policy 11.4 Board of Directors Committees ................................................................................... 243 Protocol 11.5 Board of Directors Visits ............................................................................................. 248 Policy 11.6 International President ................................................................................................ 249 Policy 11.7 International President-Elect ....................................................................................... 250 Policy 11.8 Executive Director....................................................................................................... 251 Protocol 11.8 Executive Director....................................................................................................... 252 Policy 11.9 Secretary-Treasurer .................................................................................................... 254 Policy 11.10 Legal Counsel ............................................................................................................. 255 Policy 11.11 Board of Directors Conflict of Interest ......................................................................... 256 1. Purpose ........................................................................................................ 256 2. Definitions..................................................................................................... 256 3. Process ........................................................................................................ 257 Policy 11.12 Board of Directors Conduct ......................................................................................... 260 Policy 1.0 Governing Documents 1. 2. Documents Defined A. The Articles of Incorporation is a governing document of Toastmasters International and shall only be modified by the voting membership. B. The Bylaws of Toastmasters International is a governing document and shall only be modified by the voting membership. C. Policy is secondary to Articles of Incorporation and Bylaws of Toastmasters International and is adopted and revised by the Board of Directors under the authority to adopt “a manual of policies and procedures containing the Board’s major administrative decisions” set forth in Article V, Section 4(f) of the Bylaws of Toastmasters International. D. Administrative protocol (“protocol”) is equal in authority to policy, unless it contradicts policy, at which time policy prevails. Protocol interprets and gives guidance to implement Bylaws and policy. Protocol is adopted and revised by the joint authority of the Executive Director and the International President with the concurrence of the International President-Elect. Policy A. Policy is expressed in continuing general principles regarding important, highlevel, and strategic subjects, adopted and revised by the Board. B. The Executive Director supervises the drafting of policy. To ensure accordance with applicable laws and the Bylaws and policy of Toastmasters International, legal counsel reviews proposed policy when necessary or appropriate. C. The content of policy is a statement with which decisions and conduct of the corporate officers (including protocol) must be consistent and which must be applied in the performance of the corporate officers’ prescribed and authorized duties. D. Policy drafts are subject to consultation in the form of deliberations within the Executive Committee or other duly-authorized committee, followed by the committee’s recommendation for adoption by the Board. E. Two-thirds of all members of the entire Board must vote in favor of proposed policy at a meeting for the policy to be adopted. In the absence of a meeting, proposed policy must receive the unanimous written consent of the Board. F. Board policy decisions are final, unless overruled by the voting members at the Annual Business Meeting. 135 Policies and Protocol Policy 1.0: Governing Documents 3. 136 G. Policy changes are effective upon approval by the Board unless the Board sets a later effective date. H. Policy is maintained on the Toastmasters International website. Policy revisions are updated on the website at the earliest practicable date. I. The Board conducts a policy audit at least once every three years. Protocol A. Protocol is authoritative rulemaking that provides detail to interpret and implement Bylaws and policy. B. The Executive Director supervises the drafting of protocol. C. The content of the protocol varies depending on its intended use and must be consistent with Bylaws and policy. Protocol may be a guidebook, manual or other description of program rules or information. D. Protocol is subject to consultation at the discretion of the Executive Director depending on the situation. E. Protocol is adopted by the joint, written authorization of the Executive Director and the International President, with the concurrence of the International President-Elect. F. Protocol decisions are final, unless overruled by the Board’s adoption of policy that contradicts the protocol, thereby requiring a change to protocol in order to be consistent with policy. G. Protocol decisions are communicated in due course: first to the Executive Committee, then to the Board, then updated on the Toastmasters International website. Policy 1.1 Mission Statements, Values, and Envisioned Future 1. Toastmasters International’s purpose is defined in Article II: Purpose of the Articles of Incorporation of Toastmasters International. The purpose is further defined in Article I: Purpose of the Bylaws of Toastmasters International. The purpose of the district is defined in Article II: Purpose of the District Administrative Bylaws. The purpose of the club is defined in Article I: Mission and Purpose of the Club Constitution. 2. The mission statements, the values statement, and envisioned future in this policy succinctly express the function of each organizational unit. The statements are used in marketing and public relations, in leader manuals and training, and at meetings and events. A. Toastmasters International Mission We empower individuals to become more effective communicators and leaders. B. District Mission We build new clubs and support all clubs in achieving excellence. C. Club Mission We provide a supportive and positive learning experience in which members are empowered to develop communication and leadership skills, resulting in greater selfconfidence and personal growth. D. Toastmasters International Values • Integrity • Respect • Service • Excellence E. Toastmasters International Envisioned Future To be the first-choice provider of dynamic, high-value, experiential communication and leadership skills development. 137 Policy 2.0 Club and Membership Eligibility 1. 2. 3. Club Eligibility A. Club admission is defined and described in Article III, Section 3 of the Bylaws of Toastmasters International. B. The Board of Directors has ultimate authority over club admission. C. The Board or the Executive Director, as the Board’s authorized representative, may delay or decline the chartering of a club, with or without stated reason. D. All Toastmasters clubs are required to comply with Toastmasters International’s governing documents. E. All Toastmasters clubs must abide by the charity and tax laws of the United States and the other countries in which they may be located so that Toastmasters clubs are organized and operated for the charitable purpose of educating individuals in communication, leadership and related skills, and not for the gain or profit of any business or other private interest. Club Minimum Requirements A. Meetings are held at least 12 times per year. B. Regular meetings are conducted in-person. C. Members work toward communication awards. D. Members give oral manual speeches and evaluations. E. Members have the opportunity to develop and practice leadership skills and earn leadership awards. Good Standing of Individual Members A. The admission of individual members to clubs is governed by Article III, Section 2 of the Bylaws of Toastmasters International. Good standing is defined in Article III, Section 8 of the Bylaws. B. An individual member in good standing is one whose dues have been paid by the club and received at World Headquarters by May 31 for the period of April through September and by November 30 for the period of October through March. C. An individual member whose dues have not been paid and received at World Headquarters is considered delinquent after the due date and remains so until 138 Policies and Protocol Policy 2.0: Club and Membership Eligibility dues have been paid and received by World Headquarters, at which time the individual member is reactivated. 4. D. An individual new member is in good standing as soon as the new member application and appropriate fees and dues are received at World Headquarters. E. A person must be an individual member in good standing to be nominated for or to serve in any office or leadership role in Toastmasters International. Good Standing of Clubs A. Membership dues, including payment dates, amounts, and transfers, are governed by Article IV, Section 2 of the Bylaws of Toastmasters International. B. Admission, continuation, termination, and suspension of clubs is defined in Article III, Sections 3 and 4 of the Bylaws of Toastmasters International. C. A club is in good standing when it has paid its dues to World Headquarters for a minimum of eight members—at least three of whom were members of the club during the previous renewal period—by May 31 for the period of April through September and by November 30 for the period of October through March. D. A club whose dues have not been paid and received at World Headquarters is considered delinquent after the due date and remains so until dues have been paid. E. I. If dues are not paid prior to the following renewal period, the club is suspended from active status, which means that all services and membership status for the club and its members are discontinued. II. If dues are paid prior to the following renewal period, the club returns to good standing. There shall be no transfer of an issued charter from an inactive club to any other group. . 139 Protocol 2.0 Club and Membership Eligibility 1. Club Reinstatement A. B. 2. Clubs inactive for one full dues renewal period may be reinstated within the following dues renewal period by one of two methods: I. The club pays all of the following in full: current renewal dues for a minimum of eight individual members, at least three of whom were individual members of the club immediately prior to its inactive status; any past due account balance; and a reinstatement fee equal to the current individual semiannual dues amount multiplied by eight to cover the missed period. By this method, membership of individual members begins the date of club reinstatement; continuous membership is lost. II. The club pays all of the following in full: current renewal dues for a minimum of eight individual members, at least three of whom were individual members of the club immediately prior to its becoming inactive, any past due account balance, and dues for all individual members in the club during the previous report period. Membership of individual members continues from the dates they originally joined the club. Clubs inactive for two or more full dues renewal periods are required to be chartered as new clubs, meeting all chartering requirements. Members with Disabilities A. Various external laws apply to facilities and organizations regarding their responsibilities, if any, to provide accommodation to support the participation of persons with disabilities. If no public accommodation is involved, the laws may not apply. B. Toastmasters International and each of its subordinate units, including regions, districts, divisions, and areas, shall comply with applicable laws regarding accommodations for persons with disabilities in the jurisdictions in which meetings or other functions are held. C. Since Toastmasters clubs are separate legal entities, their legal obligations with respect to persons with disabilities may differ from the obligations of Toastmasters International, depending on national, state, or local regulations and the availability of facilities for meetings in their communities. It may not be reasonable, feasible, or possible to provide accommodation in every instance. D. Where disability laws apply, it is the responsibility of the highest ranking officer at the level for which an event is planned (e.g., the district governor for a district, the club president for a club) to determine what laws and regulations may apply regarding accommodations for persons with disabilities at the event facility. 140 Policies and Protocol Protocol 2.0: Club and Membership Eligibility E. If the responsible person determines that an event facility must meet a certain standard of disability accommodation, a written guarantee shall be obtained from the facility owner or operator that the facility complies with that standard and holds Toastmasters International or the club harmless if the facility should violate that standard. If a claim or suit is subsequently brought against Toastmasters International or the club regarding disability accommodation at such event, defense of the claim or suit shall be tendered immediately to the facility owner or operator. F. In the case of practical limitations or unforeseen circumstances that could result in some obstacle, hindrance, or other difficulty for a person with a disability at an event, Toastmasters International cannot and does not promise full participation in its programs to persons who are not able to participate through their own efforts. 141 Protocol 2.1 Club Constitution: Modifications to Comply with Local Law 1. Authority The Toastmasters International Club Constitution, Article XI, Section 3, governs local jurisdictional law matters related to clubs. 2. Jurisdictional Modifications Following are jurisdictions in which certain modifications to the Club Constitution are justified in order for clubs located within such jurisdictions to function legally. By virtue of this Protocol, the portions of the Club Constitution applicable to such clubs are hereby modified as stated below. No action by the clubs affected is necessary; the modification applies automatically and universally to all those clubs within the listed jurisdiction. A. Australia: Article XI, Section 2 is modified to read: “In the event of dissolution of this club, distribution of any funds, after payment of any indebtedness, shall be made by contribution to another Toastmasters club located in and subject to the laws of Australia.” B. Malaysia: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in Malaysia must register as a society with the Registry of Societies.” C. Singapore: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in Singapore, which are not operating under the umbrella of an existing society or corporation, must register with the Registrar of Societies.” D. United States: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in the United States must register with the Internal Revenue Service under Toastmasters International’s nonprofit group exemption.” a. California: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in California must register with the Secretary of State.” 142 Policy 3.0 Ethics and Conduct 1. Standards A. All programs, activities, communications, and conduct of Toastmasters clubs and members shall be represented in an ethical manner, consistent with Toastmasters International’s governing documents, mission, and values. Each club is responsible for the actions of its members. B. Any Toastmasters club, area, division, district or other official group that violates ethics and conduct standards may be subject to disciplinary action. C. Any individual member, at any level, who violates ethics and conduct standards, may be subject to disciplinary action up to and including removal from good standing with Toastmasters International. D. Members shall not conduct or condone programs, activities, or communications which are defamatory, malicious, offensive, derogatory, damaging, false, libelous, or otherwise detrimental to the best interests of Toastmasters International. Members shall not assist, support, aid, facilitate, invite, or condone anything that interferes with the programs, proceedings, or affairs of Toastmasters International or its clubs. E. Each club, not Toastmasters International, is legally and practically responsible for resolving personal conduct issues within the club. Clubs are not liable for claims against the international organization and the international organization is not liable for claims against the clubs. F. If the actions of any individual member or club are in conflict with the basic principles, ideals, or standards of Toastmasters International, the club may be subject to suspension or expulsion by Toastmasters International and/or the individual member may be subject to suspension or removal from good standing, and/or other appropriate action. G. Members in leadership roles above the club level are subject to the ultimate authority of the Board of Directors. The Board may remove a member from good standing or expel a club, under Article III, Sections 4, 8, and 13 of the Bylaws of Toastmasters International. Removal of district officers is governed by Article VII, Section (g) of the District Administrative Bylaws and discipline of Board members is governed by Policy 11.12. H. Matters of personal conduct within districts above the club level are resolved by district officers when possible, with assistance from World Headquarters to the extent necessary and practically possible. The Executive Director is 143 Policies and Protocol Policy 3.0: Ethics and Conduct notified of incidents occurring above the club level and may initiate independent action to assure that proper corrective steps are being taken. 2. 3. Nondiscrimination, Background, and Character A. Nondiscrimination is defined in Article III, Section 7 of the Bylaws of Toastmasters International. B. When voting on the admission of a member or the election of an officer, members are entitled to consider any information about the person’s background or character of which they are aware, but the prospective member is not required to make any affirmative disclosures about such matters. C. Toastmasters International, clubs, districts, or any officer is not responsible for the background or character of any person admitted to club membership or elected or appointed to a leadership role. Harassment and Bullying Toastmasters International prohibits all types of harassment and bullying. This includes, but is not limited to, sexual, verbal, physical, and visual harassment (including electronically). A. 144 Creating an intimidating, offensive, or hostile environment, which includes conduct, comments, or conditions of an offensive, unwelcome, or sexual nature altering the conditions under which an individual experiences the Toastmasters program is prohibited. Specifically: I. Persistent singling out of a person. II. Shouting or raising one’s voice at a person in public or private. III. Not allowing a person to speak or express himself or herself. IV. Personal insults and use of offensive nicknames. V. Repeated criticism of personal matters. VI. Ignoring or interrupting a person at meetings. VII. Spreading rumors and gossip regarding a person. B. Unwelcome physical contact or physical abuse such as pushing, fighting, kicking, hitting, or shoving, and threats of physical abuse are prohibited. C. Inappropriate touching, lewd jokes, displaying explicit or sexually suggestive material, and repeated unwelcome requests for a sexual or dating relationship are prohibited. Policies and Protocol Policy 3.0: Ethics and Conduct 4. D. Unwelcome advances, requests for sexual favors, and other unwelcome verbal, written, or physical conduct, including obscene gestures, are prohibited. E. Making the submission to or the rejection of such conduct the basis of participation or advancement decisions is prohibited. F. Retaliating or discriminating against any member for reporting harassment is prohibited. Whistle-blower Protection If any individual member of Toastmasters International reasonably believes that Toastmasters’ policies have been violated, or that any Toastmasters activities, policies or practices are illegal (i.e., in violation of any applicable law, regulation or rule), that person is encouraged to follow the procedure below. An individual member may only make a report in good faith that is objectively reasonable, and not for the purpose of harassing, disrupting or interfering with the affairs of the organization or the participation of other members. An individual member who wishes to express concern about any Toastmasters policy violation, activity, policy or practice may: 1. Submit a written complaint containing reasonably credible information to the responsible volunteer leader at the next level. (For example, a club member would complain to the club president, a club president to an area governor, etc.) a. If the individual is not satisfied with the response he or she receives, or if the next-level volunteer leader to whom the issue would be reported is the subject of the individual’s concern, or the individual is otherwise uncomfortable speaking with the next-level volunteer leader, the individual may then make the complaint in writing to the Executive Director. b. If the complaint is about the Executive Director, the individual may submit his or her complaint to the International President. 2. International officers and directors should submit their complaint in writing directly to the International President, and if the International President is the subject of the complaint, to the Executive Director. No individual who has submitted a complaint in good faith shall be subject to retaliation. Moreover, an individual who retaliates against someone who has submitted a complaint is subject to discipline up to and including removal from good standing with Toastmasters International. 145 Policies and Protocol Policy 3.0: Ethics and Conduct Reports of complaints and related investigations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Criminal matters should be reported to law enforcement. Complaints not resolved to the satisfaction of the individual may be reported promptly to the Executive Director or International President. The Executive Director or International President will determine if further investigation is warranted and may recommend corrective action. A whistle-blower who does not make a report that is in good faith may be subject to discipline, up to and including removal from good standing with Toastmasters International, or other appropriate action less than removal, to protect the best interests of Toastmasters International and its members. 5. 146 Political Ethics A. No action shall be taken—written, verbal, or otherwise—which interferes with the right of every qualified member to seek and achieve election to office at any level. B. No action shall be taken that interferes with the right and duty of every delegate and of every proxy holder to vote according to his or her best judgment. I. No individual member, club, district, or other group shall engage in any activity or campaign by use of threats, restrictions, intimidations, deals, candidate slates, pressures, or other unethical means which might prevent or dissuade any member from competing in an election process or from exercising his or her best judgment. II. No person or entity shall publish or distribute any material which contains defamatory remarks, malicious or derogatory charges, or false or libelous statements. III. Except for district conferences and the International Convention, all meetings of district officers and international directors shall be confined to such activities as assist the district officers in fulfilling their responsibilities and shall not be used for political purposes. C. All communications and activities endorsing a candidate, either by the candidate or by supporters of the candidate, shall focus on the candidate’s Toastmasters accomplishments and personal qualifications for office. Endorsements shall not be used without the permission of the endorser. D. No negative information about candidates is allowed in distributed written communications or in communications at an official Toastmasters meeting. E. All activities, publications, letters, speeches, and conduct of campaign participants shall reflect Toastmasters International’s values. Policies and Protocol Policy 3.0: Ethics and Conduct F. 6. 7. No member, other than the proxy signer, shall instruct any proxy holder how to vote proxies at any election. Disciplinary Standards A. For the protection of Toastmasters International, its districts, divisions, areas, and clubs (hereafter referred to as “affiliates”) and individual club members, certain standards of conduct shall be observed. Violation of these standards may be addressed by appropriate corrective, preventive, and disciplinary action, which may include removal, suspension, or progressive disciplinary action relating to the good standing of an individual member, in the good faith discretion of the Board. B. In determining the appropriate corrective, preventative, or disciplinary action, the Board may consider all circumstances it deems relevant including, but not limited to, the following: I. The intentional misrepresentation or distortion or misleading omission by the member in dealings with or under the auspices of Toastmasters International, or any of its affiliates. II. The unauthorized use of Toastmasters International property, including copyrights, trademarks, and trade names. III. Threats, intimidation, coercion, or other interference with the activities of other Toastmasters individual members. IV. Conduct which is disorderly or endangers the well-being of others, willful damage to property, or the illegal or improper use of Toastmasters funds while participating in activities sponsored or sanctioned by Toastmasters International or any of its affiliates. V. The violation of Toastmasters International’s governing documents. C. Violation of this Ethics and Conduct policy subjects the offending club to suspension or expulsion under Article III, Sections 4 and 13 of the Bylaws of Toastmasters International, which may be mitigated if the club expels an offending member and/or removes the person from any club office or ends the club’s own violations. D. Violation of this Ethics and Conduct policy subjects the individual member to suspension or removal from good standing, or other appropriate action, under Article III, Sections 8 and 13 of the Bylaws of Toastmasters International. Disciplinary Actions by the Board of Directors A. The Board may take disciplinary actions relating to the good standing of individual members of clubs under Article III, Section 8 of the Bylaws of Toastmasters International, of delegates at large under Article III, Section 4(b) of the Bylaws, and of clubs under Article III, Section 4(a) of the Bylaws. 147 Policies and Protocol Policy 3.0: Ethics and Conduct B. Only the Board is authorized to suspend or expel a member or club from Toastmasters International. Disciplinary proceedings are governed by Article III, Section 13 of the Bylaws of Toastmasters International. I. The Board has discretion to decide the amount of evidence warranting issuance of a resolution and the level of detail in the resolution. II. The initial resolution adopted by the Board may be modified as the Board sees fit so long as the member is notified of material changes to the resolution not less than 20 days before the hearing date. III. The Board may accommodate reasonable changes to the hearing date if requested by the member. IV. If the member does not respond to the notice and does not appear at the hearing or provide a statement, the Board may take the proposed action as of the proposed effective date. V. Whether the member appears at the hearing or provides a statement, the member may present testimony of witnesses but is limited to presenting evidence or arguments against the proposed action. VI. The Board may choose to receive certain information from witnesses confidentially and not permit the member charged to know the identity of such witnesses or to cross-examine them. VII. The Board decides the scope of participation allowed to any attorney representing the member and the extent to which detailed information and documents pertaining to the charges and evidence are shared with the member prior to and during the hearing. VIII. Toastmasters International is responsible for its own hearing costs. Translation costs are the responsibility of the member, unless the Board decides otherwise. 