These guidelines refer to the suggested New Zealand Kiwanis Club bylaws dated 21.6.1997.

These guidelines are directed at Kiwanis clubs in New Zealand. The purpose of the guidelines is three-fold:

To explain the difference between the new Kiwanis International Standard Form for Club Bylaws and the previous version of the Standard Form for Club bylaws. Comparison to the current bylaws of the individual clubs may or may not make sense depending on the age of the club's bylaws.

To explain the modifications in the suggested New Zealand club bylaws in comparison to the Kiwanis International Standard Form for club bylaws adopted by the Kiwanis International board of trustees on 1.5.1996 and amended to and including 24.6.96.

To provide added explanation of the consequences of some of the clauses for New Zealand Kiwanis clubs and thus draw attention to some of the considerations that New Zealand clubs may wish to make before adopting those clauses in their current form.

It is assumed that the reader has access to the Kiwanis International standard form for club bylaws adopted by the Kiwanis International board of trustees on 1.5.96 and amended to and including 24.6.97.

The New Zealand - South Pacific District board of trustees has discussed and recommended these club bylaws for adoption by the individual clubs. It is expected that each club will:

1) Appoint a person or special committee to read and understand the implications of the suggested bylaws and to draft the club's own bylaws. As a minimum, this will involve filling in the blanks on the suggested New Zealand club bylaws form.

2) Deliberate on and approve the draft club bylaws at a board of directors meeting.

3) If desired, the draft bylaws could be submitted to the local registrar of incorporated societies for a free opinion on acceptability. However, this takes time and has already been done for the draft bylaws of the Te Awamutu club which are not greatly different from the suggested New Zealand club bylaws.

4) Submit the draft for approval by the membership in accordance with the club's current requirements for amendments to bylaws (see existing club bylaws).

5) Submit two originals to Kiwanis International for approval. One of these originals will be returned to the club.

6) Submit the returned single-sided A4 original and a signed good photocopy to the local assistant registrar of incorporated societies. There is an assistant registrar in each of the 12 largest cities in New Zealand. The original and the photocopy must both be signed by at least three members of the club. The bylaws must be accompanied by a statutory declaration as described in the attached copy from the "Guide to the Incorporated Societies Act of 1908".

7) Have a ceremony to celebrate when the approved document comes back! Piece of cake.

General Comments:

In comparison to the previous standard form, there is extensive re-writing of the provisions, obviously intended to remove some opportunities for misunderstanding. Sections also have been renumbered in a more consistent fashion.

The changes also incorporate amendments approved at recent international conventions, including allowing North American clubs to meet only twice each month, allowing cross-membership with other similar service organizations and the new requirement that all clubs have the position of president-elect.

The changes suggested here are only for New Zealand clubs. The New Caledonian and French Polynesian clubs will need to do their own adaptations in their own language and within their own legal system. Appropriateness of these suggestions for the Port Villa club is unclear.

Where articles or sections have been deleted, subsequent sections have not been renumbered to make it easier to compare the suggested New Zealand form to the standard international form.

New Zealand Kiwanis clubs should be incorporated societies under the incorporated societies act of 1908 and be registered with the registrar of incorporated societies. This has been reflected in the suggested bylaws through the addition of the word 'Incorporated' at the end of the club name and in Article XXIV Section 4. The various requirements of an incorporated society have led to other changes in comparison to the Kiwanis International standard form. Anyone interested in knowing more about the requirements of the incorporated societies act is well advised to request the booklet A Guide to the Incorporated Societies Act 1908 available without charge from the New Zealand Department of Justice, Commercial Affairs Division.

Individual differences and modifications by Article:

Article III. Membership and Classification.

Section 1. All reference to the "privileged" membership class has been deleted. New privileged members have not been possible since 1963 - before the New Zealand - South Pacific District was started. This deletion also effects the following sections:

Article III, Section 5

Article III, Section 9 (deleted in entirety)

Article III, Section 10.a

Article V, Section 1

Article VI, Section 1

Article VI, Section 2

Article VII, Section 2

Article VIII, Section 1

Article XI, Section 5

Article XII, Section 2

Article XVIII, Section 1

Article XVIII, Section 2

Article XXIV, Section 1

Section 7.c. This clause, when strictly adhered to, would mean that a salaried employee who is laid off or fired from his/her job or a self-employed person who becomes bankrupt would become ineligible for continued membership. Individual clubs may wish to ameliorate the draconian wording of this section.

Section 7.d. The addition of "(if any)" with respect to the membership induction fee reflects the change to Article XVIII that makes it no longer a matter for the bylaws whether an individual club wishes to charge for induction or not. This addition also effects the following sections:

Article IV, Section 1.e

Article XVIII, Section 1

Section 10.b. Delete text about Kiwanis Magazine (which NZ members do not get).

Article IV. Admission to Membership and Resignation.

