EXHIBIT A

Constitution and By-Laws

The Leo Club of ____________ _

STANDARD LEO CLUB CONSTITUTION

ARTICLE I

Name: The name of this organization is the Leo Club of

ARTICLE II

Purpose

To promote service activities among the youth of the community which will develop the individual qualities of Leadership, Experience and Opportunity. To unite its members in friendship, fellowship and mutual understanding.

ARTICLE III

Sponsorship

1. This club is sponsored by the Lions Club(s) of ______ ~ but it is not a part thereof, and neither this club nor any of its members has any rights or privileges pertaining to said Lions club (s) or membership therein.
2. The entire operation of this club shall be guided and supervised by the Lions Club of ___________ . Such guidance and supervision shall be exercised in one of the following ways, the choice to be a joint decision of the sponsoring Lions club(s) and the Leo club.
3. The presence of one or more members of the sponsoring Lions club at every meeting of the Leo club or its board of directors; or
4. By a monthly joint meeting of three representatives of each club, to discuss mutual interests and plans, and to review actions taken by the Leo club and/or its board of directors. In the event of disagreement between the representatives, the ultimate decision shall rest with the sponsoring Lions club;
5. By submitting for approval within 15 days by Leo club officers a specific report or copy of minutes of any meeting held to the sponsoring club secretary or authorized delegate or representative. The sponsoring club then has the prerogative to call for a meeting between three representatives of the Leo club and three representatives of the sponsoring club to discuss items of mutual interest or plans. In the event of disagreement between the representatives the ultimate decision shall rest with the sponsoring Lions club.
6. If the operation of this club shall depend, in any way, upon the cooperation of any school officials, then all school policies and regulations as interpreted by such officials shall be faithfully observed by this Leo club and its members.

ARTICLE IV

Projects

1. Subject to the provisions of Article III, this club shall plan and implement, with its own manpower, service projects within its community. Full responsibility for such projects shall rest in this club except where the same is shared in a joint project with another Leo club or other organization.
2. Projects shall be financed with funds raised by this club, provided, however, that no funds shall be solicited from any individual, business or organization in the community without giving something of value in return therefore.
3. This club shall not:
4. Solicit or accept more than occasional financial assistance from the Lions Club of ____ or any member thereof;
5. Solicit financial assistance from any non-sponsoring Lions club;
6. Solicit financial assistance from any other Leo club.
7. No portion of the net income resulting from any financial program in which funds are raised from the public shall be used directly or indirectly to benefit this club or any member thereof.

ARTICLE V

Membership

1. Membership shall be granted in a Leo club to any person who possesses good character, who shall be deemed eligible by the Leo club committee of the sponsoring Lions club or clubs. Wherever the male gender or pronoun presently appears in the Standard Leo Club Constitution and By Laws, it shall be interpreted to mean both male and female persons.
2. Classes: Membership in this Leo club shall be as follows:
3. Active: A member entitled to all rights and privileges and subject to all obligations which membership in a Leo club confers or implies. Without limiting such rights and obligations, such rights shall include eligibility to seek, if otherwise qualified, any office in the Leo club and in the Leo district or multiple district of which the club may form part and right to vote on all matters requiring a vote of the membership; and such obligations shall include regular attendance, prompt payment of dues; participation in Leo club activities, and conduct reflecting a favourable image of the Leo club in the community.
4. Member-at-Large: A member of this Leo club who has moved from the community, or because of health or other legitimate reason, is unable regularly to attend Leo club meetings and desires to retain membership in the Leo club, and upon whom the board of directors of the Leo club desires to confer this status. This status shall be reviewed each six months by the board of directors of the Leo club. A member-at-large shall not be eligible to hold office or to vote at Leo district or multiple district conferences but shall pay such dues as the Leo club may require.
5. Alpha membership: A member of the Leo club who is 12 years of age to 18 years of age.
6. Omega membership: A member of the Leo club who is 18 years of age to 30 years of age.
7. Termination: Membership in this Leo club shall cease and terminate automatically upon:
8. Reaching an age one year greater than the maximum age limit.
9. Termination of existence of this Leo club as provided in Article XV.
10. Vote therefore of no less than two-thirds (2/3) of all members in good standing.
11. Transfer Membership: This Leo club may grant membership on a transfer basis to a Leo who has terminated or is terminating membership in another Leo club, provided that:
12. A notification for transfer of membership is received by the new Leo club, with a copy to the sponsoring Lions club secretary, from the Lions club sponsoring the former Leo club, within six months following the date of termination of membership in the former club;
13. such termination was in good standing; and
14. the age of the transferring member falls within the established age range applying to the new Leo club. If more than six months have elapsed between termination of membership in a Leo club and application for transfer to another Leo club, an applicant may acquire membership in this Leo club only under the provisions of Section A of this Article V.
15. Each Leo club shall declare itself as either an Alpha Leo club or an Omega Leo club by reporting to the Leo Club Program Department at International Headquarters.