148 IX. Once the hearing ends, the member charged and any representative is excused from the room. The Board then deliberates and votes. Toastmasters International staff and legal counsel may be present if needed. The Board may decide to impose a different disciplinary action from that proposed. X. Disciplinary action is effective on the proposed effective date, and continues for the period specified by the Board or until the Board restores the status of the member. XI. The Board may, by a majority vote, reinstate a club that has been suspended or terminated for disciplinary reasons. Policies and Protocol Policy 3.0: Ethics and Conduct XII. In the event of a disciplinary proceeding relating to the good standing of an individual member of a club (and/or the individual’s status as a delegate at large), the member’s club shall have the opportunity to participate as follows: a. The member’s club shall be entitled to the same written notice as the individual member, including any modified notice, and the same opportunity to request a reasonable change in the hearing date. b. The member’s club may choose to appear at the hearing or make a statement to the Board at its own cost and may present testimony of witnesses within the limits stated above. XIII. The Board may waive or alter provisions of this policy relating to timing, by a three-fourths vote after determining that the waiver or alteration is necessary to prevent imminent harm to Toastmasters International or any of its affiliates. XIV. If the member charged is a voting member of Toastmasters International as a delegate at large, under Article III, Section 4(b) of the Bylaws the Board may, by following the above procedure, terminate, suspend, or otherwise affect the individual’s voting membership. 149 Protocol 3.0 Ethics and Conduct 1. Violation Reporting A. If an ethics or conduct violation arises, it is to be handled initially at the lowest or closest practical level to the incident. B. If the resolution of a violation is not satisfactory, the matter may be safely reported to a higher level. Club-level matters not resolved at the club level are reported to World Headquarters. C. If the matter is not reported, the higher level is not to be held responsible for the situation. D. The person receiving the report shall conduct a confidential investigation and shall initiate appropriate action to resolve the matter. E. Regardless of the level at which an incident occurs, if any person involved in the matter believes it was not resolved in accordance with the governing documents of Toastmasters International, or if the process is not feasible, such person may promptly report the situation to the Executive Director or to the Executive Committee if the Executive Director is charged with a violation. F. Any claim, threat of lawsuit, or lawsuit involving an ethics violation occurring above the club level must be reported promptly to the Executive Director. G. In jurisdictions where laws are stricter than the Toastmasters International governing documents, members and clubs are required to observe the stricter standards. Suspected violations of criminal law, such as embezzlement, theft, assault, or trespass should be reported to the appropriate law enforcement authorities in the jurisdiction. 2. Club Procedure to Discipline a Member A. Disciplinary actions conducted by a club relating to an individual member are addressed in Article II, Section 7 of the Club Constitution. Each club is responsible for handling its own disciplinary matters following Toastmasters policy and protocol. B. One of the following processes applies if a club considers disciplining an individual member. This includes, but is not limited to, situations in which the International President requests that the club initiate proceedings against a particular member, and situations in which a club considers not renewing, suspending, or taking other disciplinary action regarding an individual’s membership. The club executive committee determines, by a majority vote, at which level the disciplinary procedure takes place: at the club executive committee level or at the club membership level. 150 Policies and Protocol Protocol 3.0: Ethics and Conduct C. The club president serves as chair for the disciplinary procedure. If the club president is the member charged, the next highest-level club officer serves as chair. D. The following describes the disciplinary procedure at the club executive committee level. I. The club executive committee recommends, by majority vote, membership termination or other disciplinary action. II. The club executive committee then provides written notice of the proposed action and reason to the charged member. III. After receiving notice, the member has 15 days to respond to the charges, either orally or in writing. IV. If the member requests, the club executive committee gives the member an opportunity to appear before the committee to discuss the issue. The committee notifies the member of the date, time, and location of the meeting. V. The club executive committee distributes copies of the charges and any response from the charged member to all members of the club executive committee. VI. After the 15-day response time, the club executive committee votes on the proposed termination or other disciplinary action. a. The club executive committee provides reasonable notice of the agenda item to the club executive committee. b. The club executive committee must have a quorum present (majority). c. In order to terminate membership, two-thirds of the club executive committee present and voting must vote in favor of termination. VII. The charged member and club members are notified of the action taken. VIII. The charged member may appeal the club executive committee’s decision to the club within 15 days of the date of notice. If this occurs, the process for disciplinary action at the club membership level applies. E. The following describes the disciplinary procedure at the club membership level. I. The club executive committee recommends, by majority vote, membership termination or other disciplinary action to club members. 151 Policies and Protocol Protocol 3.0: Ethics and Conduct II. The club executive committee provides written notice of the proposed action and reason to the charged member and to club members. III. After receiving notice, the member has 15 days to respond to the charges, either orally or in writing. If the member requests, the club gives the member an opportunity to appear before the club to discuss the issue. The club notifies the member of the date, time, and location of the meeting. IV. The club distributes copies of the charges and any response from the charged member to all club members. V. After the 15-day response time, the club votes on the proposed termination or other disciplinary action. VI. a. The club must provide reasonable notice of the agenda item to the club members. b. The club must have a quorum present (majority of active members). c. In order to terminate membership, two-thirds of those present and voting must vote in favor of termination. The charged member and club members are notified of the action taken as soon as is reasonable. VII. There is no appeal of the club decision. 3. 152 District Procedure to Discipline a Member A. Resignation or removal of a district officer is addressed in Article VII, Section(g) of the District Administrative Bylaws, which requires no advance notice, hearing, or cause for removal. The district executive committee may choose to remove a district officer summarily or follow the disciplinary process set forth here. B. An individual member who wishes to express concern about any ethics and conduct or other violation involving a member of the district executive committee, other appointed district official, or an individual Toastmasters member participating in district activities, may submit a written complaint containing reasonably credible information to the district governor. If the district governor is the member charged, the next highest-level district officer replaces the district governor throughout the remainder of the proceedings. C. If the district governor believes the member complaint to be reasonably credible, a confidential investigation must be completed within a reasonable time. The district governor discusses the findings from the investigation with the complaining member and the charged member (separately or together) in Policies and Protocol Protocol 3.0: Ethics and Conduct an effort to reach a mutually agreeable resolution. If a resolution is reached, the matter is closed. D. If a resolution is not reached, the district governor refers the matter to the district executive committee and informs World Headquarters. The district executive committee determines, by a majority vote, whether: I. II. A disciplinary hearing takes place. The disciplinary hearing is conducted by the district executive committee or the district council. E. The district governor serves as chair for the disciplinary hearing. F. This disciplinary procedure is followed for all district-level disciplinary hearings. I. A hearing is conducted during a regular or special meeting, in person or by teleconference. All discussion and materials are subject to confidentiality restrictions determined by the committee/council. II. The complaining member, the charged member, and the committee/council members are notified of the date, time, location, and format of the hearing a minimum of 15 days before the hearing. The written notice shall include the proposed disciplinary action and the reason(s). III. The complaining member and the charged member have the opportunity to participate in the hearing. The committee/council determines the time limit for discussions, as well as the amount of and the manner in which evidence is received, whether in person or in writing. IV. The committee/council receives copies of the original complaint, the charged member’s response and the results of the district governor’s confidential investigation in advance of the hearing. V. The charged member provides any written, physical, or other evidence (other than his or her oral testimony) to the district governor no later than 48 hours prior to the hearing. VI. At the hearing, the district governor: a. Confirms that a quorum is present. b. Indicates the hearing is not a court of law, and that the disciplinary process is being followed as outlined in Toastmasters’ governing documents. c. Advises that recording of the hearing is prohibited. 153 Policies and Protocol Protocol 3.0: Ethics and Conduct d. States that all discussion is limited to the charges and evidence presented. e. Presents findings from the confidential investigation. The findings may contain sensitive information received from the complaining member and from other witnesses confidentially, and the council/committee may choose not to permit the charged member to know their identity or to cross-examine them. f. Provides the charged member with a predetermined amount of time to speak and respond to the charges. g. Provides any witnesses speaking a predetermined amount of time to speak. h. Excuses all parties present except the district executive committee or district council to discuss appropriate disciplinary action. The charged member shall be excused, even if a member of the committee or council. Any member of the committee or council having a family, business, or personal relationship to the charged member, if the relationship may cast doubt on the member’s ability to render an impartial judgment, shall also be excused. A. Disciplinary actions may include one or more of the following: I. Private written censure of the member by the committee/council II. Public written censure of the member by the committee/council III. Suspension from participation in district events – not to exceed 18 months IV. Suspension or removal from district office V. Suspension from eligibility to be elected or appointed to district office – not to exceed 18 months B. Removal from office requires a two-thirds vote of the entire District Executive Committee. Other disciplinary action must be approved by two-thirds of those present and voting. VII. 154 The charged member and World Headquarters are notified in writing within 24 hours of any disciplinary action. Depending on the circumstances, the disciplinary process and the result may be kept completely confidential or partially confidential in the discretion of the committee/council. If the charged member or the complaining member Policies and Protocol Protocol 3.0: Ethics and Conduct has made the matter public, if certain club or district officers should be notified in order to minimize potential harm to other members, or in other appropriate situations, the best interests of Toastmasters International may require discreet communications to others. VIII. 4. The district executive committee’s decision may be appealed to the district council. There is no appeal of the district council’s decision. However, the Board of Directors may, on its own initiative, review the district’s decision and reach a different conclusion in the best interests of Toastmasters International, its member clubs and individual members. Recognition Program Violations A. B. The Executive Director is authorized to delay, deny, or withdraw the granting of any recognition award, or the acceptance at World Headquarters of any documentation in support of any such award, if it appears that there were misrepresentations by or on behalf of the individual, club, area, division, or district seeking the award. I. The final decision to deny or withdraw an award is the responsibility of and must be confirmed by the International President. II. There is no right of appeal beyond the International President. If there are misrepresentations in the submission of a club’s renewals, charter fees, or membership applications, that club shall be suspended from all performance results for the remainder of the program year. I. The district governor and lieutenant governors shall be immediately notified of the action and provided the reasons for suspension. II. If all three officers, or a majority of the officers and the immediate past district governor, or a majority of the district executive committee, certify in writing that, in their judgment, there was no misrepresentation, then the club can be reinstated to the performance results. III. Clubs suspended from a district’s year-end performance results must be reinstated before July 15 in order to receive credit for recognition as a Distinguished Club, Distinguished Area, Distinguished Division, and Distinguished District. C. Districts shall not create, administer, or promote any other recognition programs which compete with official Toastmasters International recognition programs. 155 Policy 4.0 Intellectual Property 1. 2. Trademarks and Copyrights A. The use of Toastmasters International’s trademarks is defined in Article III, Section 6 and Article XIII, Sections 1 through 4 of the Bylaws of Toastmasters International. B. The membership marks “Toastmasters International,” “Toastmaster,” and “Toastmasters,” and the emblem are registered for trademark protection in all countries where districts, provisional districts, or territorial councils exist, for exclusive use by or under the authority of Toastmasters International. Trademark registration prior to territorial council or provisional district status is pursued if deemed appropriate by the Executive Director. C. The Executive Director is authorized and directed to take appropriate steps as needed to protect the copyrights and marks of Toastmasters International and to prohibit their unauthorized use or misappropriation by any unauthorized person or group in any geographical area. D. Individual members are provided Toastmasters International’s proprietary material for educational purposes only in connection with Toastmasters activities. Any unauthorized derivative works which are created using Toastmasters International’s proprietary material are the property of Toastmasters International. E. Unauthorized use of the marks or copyrighted materials is prohibited and may result in removal from good standing of an individual member, revocation of a club charter, removal of an officer at any level, or other disciplinary or legal action. F. Toastmasters International may create and use an alternate graphic image rather than the official emblem. I. When used, all rights and prohibitions that apply to the emblem shall apply to such image. II. The Executive Director determines whether trademark or other protective measures are taken with regard to such images. III. Changes to any such alternate graphic image must be approved by the Executive Committee. Use of Toastmasters Material A. Toastmasters International is promoted through the Success Communication Series, the Success Leadership Series, The Better Speaker Series, The 156 Policies and Protocol Policy 4.0: Intellectual Property Leadership Excellence Series, and The Successful Club Series and Youth Leadership programs, which non-members may attend. 3. 4. B. Toastmasters International’s tax-exempt and nonprofit statuses are jeopardized when the organization or clubs are perceived to be in the seminar business and in competition with for-profit enterprises. C. In the countries where Toastmasters clubs are covered by liability insurance, the insurance is not valid for activities outside of normal Toastmasters meetings. D. Only the abovementioned programs are conducted outside of the club by members. For non-members, these programs are conducted only as a means to promote the club and increase membership. E. All programs are presented by club members acting as representatives of their clubs, thereby preserving the identity of the programs, clubs, and organization. F. Individuals, educational institutions, and other organizations are prohibited from deriving financial gain, directly or indirectly, from these programs, as described in Article II of the Articles of Incorporation of Toastmasters International. G. Districts are responsible for training club leaders and for providing other training that helps clubs function more effectively and achieve their mission. H. While clubs occasionally conduct the abovementioned programs for other clubs, individual members and clubs may only conduct training programs, seminars, and other events for other clubs and members with the permission of the district. Subject matter and content of any such training program, seminar, or event shall be in keeping with the club and district missions. Membership Contact Information A. Members’ contact information is only provided to appropriate members and officers as needed. B. Members’ contact information is only used for official Toastmasters business. C. Access to members’ contact information is governed by and limited to the provisions of the California Nonprofit Public Benefit Corporation Law. Surveys A. The only entity authorized to conduct surveys of members and former members and release the results of those surveys is World Headquarters with the following exceptions: 157 Policies and Protocol Policy 4.0: Intellectual Property B. 158 I. The Executive Director may grant written permission to conduct surveys of members and former members and release the results of those surveys. II. Clubs may survey their own members. III. Districts may seek information on educational or related programs from members within the district for their own use. The conduct of any surveys by outside entities, such as academic sources, and the release and use of survey results, is at the discretion of the Executive Director. Protocol 4.0 Intellectual Property 1. Trademarks A. Toastmasters International’s trademarks are used to support and further its mission and support its programs. B. The following table itemizes who may use Toastmasters International’s trademarks, the type of uses authorized and unauthorized, and the parties responsible for their use: User Clubs, areas, divisions, and districts Officer candidates at all levels Individual members and officers at all levels 2. Not Authorized Articles such as trophies, ribbons, banners, certificates, clothing or other items, except by specific, prior written authorization from the Executive Director Responsible Club president, district governor Same as above Candidate Any personal newsletter, electronic media, bulletin, or similar item; articles such as trophies, ribbons, banners, certificates, clothing, or other items except by specific, prior written authorization from the Executive Director Individual Websites A. 159 Authorized Stationery, business cards, bulletins, newsletters, electronic media, Web pages, program covers, agendas, and similar items only if directly related to and focused on the mission Stationery, business cards, mailings, electronic media, Web pages, campaign literature, and similar items Stationery, business cards, electronic media, and Web pages, solely to indicate the person’s affiliation with a club Club, area, division, district, and region websites should contain information useful to current and prospective members and officers including, but not limited to, event calendars, membership benefits, performance-motivating articles, newsletters, distinguished program goals and progress, dates of latest updates, a link to the Toastmasters International website (which is the primary source for club meeting times and locations). Policies and Protocol Protocol 4.0: Intellectual Property B. C. D. E. 160 Each club website should contain the club name, meeting time and location, a contact telephone number or e-mail address, the club mission, and a link to the district website. I. Club websites may not contain material irrelevant to achieving the mission of the club. II. The club president is the publisher of the club website and ultimately responsible for its content. Each area and division website may also contain listings of clubs within the area or division, membership-building tips for clubs, the club and district missions, and a link to the district website. I. The district governor is ultimately responsible for the content of area and division websites within the district. II. Area and division websites must either be part of the district website or published on a free or donated Web hosting site and linked to and from the district website. III. Websites must be transferred to the incoming district governor by July 1. If a website cannot be transferred or the incoming district governor does not want to continue its use, the page must be removed. Each district website should also contain information such as how to organize new Toastmasters clubs; membership-building tips for clubs; a calendar with information about events such as training, district conferences, and the International Convention; the club and district missions; and links to area and division websites within the district. I. District websites may not contain material that is irrelevant to achieving the mission of the district. II. The district governor is the publisher of the district website and ultimately responsible for its content. Region websites may also contain information such as articles and ideas to motivate the districts’ achievement of goals, links to district performance information on the Toastmasters International website, promotion of Toastmasters programs, the mission and vision of Toastmasters International, district and club missions, recognition for achievements or progress toward achievements of district goals, schedules and information about district visits, links to websites of districts within the region, and district conference dates and locations. Policies and Protocol Protocol 4.0: Intellectual Property I. Region websites may contain a list of past international presidents and past international directors showing only their home districts and years of service. II. The region advisor is the publisher of the region website and is ultimately responsible for its content. F. Officers at all levels shall not create office-related websites separate from those of their clubs, areas, divisions, districts, or regions. G. Officers may reference their Toastmasters membership and position on a personal website. H. All club, area, division, district, and region websites shall include a Toastmasters International trademark acknowledgement statement as published by Toastmasters International. As the trademark owner, Toastmasters International reserves the right to determine how trademarks are used on websites. I. Toastmasters websites may not include copyrighted information from Toastmasters International or any other source without the express written permission of the copyright owner. J. Clubs, areas, divisions, districts, and regions may publish websites in donated space and acknowledge the donation on the website. K. Clubs and districts may sell advertising space to offset costs and increase income. L. Regions may sell advertising space to offset costs. M. Advertising revenues may be subject to tax on unrelated business income. Clubs are responsible for any such tax implications resulting from club websites. District and regional advertising revenues may result in unrelated business income tax for Toastmasters International, and so must be reported in financial records submitted to World Headquarters, with provision made to cover any such tax from the revenues thereby generated. N. Individual members may not receive any compensation to create, maintain, or host Toastmasters websites; however, normal and reasonable costs to maintain the site may be reimbursed by the club or district. O. A disclaimer must be included on all Toastmasters websites as follows: “The information on this website is for the sole use of Toastmasters’ members, for Toastmasters business only. It is not to be used for solicitation and distribution of non-Toastmasters material or information.” 161 Policies and Protocol Protocol 4.0: Intellectual Property 3. Language and Translations A. English is the official language of Toastmasters International. B. Permission to translate Toastmasters materials shall be obtained in advance from the Executive Director. C. Permission is granted on a case-by-case basis and based on the following factors: D. 162 I. When at least 10 chartered clubs in good standing currently conduct their meetings primarily in the language being considered for translation and there is the potential to build more clubs whose meetings would be conducted primarily in that language, World Headquarters may grant permission to translate promotional brochures, the Competent Communication manual, the Competent Leadership manual, and at least two Advanced Communication manuals. II. When at least 35 chartered clubs in good standing currently conduct their meetings primarily in that language and there is the potential to build more clubs whose meetings would be conducted primarily in that language, World Headquarters may give permission to translate the remaining materials in the New Member Kit, at least two additional Advanced Communication manuals and the When You are the Club President manual. III. When 60 or more clubs in good standing currently conduct their meetings primarily in that language, World Headquarters may give permission to translate the remaining Advanced Communication and club leader manuals, the High Performance Leadership program, and other materials. IV. World Headquarters determines which materials have priority for translation. Once advance written permission for translation from World Headquarters is given, the requirements for translating materials are the following: I. Materials are translated, edited, and proofed by the end user or by an individual or service designated by World Headquarters. II. A release form is signed by the translator to protect the organization’s copyrights. III. World Headquarters reserves all rights to create and distribute all translated materials. Policy 5.0 Corporate and Community Activities 1. Toastmasters International does not create, promote, sponsor, or endorse causes or service activities or projects of other organizations. 2. The educational programs of Toastmasters International may only be used to provide communication and leadership development activities which are consistent with and related to the Toastmasters International mission and which preserve its identity as an educational organization. 3. Toastmasters International cooperates with other organizations to the extent that the identity of Toastmasters International is maintained and with the understanding that such contact or cooperation does not constitute or imply formal endorsement. 163 Protocol 5.0 Corporate and Community Activities 1. In addition to Toastmasters clubs and gavel clubs, the following entities are authorized to conduct the following programs: Program Speechcraft Youth Leadership Success Leadership and Success Communication Speakers Bureaus Clubs X X Areas Divisions Districts X X X X X 2. Unauthorized activities include, but are not limited to, fundraising in cooperation with other organizations; establishing or promoting scholarships and foundations; sponsoring or endorsing a non-Toastmasters speaking contest without permission from the Executive Director; and adapting, reprinting, or paraphrasing Toastmasters International’s copyrighted materials. 3. All contact with other organizations is made by the International President, the Executive Director, or individuals to whom authorization is delegated. 164 Policy 5.1 Gavel Clubs 1. Gavel clubs, which operate as special groups affiliated with Toastmasters International, are formed as a result of individuals’ inability to comply with eligibility requirements. Gavel clubs are referenced in Article I, Section 2(f), and Article III, Section 1 of the Bylaws of Toastmasters International. 2. Toastmasters International provides its materials, methods, and services to gavel clubs to the extent to which it is practicable to do so. 3. The functioning of a gavel club must not be in conflict with the operation or basic instruments, purposes, and policies governing clubs and districts. 