Section 1.b. The Kiwanis International standard form offers an alternative method of approving membership applications which is not common in New Zealand. This alternative is not recommended and has been deleted.

Article V. Discipline of Members.

Section 4. Various rights and privileges of members at both the club and district level are dependant on the member being "in good standing". The Kiwanis International standard form does not define what this status means. A definition has been inserted here; namely that a suspended member is not in good standing.

Section 5. In the past, members could only be removed for failing to meet financial obligations or failing to participate in club activities. The new Kiwanis International standard form has a new cause, "conduct unbecoming a Kiwanian", has been added, along with a procedure for such a complaint to be investigated and acted upon.

Article VI. Officers.

Sections 1 and 6. The new office of president-elect is provided for in the new Kiwanis International standard form. A club may chose to combine the post with the office of vice-president.

Section 1. Note that the suggested bylaws specify one vice-president whereas the Kiwanis International standard form allows multiple vice-presidents. The suggested club bylaws allow the previously common New Zealand practice of having two vice-presidents (one of whom served as the president-elect) to continue with only the names changed. The number of vice-presidents number may be modified if individual clubs have other requirements.

Section 1. The Kiwanis International standard form offers the possibility of having an assistant secretary and an assistant treasurer as officers of the club. As this is not common in New Zealand, this alternative is not recommended and has been deleted.

Section 2. Clubs should note this restriction that prohibits elected directors from also serving as officers. This would restrict past president, president-elect, etc. from serving as directors. Individual clubs with smaller membership may wish to modify this.

Sections 4.g, 4.h and 6.c: The wording in the Kiwanis International standard form requires both president and president-designate to attend the international convention - not a reasonable requirement given the cost. There is also reference to "district conferences" that has been changed to "divisional meetings" as the New Zealand - South Pacific District does not have district conferences other than the convention.

Section 5. The Kiwanis International standard form allows the option of having the vice-president preside at meetings in absence of the president. This is not recommended, given that a president-elect is now a required office and this option has been deleted.

Sections 9 and 10. The Kiwanis International standard form foresees a specified division of duties between the secretary and the treasurer which may not correspond to current practice in New Zealand clubs. Individual clubs may wish to modify the provisions of Sections 9 and 10 to reflect their individual realities. Specifically, Section 10, Paragraphs b and c make the "books" the responsibility of the secretary. The term 'books' would probably be normally be understood as synonymous with 'financial records' (refer Section 9, Paragraphs c and d) and would probably normally be handled by the treasurer. Section 9, Paragraph b and Section 10, Paragraph e should be examined in light of practice in the individual club regarding single or dual signatures on checks and which officers are permitted to sign or countersign.

Section 9.g. The Kiwanis International standard form offers the option of requiring the treasurer to post a bond. This alternative is not deemed necessary and has been deleted.

Section 10.j. The Kiwanis International standard form offers the option of requiring the secretary to post a bond. This alternative is not deemed necessary and has been deleted.

Article VII. Board of Directors.

Section 1. The Kiwanis International standard form allows the option for each club to set its own number of directors in the bylaws. A minimum of five is required by Kiwanis International bylaws and this has been reflected in the suggested club bylaws. A club wishing to have more than 5 directors could increase the number without a bylaw change.

Section 3. The Kiwanis International standard form offers three alternative possibilities for the term of office of directors. Alternative 1 reflects the most common New Zealand practice and the others have been deleted.

Section 4. The Kiwanis International standard form foresees that the board of directors:

approves the annual budget

approves all bills for payment

has no limits on the amount of expenditure that they may approve.

Although provision is made (Article IX) to override board of directors decisions, individual clubs may wish to modify the provisions of Section 4 to require some or all expenditures or budgets be approved by the membership.

There is no requirement that the board of directors (or anyone else) approve expenditures in advance of a financial commitment being made on behalf of the club by an officer, director or member. Since the board of directors approves the bills, one would expect them to approve financial commitments as well but the standard form for club bylaws does not specify this.

Section 7. An incorporated society in New Zealand is required to have a seal. This is not foreseen in the Kiwanis International standard form and has been added here.

Section 8. There is no enjoinder in the standard form for club bylaws which would prohibit the board of directors from entering into financial commitments which the club cannot currently pay. There is also no provision in the standard form for club bylaws which requires the board of directors to keep spending with the limits set by the approved budget. Thus the club could be placed in debt. Individual clubs may wish to modify the provisions of Section 4 or add new sections to address some or all of these potential risks.

Article VIII. Continuing or Long-Term Projects.

This entirely new article spells out the requirement that any project which will last more than one year must be approved in a majority vote of the club membership.

Article IX. Reconsideration of Board of Directors Action.

This new article provides a process whereby a club membership may overturn a decision of the board of directors. The provision allows members to file a petition seeking a membership vote on the issue and then providing for notice to the membership before the vote takes place.

