1

TWENTY-SEVENTH DISTRICT

of

QUOTA INTERNATIONAL, INC.

BYLAWS AND RULES OF PROCEDURE

2011-2012

BYLAWS

ARTICLE I

NAME

The name of the district shall be Twenty-Seventh District of Quota International, Inc., and shall be hereinafter referred to as District.

ARTICLE II

AUTHORITY

The authority of the District is derived from the Bylaws and Rule of Procedure of Quota International, Inc., Article VI (Section 3. Divisions) and Article XV, and the Articles of Incorporation of the District filed in the State of Florida, Document No. N08000009843.

Quota International, Inc. shall hereinafter be referred to as Quota International or International.

ARTICLE III

PRECEDENCE

In case of conflict between the Bylaws and Rules of Procedure of Quota International and the Bylaws and Rules of Procedures of the District, the Bylaws and Rules of Procedure of Quota International shall take precedence.

All regulations concerning districts in the Bylaws, Rules of Procedure and Charter of Quota International shall be equally considered as part of the Bylaws and Rules of Procedure of the District.

ARTICLE IV

MISSION STATEMENT AND OBJECTS

The business, mission, and objects of the District shall be to conduct such district business in support of the district clubs, support Quota International service goals, conduct an annual district meeting, conduct an annual Quota Training Seminar, and call special district meetings as required.

ARTICLE V

GENERAL POLICIES

A.All policies of the District shall be nonpartisan, nonsectarian, and without racial or gender discrimination.

  1. The District shall not endorse or recommend a candidate for public office.
  2. The District shall not become a member of other clubs or a federation of clubs, but may cooperate with organizations whose objectives are similar.

ARTICLE V1

SERVICE

In addition to the Quota International two unified service programs, Hearing and Speech (Shatter Silence) and Disadvantaged Women and Children, the District and its member clubs may create and develop service programs relating to each of these general areas.

ARTICLE VII

DISTRICT DEFINED

  1. The purpose of the District is to further the work of Quota International.
  2. The District, created by the board of directors of Quota International shall consist of all Quota Clubs located within its boundaries. Boundaries for the District as established by the board of directors of Quota International encompass the State of Florida.
  3. The membership of the District shall consist of the members of the district clubs and members-at-large residing within the District’s defined boundaries.

ARTICLE VIII

MEMBERSHIP CLASSIFICATIONS

There are two classifications of membership.

  1. Active: Active membership shall be held by any person willing to commit their time, talents, and resources to further Quota International’s service goals and are members of a district club.
  2. Member-at-Large:
  1. May be extended to any active member living in a location that does not have a Quota club.
  2. Shall continue to pay Quota International dues and if the member resides in the District, district dues.
  3. Shall be able to attend international convention, district conference, and area meeting as a member.
  4. May not hold office at the District or International level.
  5. When transferring to a district club, shall not be subject to an initiation fee.

ARTICLE IX

DISTRICT OFFICES

Section 1. Officers Named

A.Elected Officers. The elected officers of the District shall be the governor and the lieutenant governor.

  1. They shall be elected at district conference for a term of one year. They can be removed from office only with the consent of a majority of the clubs of the District.
  2. They shall only be eligible for two terms. These terms do not have to be consecutive but the district officers will serve until their successors are elected.
  3. They shall not be members of the same club.
  4. No president of an individual Quota club shall be eligible for election to office as governor or lieutenant governor of the District while serving as president of the club.

B.Appointed Officer.

  1. The secretary-treasurer shall be appointed by the governor.
  2. If the secretary-treasurer is unable to perform the duties, the governor shall appoint another secretary-treasurer to serve the unexpired term of office.

C.Eligibility.

  1. To be eligible to serve as a governor or lieutenant governor, a member must be an active member.
  2. To serve as governor or lieutenant governor, a member must be a past president of a Quota club.
  3. To serve as governor or lieutenant governor, a member must be an active member in good standing whose attendance and/or dues have not been waived.
  4. In the event the club to which a district officer belongs is not in good standing according to Quota International Bylaws, Article XII, Sec. 3.A, and/or for failure to pay district financial obligations, that officer would be prohibited from presiding at all meetings, including Quota Training Seminar and District Conference, and from voting at district conference and the international convention.