4. The gavel club program is administered by World Headquarters. 5. Gavel clubs are not affiliated with any Toastmasters club or district. Members, clubs, and districts may have a working relationship or lend support to gavel clubs. 6. A group that is ineligible for chartering a Toastmasters club may apply for a gavel club Certificate of Affiliation upon accepting and complying with the following: 7. 165 A. Gavel club operations are consistent with the requirements of the sponsoring organization of which the gavel club members are a part and with the principles of Toastmasters International. B. A Certificate of Affiliation, issued by the Executive Director, constitutes a grant to the gavel club of authority to use the name issued it; to proclaim its affiliation with Toastmasters International; and to possess, display, and use gavel club emblems and insignia owned by Toastmasters International. C. The group uses such educational materials, methods and services of Toastmasters International as are made available to them subject to terms and conditions agreed upon between authorized representatives of the proposed gavel club and the Executive Director. D. If the policies or operation of the sponsoring organization or the gavel club are in conflict with the principles of Toastmasters International, or with the functioning of a club or other unit, the Certificate of Affiliation may be revoked. E. If the gavel club is suspended or rendered inactive by authority of the sponsoring organization, or if the gavel club or its sponsoring organization ceases to cooperate with Toastmasters International, the Certificate of Affiliation may be revoked. A gavel club functioning as a youth speech club may be established on the initiative of Toastmasters members provided its operation does not encroach upon the Policies and Protocol Policy 5.1: Gavel Clubs functioning or continuity of a Youth Leadership program. In case of conflict between the creation of a youth gavel club and a Youth Leadership program, a Certificate of Affiliation shall not be granted. 166 Policy 6.0 Speech Contests 1. Toastmasters International recognizes and supports the following official speech contests: International, Evaluation, Humorous, Table Topics, Tall Tales, and Taped (only for members of undistricted clubs or of clubs in provisional districts). No other contest types, showcases, etc., shall be conducted by districts. A. Districts must conduct the International Speech Contest. The International Speech Contest shall only be conducted in English. B. Districts may conduct up to three additional English speech contests each year. C. Districts may also conduct up to four non-English speech contests each year. I. Each of these contests is conducted in a language selected by the district governor and approved by the district executive committee. II. A non-English contest may be conducted using the rules of the International Speech Contest. Such a contest shall be titled using the name of the language. For example: Chinese Speech Contest. III. Non-English contests shall not continue beyond the district level. 2. Contests must originate at the club level and proceed through the area, division, and district levels respectively; only contests following this progression are permitted at each level. All clubs are eligible to advance contestants to the area level in all contests regardless of the contest language or the primary language of the club. 3. Toastmasters International pays the travel expenses of each contestant who participates in the International Speech Contest at the semifinal level at the International Convention. The travel allowance is computed in the same manner and subject to the same restrictions as that of district leaders. 4. The Speech Contest Rulebook is protocol and applies to all Toastmasters speech contests. Modifications to rules shall only be made through the administrative protocol review process. Exceptions are not permitted. 167 Policy 7.0 District Structure 1. 2. District Officers A. District officers and their duties are described in Article XII, Section 3, of the Bylaws of Toastmasters International and in Articles VII and VIII of the District Administrative Bylaws. Districts shall not change, modify, or add to the district officer position titles nor change the function of these positions. B. The title “lieutenant governor” is used only for the lieutenant governor education and training and for the lieutenant governor marketing. District Formation A. B. New districts are created and existing districts consolidated or reformed under the authority of Article XII, Section 1, of the Bylaws of Toastmasters International only after the Board of Directors has determined the following: I. Enough clubs exist in the territory to be included within the proposed new or consolidated districts. II. These clubs are of sufficient membership strength to assure efficient and financially sound administration of such proposed districts. District formations may be approved by the Board based on the following: I. The Board, on its own initiative, may grant authority for territorial councils, provisional districts, and districts. II. Sixty clubs in good standing and an average of 20 members per club is the basis for development of a sound district administration. III. All clubs within the boundaries of a territorial council, or of a provisional, consolidated, or reformed district become a part of such district, and no club within that territory thereafter has the right to maintain an independent operation, except under unusual circumstances or conditions determined by the Board. IV. The Board may form, consolidate, or reform districts on its own initiative for the best interests of Toastmasters International and the clubs. V. Applications for a territorial council, provisional district, or district are submitted to the Executive Director. The Board may approve the formation upon recommendation from the Executive Director. 168 Protocol 7.0 District Structure 1. Club Assignments A. Area and division organization is defined and described in Article XII, Sections1, 3(b), and 3(e) of the Bylaws of Toastmasters International and in Article VI of the District Administrative Bylaws. B. When a new club is organized, it is assigned to the district within which boundaries it meets. Exceptions are only considered with the concurrence of the district councils involved and with the approval of the Board of Directors. I. The assignment of a new club to an area is made by the district governor, subject to approval by the district executive committee. II. Changes to the alignment of a new club must be reported to World Headquarters by the district governor within 30 days of the club’s charter date. Any changes received after 30 days will not be reflected until the following July 1. 169 C. When a club moves its meeting location into the geographic boundaries of another district, its district affiliation does not change until the next July 1. This change must be reported to World Headquarters and both district governors within 30 days of that date. D. The best interests of the clubs and district are taken into consideration when assigning clubs to areas. I. Areas consist of four to six clubs; however, an area may consist of three clubs on July 1 only when an efforts to charter a fourth club is in process. II. Under no circumstances may an area have more than six clubs on July 1. III. Advanced clubs may not be segregated into areas. IV. Districts assign clubs to areas based upon: a. Geographic proximity to other clubs b. The ability of an area governor to effectively provide service c. Club size and strength (e.g., paid, active, disbanding) d. e. Prospective clubs and expected growth The likelihood of eligibility for Distinguished programs (e.g., club Policies and Protocol Protocol 7.0 District Structure base of the area or division) E. 2. 3. Territorial Councils A. The Board may create non-district administrative units called territorial councils in any undistricted territories for the purpose of forming new districts. B. The criteria for the creation of a territorial council is the evidence of potential growth of clubs and members in a specific geographical area within five years and the evidence of potential of at least 20 existing clubs therein for eventual district status. C. The clubs within a territorial council may organize an informal operating structure, electing such officers as needed to coordinate and guide a club growth program for district status. The clubs may plan and participate in training sessions, educational programs, speech contests, and other growth- oriented activities. D. Finances involved in the council’s operation are sustained by the clubs therein. Provisional Districts A. 170 A division must have a minimum of three areas. A territorial council may apply to the Executive Director for provisional district status when the following requirements are met: I. The council has 45 or more clubs in good standing for two consecutive semiannual reporting periods. II. Clubs which are council members acknowledge by written resolution an annual dues increase from the undistricted to the districted amount. B. Once granted provisional district status by the Board, a provisional district is entitled to administrative support from World Headquarters; a district number, which is the next sequential district number available; official participation in the Distinguished District Program; a district reserve account; applicable membership dues income; participation in the International Speech Contest; assignment to a region; visits from international officers, directors, and/or region advisors; and travel reimbursement to official district leader training and to the International Convention. C. A past provisional district governor is eligible to be nominated for election to the Board. Policies and Protocol Protocol 7.0 District Structure 4. D. Within three years after granting provisional district status, the Board reviews the progress of the provisional district. Performance in the Distinguished District Program is considered in the decision to grant full district status. E. After reviewing district progress, the Board either allows the provisional district to continue to function as a district or takes such action as it considers in the best interest of Toastmasters International. F. When a provisional district reaches 60 or more clubs in good standing, it may apply to the Board for district status. G. Before becoming eligible for full district status, each newly created provisional district is required to be in operation for a minimum of nine months ending on June 30, during which time it must adopt the District Administrative Bylaws; elect officers, establish an organizational structure, and subdivide itself into areas; and operate district programs in alignment with Toastmasters International’s governing documents. H. Any authorization to operate as a provisional district continues until full district status is granted or until it is otherwise terminated by the Board. Reformed or Consolidated Districts A. The Board reviews the status of districts with more than 240 clubs every three years, or sooner if necessary, to determine if reformation is in the best interests of Toastmasters International and the clubs. B. The Board may also consider consolidating a district with another district or districts if it has fewer than 60 clubs or fewer than 900 members. C. Any district with 200 or more clubs that wants to be considered for reformation may, after approval by a majority of the District Executive Committee, submit a letter of inquiry to the Executive Director for review with the Executive Committee. The Executive Committee provides its recommendation to the Board. D. If the Board approves the request or directs a reformation, the district governor appoints a reformation committee to conduct a detailed needs analysis that includes the following: I. Map of proposed boundaries demonstrating that the reformed districts will have no fewer than 100 clubs each II. Number of clubs, club strength, growth trends, growth potential, population, education, languages spoken, and geographic influences for both districts 171 Policies and Protocol Protocol 7.0 District Structure 172 III. Reasons why the reformation is in the best interests of the members, the clubs, the districts, and Toastmasters International IV. Implementation strategy V. Marketing plan projecting growth and identifying key market opportunities for both districts VI. Succession plan identifying qualified future leaders in both districts VII. Financial projections demonstrating the anticipated income and expense for both districts VIII. The needs analysis is submitted to the Executive Director for review with the Executive Committee. The Executive Committee provides its recommendation to the Board. E. The year prior to reformation, the district elects a district governor, two lieutenant governors education and training, and two lieutenant governors marketing. Each reforming district will have one lieutenant governor education and training and one lieutenant governor marketing. F. The district with the oldest surviving club within its boundaries will retain the original district number. The other district will receive the next sequential number available. The number will be communicated to the district leaders no later than July 1 of the year prior to reformation. G. District records through the reformation are retained by the original district. Copies of records essential to their proper administration are furnished to the newly formed district. Separate records are kept after the reformation. H. Once the reformation takes place, World Headquarters distributes funds in the original reserve account to the reserve accounts of the reformed districts, according to the ratio of the number of membership payments made by clubs in each reformed district in the program year immediately preceding the reformation. I. Funds in local district bank accounts must be divided according to the ratio of the number of membership payments made by clubs in each reformed district in the program year immediately preceding the reformation. World Headquarters shall oversee the allocation of funds at the time the bank accounts are established for the new district. J. At any stage of the reformation process, districts may be asked to submit a progress report to the Executive Director. Policies and Protocol Protocol 7.0 District Structure K. 5. Additional reformation requirements may be determined necessary by the Board due to special circumstances. District Consolidation A. The consolidation of a district occurs on the initiative of the Board. B. The Board reviews the status of districts with fewer than 60 clubs every three years, or sooner if necessary, to decide if consolidation is in the best interest of the organization. C. When determining whether consolidation is appropriate, factors such as the number of clubs in the district, market potential within the district, past performance, leadership, and geography are considered. D. If it is determined that consolidation is in the best interests of Toastmasters International and the clubs, the district is advised that it is being considered for consolidation. E. If the district wishes to remain a district and not be consolidated, it is given the opportunity to develop and present a growth plan to the Board. The growth plan identifies potential markets within the district and provides a specific strategy and reasonable timeline for building 60 clubs and more. F. If a growth plan is accepted, the Board reviews the progress of the district each year and takes what action is in the best interests of Toastmasters International and the clubs. G. If a district is to be consolidated, the clubs in that district are notified of the date of consolidation. The Board takes whatever action necessary to ensure that the clubs involved have the opportunity to participate in elections or speech contests conducted by the district absorbing the clubs. 173 Protocol 7.1 District Events 1. 2. 3. 174 Training A. All district-sponsored officer training incorporates the core content of the training programs for district and club leaders provided by Toastmasters International. B. Training events are included as part of the district calendar and published in district communications, including district newsletters and websites. Area and Division Governor Training A. It is recommended that initial area and division governor training be held before the program year begins. If this is not possible, training occurs no later than September 30. B. Initial area and division governor training is a minimum of four hours. C. Area and division governors should be trained together in a central location; however, geographically large districts may train area governors by division or by divisions grouped together. D. Ongoing training of division and area governors is conducted at district meetings, such as district executive committee meetings. Club Leader Training A. Districts train club leaders twice yearly: in June, July, or August and in December, January, or February. B. The Toastmasters Leadership Institute is the recommended method of club officer training. If the district chooses this format, it must conform to the guidelines published by Toastmasters International. The terms “university” and “college” shall not be used. C. All district events are training opportunities. As part of district and club leader training, districts may include educational sessions on communication and leadership for all members. District funds shall not be used to subsidize separate sessions for non-officers. D. Districts do not create any educational awards, including degrees, diplomas, or certifications. E. Districts only conduct training sessions focused on the training of club or district leaders and the achievement of the club or district mission. Policies and Protocol Protocol 7.1 District Events F. 4. Districts do not compete with for-profit enterprises that deliver training programs. District-sponsored training is available only to members and their guests. These events are not open to the general public nor used as fundraising events. District Executive Committee Meetings A. The district executive committee ensures that district leaders work to achieve the district mission. B. The composition and duties of the district executive committee are defined and described in Article XI, Section (a) of the District Administrative Bylaws. C. The district executive committee reviews and approves the District Success Plan; approves the budget and oversees the financial operation of the district; recommends the assignment of clubs to areas and divisions; reviews recommendations and reports of district committees, including those of the audit committee; and performs any duties assigned by the district council. D. The district executive committee meets at least four times each year. A minimum of two meetings shall be conducted in-person or virtually. Virtual meetings occur as recommended by the district governor and agreed upon by a majority of the committee. E. District executive committee meeting information is included in the district calendar and in other district communications. F. Only those who have business before the district executive committee and have been invited by the district governor attend district executive committee meetings. G. Any training at district executive committee meetings focuses on achieving the district mission. H. At district executive committee meetings, unless noted, the following business is conducted: I. The district mission is reviewed. II. Roll call is taken, and a quorum is certified. III. The district budget is prepared prior to the budget submittal deadline; copies of the budget are provided at or before the meeting. IV. The audit committee’s report is presented prior to each district council meeting; copies of the audit are provided at or before the meeting. The audit committee is governed by Article XI, Section (c) of the District Administrative Bylaws. 175 Policies and Protocol Protocol 7.1 District Events V. Profit and Loss Statement is presented; copies of the report are provided at or before the meeting. VI. Prior to the district council’s annual meeting, the alignment of clubs into areas and divisions is recommended. VII. The district governor’s recommendations to fill any vacancies in office are approved. VIII. The district governor, lieutenant governors, division governors, and area governors report on the District Success Plan and Distinguished program progress. 5. District Council Meetings A. The district council is defined and described in Article XII, Section 3(c) of the Bylaws of Toastmasters International and in Article IX of the District Administrative Bylaws. B. District council meetings are governed by Article X of the District Administrative Bylaws and by Article XII, Section 3(c) of the Bylaws of Toastmasters International. C. District committee chairs and others whose participation the council requires may attend. Members attending the district conference who are not voting members of the council or their proxies may attend but do not participate in council deliberations. D. At district council meetings, unless noted, the following business is conducted: I. The district mission is reviewed. II. The credentials committee report is presented. III. The audit committee report is presented. IV. The district budget is adopted at the first district council meeting. V. The Profit and Loss Statement is presented. VI. Appointed officers are confirmed at the first district council meeting. VII. The district executive committee’s action to fill any vacancies in district office is confirmed. VIII. The assignment of clubs to areas and divisions for the following year is adopted at the district council annual meeting. 176 Policies and Protocol Protocol 7.1 District Events 6. 7. IX. The nominating committee report is presented at the district council annual meeting. X. Nominations from the floor are taken, and election of district officers is conducted at the district council annual meeting. XI. The district governor, lieutenant governors, immediate past district governor, and public relations officer report on progress toward district goals. Division Council Meetings A. The division council manages division activities; facilitates the achievement of club, area, division, and district goals; and helps with administrative activities, such as division contests, meetings, and training. B. The division council meets at least twice each year. Meetings are conducted in-person when practicable. The division governor notifies attendees at least four weeks before each meeting. C. Council members are the division governor, assistant division governor education and training, assistant division governor marketing, and area governors within the division. D. Unless noted, the following business is conducted at division council meetings: I. Area plans, goals, and progress in the Distinguished Area Program are presented. II. Club plans, goals, and progress in the Distinguished Club Program are presented. III. The club leader training attendance report is presented. IV. Plans for division events, such as training and speech contests, are made. Area Council Meetings A. The area council manages area activities and supports each club in the area in fulfilling the club mission. B. The area council meets at least twice each year. Meetings are conducted inperson when practicable. The area governor notifies attendees at least four weeks before each meeting. C. Council members include the area governor, assistant area governor education and training, assistant area governor marketing, area secretary, 177 Policies and Protocol Protocol 7.1 District Events club presidents within the area, club vice presidents education within the area, and club vice presidents membership within the area. D. 8. 9. 178 Unless noted, the following business is conducted at area council meetings: I. Club plans, goals, and progress in the Distinguished Club Program are presented. II. Club leader training attendance reports are presented. III. Plans for area events, such as training and speech contests, are made. District Conferences A. The purpose of a district conference is to provide communication and leadership training opportunities toward achieving the district mission and to hold district council meetings. B. Districts may have only two district conferences each year in conjunction with the required district council meetings. The annual conference is defined in Article XII, Section 4 of the Bylaws of Toastmasters International. C. District conference information is included in the district calendar and in other district communications. D. Unless noted, the following events occur at the district conference: I. The district council meeting is held. II. The International Speech Contest takes place at the conference in conjunction with the district council annual meeting. III. Educational sessions, which focus on achieving the club and district missions, are held. District Leader Training A. District governors and lieutenant governors have training opportunities from World Headquarters: ongoing e-learning sessions, August District Leader Training at the International Convention, and Mid-year District Leader Training. B. The Executive Director establishes the training schedules, determines and coordinates training sites, assigns districts, and develops and implements training programs. C. Region advisors attend the in-person trainings and may participate as trainers. International Directors may also attend and participate as trainers, as needed. Policy 7.2 District Management 1. 2. District Records A. The legal status of districts, divisions, and areas is stated in Article XII, Section 3(e) of the Bylaws of Toastmasters International. District records are governed by Article XII, Section (a) of the District Administrative Bylaws. District, division, and area records are the property of Toastmasters International and not of any individual, district, division, or area. B. The district council is responsible for the storage and preservation of such records, which are made reasonably available to members for review. C. The Executive Director maintains district records received from the districts. D. Communications received by a district are district records and are Toastmasters International property. The district governor determines whether the content of these communications is shared with other district leaders. District Conflict of Interest A. The purpose of this policy is to protect the district’s and Toastmasters International’s interests when a district contemplates entering a transaction that might benefit the private interest of a district officer. B. District officers are defined and described in Article XII, Section 3(a) of the Bylaws of Toastmasters International and in Article VII, Section (a) of the District Administrative Bylaws. C. A potential conflict of interest occurs if a district contemplates a material financial transaction between the district and a district officer, or between the district and a person or company with which a district officer is affiliated. D. 179 I. A material financial transaction is defined as a total of more than $100, or equivalent, within the district’s annual budget year. II. A person is considered affiliated if the district officer is related to the person by blood, adoption, or marriage. III. A company is considered affiliated if the district officer (or a relative of the district officer) is a director, officer, employee, or agent of the company or owns one percent or more of the value of the company. A district officer involved in such a transaction must abstain from voting or participating in any district decision regarding that transaction. Such district officer may only present the proposed transaction to the district and respond to questions. Policies and Protocol Policy 7.2 District Management 3. 4. 