Bylaws Proposal Up For Ratification at the

2022 Civitan International Convention in San Antonio, Texas

The Civitan International Board of Directors approved the appointment of an ad hoc committee in the summer of 2019 to review the organization’s governance documents.  Changes to Civitan International’s Articles of Incorporation were ratified in 2021.  Additional committee members from Canada, Europe and South Korea were added to the governance documents committee in 2022.  Still, the organization’s bylaws are outdated, not in compliance with Alabama non-profit law, and also very rigid – which some say doesn’t allow for growth and sustainability in today’s world.

This year, the committee started with the proposal from 2021 and left in everything that was considered non-controversial.  Examples of that would be: allowing each member to vote, adding indemnification language to protect the organization’s officers and allowing for hybrid conventions.  Through Civitan International Board of Directors discussions, it became clear that some of the more debated items of last year needed to be included, but with more details and some added information about how it would look in everyday Civitan life.  The board guided the committee to include those items.

The governance documents committee formally recommended the new proposal at a Civitan International Board of Directors meeting on 3/19/2022.  The proposal was approved by the board with one amendment, meaning it will be before membership for ratification at the 2022 Civitan International Convention in San Antonio. 

Overview of Proposal:

• The “associated” membership class is expanded and can spur new club/membership platforms.

• Each member in good standing at the international convention receives a vote in business matters.

• International conventions may be hybrid; in-person and online.

• Some portions of the election sections are updated to adhere to Alabama non-profit law.  There were even more revisions to that law that went into effect in January 2022 that needed to be addressed recently.

• The internal organizational structure will rely on current regions with leadership councils to support and manage local clubs in the United States.  This retains the current size and makeup of the board (in the United States). 

• The document allows for clubs outside the U.S. to operate under a different system with no board representation.  But it allows the freedom for these clubs to structure themselves within certain operating guidelines to abide by their respective countries’ laws and traditions.  Due to this, the proposal puts forth the idea that 11 people will serve on the Civitan International Board – one for each region, the President, the President-Elect, the Immediate Past President, and the Chief Executive Officer (non-voting member). 

• The board of directors’ section that now conflicts with the revised Articles of Incorporation (ratified in summer 2021) regarding officer removal is now aligned under the proposal.

• The document allows for a member/volunteer to serve in the role of treasurer of the organization for better checks and balances. 

• Regarding dues, there is an opportunity of a “cost of living adjustment” based on the annual change to the CPI-U to international dues for American clubs, with a cap of 2%.  This only allows the chance for the CI Board to do this, and it is NOT an automatic increase.  Any increases to dues over 2% must be ratified by membership.

• A club remittance for regional operations will replace district dues.  This will go towards trainings, new resources and efforts like media campaigns in specific areas of the region.

• Bylaws amendments can still be proposed by clubs and regions but must be submitted to a board member who will submit it to discuss at a board meeting.  From there the proposal will be vetted by a Bylaws Committee who will recommend or not recommend its approval to the Civitan International Board of Directors.  The Board gets the final vote on whether the item is placed on the ballot. 

Were there any items that were in last year’s proposal that were NOT included in this one?

Yes.  Last year’s proposal included a board seat for an International Division, which would represent every club outside North America.  That is not included this year, due to the plan mentioned above for clubs outside the United States.  It’s thought that these clubs would have an advisory council that would meet virtually a few times a year to share thoughts with the CI Board as to items that needed to be addressed globally. 

Also, last year’s proposal included the idea of a smaller board specifically in the United States.  That is not the case this year.  The same seven board seats that cover the same geography respectively will go forward under this new proposal.  So, for instance, Region One will still be clubs in Alabama, Mississippi, Louisiana, and parts of West Florida.  Region Two will still be clubs in South Carolina, Florida and Georgia.