D.Nominations and Elections.

Section 1. Nominations

  1. Any club may nominate one of its own members who meet the eligibility requirements for a district office.
  2. The nominees shall not be from the same club.
  3. Any club wishing to propose the name of a member of any other club for district office shall obtain the written endorsement of the club to which the member belongs.
  4. Notice of the nomination for all officers are to be prepared and sent to all district officers and district clubs no later than a date established by the district officers.

Section 2. Elections

  1. Election of district officers shall be by ballot at conference, and a majority vote shall elect.
  2. When there is only one nominee for each district office, the ballot may be dispensed with and the officers elected viva voce.

E.Duties.

  1. The Governor Shall:
  1. Preside at district conference and other meetings of the District;
  2. Call a special meeting of the District upon the written request of at least three clubs;
  3. Perform such duties as are prescribed by these bylaws or by the board of directors of Quota International;
  4. Attend the Quota International convention as the official representative of the District and meeting of district governors and the international board of directors at the convention;
  5. Attend the governors seminar when called by the president of Quota International;
  6. Attend at least one business meeting with each club in the District, or request that the lieutenant-governor perform this duty;
  7. At district conference, appoint one member of a nominating committee; two additional members shall be elected at the conference. Said committee of three, no two of whom shall be from the same club, shall serve until the next district conference and shall receive from the clubs in the District nominations for governor and lieutenant governor and shall present a report at the district conference; and
  8. Transmit at the conclusion of the term all property and monies of the District to the newly elected governor not later than thirty days after the close of the district conference.
  1. The Lieutenant Governor Shall:
  1. Act in the absence or inability of the governor to serve.
  2. Become governor in the event of a vacancy in the office of governor.
  3. Perform the duties of this office as they may devolve or be assigned by the governor or the board of directors of Quota International.
  1. The Secretary-Treasurer Shall:
  1. Keep all records.
  2. Receive and disburse all funds of the district.

F.Vacancies in District Offices:

  1. In the event of a vacancy in the office of the governor, the lieutenant governor shall become the governor and the international president shall appoint a lieutenant governor. If the lieutenant governor is unable to fill said vacancy, the international president shall appoint both the governor and lieutenant governor.
  2. In the event of a vacancy in the office of lieutenant governor, the international president shall appoint a lieutenant governor.
  3. In the event of a vacancy in the office of secretary-treasurer, the governor shall appoint a secretary-treasurer to serve out the remaining term.
  4. A person serving six months to fill a vacancy shall be deemed to have served a full term.
  5. In the event the District is unable to propose and elect a slate of officers, then the international president shall appoint a secretary-treasurer for a term of one year to manage the District and serve as the district representative for that year.

Section 2. Reports

The governor, lieutenant governor, and secretary-treasurer shall present written reports to the district conference.

ARTICLE X

COMMITTEES

A.Committees Classified.

  1. There shall be two classes of committees – standing committees (administrative and service) and special committees.
  2. The governor shall be an ex officio member of all committees, except the nominating committee.

B.Appointment.

  1. The chairs of all committees, both standing and special, shall be appointed by the governor, except the chairman of the budget committee who shall be the secretary-treasurer. The governor may delegate committee member selection to the committee chairman with the selections being subjected to the governor’s approval.
  2. Special committees may be authorized by the governor as required.
  1. Standing Committees- The duties of the standing committees shall be set forth in the rules of procedure.
  1. Budget and Finance. The treasurer shall be the chair.
  2. Bylaws and Rules of Procedure
  3. Audit
  4. Nominations
  5. Development and Growth

D. Special Committees/Task Forces.

  1. Special Committees/Task Forces.
  1. Special committees/task forces may be appointed by the governor as deemed necessary for special projects and study
  2. Special committees/task forces shall serve until the work assigned has been completed and shall then be automatically dissolved.