ARTICLE VI

Meetings

1. Club Meetings:
2. Regular business meetings of this Leo club shall be held no less than twice in each month, and preferably once in each week, at time and places set forth in the by-laws.
3. The club president may at any time call, or upon written request to him/her by no less than ten (10) members in good standing, a special meeting of the club. Such call may be given verbally or in writing, but it shall be given to each member in good standing and shall designate a time and place convenient to such members and the purpose of such meeting. Such notice, if written, shall be considered as given when mailed or sent electronically to a member at his/her address as shown on the club records at the time of mailing.
4. Quorum: The presence in person of a majority of the members in good standing shall be necessary for a quorum at any regular or special meeting of this club.
5. Board of Directors Meetings:
6. Regular business meetings of the board of directors shall be held at times and places as provided in the by-laws but in no event less than once each month.
7. The president may at any time call, and upon the written request of any members of the board shall call, a special meeting of the board. Such call may be given verbally or in writing but it shall be given to every member thereof, and shall designate a time and place convenient to such members and the purpose of such meeting. Such notice, if written, shall be considered as given when mailed or sent electronically and addressed to the member at his/her address shown on the club records at the time of mailing.
8. The presence in person of the president or vice president and any three (3) other members of the board shall be necessary for a quorum at any regular or special meeting of the board.
9. Any member of this Leo club in good standing shall have the right to attend any regular or special meeting of the board of directors, but no such member may speak at any board meeting except by consent of the board.

ARTICLE VII

Officers

1. The officers of this Leo club shall be a president, vice president, secretary and treasurer and such other officer(s) as may be provided in the by-laws. Officers shall be members in good standing and shall serve for a term of one (1) year or until their successors have been elected and qualified. No member may hold two (2) offices simultaneously.
2. In the event of a vacancy in the office of Leo president, the term may be extended, but not beyond three years.
3. Unless specifically provided otherwise in this constitution, the duties of the officers shall be those assigned to their respective offices under Robert’s Rules of Order, Newly Revised.

ARTICLE VIII

Board of Directors

Subject to the provisions of Article III

1. The control and supervision of the business and affairs of this club shall rest in a board of directors composed of all officers of the club and three (3) directors elected from the members in good standing.
2. The board of directors, through the club officers, shall be responsible for the execution of the policies approved by the club. All new business and policy of this club shall be considered and shaped, first, by the board of directors for presentation to and approval by the club members at a regular or special club meeting.
3. The board of directors shall have general control over all committees and officers, may override the decision or action of any officer, and for good cause, may declare any office vacant and appoint a member in good standing to fill any unexpired term thereof.
4. The board of directors shall present an annual report of its operations to the club membership and to the sponsoring Lions club.

ARTICLE IX

Elections

Elections of officers and directors shall be held at times and in accordance with procedures deemed proper by the ____________________ Committee of the Lions Club of ———————-‘ but in on election shall a vote greater than a simple majority of the votes cast be necessary for election.

ARTICLEX

Committees

The by- laws shall provide for finance, project and such other standing committees as may be deemed necessary for administration of the club. The president, with the approval of the board, may appoint such special committees as he/she deems necessary from time to time.