180 E. The district may engage in such a transaction if each district officer involved discloses to the district executive committee, prior to the transaction, all relevant facts concerning the transaction including the district officer’s affiliation with the parties involved in the transaction. F. The district executive committee reviews the relevant facts. G. The transaction is approved only if a majority of the district executive committee concludes that the proposed transaction is fair and reasonable; for the purpose and benefit of the district; not for the excess benefit of the district officer involved nor for the benefit of the person or company affiliated with the district officer; and the most beneficial arrangement that the district could obtain under the circumstances with reasonable effort. H. The district council may approve the transaction instead of the district executive committee, following the same procedure. I. The minutes of a meeting at which such a transaction is considered records the matters discussed and the voting results. J. Certain transactions shall not be approved, including the lending of the district’s money, the guarantee or extension of the district’s credit, and funds for the personal use or benefit of the recipient. Past Leaders A. Past leaders provide district support while working under the direction of the district governor by promoting focus on the district mission, acting as an advisor or mentor, encouraging district leaders, helping during district meetings, encouraging leadership participation, and chairing district committees. B. Past leaders may not interfere in district affairs, disrupt district meetings, nor actively support traditions that do not achieve the district mission. C. A past district governors committee, if present, supports the district and its leaders, may not engage in district political activity, and works under the direction and on tasks assigned by the district governor. District Receivership A. Receivership is governed by Article III, Section (c) of the District Administrative Bylaws. B. In the case of a solely financial problem, receivership may be partial and may involve placing the conduct of financial affairs directly under the control of the Executive Director until the problem is solved. C. In the case of a problem regarding the officers within the district that is beyond the capability of the district council or district executive committee to resolve, a Policies and Protocol Policy 7.2: District Management partial or full receivership may be necessary in addition to action by the Board of Directors (or by the Executive Committee under urgent circumstances). D. Resignation or removal of one or more district officers is governed by Article VII, Section (g) of the District Administrative Bylaws. E. If it appears that a district’s ability to accomplish its mission is in jeopardy, the Executive Director brings the matter to the attention of the Executive Committee. F. I. The Executive Committee decides unanimously whether receivership, other action, or no action is appropriate. II. If action is necessary, the Executive Committee decides whether the action to be taken is urgent or may be considered by the Board. III. The appropriate international director is consulted before any decision of the Executive Committee or the Board is made. A declaration of receivership affirms the potential removal of a district leader; the provisions of the District Administrative Bylaws to be suspended, modified, or augmented; a list of the leaders who are delegated the authority to fill vacancies, convene meetings, approve expenditures, and make decisions regarding the affairs of the district; and the period of time during which receivership applies. 181 Policy 8.0 Dues and Fees 1. Membership dues payments are governed by Article IV, Section 2 of the Bylaws of Toastmasters International. 2. The annual dues amount for members of districted clubs is $72, payable as $36 semiannually. 3. The annual dues amount for members of undistricted clubs is $54, payable as $27 semiannually. 4. The names of the members for whom dues are paid are submitted with the dues payments. 5. A member who joins a club at a time other than in April and October pays prorated dues equal to $6.00 per month in districted clubs, or $4.50 per month in undistricted clubs for the period beginning with the month of the member’s admission and ending with the last month of the current dues renewal period. 6. The new member fee for each new member, including charter members of new clubs, is $20. 7. The charter application fee for a new club is $125. New clubs pay dues six months in advance. This may result in the need to submit prorated membership dues for the subsequent dues renewal period. 8. The certification fee for a gavel club is $50. The annual renewal fee for a gavel club is $48, payable each November and prorated for groups requesting certification after November. 9. Club charter fees and membership dues and fees are paid by that club or an appropriate sponsoring agency, company, or group and not from district funds, or a district leader’s personal funds, except when that district leader is also a president, vice-president, or treasurer of that club. Club charter fees may be paid by another club, however membership dues and fees may not. 10. The Board of Directors reviews the dues, fees, and submission processes at least every three years beginning in 2009. 11. In the event of a natural disaster or other extenuating circumstance affecting one or more clubs’ ability to pay membership dues, the Executive Director, after consultation with the International President, may postpone or reduce the membership dues for the affected clubs or take other appropriate measures. It is the responsibility of the affected clubs to contact World Headquarters for consideration. 182 Protocol 8.1 Club and District Assets 1. Clubs and districts may only own assets necessary to facilitate the Toastmasters program. Clubs and districts are administered by volunteers who primarily use their own personal equipment. District assets are the property of Toastmasters International as described in Article III, Section (b) of the District Administrative Bylaws. 2. Acceptable assets include, but are not limited to bank accounts; electronic equipment; and incidental items used to conduct meetings or club or district business, such as office supplies, lecterns, banners, timing lights, audiovisual equipment, and educational materials. Districts may rent or lease storage space to store district assets only. 3. Assets not acceptable for clubs and districts—whether rented, leased, purchased, or donated—include, but are not limited to, motor vehicles, office space, real property, furniture, and phones. 4. Each district and club must maintain a written list of its assets and a written procedure to account for and smoothly transfer the assets to the following administration. A copy of each district’s list must be signed by the immediate past and current district governors and submitted to World Headquarters by August 31 of each year. 183 Protocol 8.2 Fundraising 1. Guidelines Clubs, areas, divisions, and districts may conduct fundraising activities to offset the costs of educational sessions and to further the purpose of Toastmasters International, provided certain guidelines are met, including the following: 2. 184 A. The product or service rendered is donated or voluntary. B. No individual member profits financially from the activity. C. The profits are used to further Toastmasters International’s tax-exempt purpose. D. At least one-third of the club’s total support is from member dues. E. Fundraising is conducted on an infrequent and irregular basis. F. The fundraising activity is legal in the club’s or district’s city, state, province, or country. G. All revenue and residual funds raised in connection with a district event or activity (such as a contest, conference or training) sponsored by a club, area or division, belong to the district. If the event or activity results in a loss, it is assumed by the district. Fundraising Activities A. Clubs may conduct Speechcraft, the Success Communication Series, the Success Leadership Series, The Better Speaker Series, The Successful Club Series, and The Leadership Excellence Series, and charge participants a fee that is reasonable and used to buy program materials. Areas, divisions and districts may not conduct these programs. B. Raffles, auctions, or sales of donated goods may be held at a club, area, division, or district event. C. It is acceptable to pursue advertisements or sponsorship for club and district newsletters, websites, conference programs, and events, the revenue from which is used to offset production costs. D. Entertainment books or diner’s books may be sold. E. The Toastmasters name may not be used in connection with non-educational events. Policies and Protocol Protocol 8.2 Fundraising 3. F. Other than entertainment or diner’s books, items may not be bought and resold. G. Funds may not be raised for social events, for other charitable causes; for setting up a fund, such as a scholarship or educational fund; nor to support a campaign for a candidate at any level inside or outside the organization. H. Competitive events not directly related to the Toastmasters purpose, such as golf tournaments or walkathons, may not be organized or participated in. I. Any event that has a high degree of risk, including risk of injury, is prohibited. Tax and Other Legal Requirements A. It is the responsibility of the individual clubs to determine the tax filing or other legal requirements in their city, state, province, and/or country, and to file proper forms as appropriate. B. Failure to comply with tax or other legal requirements may result in the revocation of a club’s charter. 185 Policy 8.3 District Leader Expenses 1. District Leader Expenses Paid by World Headquarters A. District expenses are governed by Article XII, Section 2, of the Bylaws of Toastmasters International. B. 2. World Headquarters reimburses the travel expenses of the district governor and lieutenant governors (including for provisional district leaders and equivalent leadership roles for territorial councils) for the mid-year and August trainings as follows: I. World Headquarters fully reimburses round-trip public transportation costs at the lowest rate between the passenger terminal nearest the training site and the home of the officer. II. World Headquarters reimburses motor vehicle transportation at the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service by the most direct route. Mileage reimbursement shall not exceed the lowest airfare rate. A person accompanying another person receiving reimbursement is not entitled to reimbursement. III. World Headquarters reimburses actual costs incurred for any other mode of transportation not exceeding the lowest airfare rate. C. District governors attending the International Convention each receive a $30per diem (not exceeding $120) when the district governor attends the Candidates’ Corner, Candidates’ Showcase, and the Annual Business Meeting; one complimentary basic convention registration; and one complimentary President’s Dinner Dance ticket. D. World Headquarters does not provide reimbursement for travel or expenses for territorial council leaders except as specified above. District Leader Expenses Paid by Districts A. District expenses paid by districts are governed by Article XII, Section (a) of the District Administrative Bylaws. Expense reimbursements to district leaders must be included in the district budget. 186 B. For Mid-Year District Leader Training, districts may reimburse the district governor and lieutenant governors for lodging and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 per day. C. For August District Leader Training, districts may reimburse the district governor, lieutenant governors, and other leaders for whom training is Policies and Protocol Policy 8.3 District Leader Expenses provided and authorized by Toastmasters International, for lodging and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 per day. 3. D. For International Convention, districts may reimburse the district governor and lieutenant governors for registration, lodging, and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 per day. E. For International Convention, districts may reimburse the immediate past district governor for registration, lodging, and transportation expenses not paid by World Headquarters. F. Districts do not reimburse any other individuals for travel outside the district or for items related to travel outside the district. G. Registration includes conference or convention registration and ticketed events and meals that are part of the conference or convention. H. Lodging includes hotel accommodations, including applicable taxes; it excludes personal telephone expenses and other incidental expenses. General District Leader Expense Provisions A. Reimbursement of travel expenses is based on full participation and attendance. B. Allowable travel expenses may include up to round-trip airfare or other public transportation (coach) or mileage up to the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service, and parking. C. Travel expenses exclude motor vehicle rentals, gasoline, and incidental expenses. D. If a district leader moves out of the geographic boundaries of the district from which that district leader was elected, reimbursement is based either on the residence at the time of election or on the current residence, whichever is less. E. Districts do not provide any expense payments to speech contestants attending the International Convention. 187 Policy 8.4 District Fiscal Management 1. District financial management is governed by Article XII, Section 2 of the Bylaws of Toastmasters International and by Article XII, Section (a) of the District Administrative Bylaws, which includes requirements for transfers of funds from Toastmasters International to the district. From the membership dues collected by World Headquarters, the Board of Directors makes funds available for district activities. A. These funds include the amounts available in the respective district reserve accounts. B. They include $18.00 annually computed and available at the rate of $9.00 semiannually for each member for whom membership dues are received within the district. C. They include $1.50 per month for each member from whom prorated membership dues are received within the district, but no more than $9.00 every six months. 2. All district funds, regardless of source, are Toastmasters International funds and are to be used to carry out the Toastmasters International and district missions. 3. The district governor, at least one lieutenant governor, and treasurer may jointly establish district bank accounts and shall have signatory authority on all accounts established by the district, and those established on behalf of the district by Toastmasters International, including any division, area and conference accounts. Alternate signers are permissible only if approved by the Toastmasters International Executive Committee. 4. Funds in district bank accounts must be available on demand. They may not be placed in any type of investment account (i.e. where the funds are at risk or the account has a maturity date). 5. If authorized by the district and included as part of the district budget, a division, area or conference is allocated funds and has its own budget. 6. 188 A. Division, area and conference financial activity is subject to the supervision of the district governor and must be included in the quarterly Profit and Loss Statement, mid-year audit, and year-end audit. B. Monthly division, area and conference financial activity reports, showing variances with explanations, must be provided to the district governor and lieutenant governors within 30 days of the end of the month. C. Funds in division, area and conference bank accounts are owned by the district and by Toastmasters International. The administration of division, area and conference funds shall follow the same rules as district funds. The Executive Director withholds district funds as needed and, with the approval of the Executive Committee, assumes financial control of a district. Protocol 8.4 District Fiscal Management 1. 2. 3. 189 District Funds A. In order of priority, district funds are used for district and club leader training, club growth and retention, supporting clubs in their membership growth efforts, the promotion of Toastmasters International educational programs within clubs, district communications, administrative materials, awards and recognition items, district leader travel, district meetings, and speech contests conducted by the district. B. District funds shall not be used for other meetings outside the district nor for membership and club dues or fees. In addition, district funds may not be donated to any charitable fund, including the Ralph C. Smedley Memorial Fund. District Financial Records A. All district funds, bank statements, canceled checks, and other financial records are the property of the district and of Toastmasters International. B. Such funds and records are delivered to the new district treasurer or new district governor no later than July 1 of the new district program year under Article XII, Section (b) of the District Administrative Bylaws. C. The outgoing district treasurer and the outgoing district governor retain copies of any records necessary to complete the district year-end audit. Any funds, statements, or other financial documents received after July 1 are given immediately to the new district treasurer or new district governor. District Reserve Account A. During the final months of the program year, the district reserve account balance shall remain equal to or greater than 25% of that district’s membership-dues income for the prior year. B. District reserve accounts are only available for funds requisitions or supply orders when the following requirements have been fulfilled: I. A list of all elected and appointed district leaders, the district signature form for withdrawal of district funds, a bank-provided list of authorized signers for all district accounts, a calendar of district events for the year, and changes in club assignments to areas and divisions are received at World Headquarters by July 15. II. The year-end audit for the preceding district year and financial records for January 1 through June 30 are received at World Policies and Protocol Protocol 8.4: District Fiscal Management Headquarters by August 31. III. The district budget is received at World Headquarters by September 30. IV. The Profit and Loss Statement for the period of July 1 through September 30 is received at World Headquarters by October 31. V. The mid-year audit and financial records for the period of July 1 through December 31 are received at World Headquarters by February 15. VI. The Profit and Loss Statement for the period of July 1 through March 31 is received at World Headquarters by April 30. VII. A list of assets must be signed by the immediate past and current district governors and submitted to World Headquarters by August 31 of each year. VIII. Account reconciliations must be completed in the online district accounting system within 30 days of each month end. 4. 190 Financial Controls A. The estimated district budget must be signed by the district governor, lieutenant governors and treasurer. B. District checks must be signed by the district governor and treasurer. Checks made payable to the district governor or treasurer must be signed or approved in advance in writing by a lieutenant governor. Alternate signers are permissible only if approved by the Toastmasters International Executive Committee. C. The District Profit and Loss Statement must be provided at each district executive committee and district council meeting. D. The District Profit and Loss Statement must be submitted monthly to the district governor and lieutenant governors and quarterly to World Headquarters within 30 days after the end of the month. E. All district expenses must be supported by receipts or documentation and be allocated to a budget line item at the time the expense is incurred. F. All expense reimbursement claims must be approved by the district governor. The district governor’s reimbursement claims must be approved by a lieutenant governor. G. A single expenditure in excess of $500 must be authorized in advance in writing by the district governor and at least one lieutenant governor, Policies and Protocol Protocol 8.4: District Fiscal Management in consultation with the district treasurer. 5. H. Itemized point-of-sale receipts are required for all reimbursements. Credit card statements and bank statements are not receipts. When no receipt is available, a detailed explanation of the expenditure is required to be considered for reimbursement. Mileage reimbursements require documentation consisting of the travel date, distance, and travel purpose. I. Reimbursement by a district must be made within 60 days after receipt of an authorized reimbursement request. Reimbursement requests must be made within 60 days of incurring the expense and by July 31 for expenses incurred in June. J. Comingling of district funds with funds in personal accounts, club accounts, or any other accounts is prohibited. K. District audits account for all district income and expenses. All district bank accounts and funds are included in the district budget and audits, including any accounts held at the division, area and conference level. All outstanding liabilities and obligations are recorded as part of the mid-year and year-end audits. L. The financial duties of district officers and other financial controls are also set forth in Articles III, VIII, IX, XI, and XII of the District Administrative Bylaws. District Budget A. The district governor, lieutenant governors, and treasurer prepare the district budget between June 1 and August 31. B. Under Article XI, Section (a) of the District Administrative Bylaws, the district executive committee gives preliminary approval to the district budget and the district governor submits the budget to World Headquarters between September 1 and September 30. C. The district executive committee presents the district budget for approval between August 1 and December 1 at the district council meeting. D. The district executive committee provides copies of the budget prior to or at the district council meeting. E. If the district council makes any amendments to the budget after it is submitted to World Headquarters, the amended budget is submitted to World Headquarters within 30 days. F. A district’s budget must match the District Success Plan. 191 Policies and Protocol Protocol 8.4: District Fiscal Management G. District budget expenses shall be limited as follows: Category Marketing Communication and public relations Education & training Speech contest Administration Travel Other Conference District store Fundraising Limit No budget limit Maximum 25 percent of total budget Maximum 30 percent of total budget Maximum 10 percent of total budget Maximum 20 percent of total budget Maximum 30 percent of total budget Maximum 10 percent of total budget No budget limit* No budget limit* No budget limit** *This category should break even. **Fundraising revenue should exceed expenses. Districts may request a one-year increase in the maximum limit for travel. The Executive Director will only approve the request if it is determined that the increase is the best solution to support the district mission 6. District Audit A. Between July 1 and November 1, the district governor appoints a district audit committee for the mid-year audit. 192 B. Between January 1 and February 15, the treasurer provides the mid-year Profit and Loss Statement for the period of July 1 through December 31 to the district audit committee, which presents the report to the district executive committee for approval. Once approved, the audit committee or treasurer submits the mid-year audit report and financial records to World Headquarters by February 15. C. Between March 1 and June 1, at the district council meeting, the district executive committee presents the mid-year audit. D. Between July 1 and August 31, the treasurer provides the year-end Profit and Loss Statement for the period of July 1 to June 30 to the district audit committee, which presents the report to the district executive committee for approval. Once approved, the audit committee or treasurer submits the year- end audit report and financial records to World Headquarters by August 31. E. Between August 1 and December 1, at the district council meeting, the district executive committee presents the district audit for the prior twelve months ending June 30. Policies and Protocol Protocol 8.4: District Fiscal Management 7. F. Financial records include, but are not limited to, canceled checks, bank statements, paid invoices, and cash receipts and disbursement journals. G. The district executive committee provides copies of the audit prior to or at the district council meeting. H. The audit committee’s composition, functions, and deadlines are further described in Article XI, Section (c) of the District Administrative Bylaws. Electronic Payments, Cash Advances, and Debit Cards A. Checks are the preferred method of payment for district obligations. B. Debit cards may be used as a method of payment for district obligations. Only the district governor or treasurer may use such cards. Payments made by the district governor must be authorized in advance in writing by the treasurer and at least one of the lieutenant governors. Payments made by the treasurer must be authorized in advance in writing by the district governor and at least one of the lieutenant governors. C. Where payment by check or debit card is not possible, electronic funds transfer or other similar forms of payments may be used. These types of transactions may only be conducted when approved in advance by the Executive Director. D. Cash advances for budgeted district expenses (limit $100) may be extended so that members need not spend personal funds on behalf of the district. All advances must have prior written approval from the district governor and treasurer, or a lieutenant governor and treasurer if the advance is for the district governor. Receipts must be submitted to the treasurer and the advance reconciled within five business days. 8. Other District Expenses Toastmasters International’s nonprofit, tax-exempt status depends upon devoting the organization’s resources to its educational and charitable mission. Districts periodically incur non-routine expenses that must be appropriately managed to preserve this status. Expenses that are essentially personal gifts must provide no more than “incidental private benefit” and must have a reasonable relationship to activities that directly support the mission. Examples are tokens of appreciation, expressions of sympathy and modest incentives. These items are appropriate if they promote goodwill and a positive atmosphere for the delivery of the Toastmasters program, but must never be lavish or excessive. 193 Policies and Protocol Protocol 8.4: District Fiscal Management The following examples are representative of non-routine expenses, but are not allinclusive. Category Tokens of Appreciation Expressions of Sympathy Incentives 194 Examples • Thank You cards • Flowers up to $25 • Toastmasters gift certificates • Toastmasters products • Gifts up to $25 • Sympathy cards • Flowers up to $25 • Toastmasters products • Toastmasters gift certificates • Registration (i.e., Conference, TLI) Policy 8.5 Smedley Fund 1. The Ralph C. Smedley Memorial Fund (Smedley Fund), which is a part of Toastmasters International, is the sole repository for charitable contributions to the organization. No other foundations or funds are permitted. 2. The Smedley Fund was established to accept contributions. The funds are restricted to educational purposes and are not used for operating expenses or capital expenditures of Toastmasters International, nor shall they ever be comingled with the general funds of the corporation. 3. Funds are used for the research, preparation, and distribution of Toastmasters International educational materials and funding for research of subjects relating to communication and leadership. 4. Disbursements from the Smedley Fund are made upon approval of the Executive Committee. 5. World Headquarters is responsible for communicating information about the fund and may solicit contributions and provide information about potential tax deductions. Contributors are recognized by Toastmasters International. 6. In order for Toastmasters International, as a California nonprofit public benefit corporation, to comply with charitable trust law, it must ensure that all activities associated with the Toastmasters organization worldwide, including charitable fund raising, be limited to those authorized by the Board of Directors of Toastmasters International. 195 Policy 8.6 Use of Reserve Funds 1. Toastmasters International’s financial reserves are, through this policy, designated into four categories intended to protect the organization’s fixed assets and plan for anticipated and unexpected needs. 2. The financial reserve balance is reviewed every year by the Executive Committee. The committee may recommend to the Board of Directors that adjustments be made to the allocations. 3. The designated categories are: A. Disaster Recovery: $10 million to enable the organization to reestablish operations following a disaster. B. Sustaining: $10 million to enable Toastmasters International to withstand the impact of economic downturns. C. Operating Reserve: $2 million for operations if needed. D. Infrastructure: $5 million for major technology and facility needs. 4. The World Headquarters building and contents shall be appraised at least every 10 years to ensure that the facility is adequately insured and sufficient funds are designated appropriately. 