ARTICLE XI

DISTRICT CONFERENCE AND MEETINGS

  1. Meetings Held. The District shall hold an annual conference and training seminar of the clubs in the District at such time and place as may be determined by the governor. Other district meetings may be held. If business is to be transacted at any meeting other than the annual conference, notice to the clubs must be sent at least thirty days prior to the meeting.
  1. Voting Body. The voting body of the district conference shall be the governor, lieutenant governor, and secretary-treasurer, any current international officers and past presidents of Quota International residing within the District, and not more than two delegates from each club in good standing.
  1. Quorum. The quorum for the district conference shall be a majority of the clubs in the District.
  1. Conference fee. The conference chair with the consent of the district governor shall establish the conference fee.

ARTICLE XII

DISTRICT FINANCING

A.Annual dues for each club member shall be payable to the District and the amount shall be determined by the member clubs in the District at conference.

B.To be in good standing at conference and permitted to vote, the clubs shall pay member district dues based on the club census on January 1st by a date set by the District.

C.An annual district assessment may be levied. Such assessment must have previous approval at conference by a majority of the clubs.

ARTICLE XIII

FISCAL YEAR

The fiscal year of the District shall be from May 1 through April 30.

ARTICLE XIV

LAW GOVERNING

In the event a law of the State of Florida, or any other such governmental body in which the District is situated conflicts with these bylaws, the District is bound by the law of its jurisdiction.

ARTICLE XV

AMENDMENTS

District Bylaws and Rules of Procedure may be adopted, amended or repealed by a majority vote of the voting body at a conference or at a special meeting called by the governor provided a previous notice of at least thirty (30) days is given to the clubs. They may be amended or repealed by a two-thirds vote without previous notice. Amendments will become effective at the conclusion of the meeting at which they are adopted. District Bylaws and Rules of Procedure remain in effect until they are amended or repealed.

ARTICLE XVI

CHANGES WITHOUT AMENDMENT

Grammatical, punctuation and correlation corrections to these Bylaws and Rules of Procedure, which in no way alter the intent of the respective bylaw or rule of procedure, shall be an administrative function and require no vote. The district secretary-treasurer shall be notified to make such changes.

ARTICLE XVII

PARLIAMENTARY AUTHORITY

Roberts Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the Certificate of Incorporation, the Bylaws and Rules of Procedure of Quota International, Inc. and the Bylaws and Rules of Procedure of the District.

RULES OF PROCEDURE

The title “Rules of Procedure” indicates the purpose for which such rules are adopted. They are standing rules to implement bylaws. Rules of Procedure are intended only for procedural direction and are not meant to interpret or to add to the bylaws. Rules of Procedure shall be adopted, amended, or repealed by the annual conference per Article XV of the Bylaws, and are as binding as bylaws.

RULE I

NOMINATIONS

Article IX D.2. Elections

Article IX, E.1.g. Duties of Governor

A.Nominating Procedure

  1. At district conference, the Governor shall appoint one member of a nominating committee; two additional members shall be elected at the conference. No two members shall be from the same club. .
  2. The Governor shall not be a member of this committee.
  3. The approval of the club of which the nominee is a member, and the consent of the nominee to serve if elected must be secured before a name is submitted to the nominating committee.
  4. A district officer consenting to serve a second term may be nominated by any club in the district. Any club wishing to propose the name of a member of any other club for district office shall obtain a written endorsement of the club to which the member belongs.
  1. Nominating Committee. Rule VI, A.1.

The Nominating Committee shall:

  1. Prepare and send out nomination forms November 1st.
  1. Receive nominations from the clubs for the offices of governor and lieutenant governor by March 1st.
  2. Consider each name submitted by a club and prepare a ballot consisting of one or more names for each office.
  3. In case no nominations are received, have the power to nominate candidates, after first receiving their consent to serve, if elected.
  4. Inform all nominees of their nominations.
  5. Send the slate of nominees to all clubs by April 1st.