ARTICLE XI

Fees and Dues

1. This club shall charge such additional fees and dues as the Lions Club of_ shall deem proper to meet administrative costs of the Leo club, including the amount of any annual payment due Lions Clubs International by the sponsoring Lions club, which amount may be reimbursed by the Leo club to the sponsoring Lions club.
2. Any member who shall owe this club any monetary obligation at the time of any vote at any regular or special meeting, or at any other time at which the question of good standing is raised, shall automatically forfeit the privilege of voting by virtue thereof and be considered for all purposes as not in good standing so long as said obligations remain unpaid.

ARTICLE XII

By accepting membership herein, each member of this club thereby agrees to uphold and be bound by the provisions of the constitution and by-laws of this club.

ARTICLE XIII

By-Laws

The board of directors of this club shall present, and the members in good standing of this club shall adopt, such by-laws as are deemed necessary to the efficient operation of this club; provided, however, that all such bylaws shall be consistent with the provisions of this constitution. Any bylaws, or amendments thereto or repeal thereof, which shall contravene any provision of this constitution shall be null and void and of no effect.

ARTICLE XIV

Emblem

1. The emblem of the Leo Club International Program and Leo clubs shall be two lion heads facing outwards from each other divided by a vertical bar with the letters LE O from top to bottom.
2. The emblem of Leos Clubs International shall be preserved for the exclusive use and benefit of Leo club members. Each member of this club shall be entitled to wear or otherwise display the same in a dignified and appropriate manner during the period of his/her membership. A member shall relinquish such entitlement upon termination of his/her membership or termination of this club.

ARTICLE XV

Duration

1. This Leo club shall cease to exist upon the first to occur of the

following:

1. Vote of this club to terminate.
2. Receipt by the Leo Club Program Department at Lions Clubs

International Headquarters of notice of withdrawal of sponsorship by the Lions club of _____ via Leo Club Termination Form.

3. Receipt by the club president or vice president of written notice of revocation of Certificate of Organization of this club as a Leo club by Lions Clubs International
4. By virtue of termination, provided in Section A, all rights and privileges relating to the Leo name and Leo emblem shall thereon be relinquished and surrendered by this club and its members, individually and collectively.

ARTICLE XVI

Parliamentary Authority

Unless specifically provided otherwise in this constitution all questions of parliamentary procedure in the operations of this club shall be governed by Robert’s Rules of Order, Newly Revised.

ARTICLE XVII

Amendments

This constitution may be amended only by action of the board of directors of Lions Clubs International and all amendments when adopted shall automatically amend and become provisions of this constitution.

ARTICLE XVIII

The fiscal year of this club shall run from July 1 to June 30.

STANDARD LEO CLUB BY-LAWS

ARTICLE I

Elections

1. Election of officers and directors of this club shall be held annually prior to ______ . Those elected shall take office on July 1 following their election.
2. Nominations of officers shall be made either in writing or from the floor. Candidates shall be voted upon at the regular meeting following the meeting at which nominations are made. Voting shall be by secret ballot. Those candidates receiving a majority of the votes cast by the members present and in good standing shall be elected.

ARTICLE II

Fee and Dues

1. Each new member shall pay an admission fee of$ __ _
2. Each member shall pay annual dues of$ ___ _
3. No other assessment of members shall be made for any purpose whatsoever.

ARTICLE III

Committees

1. The president, with the approval of the board of directors, shall appoint the following standing committees:
2. Finance. This committee shall be responsible for determining ways and means of financing any and all club operations and projects.
3. Project. This committee shall be responsible for initiation and implementation of club community projects.
4. No committee composed solely of members of this club shall take any action to effect its plans until the same have been approved by a majority of the votes cast at a duly constituted club meeting.

ARTICLE IV

Amendments

1. These by-laws may be amended at any regular or special meeting of this club, but only upon the affirmative vote of a majority of all members in good standing, provided: (1) notice of the respective amendment or amendments and the meeting at which such amending vote is to be taken is given at least fourteen (14) days prior thereto at a regular meeting at which a quorum is present, and (2) such amendment or amendments is approved by the Lions Club of ________ _

B. Any provision of these by-laws which conflicts with the constitution of this club shall be null and void and of no force or effect. (Such other provisions as may be necessary to the efficient operation of the club.)