196 Policy 8.7 Investments 1. Objectives A. The investment objective of Toastmasters International is to address the permanent disposition of the organization’s funds, considering the probable income as well as the probable safety of the organization’s capital, exercising the authority of the Board of Directors to control the organization’s property under Article V, Section 2, of the Bylaws of Toastmasters International, following the standards set forth in Section 5240 of the California Corporations Code. B. Toastmasters International’s funds, including legally restricted funds, are held by the corporation as a fiduciary as a matter of law, moral obligation, and for the purpose of carrying out its mission. C. Investments are made to assure resources are compatible with future growth and development of the organization. Accordingly, the investment manager’s primary objective is to provide growth of principal and income on assets. This objective is pursued as a long-term goal designed to maximize total investment return without exposure to undue risk. As fluctuating rates of return are characteristic of the securities markets, the manager’s greatest concerns are long-term appreciation of assets and consistency of total portfolio returns. Assets must be invested with the care, skill, and diligence that a prudent person acting in this capacity would undertake. I. The primary long-term financial objective is to preserve the real (inflation adjusted) purchasing power of the investments net of annual distributions and expenses. This objective is expected to be achieved over a rolling three- to five-year period on a total return basis. II. Investments are expected to produce a total return exceeding the median of a universe of managers with similar objectives. III. The total return on equity investments is expected to exceed the composite performance of the securities markets by at least 100 basis points, net of investment management fees, over a rolling three- to fiveyear period. Equity portfolios are expected to rank in the top half of institutional quality peer managers. These returns are weighted according to the allocation of assets to each market. Total return is defined as the change in portfolio value for the period, net of fees, adjusted for additions and withdrawals. IV. The following short-term objective is based on the understanding that long-term positive correlation exists between risk and expected returns in the securities markets: Portfolio risk levels are established to minimize the likelihood of sharp declines in principal asset value (defined as 197 Policies and Protocol Policy 8.7: Investments greater than 10 percent loss in any one year) due to declining securities markets. 2. 3. 198 Asset Allocation A. Asset allocations are established to provide the highest probability of meeting or exceeding return objectives at the lowest possible risk. B. The portion of the total portfolio’s market value for equities ranges from 30 percent to 65 percent; the portion for fixed income securities ranges from 20 percent to 60 percent; and the portion for cash and equivalents ranges from zero percent to 20 percent with a normal allocation of five percent. C. The investment returns, over a three-year moving time period, are measured against a target portfolio consisting of 50 percent equities, 40 percent fixed income securities, and 10 percent cash equivalents. D. The comparative returns are calculated by multiplying the percentages of the target portfolios allocated to each market by the corresponding market performance index: for equity, the S&P 500 Index or MSCI World Index as appropriate; for fixed income, Barclay’s Capital Aggregate Bond Index; and for cash equivalents, three-month U.S. treasury bills. Equities A. All equity investments are of investment-grade quality and marketability. B. Investment managers maintain the equity portfolio at a risk level equivalent to the equity market as a whole, with the objective of exceeding its results by at least 100 basis points annually over a rolling three- to five-year period. C. Equity holdings are selected from the New York, American, and regional stock exchanges, the NASDAQ markets, and major foreign exchanges. These holdings must represent companies meeting a minimum capitalization requirement of $100 million, with high market liquidity. D. The managers are prohibited from investing in private placements, letter stock, and uncovered options, and from engaging in margin transactions and other specialized investment activities. E. The managers may write covered options against common stocks held by Toastmasters International. F. No assets are invested in securities with speculative characteristics. G. No more than five percent of the portfolio market value may be in any individual security and no more than 20 percent in a particular industry. Policies and Protocol Policy 8.7: Investments 4. 5. Fixed Income Securities A. Investments in fixed income securities are managed actively to pursue opportunities presented by change in interest rates, credit ratings, and maturity premiums. B. Managers select from appropriately liquid preferred stocks, corporate debt securities, obligations of the U.S. Government and its fully-guaranteed agencies, and issues convertible to equities. These investments are subject to the following limitations: I. No issues with more than 30 years to maturity may be purchased. II. Investments in securities of a single issuer (with the exception of the U.S. Government and its fully guaranteed agencies) must not exceed five percent of the funds allocated to a particular manager. III. Only corporate debt issues that meet or exceed a credit rating of BAA from Standard and Poor’s and/or a BBB rating from Moody’s may be purchased. IV. Preferred stocks must be rated A or better by Moody’s and/or Standard and Poor’s at the time of purchase. V. Managers are prohibited from investing in private placements, from speculating in fixed income or interest rate futures, and from arbitrage or any other specialized investments. Cash and Equivalents A. Managers may invest in commercial paper, repurchase agreements, treasury bills, certificates of deposit, and money market funds. B. Within the limitations mentioned below, managers have complete discretion to allocate and select short-term cash and equivalent securities: I. All such assets must represent maturities of one year or less at the time of purchase. II. Commercial paper assets must be rated A-1 by Standard and Poor’s or P-I by Moody’s. III. Managers may not purchase short-term financial instruments considered to contain speculative characteristics. IV. Managers may not invest more than five percent of the portfolio’s market value in the obligations of a single agency. 199 Policies and Protocol Policy 8.7: Investments 6. 7. 200 Other Assets A. Direct investments in contracts of financial futures, commodities, and currency exchange are prohibited. B. Pooled equity real estate investments, Guaranteed Investment Contracts (GICs), hedge funds, market participation notes, and other structured products are purchased with the advance approval of the Executive Director but may not exceed a combined total of 20 percent of the portfolio’s market value. C. All such alternative investments are expected to contribute to a positive rate of return while helping to limit risk. D. Investments not specifically addressed by this statement are forbidden without the approval of the Executive Committee. Investment Managers A. One or more investment professionals may be selected to manage the organization’s assets. B. Selection of investment managers is based on the consistency and effectiveness of their investment philosophy and strategy evidenced by past performance; the size of assets managed (a minimum of $100 million is assets under management); the depth of their management experience (principals have a minimum of 10 years experience), and the organizational stability reflected by the firm’s track record, industry reputation, longevity, and references of other clients. C. Selection of the investment managers is made by the Executive Committee at the recommendation of the Executive Director. D. Managers provide semi-annual account reviews detailing investment performance, strategy, and portfolio market value. E. Managers provide information about changes in the managers’ investment philosophy, management, ownership, and key personnel in a timely manner. F. Managers meet with the Executive Committee annually to discuss investment performance and risk levels; managers’ perspective regarding important developments in the economy and the securities markets and the potential effects of these developments on investment strategy, asset allocation, and performance; and changes within the managers’ organization affecting investment philosophy, strategy, and performance. G. Additional meetings are scheduled if significant concerns arise about performance, strategy, and/or organizational structure. H. Managers provide a written statement agreeing to the Toastmasters International Investment Policy. Should managers believe that changes to the Policies and Protocol Policy 8.7: Investments investment policy are advisable, it is their responsibility to make recommendations on a timely basis. 8. Authority A. The Board of Directors, the Executive Committee, the Executive Director, and their agents, act according to applicable laws and regulations and determine such broad principles as asset mix, acceptable levels of risk, time horizon, and anticipated rate of return. B. There shall be no liquidation, withdrawals, additions to, or other changes in the Toastmasters International Investments without the approval of a twothirds vote of the Board, except as follows: I. Upon the advice of the firm of investment counselors retained by the Board, the investments portfolio may be changed by the Executive Director through the purchase or sale of securities authorized by law for the investment of charitable trust funds under the laws of the State of California. II. The Executive Committee may add to the portfolio from operating funds or other available funds as circumstances dictate. III. If budgeted expenditures are required, the Executive Director, with the approval of the Executive Committee, may withdraw from the investment portfolio as much as, but no more than, $25,000. C. The Executive Director is authorized to invest operating cash in investments that are considered by invest managers to be low risk or risk-free. D. The Executive Director is authorized to transfer from the Ralph C. Smedley Memorial Fund to investments those funds which the investment managers consider to have a higher rate of return and to be low-risk or risk-free. E. Such investments are limited to money market accounts; certificates of deposit; United States Treasury bills, bonds, or notes; money market mutual funds that do not invest in speculative derivatives; and any other investment instrument recommended by investment counselors that is low-risk and is considered an appropriate investment for a not-for-profit organization. 201 Policy 8.8 Audit 1. The annual audit is defined in Article V, Section 4(d) of the Bylaws of Toastmasters International and is further subject to the requirements of the California Nonprofit Integrity Act, which requires appointment of and functions to be fulfilled by an Audit Committee. 2. The auditing firm’s report is presented to the Board of Directors before it is made public. 3. A condensed form of the auditors’ report is published on the Toastmasters International website annually. 4. The auditing firm acts as consultants to the Executive Committee upon request. 202 Protocol 9.0 District Campaigns and Elections 1. District Nominating Committee A. The district nominating committee and its timetable are governed by Article XI, Section (b) of the District Administrative Bylaws. B. The district governor is not a member of the district nominating committee. C. One committee member, preferably a past district governor, is appointed as chair by the district governor. D. No committee member may be nominated or run from the floor for a district office at the election at which the committee’s report is presented. E. Each committee member must be a member in good standing. F. Each division within the district is represented on the committee. G. Committee members participate by conference call, e-mail, or other means of communication when distance impedes participation. No member served on the district nominating committee the previous year. H. I. International officer and director candidates, members of the Board of Directors, and region advisors do not serve on the district nominating committee. J. Committee members with a personal relationship with a candidate abstain from discussion and voting regarding that candidate. K. Committee members shall not participate in any campaign or endorse any candidate for district office. L. The district nominating committee interviews all known candidates for each elected position. M. All candidates are interviewed by at least two committee members jointly or individually. N. Candidates are evaluated using standard criteria the chair provides to the district nominating committee members. O. District executive committee members shall not take any action to endorse or officially support any district officer candidate. 203 Policies and Protocol Protocol 9.0: District Campaigns and Elections 2. 3. 4. 204 Candidate Qualifications A. Candidate qualifications are defined in Article VII, Section (d) of the District Administrative Bylaws. B. The district nominating committee ensures that each candidate meets the candidate qualifications, understands the duties and responsibilities of the office and is committed to fulfilling them, has the skills and abilities to perform successfully as an officer, and would accept the nomination. C. To be nominated or elected, all candidates for district governor, lieutenant governor education and training, lieutenant governor marketing, and division governor must sign the Toastmasters International Officer Agreement and Release Statement and provide a copy to the district nominating committee. I. The district makes all reasonable effort to have all other district officers sign the statement. II. All signed forms are sent to and kept at World Headquarters. Sel ection and Voting A. The district nominating committee members have equal opportunity to express their perspectives during candidate selection; exercise independent judgment during the selection process, considering the experience, abilities, and qualifications of each candidate as well as the best interests of the district and Toastmasters International; and consider all candidates for each district office. B. The district nominating committee chair casts his or her vote along with the other members of the committee for each nomination, but does not attempt to influence the other members of the committee. C. Committee members cast their votes in written form, and the committee nominates one or two candidates each for the offices of district governor and lieutenant governor education and training and one or more candidates for the office of lieutenant governor marketing and all other elective district offices. D. To be nominated, a candidate must receive a majority vote of the district nominating committee. E. Nominating committee deliberations and votes are confidential and may be shared only with the district governor, World Headquarters, and the Board. Committee Results A. Committee results are governed by Article XI, Section (b) of the District Administrative Bylaws. Policies and Protocol Protocol 9.0: District Campaigns and Elections 5. B. The committee report, distributed to the district council, at the discretion of the district governor, includes a statement from each nominee outlining the nominee’s qualifications and abilities to perform the duties of the office. C. The names of floor candidates are not published with the district nominating committee report or in any other district publication. D. The committee chair or the district governor notifies nominated candidates and reconfirms their willingness to be nominated and their commitment to fulfill the duties of office. E. The committee chair or district governor notifies candidates who were not nominated and advises them of their eligibility to seek office as floor candidates. F. Additional qualified candidates may be nominated from the floor at the district’s annual meeting. District Campaign Communications A. A campaign mailing is any message, unsolicited by the recipient, which promotes or publicizes a candidate. B. Unsolicited subscriptions to information by or about a candidate are not permitted. C. Communications by the district in connection with a candidate’s presentation at a district conference and internal communication among campaign team members are not considered campaign mailings. D. District candidates shall only send two mailings, which are only sent to club presidents, club vice presidents of education, and members of the district executive committee: E. F. I. The first mailing is sent between January 1 and March 31. II. The second mailing is sent between the announcement of the district nominating committee results and the district’s annual meeting. A candidate may have a website to promote his or her candidacy. I. Candidates’ websites may be linked or referenced only on the candidate’s home club site and in campaign mailings. II. A blog may be included on a candidate’s website. Automatic notices are allowed. A district candidate may create campaign profiles on social media for the purpose of promoting his or her campaign. 205 Policies and Protocol Protocol 9.0: District Campaigns and Elections 6. 206 I. Campaign profiles are separate from any existing social media profiles the candidate has. II. Candidates may link from existing social media profiles to their campaign profiles and campaign site. G. District candidate websites and social networking campaign profiles of both successful and unsuccessful candidates are closed down within 10 days following the election. H. District candidates may use the Toastmasters trademarks, including the logo and the names “Toastmasters” and “Toastmasters International,” on campaign materials and websites. District Meetings A. District officer candidates, including floor candidates, may speak and give educational presentations at district conferences at a time other than during the district’s annual meeting. The timing of the election of district officers is set by Article XII, Section 3(c) of the Bylaws of Toastmasters International. I. All candidates receive equal opportunity. II. The time, place, and length of presentation are identified by the district governor. B. Candidates may distribute campaign materials at the district conference and display campaign materials only in the Candidates’ Corner at the district conference. C. Candidates may not host a hospitality suite at any district event or contribute to a district hospitality suite. D. At district non-election meetings, such as area and division speech contests, candidates may distribute campaign materials, display campaign materials in a Candidates’ Corner where each candidate has equal access, and be introduced as long as all candidates present are introduced. E. Candidates may not present at any district non-election meeting. F. Advertisements in district publications, such as in newsletters, at conference programs, or on websites, by or on behalf of candidates for district office are not permitted. G. District executive committee members shall not take any action to endorse or officially support any district officer candidate. Policies and Protocol Protocol 9.0: District Campaigns and Elections 7. 8. 9. District Proxies A. District proxies and voting are governed by the District Administrative Bylaws, Article X, Sections (d) and (e). B. The district sends a credential or proxy form to each club president and vice president education 30 days before a district council meeting in the district newsletter or in the mailing announcing the meeting. C. The credential or proxy form must contain the district number; a description of the event; the date and location of the meeting; space for the club name and number; space for the name of the club president, vice president education, or proxy-holder who attends; space for the signature of the president or vice president education authorizing the credential or proxy; and the date the credential or proxy is signed. D. Proxies are valid only for in-person meetings. District Credentials A. The credentials chair is, when practicable, a past district governor. B. The credentials chair obtains a list of eligible clubs in good standing; a list of current district council members (club presidents, vice presidents education, and district officers eligible to vote); and ballots indicating the office being contested or sequentially numbered for each contest election. C. The names of nominated candidates are printed on district ballots; the names of floor candidates are not. D. The credentials chair ensures that no campaign materials are in the credentials area and that ballots are numbered sequentially, only issued to current district council members and only for clubs in good standing, and are signed for upon receipt. District Elections A. The district governor or a person designated by the district governor explains the election rules and procedures to the delegates. B. A candidate speaks on his or her own behalf. If a candidate is not present, an authorized representative may speak for the candidate. C. A representative speaker may not be a member of the district executive committee, a member of the nominating committee, the credentials chair, or any other meeting official, unless he or she resigns before the district’s annual meeting begins. D. The district nominating committee chair shall present its report. In the chair’s absence, the district governor designates a person to present the report. The 207 Policies and Protocol Protocol 9.0: District Campaigns and Elections chair or designee announces the names of the committee members and reads the name and club number of each nominated candidate, in alphabetical order, for each of the offices of district governor; lieutenant governor education and training; lieutenant governor marketing; public relations officer, secretary, and treasurer if elected; and division governors. E. 208 For each office, the district governor inquires whether there are additional nominations from the floor. I. Floor candidates or, in their absence, their designees state their eligibility qualifications. II. Floor candidates must be nominated by a member of the district council or their proxy holder. III. Floor candidates for district governor, lieutenant governor education and training, lieutenant governor marketing, and division governor signs the Officer Agreement and Release Statement, which is sent to World Headquarters. IV. When nominations are complete, the district governor declares the nominations for that office closed. F. The balloting for each office takes place immediately following the close of nominations for the office. The number of votes that a member may cast is governed by Article X, Section (e) of the District Administrative Bylaws. G. After nominations for an office are closed, if there is only one candidate for the office, the district governor may entertain a motion to dispense with the secret ballot for the uncontested office or instruct the secretary to cast a single ballot for the candidate. H. The district governor informs candidates that they are expected to assign one member to assist or observe the counting of the ballots. I. Each election is completed and the winner announced before moving to the subsequent office. J. Candidates nominated for one office and not elected to the office may be nominated from the floor for subsequent offices. K. Any candidate who receives a majority of the votes cast is declared elected. In the event no candidate receives a majority of the votes cast for a contested office, voting continues with the use of special ballots and without the name of the candidate receiving the fewest votes. Such procedure continues until one of the candidates receives a majority of the votes. 209 L. Upon adjournment of the district’s annual meeting, all election results are final. Results of the election are displayed in the registration area as soon as possible following adjournment of the meeting. M. All proxies and ballots are retained for 24 hours following the close of the meeting for review only by the district governor or district credentials chair, as necessary, and immediately thereafter destroyed by the district governor or the district governor’s designee. Policy 9.1 International Campaigns and Elections 1. 210 International Leadership Committee A. The International Leadership Committee (ILC) is defined and described in Article VII, Section 3, nominations are governed by Article VIII, and elections are governed by Article IX, of the Bylaws of Toastmasters International. B. The ILC evaluates the organization’s internal leadership development program and provides recommendations for improvement to the Executive Committee. C. ILC members are appointed by the International President-Elect in February for term of service beginning September 1 of the same year. International officers and directors may recommend appointees. D. Three members of the ILC are past international presidents: I. The past international president whose term as international president was completed 18 months prior to the February appointment serves as chair for one year. II. The past international president whose term as international president was completed six months prior to the February appointment serves as vice-chair for one year and chair the following year. III. One additional past international president is appointed by the International President-Elect to serve as a committee member for one year. E. Vacancies in offices held by past international presidents may be filled by any past international president, except by the Immediate Past International President. F. One member from each region serves a two-year term on the ILC. The member is a past international director or, if a past international director who is willing and able to serve cannot reasonably be found, a past district governor. G. Subject to Executive Committee approval, the International President-Elect may remove a committee member (the Executive Committee may also remove a committee member), grant a committee member a leave of absence, and fill a vacancy. H. Region advisors, district leaders (including the immediate past district governor), and campaign managers or other lead members of an international officer or director candidate campaign team do not serve on the committee. Policies and Protocol Policy 9.1: International Campaigns and Elections I. A committee member may not be a candidate for international office for one year after leaving the ILC nor serve two consecutive terms. J. Committee members may be reappointed only after a two-year absence from the committee, with the exception that a vacancy of one year or less may be filled by a committee member whose full term expired within the prior two years. K. The ILC nominates at least one and no more than two candidates for International President-Elect, First Vice President, and International President if there is no one to succeed to that position. L. The ILC nominates at least two and no more than three candidates for Second Vice President. M. The ILC nominates at least two and no more than three candidates for the open international director positions with the exception that one candidate may be nominated if another willing and able candidate cannot reasonably be found. N. The chair of the ILC has the following duties and responsibilities: O. I. The chair schedules committee meetings, orients new committee members, develops and communicates meeting agendas and the meeting calendar, sets expectations for communication among committee members, and ensures that committee activities are carried out in a timely and appropriate way. II. The chair organizes communication with candidates, ensures candidates are given full and fair consideration, and develops the timetable and expectations for candidate interviews. III. The ILC chair upholds leadership attributes and provides feedback to the Executive Committee, through the International President, regarding the ILC process and leadership development. International Leadership Committee members are fair and open-minded. I. Their responsibilities are to actively participate in meetings, keep all committee discussions and information confidential, study candidate materials, review survey results, conduct candidate interviews, listen to reports from other committee members, make informed decisions, suggest or recruit qualified candidates until nominations are announced, and seek ways to improve leadership development. II. ILC members request reimbursement for telephone calls or other reasonable expenses within 30 days after the end of their term. 211 Policies and Protocol Policy 9.1: International Campaigns and Elections 2. P. International officer and director candidates may be self-declared candidates. The committee may receive names of qualified candidates or seek them out. Q. If a nominated candidate withdraws, the committee may nominate a replacement. Candidate Assessment A. B. C. 212 Each officer and director candidate’s competencies will be assessed by leaders who served with them in previous Toastmasters roles. The assessment will be administered each November by a professional assessment firm. I. All candidates being considered by the ILC must complete a selfassessment. II. An assessment will be administered each time a candidate is considered for any role. III. The results will be provided to the ILC Chair and to each candidate. IV. The ILC Chair may discuss candidates and assessment results as appropriate with the Chair of the Region Advisor Selection Committee. For second vice president candidates, the assessment tool is sent to: I. International officers who served while the candidate was an international director II. International directors who served while the candidate was an international director III. The region advisor from the same region who served while the candidate was an international director IV. The candidate For first vice president and international president-elect candidates, the assessment tool is sent to: I. International officers who served while the candidate was an international officer and international director II. International directors who served while the candidate was an international officer and international director III. The region advisor from the same region who served while the candidate was an international director Policies and Protocol Policy 9.1: International Campaigns and Elections IV. D. 3. The candidate For international director candidates, the assessment tool is sent to: I. The region advisor (or the international director if there was no region advisor), lieutenant governor education and training (LGET), lieutenant governor marketing (LGM), immediate past district governor (IPDG), district treasurer and division governors who served while the candidate was district governor (DG) II. The region advisor (or the international director if there was no region advisor), district governor, LGM and IPDG who served while the candidate was LGET III. The region advisor (or the international director if there was no region advisor), district governor, LGET, IPDG and public relations officer who served while the candidate was LGM IV. The candidate Nominee Selection A. Candidate interviews follow the timing, quantity, and schedule determined by the chair. Interviews are based on consistent interview questions developed by the committee. B. Committee members take into account assessment results, interviews, input from current and past leaders and other Toastmasters members, and candidate materials during their selection process. C. Each ILC member votes to nominate one candidate for International President-Elect, First Vice President, and International President if necessary and two different candidates for Second Vice President. D. If at least one-third of the committee members requests that a second or third candidate be nominated, each committee member may vote for as many candidates as are nominated. E. Committee member votes are confirmed in writing. F. To be nominated, a candidate must receive votes from at least a majority of the committee members. G. The chair participates in discussions about candidates and votes for each nomination. 