RULE II

ELECTIONS

Article IX, D. Section 2. Elections

A.Election Procedure

  1. A majority vote of the eligible delegates present at the district conference shall be required for election, which shall be by ballot.
  2. If there is more than one (1) candidate for a district office voting will be by ballot, and the voting must be repeated until one candidate receives a majority vote. However, if there is but one candidate for each office, the ballot may be dispensed with and the officers elected viva voce (voice vote).
  3. Eligible delegates in the District shall be the three district officers and two delegates from each of the district clubs plus any current international officers and past international presidents residing in the District.
  4. A majority vote of those entitled to vote and voting shall constitute an election.

B.Term. Article IX, Section 1. A.1 and 2.

C.Eligibility. Article IX, Section 1. C.

D.Vacancies. Article IX, Section 1. F; Rule IX.

RULE III

District Officers

Article IX, Section 1.E.

A.Duties of District Officers

In addition to the duties outlined in Article IX, Section 1.E of the bylaws the district officers shall also be responsible for the following duties.

1.Governor

The governor shall:

  1. Appoint committee chairs as stated in Rule VIof the Rules of Procedure in a timely manner.
  2. Serve in an ex officio capacity on all committees except the nominating committee.
  3. Appoint a district parliamentary advisor for district conference.
  4. Personally communicate with every club in the district on a monthly basis.
  5. Personally communicate with the lieutenant governor and secretary-treasurer on a monthly basis.
  6. Copy the lieutenant governor and secretary-treasurer on all correspondence between clubs.
  7. Appoint the chairs of all conference committees at least one month prior to conference, except when a date for appointment is provided for in a bylaw or in a separate rule, sending them written confirmation and instructions for said committees.
  8. Purchase the gift for the international representative from district funds.
  9. Select the winner of the Jeanene Janes Award for outstanding club in the District, utilizing the data submitted by the presidents in the annual reports to Quota International. Rule IV, F.5.
  10. Select the winner of the Beatriz Scoop Award for the outstanding project for disadvantaged women and their children, the Laura Lahman Shatter Silence Award for outstanding project for the deaf, hard-of- hearing, or speech-impaired persons, and all other awards where the selection will be made based upon submissions from clubs desiring to be considered for these awards. Present the awards at the appropriate time during the installation banquet. Rule IV, F, 6.
  11. Select the Outstanding Quotarian of the Year, read the nomination letter submitted by the club, and present the pin at the appropriate time during the installation banquet.
  12. Appoint a member of the district to maintain the district’s website.

2.Lieutenant Governor

The lieutenant governor shall:

  1. Prepare the development and growth report for district conference. Rule V, G. and Rule VIII.
  2. Prepare the district newsletter and distribute to club presidents;
  3. Purchase the governor’s gift and present it at the installation dinner. Rule IV, D, 2.
  4. Plan and host the conference Lieutenant Governor’s Luncheon. Funding requirements, if any, shall be made known to the conference chairman for inclusion in the conference budget. The budget has to be completed prior to the sending of the call-to-conference and registration form to district members. Article IV, D.5.i.

3.Secretary-Treasurer

  1. Keep the records and disburse all funds of the district.
  2. Receive all monies received by the district and deposit into the district’s bank account.
  3. Prepare dues and assessment notices, sending them to the clubs no later than January 31st.
  4. Prepare dues notices, sending them to members-at-large.
  5. Prepare a monthly treasurer report/cash flow statement. To keep the governor and lieutenant governor informed on the financial status of the district, provide them with a copy no later than ten days after the end of the month.
  6. Prepare and give annual treasurer’s report at the district conference.
  7. Prepare and give the financial report covering the fiscal year, May 1st through April 30th, at the district conference.
  8. Prepare a treasurer’s book (3-ring binder) for the year and make available to the audit committee at the district conference. Typically the treasurer’s book shall contain:

1)Bank statements, cancelled checks or facsimiles of, deposit slips and bank receipts, monthly sheets showing income for each month with backup information, monthly sheets showing expenditures for each month with backup information, a general ledger and account ledgers (recommended), check book ledger, and other backup data if any.