213 Policies and Protocol Policy 9.1: International Campaigns and Elections 4. 5. Nomination Results A. Once the candidates have been selected for nomination, the chair notifies nominated candidates and confirms their acceptance of the nomination. Candidates must verify their acceptance in writing to the chair. B. The chair notifies unsuccessful candidates. C. Candidate assessment results are only provided to the ILC and each respective candidate. Candidates must agree to maintain the confidentiality of their results before receiving them. D. All other candidate interview information is confidential, and the entire deliberative process of the ILC is confidential. Breaches of ILC confidentiality by anyone are subject to appropriate disciplinary action. E. All documentation, files, and reports are kept by World Headquarters for five years. Schedule Date September 1 October 1 October 15 February 15 April 15 At least 60 days prior to Annual Business Meeting 6. ILC announces director candidates by this date, when practicable. Floor candidates for director positions may declare intent after ILC results have been announced. ILC nominations are published in the Toastmaster magazine and on the Toastmasters International website. Announcement of Candidacy and Distribution of Campaign Materials A. Candidates may confirm their intention to run for office after the close of the Annual Business Meeting by submitting a Letter of Intent to World Headquarters. I. 214 Action Call for candidate declarations. Deadline for officer and director candidates to declare intent. Officer and Director Candidate Assessment conducted for declared candidates. Subsquent assessments shall be conducted for candidates sought by the ILC. ILC announces officer candidates by this date, when practicable. Floor candidates for officer positions may declare intent after ILC results have been announced. A Letter of Intent must be on file with World Headquarters before a candidate may engage in public campaign activities. Campaign materials may not be distributed until after the close of the convention. Policies and Protocol Policy 9.1: International Campaigns and Elections B. 7. II. By signing the Letter of Intent, the candidate acknowledges having read and understood the campaign policies and takes responsibility for the conduct of supporters. III. A Letter of Intent, biographical information, and a photograph must be received at World Headquarters no later than October 1 for international officer and director candidates. Eligible candidates who have not been nominated by the ILC may run from the floor at the Annual Business Meeting under Article VIII, Section 3, of the Bylaws of Toastmasters International. I. A Letter of Intent for the candidate must be on file with World Headquarters. II. If a Letter of Intent for a floor candidate is on file, a competing nominated candidate shall be considered opposed. International Campaign Communications A. Candidates for second vice president and international director may only visit clubs, districts, and district leaders within their declared home region. B. Candidates may produce, distribute and post audio, video, and electronic materials, but may not play them at district conferences or at the International Convention. Only the candidate and the candidate’s representatives may distribute such materials. C. A campaign mailing is any message, unsolicited by the recipient, which promotes or publicizes a candidate. Candidates shall only send two mailings: I. International officer candidates send the first mailing between October 1 and November 1; international director candidates send the first mailing between October 1 and December 1. II. Both international officer candidates and international director candidates send the second mailing between July 1 and the election at the Annual Business Meeting. D. Unsolicited subscriptions to information by or about a candidate are not permitted. E. Communications by the district in connection with a candidate’s presentation at a district conference and internal communications among campaign team members are not considered campaign mailings. F. World Headquarters provides contact information to a candidate only after having received the candidate’s Letter of Intent. 215 Policies and Protocol Policy 9.1: International Campaigns and Elections 216 I. The contact information is of the Board, region advisors, past international presidents, past international directors, immediate past district governors, district governors and lieutenant governors. II. The contact information may only be used for campaign purposes. G. Second vice president and international director candidates or their representatives may contact district governors and lieutenant governors by email, no more than two times, to schedule a phone call. This email is not considered a campaign mailing and shall not contain any campaign material. However, no candidate for second vice president or international director nor their representatives may place unsolicited calls to district governors or lieutenant governors outside the candidate’s district during the month of June. Calls among campaign team members are permitted. H. A Candidates’ Corner shall be included on the Toastmasters International website. Candidate information may include a photograph, profile, website address, email address, and telephone number for contact purposes. I. Information about officer and director candidates who have submitted their Letters of Intent and biographical information by October 15 are placed on the Toastmasters International website Candidates’ Corner by November 1. II. Information about officer and director candidates who are sought by the ILC is placed on the website as soon as practicable after receipt of the information. III. Only nominated candidates as determined by the ILC remain on the Candidates’ Corner after the committee’s report has been announced. IV. Floor candidates are not included in the Candidates’ Corner after the Committee’s report has been announced. I. Only nominated candidates, as outlined above, appear in the Toastmasters International Candidates’ Brochure. Floor candidates do not appear in the brochure. J Floor candidates have the same opportunities as nominated candidates with the exception of inclusion in the Toastmaster magazine, Candidates’ Corner on the Toastmasters International website and in the Candidates’ Brochure. K. A candidate may have a website to promote his or her candidacy. I. It must stand alone and have its own URL. II. A candidate’s website may be linked or referenced only on the candidate’s home club website, the Candidates’ Corner on the Policies and Protocol Policy 9.1: International Campaigns and Elections Toastmasters International website, and in campaign mailings made by the candidate. III. L. 8. A blog may be included on a candidate’s website. Automatic notices are allowed. A candidate may create campaign profiles on social media for the purpose of promoting his or her campaign. I. Campaign profiles must be separate from existing social media profiles that the candidate has. II. Candidates may link from existing social media profiles to their campaign profiles and campaign website. Candidates may link from their campaign social media profiles to their campaign website. III. Candidates may not use their non-campaign profiles for campaigning. Only the campaign profile may be used. M. Candidate websites and social networking campaign profiles of both successful and unsuccessful candidates are removed within 10 days following the election. N. Candidates are prohibited from participating in Toastmasters-related discussion groups on websites including social networking sites. O. A candidate may use Toastmasters trademarks on campaign materials and websites, only after the candidate’s Letter of Intent and biographical information has been received by World Headquarters. Use of the trademarks on any other items requires the written permission of the Executive Director. International Candidate Endorsements A. Photographs, audio, video, and electronic representations in all campaign material and displays, the candidate’s website, and the candidate’s campaign social networking profiles may be of the candidate only; no other persons are permitted. All quotes and testimonials in candidate campaign materials, displays, and on websites must have the written permission of those being quoted. B. District governors, lieutenant governors, region advisors, and international officers and directors must not take any action to endorse or to officially support any international officer or director candidate, including with photographs or quotes, or by placing a candidate’s name in nomination. They are permitted to respond to the assessment tool and to questions from the ILC. C. Campaign materials for international officer and director candidates may be displayed in a Candidates’ Corner at district conferences and the International 217 Policies and Protocol Policy 9.1: International Campaigns and Elections Convention. Candidates or their representatives are responsible for the delivery, set-up, and removal of materials. Campaign materials may not be distributed at any other location. 9. D. No candidate or candidate’s representative may host a hospitality suite. A hospitality suite is defined as a room where refreshments are provided and attendance is open to any member. E. If a district or region hosts a hospitality suite, no candidate or candidate’s representative, may give contributions or engage in political activities in the suite. F. A candidate may have a room for storing material and meeting with campaign workers, but the room may not be used for solicitation of votes. International Campaigns in Districts A. International director candidates, or their representatives, may present at district events only within their region. Candidates receive equal opportunity, with allotted time defined by the district governor. International director candidates may participate in other home district activities except the district nominating committee. B. International officer candidates, or their representatives, do not deliver a campaign speech at district events. Unopposed international officer candidates may give an educational presentation. International officer candidates may participate in other home district activities except the district nominating committee. C. District publications and websites that include information written by or about candidates must not be distributed beyond their regular distribution list. District publications and websites may not contain advertisements about candidates and may not contain articles or notices about candidates from outside the district. 10. International Campaign Violations A. Candidates are responsible for ensuring campaign supporters are familiar with campaign policies and understand that violation of policy subjects candidates to ramifications: I. 218 A level-one violation is a correctable, minor infraction. a. The violation is investigated by the Executive Director. If the Executive Director cannot resolve the matter, it is turned over to the Executive Committee. b. The candidate is educated and informed. When the matter is resolved, there are no further ramifications. Policies and Protocol Policy 9.1: International Campaigns and Elections II. III. B. A level-two violation is one involving the election process or a continuing violation. a. The Executive Committee investigates a level-two violation or assigns the investigation to the Executive Director staff. b. An announcement of the violation is made prior to the election. This announcement occurs at an appropriate time and place as determined by the Executive Committee or on the Toastmasters International website. A letter of censure may be issued to the candidate by the Executive Committee. A level-three violation is one of campaign ethics. a. A level-three violation is investigated by the Executive Committee, which may delegate it to the Executive Director staff. b. Ramifications may include any or all penalties for level-two violations, a request for the candidate to withdraw from the race, and, in the most severe cases, removal from good standing or other disciplinary action which may disqualify the candidate. The Executive Committee’s decisions are final. A candidate may not request that the Board modify or overturn the Executive Committee’s decision, nor may the candidate contact Board members for the purpose of appealing that decision. 11. International Proxies and Credentials A. Proxies are defined in Article X, Section 2 of the Bylaws of Toastmasters International. B. Annual Business Meeting proxies are available to clubs no later than July 10. C. When amendments to the Bylaws are to be voted on, there is a method in the proxy process for a club to indicate how it wishes its votes to be cast. D. A credentials chair and two vice-chairs are appointed by the International President: I. The appointees are current or past Board members. II. A person may be reappointed as chair after a three-year interval. III. Appointees are responsible for the operation of the credentials process preceding the Annual Business Meeting. 219 Policies and Protocol Policy 9.1: International Campaigns and Elections 12. International Candidates’ Showcases A. At the International Convention, a Candidates’ Showcase occurs before the Annual Business Meeting for presentations by all international officer and director candidates. B. Prior to the International Convention, the International President appoints directors to serve as chair and co-chair of the Candidates’ Showcase. Other directors are assigned as needed. C. Each candidate is limited to a two-minute presentation, and the chair interviews the candidate based on questions submitted by district leaders and members of the Board of Directors. D. The presentation schedule, with the names of all nominated and known floor candidates for international office, is prepared by World Headquarters. E. There is no census or poll taken of the delegates at a Candidates’ Showcase. 13. Voting by Mail 220 A. The circumstances for holding an election by mail vote are stated in Article IX, Section 4 of the Bylaws of Toastmasters International. B. The tentative process for conducting an election by mail vote is described in protocol, and such protocol shall be modified as needed and adopted as policy by the Board of Directors at such time as a mail vote is held. Protocol 9.1 International Elections 1. Annual Business Meeting A. Elections and the Annual Business Meeting are governed by Articles IX and X of the Bylaws of Toastmasters International. B. Prior to the Annual Business Meeting the International President appoints a member of the Board of Directors as supervising director to oversee the voting process. C. The supervising director, in partnership with the Executive Director, has the following tasks related to the Annual Business Meeting: I. Observes the instructions provided by the parliamentarian and monitors the voting process. II. Appoints a team of 20 members to support delegates during the voting process. Coordinates with candidate-appointed observers (one per candidate) to ensure the integrity of the voting process. III. Verifies the results of each vote and provides the results to the International President. 221 D. The International President is the chair of the Annual Business Meeting. E. The supervising director’s name is announced. F. The credentials committee chair presents the committee report. G. The order of business is international officer elections, followed by international director elections, and Constitution and Bylaws amendment proposals. H. The International President informs candidates that each of them may stand for only one office and that they may withdraw their names from nomination in order to be placed in nomination for another office at any time before the nominations for that office have closed. I. The International President or a person designated by the International President explains the election and voting rules and process to the delegates. J. The International Leadership Committee (ILC) chair presents the committee’s report. If the ILC chair is absent, the International President designates an alternate presenter. Policies and Protocol Protocol 9.1: International Elections 222 K. The ILC report consists of the names, cities, regions, and countries of the ILC members and the name and city of each candidate in descending alphabetical order by name. L. Any candidate nominated by the ILC may withdraw from such nomination at any time after the committee’s report is read and before the nominations are closed for the office to which the candidate has been nominated, and may be nominated from the floor for any other office for which nominations are still open. M. The International President asks if there are any additional nominations from the floor for any of the officer positions, as permitted by Article VIII, Section 3 of the Bylaws of Toastmasters International. When all such nominations are completed, the International President declares the nominations for the officer positions closed. N. After all officer nominations are closed, if there is only one candidate for any office, the International President entertains a motion under Article X, Section 6 of the Bylaws of Toastmasters International to dispense with the secret ballot for such uncontested office and to instruct the secretary to cast a single vote for the candidate for each such office. O. Each opposed officer candidate is entitled to a two-minute speech. I. The speeches are delivered in alphabetical order by office, commencing with the highest contested office. II. Each speech is delivered from the platform by the candidate, except when a candidate is not in attendance, in which case the speech is given by the candidate’s representative. P. Balloting in elections is governed by Article IX, Section 3 of the Bylaws of Toastmasters International Q. Nominations for directors commences after the voting for officers is complete and the results have been announced. R. The International President or the person designated by the International President reads the names, cities, and districts of the director candidates. I. The announcement order is the lowest numbered region to the highest numbered region. II. The International President asks if there are additional nominations from the floor, as permitted by Article VIII, Section 3 of the Bylaws of Toastmasters International, and reminds the delegates that no candidate may be nominated unless such candidate consents to such nomination and meets all other requirements. Policies and Protocol Protocol 9.1: International Elections 2. III. After all nominations are presented, the International President declares the nominations for director candidates closed, followed by two-minute speeches by each opposed candidate (or a candidate’s representative, if a candidate is not in attendance). IV. If any candidate is unopposed, the International President entertains a motion under Article X, Section 6 of the Bylaws of Toastmasters International to dispense with the secret ballot for any uncontested office and to cast a single vote for any unopposed candidate. S. The International President is advised before the election of the names of the candidates. This rule does not preclude nominations from the floor without advance notice to the International President. T. When the names of the candidates are announced, they are displayed to the delegates. U. Before votes for directors are cast, the International President announces that the election is by majority vote for each contested directorship. V. Votes are cast and counted. In the event no candidate receives a majority of the votes cast for any one or more of the contested directorships, voting continues as prescribed in Article IX, Section 3 of the Bylaws of Toastmasters International. W. After each count is calculated, the supervising director verifies the count and provides the results to the International President or Parliamentarian. X. The official final report, containing all election results, is completed, using a form provided by World Headquarters, by the supervising director and delivered to the International President or Parliamentarian. Y. Final results are posted publicly at the meeting site and broadcast electronically to the membership following adjournment of the meeting. Special Membership Meeting A. Special membership meetings are described in Article IX, Section 4 of the Bylaws of Toastmasters International. Whenever possible, actions to be voted on by the members are presented at the Annual Business Meeting. B. Special membership meetings may be called by majority vote of the Board of Directors at any Board meeting or by unanimous written consent. C. Special membership meetings must follow all rules that apply to the Annual Business Meeting and meet applicable requirements of California Nonprofit Public Benefit Corporation Law. 223 Policies and Protocol Protocol 9.1: International Elections 3. Voting by Mail A. The circumstances for holding an election by mail vote are stated in Article IX, Section 4 of the Bylaws of Toastmasters International. As permitted by the California Nonprofit Public Benefit Corporation Law, mail votes may be conducted by electronic transmission in compliance with Article XIII, Section 9 of the Bylaws of Toastmasters International. B. The Board decides—by majority vote at a Board meeting or by unanimous written consent—that circumstances warrant election of officers and directors by mail vote of the membership. C. In the case of any election by mail vote of the membership, the Board sets the record date is not more than 60 days before the day on which the first written ballot is mailed or solicited. The members otherwise entitled to vote as of the close of business on such record date are entitled to vote in the election. D. The Board determines the means by which and the date on which ballots are distributed to those members entitled to vote in the election. E. The Board sets a reasonable date by which ballots must be received at World Headquarters to be counted in the election. F. The Board sets a reasonable date for completion of the nomination procedures described in Article VIII, Sections 1, 2, and 3 of the Bylaws of Toastmasters International allowing adequate time for the preparation of ballots and the solicitation and inclusion of candidate statements, as well as the reasonable equivalent of floor nominations. G. The Board appoints an election committee consisting of the corporate secretary-treasurer and two other persons to be responsible for the conduct of the election. I. The committee has the powers given to inspectors of elections in the California Nonprofit Public Benefit Corporation Law and is otherwise governed by that law. II. The Board and World Headquarters provide all reasonable assistance to the committee. 224 H. The election committee determines the minimum number of votes to be received (quorum) by the date set by the Board for a valid election to take place. Quorums are defined in Article XI, Section 1 of the Bylaws of Toastmasters International. I. The Board reviews and approves a form of written ballot and the accompanying solicitation letter to members from the Board. Policies and Protocol Protocol 9.1: International Elections I. The ballot states that it concerns the annual election of officers and directors in lieu of elections normally held at the Annual Business Meeting. II. The ballot specifies, for each contested position, the names of each candidate validly nominated for that position and provides space for the member to vote for, vote against, or abstain from voting with respect to each candidate. No space for write-in candidates shall be provided. III. The ballot explicitly states that if a member specifies a choice, the member’s vote is cast accordingly. IV. In addition to any instructions or recommendations from the Board relating to the written ballot, the solicitation letter accompanying written ballots to be sent to members states the date by which written ballots must be received by World Headquarters in order to be counted and the minimum number of responses to be received to meet the requirement for a valid vote. J. If, after the close of nominations, only one person is nominated for a position, the election committee declares the person nominated and qualified to have been elected without further action. K. The election committee notifies each validly nominated candidate in a contested election of the opportunity to submit a written statement, of no more than 500 words, to communicate to members the nominee’s qualifications and reasons for seeking office and to solicit the vote of the members. I. The notice specifies a reasonable deadline for the candidate’s submission of this statement to the committee. II. Any candidate’s statement not received by the committee, at the address stated in the notice, by the deadline, is not distributed to members with the written ballot. III. World Headquarters responds to all communications requests from nominees in accordance with the California Nonprofit Public Benefit Corporation Law. L. On the date specified by the Board, the election committee causes written ballots and any accompanying materials—including the text of all valid candidate statements received, presented with equal prominence— to be distributed in the manner specified by the Board to every member entitled to vote in the election. 225 Policies and Protocol Protocol 9.1: International Elections M. Promptly after the due date, the election committee determines whether enough votes have been received to constitute a valid election. I. If so, the election committee counts the votes, and the candidate receiving the number of votes required by Article IX, Section 3 of the Bylaws of Toastmasters International shall be declared elected. II. If three or more candidates are nominated for an office, the ballot may be constructed so as to provide further choices for members to make in the event that one candidate does not receive a majority of the votes cast, in order to achieve a reasonable equivalent to the balloting process set forth in Article IX, Section 3 of the Bylaws of Toastmasters International. 226 N. In the case of a tie, the winner is selected by lots. O. In counting votes, any ballots marked “withhold,” “abstain,” or otherwise indicating that the vote is withheld, is not cast for or against any candidate in that contest. P. The committee certifies in writing, under penalty of perjury, the results of the election to the Board and the members. Q. Those elected take office immediately upon the certification of their election. R. Ballots, once delivered to World Headquarters, may not be revoked. Protocol 9.2 Presidential Citation Each year the International President selects individuals to receive a presidential citation award. This is a significant honor, and to ensure the most qualified and deserving recipients are chosen to receive the award, this nomination and selection process has been established. 1. Criteria The following criteria will be used to determine if a member is a qualified Presidential Citation recipient. A. Organizational growth I. Has the member participated in the chartering of 15 or more clubs within the last 10 years? II. Was the member instrumental in the forming of a new district? B. Organizational excellence I. What type of significant, long-term contributions has the individual made at the district or international levels? II. How has the person notably and publicly exemplified Toastmasters International’s core values? C. Brand equity 2. 227 I. What type of significant, public contributions has the member made outside of Toastmasters in his or her profession or community? II. How have these contributions created large-scale recognition or awareness of Toastmasters? Nominee Selection A. There are no more than two recipients selected per region. B. The International President refers to the criteria during the selection process. C. A maximum of 20 citations will be awarded each year. D. Past International Presidents are not eligible to receive a Presidential Citation. E. No individual is eligible to receive a Presidential Citation more than once. Policies and Protocol Protocol 9.2: Presidential Citation 3. 228 Nomination Results A. If a member has been selected, World Headquarters notifies the member and each individual who nominated the recipient. B. If the nominated member is not selected, World Headquarters notifies the individual who nominated the member. C. Recipients are recognized at International Convention. Policies and Protocol Policy 10.0: Region Advisors Policy 10.0 Region Advisors 1. Region Advisor (RA) Selection Committee A. 2. The RA Selection Committee is composed of: I. One international officer, who serves as chair, appointed by the International President. II. Two international directors appointed by the International President. Each member will serve a two-year term. For each year, one member will be a first-year international director and one will be a second-year international director. III. Six past RAs appointed by the International President-Elect with the approval of the Executive Committee. Potential committee members may either self-identify or be identified by the International President-Elect. IV. Applicant selection will be informed by the results of district leader evaluations of each person’s service as RA. V. The RA Selection Committee Chair may discuss candidates and assessment results as appropriate with the International Leadership Committee Chair. VI. Past RAs serving on the RA Selection Committee are required to follow the confidentiality standards of the Board of Directors. Selection A. Each year, one RA per region will be appointed by the Board of Directors, after considering applicants recommended by the RA Selection Committee. B. Applicant Assessment I. Each RA applicant’s competencies will be assessed by leaders who served with them in previous Toastmasters roles. The assessment will be administered each November by a professional assessment firm. The results will be provided to the RA Selection Committee and to each applicant. An assessment will be administered each time an applicant is considered. II. The assessment tool is sent to: a. The international director, region advisor (if there was a region advisor), lieutenant governor education and training (LGET), lieutenant governor marketing (LGM), immediate past district governor 229 Policies and Protocol Policy 10.0: Region Advisors (IPDG), district treasurer and division governors who served while the applicant was district governor (DG). b. The international director, region advisor (if there was a region advisor), district governor, LGM and IPDG who served while the applicant was LGET. c. The international director, region advisor (if there was a region advisor), district governor, LGET, IPDG and public relations officer who served while the applicant was LGM. d. The applicant. 3. Position A. 4. 230 RAs support district leaders in their efforts to fulfill the district mission. Specifically, the RA: I. Provides marketing support and expertise that expands the districts’ capacity to grow clubs and grow membership. II. Leverages their experience and success as a Toastmasters leader to help the district governor and lt. governors develop as leaders, identify future leaders and create a succession plan. III. Coaches the district leaders to achievement by assessing each District Success Plan and mentoring to optimize individual performance. IV. Establishes a trusting relationship through frequent and consistent communication. B. RAs are members in good standing who have served 12 consecutive months as a district governor. C. RAs report to the International President through World Headquarters. D. RA vacancies are filled by the International President, with ratification by the Executive Committee, to complete the remainder of the term. The International President may grant a temporary leave of absence in appropriate circumstances. Term of Service A. The RA term lasts for 15 months: April 1 through June 30 of the following year. RAs must apply for each term and may serve no more than two consecutive terms. There is no limit on nonconsecutive terms. B. An RA may not campaign for, be elected to, or be appointed to any district office or role while serving as an RA. Policies and Protocol Policy 10.0: Region Advisors C. An RA may not be, or campaign on behalf of, an international officer or director candidate while serving as an RA. An RA may not stand for election at the Annual Business Meeting in the same year in which their RA term ends. D. An RA may resign in writing to the Executive Director or the International President. E. An RA may be removed from service at any time, with or without cause, by the Executive Committee. 231 Protocol 10.0 Region Advisors 1. Region Advisor Expenses A. B. RAs may facilitate sessions at the August and the Mid-year District LeaderTraining and receive reimbursement from World Headquarters: I. World Headquarters reimburses the RA for round-trip public transportation costs at the lowest rate between the passenger terminal and the training site. Transportation between the RA’s origination point and the passenger terminal is not reimbursed. II. World Headquarters reimburses the RA for motor vehicle transportation by the most direct route to the training site; reimbursement may not exceed the lowest airfare rate. Mileage is reimbursed at the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service III. World Headquarters provides hotel accommodations, including applicable taxes, for the number of nights required for attendance at training events. Incidental expenses and all additional nights’ lodging are the responsibility of the RA. IV. Each RA receives a per diem of $30 for each day that event attendance is required. RAs may conduct district visits, participate in corporate visits, and attend other district events, with approval by the International President, and may receive reimbursement from World Headquarters: I. World Headquarters reimburses the RA for round-trip public transportation costs at the lowest rate between the passenger terminal and the event site. Transportation between the RA’s origination point and the passenger terminal is not reimbursed. II. World Headquarters reimburses the RA for motor vehicle transportation by the most direct route to the event site; reimbursement may not exceed the lowest airfare rate. Mileage is reimbursed at the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service III. World Headquarters reimburses hotel accommodations, including applicable taxes, for the number of nights required for attendance at 232 Policies and Protocol Protocol 10.0: Region Advisors events. Incidental expenses and all additional nights’ lodging are the responsibility of the RA. IV. C. Each RA receives a per diem of $30 for each day that event attendance is required and is reimbursed for registration. To request reimbursement, RAs submit an itemized list of expenses, accompanied by receipts, within 30 days. Expenses are subject to the approval of the Executive Director. 233 Policy 11.0 Board of Directors 1. The Board as a whole, not as individuals, has the authority to direct and control Toastmasters International, following the provisions of Article V of the Bylaws of Toastmasters International. 2. Each Board member upholds and follows the Toastmasters International mission in decisions and actions. 3. The Board is accountable to the voting membership. 4. No Board members have any right or authority to act on their own behalf in the name of the organization unless granted specific authority by the Board. 5. The Board of Directors makes decisions reserved exclusively to it and assumes the legal responsibility for its actions. 6. The Board is responsible for upholding the mission of Toastmasters International, developing organizational strategy, creating organizational policies, hiring the Executive Director, approving and overseeing budget and financial matters, serving as ambassador of Toastmasters International, incorporating member needs into organizational decisions, recommending improvements in programs and activities, ensuring the implementation of organizational policy, and handling significant member disciplinary matters. 7. Once the Board makes a decision, each Board member, regardless of personal point of view, is obligated to support the decision in all contacts outside the Board. 8. The Board typically meets in-person twice a year, and convenes throughout the year as necessary. 234 Protocol 11.1 Board of Directors Meetings 1. The Board meets in-person, via teleconference, or via videoconference. Board meetings are conducted in accordance with the following procedures. Any situation not covered by Bylaws, policy, or protocol follows the latest edition of Robert’s Rules of Order, Newly Revised. 2. The Executive Director prepares and distributes agenda information, subject to the approval of the International President, to Board members in advance of each meeting. 3. Board meetings typically consist of the approval of minutes, reports, resolutions, unfinished business, new business, and announcements. A. The International President or alternate presides as the Board chair and maintains order. The chair decides all questions of order, subject to Board appeal. The chair announces the business that is in order, and no business is considered until the class to which it belongs is declared in order. The chair may call a recess for the purpose of committee meetings. B. A committee considers topics assigned by the International President or the Board and originates new topics within the scope of its stated functions. Each committee reports its findings and recommendations to the Board. C. Directors address the chair and proceed only when recognized. No member is entitled to speak more than once on any issue until each member has the opportunity to speak. D. Votes are taken by voice except if the chair is in doubt or a division is requested, in which case the vote is counted by hands or roll call. A roll call vote is taken upon the request of any two members. E. Any member, upon request, may have a dissenting vote recorded in the minutes. Every Board member, including the chair, is entitled to vote or abstain on every issue on which a vote is taken; abstention is required if the member has a conflict of interest. F. Committee reports are written and called for action during the proper order of business. G. If a topic is exclusively assigned to a committee, that committee is given the opportunity to make a recommendation to the Board before the Board acts on the matter. H. Committee and minority reports are addressed to the Board and include the topic, purpose, policy references, proposal, and supporting information. 235 Policies and Protocol Protocol 11.1: Board of Directors Meetings I. The International President may prepare Board and committee topics in consultation with the Executive Committee. The International President informs all Board members of Board and committee assignments at the time topics are assigned. J. During discussions, Board members may ask questions of the committee members. 4. The Executive Director provides Board meeting minutes to the Board within 60 days after each Board meeting. Prior to distribution, the International President, International President-Elect, and legal counsel, if necessary, review the meeting minutes. 5. The Executive Director provides Executive Committee meeting minutes to the Board within 30 days after each Executive Committee meeting. Prior to distribution, the International President, International President-Elect, and legal counsel, if necessary, review the meeting minutes. 6. The Board may receive suggestions for Board agendas from the International President, the Executive Director, Board committees or any Toastmasters member. 7. The final meeting agenda and information is developed by the Executive Director, subject to the approval of the International President, and includes background information on each agenda item for the Board’s study or review. 8. In Board deliberations, each Board member has the opportunity to present his or her opinion. 236 Protocol 11.2 Board of Directors Expenses 1. The Board may receive reasonable reimbursement for communications, postage, and stationery expenses incurred in connection with the conduct of their duties 2. To request reimbursement, Board members must submit an itemized list of expenses, accompanied by receipts, within 30 days. Mileage reimbursements require documentation that includes the travel date, distance traveled and travel purpose. Expenses are subject to the approval of the Executive Director or the International President. 3. World Headquarters reimburses the travel expenses of the Board for the midyear and August district leader training sessions, Board meetings and Executive Committee meetings, district visits, and International Convention as follows: A. Round-trip airfare and up to $50/per segment to secure a seat. International Officers may receive business class airfare when traveling more than three time zones or more than 8 hours total flight time. B. Other public transportation (coach or discount) or mileage. Mileage is reimbursed at the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service by the most direct route. C. Public transportation, shuttle, or taxi to and from the Board member’s home and to and from the passenger terminal to the event up to $50 each segment. D. Hotel accommodations, including applicable taxes, and internet usage up to $15 per day, for the number of nights in attendance at the event plus any additional days requested and agreed to in advance by World Headquarters and the district, and the officer or director for marketing visits. Addition room nights are at the Board member’s expense. E. A per-diem allowance of $30 for the days when event attendance is required plus two travel days. Additional per diem allowance for any additional days spent conducting marketing visits agreed to in advance by World Headquarters and the district, and the officer or director. Incidental expenses such as, but not limited to, magazines, food (including room service), entertainment, and fuel are not reimbursable. F. District conference registration when not provided by the district. 4. In addition to the expenses listed above, the following reimbursements apply for the International Convention: 237 Policies and Protocol Protocol 11.2: Board of Directors Expenses A. Continuing and departing international officers and directors receive one complimentary convention registration and one complimentary ticket to each of the official meal functions and speech contests, if ticketed separately. B. The outgoing International President receives one complimentary hotel suite (of one to two bedrooms) including entertainment costs, two complimentary convention registrations, two complimentary tickets to each of the official meal functions and speech contests, and reasonable actual expenses. C. The incoming International President receives one complimentary hotel suite (of one to two bedrooms), two complimentary convention registrations, and two complimentary tickets to each of the official meal functions and speech contests. D. The Immediate Past International President receives two complimentary convention registrations and two complimentary President’s Dinner Dance tickets. 5. 6. 238 The following reimbursements apply specifically for newly elected directors and the newly elected Second Vice President for the International Convention: A. Incoming international directors receive the return portion of round-trip airfare or other public transportation (coach or discount) or mileage. Mileage is reimbursed at the current business standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service by the most direct route. Hotel accommodations, including applicable taxes, for any day between their installation and the Board meeting; a $30 per-diem allowance for any day they attend the Board meeting following the Convention, one travel day, and one complimentary President’s Dinner Dance ticket will also be reimbursed. Incidental expenses such as, but not limited to, magazines, food (including room service), entertainment, and fuel are not reimbursable. B. Past international presidents receive one complimentary convention registration and one complimentary President’s Dinner Dance ticket. If an international director moves out of the region from which elected, reimbursement is based either on the residence at the time of election or on the current residence, whichever is less. Policy 11.3 Board of Directors Confidentiality 1. The Board assigns varying degrees of confidentiality to information based on whether it is confidential attorney-client communications; personnel and disciplinary matters; protection of the organization’s proprietary trade secrets, business opportunities, and negotiations; and internal Board deliberations. 2. The following legal principles guide Toastmasters International’s approach to confidentiality: 3. A. Directors, officers, employees and other agents (including consultants) of the organization have fiduciary duties of care and loyalty to protect the best interests of the organization. These duties take effect when they enter a fiduciary relationship with the organization and may even continue after the relationship has ended. B. Part of the fiduciary duty of care is the duty to protect the confidences of the organization. After a person ceases to be a director, officer, or other agent of the organization, that person may possess information received while in the capacity of a fiduciary. If the person uses or reveals such information in a manner damaging to the organization, the organization may take legal action. C. The decision to disclose confidential information received in a fiduciary relationship with an organization belongs exclusively to the organization. Only those officers authorized by the organization to disclose confidential information may do so. B. The law does not require that Board meetings of a nonprofit public benefit corporation be open to the public or even to voting members of the corporation. Board materials properly classified as confidential may be withheld from the public and from members. A confidentiality violation by a director, officer, employee, agent or member subjects the violator to removal, termination, expulsion, suspension, or other disciplinary action as may be appropriate under the Toastmasters International governing documents, the club constitution of the club to which the violator belongs, the personnel policies of World Headquarters, or the terms of any contract with the violator. 239 Protocol 11.3 Board of Directors Confidentiality 1. Each document provided to directors in connection with Board business (“item”) shall be appropriately classified Highly Confidential, Restricted, or Unrestricted: A. Items classified as Highly Confidential may not be copied, shown to, or discussed with anyone except members of the Board and those employees, agents or members of the corporation authorized by the Executive Director to receive the information. B. Examples of Highly Confidential items include materials containing attorneyclient communications, personnel and disciplinary matters, background documents, draft agendas, draft policies, and other reports, budgets and information prepared for the Board. C. Items classified as Restricted may not be copied, shown to or discussed with anyone except members of the Board, those employees, agents or members of the corporation authorized by the Executive Director to receive the information, and those past members of the Board who have agreed to receive such information in confidence. D. Examples of Restricted items include final committee and Board agendas, Executive Committee minutes, portions of Board minutes, and matters submitted to the Advisory Committee of Past Presidents. E. Items classified as Unrestricted have no limitation on distribution or discussion. Directors, officers, employees, and agents of the organization are to use good judgment and discretion when handling such information. F. Examples of Unrestricted items include Board-approved policies (though they may have been classified Highly Confidential or Restricted at an earlier stage), minutes of the Annual Business Meeting, and most items in Board meeting minutes. Some matters contained in Board meeting minutes may remain Highly Confidential or Restricted. G. Board materials may be deemed Unrestricted, except for those items classified as Highly Confidential or Restricted. 2. Each item the Executive Director prepares is tentatively classified. In some instances, a page or attachment may be classified differently from the rest of the item. After consultation with the Executive Director, the International President may change the tentative classification of an item. 3. An item may be classified Highly Confidential or Restricted until a specific time, after which the item becomes Unrestricted. All those receiving such an item in confidence are to observe the restriction until the agreed time. 240 Policies and Protocol Protocol 11.3: Board of Directors Confidentiality 4. If someone receiving Highly Confidential or Restricted information believes it would serve the best interests of the organization to disclose the matter to, or discuss it with someone outside of the restricted group, that person may request approval from the Executive Director to do so. 5. The Executive Committee may change a classification made by the Executive Director or by the International President. 6. The Board may change a classification made by the Executive Director, the International President, or the Executive Committee. 7. In all cases, the Board has the ultimate responsibility for establishing the level of confidentiality to be maintained, observing the requirements of applicable law. 8. Once a year, the Executive Director sends a notice to all former Board members currently receiving Board materials giving them the option to continue receiving Board materials, including Restricted items which they must agree to keep confidential. Only those past Board members responding in writing that they wish to receive such materials subject to the confidentiality restriction, by signing the Confidentiality Statement, are sent such materials, until the following annual notice is sent to them. 9. If a document distributed to past international presidents, past international directors, or district governors contains Highly Confidential material, such items are redacted or deleted in order to preserve confidentiality. 10. At Board briefings, which are open to members of the organization, the Board briefs the audience on such items as the Board selects, and any mention of Highly Confidential or Restricted items is made in a manner which does not compromise the confidentiality of those items. 11. In addition to a Highly Confidential or Restricted classification, an item or a portion of an item may be marked “confidential attorney-client privilege” when the material contains or reflects a matter communicated between the organization and legal counsel in confidence. Disclosing such matters to others may result in a waiver of privilege, causing the organization to lose the protection of the privilege in the event of litigation. 12. Specifics of Board deliberations, including how individual directors voted, are Highly Confidential. If a member of the board votes on an Unrestricted item and wishes that vote be disclosed, that vote may be made Unrestricted. 13. A breach of confidentiality must be immediately reported to the Executive Director who reports it to the International President. 14. The Board minutes and other corporate records of Toastmasters International open to inspection by voting members of Toastmasters International (delegates at large and authorized representatives of member clubs), under California Corporations 241 Policies and Protocol Protocol 11.3: Board of Directors Confidentiality Code Section 6333, are limited to Unrestricted materials and only those Highly Confidential and Restricted materials that the Executive Director determines may be inspected for a purpose reasonably related to such person’s interests as a member. 242 Policy 11.4 Board of Directors Committees 1. Executive Committee A. The Executive Committee is comprised and its powers and duties are stated in Article V, Section 6(a), of the Bylaws of Toastmasters International. B. The Executive Committee answers to the Board, is subject to its general direction, and has additional powers as the Board delegates. I. The Executive Committee reviews the proposed annual budget and submits a final budget document to the Board and reviews financial reports and recommendations concerning major expenditures and presidential travel. II. The Executive Committee reviews operations and policies that are to be carried out by the Executive Director and supervises the performance and position of the Executive Director. III. C. The Executive Committee serves as the Strategic Planning Committee. The Board reserves unto itself, from the Executive Committee, all powers and authority except the following: I. The Executive Committee has authority essential to the performance of duties imposed upon it by the Bylaws or assigned to it by the Board. II. The Executive Committee has authority over those processes essentially delegated to it by the Board. Where authority to act on a matter is expressly delegated to the Executive Committee in policy adopted under Article V, Section 4(f) of the Bylaws of Toastmasters International, the phrase “subject to the approval of the Board” in Article V, Section 6(c) of the Bylaws shall mean that the Executive Committee has full corporate authority to act on the matter in a timely manner and need not seek Board approval prior to taking such action. However, the Board may, upon learning of the Executive Committee’s action at the Board’s next meeting or otherwise, decide to modify, overrule, or reverse the Executive Committee’s action to the extent the Board can do so without harm to the best interests of Toastmasters International. 243 Policies and Protocol Policy 11.4: Board of Directors Committees III. The Executive Committee has such authority as is necessary in the conduct of the ordinary business operations of the corporation while the Board is not in session. D. Meetings may be called by the International President or any other voting member of the Committee by giving reasonable notice of the date, time, and place of the meeting to all members of the Committee. E. Minutes of all Executive Committee meetings are provided to all Board members within 30 days after each meeting. F. The Executive Committee reviews the proposed budget for the ensuing fiscal year every November, conducts the Executive Director Performance Appraisal annually, reviews district formation and re-formation every three years, reviews member dues at least every three years, and reviews the Toastmasters International Reserves policy annually. G. All signatories on Toastmasters International’s corporate bank accounts, including district bank accounts, must be approved by the Executive Committee. I. At an Executive Committee meeting, or by unanimous written consent, the committee reviews and approves a list showing, for each account, the district involved, the name and location of the financial institution, and the names of the persons to be added or removed as signatories since the prior committee meeting. II. If necessary, the International President approves the addition or removal of bank signatories between Executive Committee meetings, subject to ratification by the committee at its subsequent meeting. II. Replacement of a previously approved signatory is not effective until the replacement is approved by the International President, whose approval is subject to ratification by the Executive Committee. H. 2. The Chief Executive Officer, Chief Operations Officer and Controller, collectly, have authority to establish and maintain Toastmasters International district bank accounts as necessary to enable districts to conduct Toastmasters business. All Board members must be notified within 30 days of the establishment of these accounts. Strategic Planning Committee A. The members of the Executive Committee comprise the Strategic Planning Committee. 244 Policies and Protocol Policy 11.4: Board of Directors Committees 3. B. The Strategic Planning Committee strategically analyzes Toastmasters International’s place in the future, including opportunities and threats that might affect the organization; determines goals and strategies for achieving those goals; reviews the purpose, core values, and mission of the organization; develops strategic goals for growth in line with Toastmasters International’s mission; updates and produces a Strategic Plan for use by the organization; and identifies broad approaches for achieving strategic goals; and recommends operational objectives to the Board, including, but not limited to, the adoption of appropriate organizational policies and programs. C. The Committee gives an official report at the Board meeting concerning all functions referred to above. D. The Committee meets at such times as considered in the best interest of the organization, as determined by the International President. E. Strategic plans for Toastmasters International and any recommendations for action on programs proposed by the Strategic Planning Committee are reviewed annually by the Board. Board Committees A. Committees are established by the Board as needed under the Bylaws of Toastmasters International, Article VII, Section 2. B. The Board establishes committees as needed, which are subject to the general direction of the International President and the Board and are accountable to the Board through the committee chair. C. The name, strategic purpose, composition, presiding officer and duration of each committee shall be determined by the International President, subject to the approval of the Executive Committee and Board, unless otherwise stated in the Bylaws of Toastmasters International or in the policies of Toastmasters International. D. These committees may be assigned special projects outside the scope of responsibility of a standing committee and continue to act until their stated functions are completed or until they are discharged from their responsibilities by the Board. E. All committees are subject to the general direction of the International President and the Board. F. Committees are accountable only to the Board and report through the committee chair. G. Board committees may appoint sub-committees as needed. 245 Policies and Protocol Policy 11.4: Board of Directors Committees 4. Advisory Committee of Past International Presidents A. The purpose of the Advisory Committee of Past International Presidents is to submit comments and recommendations for consideration of the Board. B. The Immediate Past International President is the chair of this committee. C. The Advisory Committee of Past International Presidents holds meetings annually during the International Convention. Special meetings are called with the written approval of the International President. D. All Past International Presidents who maintain membership in good standing are ex-officio officers of Toastmasters International and remain members of the Committee until their resignation, death, or removal from the Committee. E. The Executive Director is the liaison to the Advisory Committee of Past International Presidents. Audit Committee A. The Toastmasters International Audit Committee acts in accordance with the California Nonprofit Integrity Act of 2004 (NIA) and any subsequent or superseding statutes. 246 B. The two-person Audit Committee is responsible for engaging an auditing firm according to the requirements of the NIA and upon recommendation of the Executive Director. C. In order to be appointed to the Audit Committee, one must be qualified to serve on the Committee based on the requirements of the NIA. D. When selecting Committee members, first preference is given to past international presidents. E. Appointments to the Committee are made between January and August of each year by the International President and are subject to the approval of the Executive Committee. F. Committee members are appointed to two-year terms. G. The first-year Committee member serves as co-chair; the second-year Committee member serves as chair. H. Any vacancy is filled by the International President in office when the vacancy occurs, subject to the approval of the Executive Committee. Policies and Protocol Policy 11.4: Board of Directors Committees 6. International Disciplinary Committee A. A Toastmasters International Disciplinary Committee may be appointed by the Board of Directors in accordance with Article III, Section 13(h) of the Bylaws of Toastmasters International, if the disciplinary matter is complex or difficult. B. The Committee follows Article III, Section 13(h) of the Bylaws of Toastmasters International and Policy 3.0: Ethics and Conduct while conducting some or all of the aspects of the disciplinary process with authority delegated to it by the Board of Directors. C. The Committee reports the results of its work and any interim steps taken to the Board of Directors promptly in writing. D. The Board of Directors reviews the Committee’s work product and determines any appropriate action after receipt of the Committee’s report(s) as soon as is reasonably feasible under the circumstances. A final decision to take disciplinary action must be made or confirmed by a three-fourths majority vote of the Board. E. Appointments to the Committee are made by the International President and are subject to the approval of the Board of Directors. 247 Protocol 11.5 Board of Directors Visits 1. The purposes of international officer and director visits are to meet with Toastmasters members and leaders and with business and community leaders, represent the organization at district events, and publicize Toastmasters International through media. 2. International directors may visit each district within their region during their term. 3. International officers may visit districts as specified in the chart below. 4. Districts must accept visits by either an international officer or director. 5. International directors prepare a proposed district visit schedule, and send it to the International President for approval. 6. When determining what visits to make and if they require approval from the International President, please refer to the chart below. Home club visits A visit can be made to any club at any time as a member. Clubs meetings or groups of clubs outside the directors’ region A visit can be made with the International President’s approval; must specify if participating as an International Director/Officer or member. Area and Division events A visit can be made with the International President’s approval; must specify if participating as an International Director/Officer or member. Home district A visit can be made with the International President’s approval; must specify if participating as an International Director/Officer or member. 248 Policy 11.6 International President 1. The role of the International President is defined in Article VI, Section 4 of the Bylaws of Toastmasters International. 2. The International President is the chief elected officer of the corporation. 3. The International President is accountable to the Board for the proper performance of duties. 4. The International President is authorized to direct and coordinate the activities of the Board committee chairs except as limited by the Bylaws or orders of the Board. 5. The International President is authorized to lead the Executive Committee and the Executive Director in the performance of their duties and allocate such duties as needed. 6. The International President is authorized to work closely with the Executive Director in the accomplishment of strategic objectives. 7. The International President is authorized to represent Toastmasters International and the Board as official spokesperson in corporate and community relations. 8. The International President is authorized to make expenditures to further public relations without further approval by the Board, within the limits of amounts budgeted for that purpose. 9. The International President is authorized to appoint special officers and committees for the conduct of the Annual Business Meeting and prior to it. 10. In the occurrence of any circumstance or event, other than resignation or death, which limits full service or affect expense allowance entitlements of any member of the Board, the International President may, after investigation, recommend to the Executive Committee any advisable action. 11. The International President may only sign contracts, agreements, or other documents on behalf of the corporation, at the request of the Executive Director or as authorized by the Board. 249 Policy 11.7 International President-Elect 1. The role of the International President-Elect is defined in Article VI, Section 5 of the Bylaws of Toastmasters International. 2. The International President-Elect is the financial review officer of the Board of Directors. 3. The International President-Elect is responsible for reviewing World Headquarters operations and reporting the findings to the Executive Committee. These operations include the Executive Director’s expenses, propriety of expenditures, and adherence to governing documents. 4. The International President-Elect is responsible for performing additional duties as allocated by the International President. 250 Policy 11.8 Executive Director 1. The role of the Executive Director is defined in Article VI, Section 6 of the Bylaws of Toastmasters International. Being the corporation’s chief executive officer, the Executive Director may be identified as either Chief Executive Officer (CEO) or Executive Director. 2. The Executive Director is liaison to the Strategic Planning Committee and the Advisory Committee of Past Presidents. 3. The Board or Executive Committee may delegate additional authority or responsibilities to the Executive Director. 4. The Executive Director is responsible for directing the execution of mandates established by the voting membership at the Annual Business Meeting and of policies and decisions approved by the Board. 5. The Executive Director supports the International President, Executive Committee and Board in strategic planning and implementation; in budget preparation and financial management; with minutes, reports, and proposals; and through assessments and recommendations for improvements. 6. The Executive Director oversees all aspects of Toastmasters International’s administration and operation including, but not limited to, communications and service to all members; education and training program research, development, and implementation; public relations, branding, and marketing; resource creation, production, and delivery; World Headquarters operations; the International Convention; leader training; and the approval of contracts, checks, and other documents. 251 Protocol 11.8 Executive Director 1. The Executive Director develops strategic planning proposals and revisions to current plans and submits them to the Strategic Planning Committee. 2. The Executive Director keeps the International President, Executive Committee, and Board abreast of operations and performance factors. 3. The Executive Director develops the annual operating budget and presents it to the Executive Committee; manages all aspects of income and expenses, including operating within the approved budget; submits financial reports to the Board of Directors at least quarterly; ensures all funds are appropriately safeguarded and administered; supports the Board in its fiduciary duty regarding investments and financial oversight; and executes the Bylaws provisions regarding the official annual audit. 4. The Executive Director arranges for the formulation of plans and programs for approval by the Board; researches and develops education and training programs that advance the communication and leadership skills of the membership and evaluates administrative operations and recommends and implements system improvements. 5. The Executive Director assesses and recommends improvements to Board organization; recommends an organizational structure that satisfies the needs and interests of the worldwide membership and provides for efficient distribution of educational services and resources to members. 6. The Executive Director establishes and maintains communications systems with all levels of the membership and maintains organizational and corporate relations as appropriate; oversees global public relations and branding initiatives; directs the planning, organization, and implementation of growth and retention programs. 7. The Executive Director securely maintains membership information, files, and legal and historical documents; safeguards physical assets and intellectual property; develops and maintains corporate minutes. 8. The Executive Director is responsible for all aspects of the World Headquarters staff and human resources decisions; consults with the International President and a majority of the Executive Committee before employing and terminating directorlevel staff members, provides effective training and development programs, clear expectations, duties, and responsibilities to all employees, annually reviews each employee’s performance, based on a written job description. 9. The Executive Director presents resolutions received from members, clubs, and districts to the International President. 252 Policies and Protocol Protocol 11.8: Executive Director 10. The Executive Director supervises all aspects of the Toastmasters International Convention and district leader training. 11. The Executive Director selects the site for the International Convention, held annually in August, in consultation with the Executive Committee. 12. The Executive Director selects the annual recipient of the Golden Gavel Award. The purpose of the Golden Gavel Award is to recognize an individual who has demonstrated outstanding ability exemplifying communication and leadership. 253 Policy 11.9 Secretary-Treasurer 1. The secretary-treasurer role is defined in Article VI, Section 7 of the Bylaws of Toastmasters International. 2. As secretary, the staff member supervises keeping a complete record and minutes of the proceedings of the Board of Directors and its committees; supervises giving notices as are proper or necessary; and issues the minutes of the Board meetings and the Executive Committee meetings prepared under the supervision of the Executive Director and subject to review by the International President-Elect. 3. As treasurer, the staff member supervises the charge and custody of all funds of the corporation, deposits funds in the manner prescribed by the Board, and maintains adequate and correct accounts of the corporation’s properties and business transactions and renders reports and accountings as required. 4. As treasurer, the staff member may delegate, at the direction of the Executive Director, some or all of the powers and duties, including the functions of a chief financial officer, to an assistant treasurer whose job description, as a member of World Headquarters staff, includes such powers and duties. 254 Policy 11.10 Legal Counsel 1. The corporation retains legal counsel to represent Toastmasters International as needed, including an attorney or law firm to serve as general counsel in one or more fields of practice. 2. The Executive Committee selects general counsel on the recommendation of the Executive Director. 3. Only the International President and Executive Director refer matters to legal counsel. 4. Other legal counsel, in areas such as patent, trademark, litigation, and employment, may be engaged on behalf of the corporation by the Executive Director. 5. Legal counsel is engaged on financial terms determined by agreement between the Executive Director and, if the matter involves the Executive Director, the International President. 255 Policy 11.11 Board of Directors Conflict of Interest 1. Purpose A. The purpose of this policy is to protect Toastmasters International’s interests when it is contemplating entering a transaction that might benefit the private interests of a director, a corporate officer, the top management or top financial official, a key employee (defined in the Acknowledgment and Financial Interest Disclosure Statement), a person with substantial influence over Toastmasters International, or another interested person. B. 2. The Board oversees an annual review of the administration of this conflict of interest policy. I. The review may be written or verbal. II. The reviewers consider the level of compliance with the policy, the continuing suitability, and whether the policy should be modified, improved and updated. Definitions A. B. “Insider” refers to a person with substantial influence over Toastmasters International. I. Each member of the Board or other governing body is an insider. II. The president, chief executive officer, chief operating officer, treasurer and chief financial officer, executive director, or any person with the responsibilities of any of these positions (whether or not the person is an officer of Toastmasters International under the Bylaws and the California Corporations Code) are insiders. III. Any other person whom the Board, based on the facts and circumstances, determines to have substantial influence over Toastmasters International is an insider. Such persons include the founder, a substantial contributor, a person with managerial authority, or a person with control over a significant portion of Toastmasters International’s budget (such as a key employee). IV. Any person who met any of the above definitions at any time during the five years before the proposed transaction is an insider. “Interested person” refers to insiders and the following: I. Spouses, ancestors, children, grandchildren, great-grandchildren, brothers, sisters, and the spouses of their children, grandchildren, greatgrandchildren, brothers, and sisters of any insider. 256 Policies and Protocol Policy 11.11: Board of Directors Conflict of Interest II. Any entity in which any combination of insiders owns more than 35 percent of the combined voting power, if the entity is a corporation; profits interest, if a partnership; or beneficial interest, if a trust or estate. C. “Interest” refers only to those financial commitments, investments, obligations, economic benefits, or other relationships between an interested person and Toastmasters International that are subject to Internal Revenue Code Section 4958, California Corporations Code Sections 5233 through 5236, or any other applicable federal, state, or local law or regulation governing conflicts of interest or fiduciary duties that require any action by Toastmasters International. D. “Person” refers to any individual or entity, including a trust, estate, partnership, association, company, or corporation. E. “Transaction” refers to any transaction, agreement, or arrangement between an interested person and Toastmasters International, or between Toastmasters International and any third party where an interested person has an interest in the transaction or any party to it. Transactions specifically identified as presenting no conflict of interest by applicable law, or by a Toastmasters International policy or protocol, to govern certain similar transactions and impartially administered, are excluded from the term transaction for purposes of this policy. Toastmasters International does not engage in any transaction prohibited by law. 3. Process A. B. Each interested person discloses to the Board or Executive Committee or other Board committee empowered to approve a specific transaction or type of transaction, in either case, (“Committee”), all material facts regarding his, her, or its interest (including relevant affiliations) in the transaction. I. The interested person makes that disclosure promptly upon learning of the proposed transaction. II. Insiders make disclosures on behalf of interested persons related to them unless the related interested person does so. III. Committee powers and procedures depend on state corporate law and the authority properly delegated to the Committee by the Board. With regard to an interested person, the Board or Committee determines if a conflict of interest exists. The insider and any other interested person involved with the transaction is not present during the Board or Committee’s discussion or determination of whether a conflict of interest exists, except as provided below. 257 Policies and Protocol Policy 11.11: Board of Directors Conflict of Interest 258 C. The Board or Committee follows the process below to decide what measures are needed to protect Toastmasters International’s interests in light of the nature and seriousness of the conflict, to decide whether to enter the transaction and, if so, to ensure that the terms of the transaction are appropriate. D. An insider who is a voting member of the Board does not vote on any transaction in which that insider has an interest, and the remaining Board or Committee members decide the matter. E. The Board or Committee asks questions of and receives presentations from the insiders and any other interested person but deliberates and votes on the transaction in their absence. F. The Board or Committee ascertains that all material facts regarding the transaction and the interested person’s conflict of interest have been disclosed to the Board or Committee and compiles appropriate data to ascertain whether the proposed transaction is fair and reasonable to Toastmasters International. G. After exercising due diligence, which may include investigating alternatives that present no conflict, the Board or Committee determines whether the transaction is in Toastmasters International’s best interest, for its own benefit, and whether it is fair and reasonable; a majority of disinterested members of the Board or Committee may approve the transaction. H. Decisions regarding a voting member of the Board with a material financial interest in a transaction may be made initially by a Committee in which case it is not reasonably practicable to obtain advance Board approval, but must be ratified by the Board at the following meeting. I. If the transaction does not involve a voting member with a material financial interest, the transaction may be approved by the Board or Committee by majority vote of those present at a meeting for which quorum requirements have been met. J. The minutes of any meeting of the Board and any Committee contain the name of each interested person who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Board or Committee who were present during the debate on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board or Committee and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that were approved and the date they were approved. Policies and Protocol Policy 11.11: Board of Directors Conflict of Interest K. Each director, corporate officer, top management official, top financial official, and key employee and others that Toastmasters International identifies annually signs a statement that affirms that the person has received, read, understands, and agrees to comply with this conflict of interest policy and that discloses the person’s financial interests and family relationships that could give rise to a conflict of interest. L. All such statements by directors and officers are filed with the minutes of the meetings of the Board or Committee; statements by others are retained in their personnel files. M. If the Board has reasonable cause to believe that an insider has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the Board or Committee determines that the insider has failed to disclose an actual or possible conflict of interest, the Board or Committee takes appropriate disciplinary and corrective action. N. In situations in which a transaction involving a conflict of interest is discovered after it has already occurred or begun, the Board or Committee conducts a review as described above and determines whether disciplinary or corrective action is possible or warranted. In appropriate cases, the Board or Committee may determine that ratification of the transaction is in Toastmasters International’s best interest, for its own benefit, and is fair and reasonable. 259 Policy 11.12 Board of Directors Conduct 1. All Board members’ actions and communications are to be ethical and consistent with Toastmasters International’s Bylaws, policies, protocols, mission, vision, and values. 2. Board members do not support, aid, facilitate, invite, or condone anyone or anything that interferes with or is detrimental to the programs, proceedings, or affairs of Toastmasters International. 3. Violations include, but are not limited to, a breach of Board confidentiality; harassment; discrimination; illegal, dishonest, or unethical behavior; failure to uphold Toastmasters International’s Bylaws, policies or protocols; and undermining a decision of the Board. 4. Disciplinary measures include, but are not limited to, a warning; a reprimand; correction of the infraction; commitment to non-recurrence; acknowledgement of the infraction or violation; apology to affected parties; private or public censure from the Board; suspension of Board Forum access; curtailment of specific nonessential Board activities; non-reimbursement of expenses; removal of district visit privileges; financial restitution to persons affected or to the organization for costs of the disciplinary process; suspension of Board privileges for a specific time, retaining only voting and corporate rights; and removal from good standing, thereby ending the person’s membership and disqualifying the person from continuing to serve on the Board. 5. Disciplinary action for a violation is based on the severity of the offense: A. A level-one violation is a minor infraction. I. The Executive Director investigates a level-one violation and consults with the International President. II. The Executive Director and/or International President engage in disciplinary communication (oral and/or written) to the Board member. III. If correctable, the Board member acknowledges the infraction and corrects it. IV. If not correctable, the Board member acknowledges the infraction and commits to non-recurrence. V. The Executive Director and/or International President advise the Executive Committee of the situation; the Executive Committee reports the matter to the Board. 260 Policies and Protocol Policy 11.12: Board of Directors Conduct VI. B. C. The Board member may make a single appeal to the Executive Committee only (not to the Board) within 10 days of the disciplinary communication. A level-two violation is a medium violation. I. The Executive Director investigates a level-two violation and consults with the International President. II. The Executive Director and International President consult with the Executive Committee. III. The International President determines, in consultation with the Executive Committee, appropriate disciplinary measures; the Executive Committee reports the matter to the Board. IV. The International President engages in a disciplinary communication (oral and written) to the Board member. V. The Board member commits to non-recurrence. VI. The Board member may make a single appeal to the Executive Committee only (not to the Board) within 10 days of the written disciplinary communication. A level-three violation is a severe violation. I. The Executive Director investigates a level-three violation and consults with the International President. II. The Executive Director and International President consult with the Executive Committee. III. The International President determines, in consultation with the Executive Committee, appropriate disciplinary measures, up to and including a hearing to consider removal of the Board member’s good standing. IV. The International President presents the situation and the Executive Committee’s recommendations to the Board. V. If the Board decides to proceed with a hearing to consider removal of the Board member’s good standing, appropriate procedures are followed. VI. If the Board decides not to proceed with a hearing to consider removal of the Board member’s good standing, the International President engages in disciplinary communication (oral and written) to the Board member, including appropriate disciplinary measures, as decided by the Board. 261 Policies and Protocol Policy 11.12: Board of Directors Conduct 6. If a Board member repeats an infraction or violation of the same level, the disciplinary process may move to the subsequent level at each occurrence. 7. If the International President is believed to have committed an infraction or violation, the International President-Elect performs the functions of the International President described above. 8. When a member of the Executive Committee or Board is believed to have committed an infraction or violation, the member may attend and speak during the body’s discussion of the matter but may not vote on the matter and is excused from the meeting during the final deliberations and vote. 262