Article X. Committees

Section 1. This section from the Kiwanis International standard form is somewhat questionable part of the club bylaws in that it:

is phrased as a recommendation ("should") and thus not binding on the club,

does not correspond to reality in most New Zealand clubs (who do not have all the standing committees listed).

Contains an enjoinder on Kiwanis International to include the duties and responsibilities of standing committees in annual club and district officer manuals. This enjoinder is without effect in the bylaws of a club.

Article XI. Meetings.

Section 1. The Kiwanis International standard form allows the option for each club to meet weekly. This is not normal New Zealand practice and the option has been deleted. This option choice also effects the following sections:

Article XI, Section 4

Article XI, Section 5

Sections 1, 2, 3 and 5: The Kiwanis International standard form does not specify how notice of meetings is given to members. This has been specified as being "in writing" without specification as to how delivered. Two weeks notice has been specified except for the Annual General Meeting which remains with three weeks notice. Time has been added as part of the specification (missing before). This change was made in response to a request from the New Zealand registrar of incorporated societies.

Section 2. The text requires a maximum of two cancelled meetings per year. Clubs that cancel the second December meeting and both meetings in January are going to have a problem.

Section 3. The text requires a maximum normal meeting duration of 1.5 hours. Certain clubs may have a problem with this.

Section 5. The Kiwanis International standard form suggests a two week notice for the annual general meeting. This has changed to a recommended 3 weeks in order to keep the notice period to be more than the normal two weeks between club meetings.

Section 6: The Kiwanis International standard form does not specify the method of voting at meetings. This has been defined as by show of hands except where a ballot is required (see Article XII, Section 2). This change was made in response to a request from the New Zealand registrar of incorporated societies.

Section 7: The Kiwanis International standard form does not specify whether and how members can propose motions at club meetings. This added section gives members the right to bring issues before the meeting at any time. The president may request that such motions be presented in writing and read in order to prevent misunderstanding on complex or important issues. This change was made in response to a request from the New Zealand registrar of incorporated societies.

Article XII. Nomination and Election of Officers and Directors.

Section 1. Note that the suggested bylaws require that Directors be nominated by the nominating committee and elected by the membership.

Section 1. The Kiwanis International standard form allows the option for each club to either elect or appoint (by the officers and board of directors for the succeeding year) the secretary. The logic of the appointment option would be to ensure compatibility between president and board of directors and the secretary. Nevertheless the election option is recommended and the other option deleted. This option choice also effects the following sections:

Article XII, Section 7 (fully deleted)

Article XIII, Section 1

Article XIII, Section 2

Section 2. Voting for officers and directors has been better specified as being by ballot only for the case of multiple candidates for a position.

The reference to cumulative voting refers to the practice of adding the votes for a candidate in each succeeding ballot to the votes received by that candidate in each of the previous ballots. Clubs are prohibited from voting in that manner.

Section 4. The section now requires that the president-elect be the only nominee for the office of president.

Section 4. The Kiwanis International standard form suggests that nominations from the floor be taken one week prior to the annual general meeting. This has been changed to the regular meeting prior to the annual general meeting in order to reflect the twice monthly meeting schedule common in New Zealand.

Article XIII. Vacancies in Office.

Section 1. The Kiwanis International standard form allows the option of having (one of) the vice-president(s) succeed the president in the case of a vacancy in that office. This is not recommended, given that a president-elect is now a required office and this option has been deleted.

Section 1. The Kiwanis International standard form suggests that nominations for replacement of vacated offices be notified one week prior to the regular meeting where the replacements will be elected. This has been changed to two weeks notification in order to reflect the twice monthly meeting schedule common in New Zealand.

Section 2. The Kiwanis International standard form suggests that nominations for replacement of resigned officers-designate be notified one week prior to the regular meeting where the replacements will be elected. This has been changed to two weeks notification in order to reflect the twice monthly meeting schedule common in New Zealand.

Article XIV. Removal of Officers or Directors.

A new article, it creates a procedure for removing an officer or director for "conduct unbecoming a Kiwanian," or "failing to perform the duties of that office." The old bylaws provided a method for suspending members, but not for dealing only with a person's status as a club officer.

Article XV. International and District Obligations.

Section 6. The wording of the Kiwanis International standard form requires that clubs make provision for expenses of club representatives to attend district and international conventions. This has been modified to allow the individual clubs to make such provision only if they so chose.

Article XVI. Official Publication.

The entire article has been deleted as it applies only to North America where Kiwanis Magazine (which New Zealand members do not get) serves as the official publication. Kiwanis clubs in New Zealand have no official publication.

Article XVIII. Revenue.

The change in the wording of the Kiwanis International standard form means that increases in club dues or other charges will no longer have to be approved by Kiwanis International as a bylaws amendment. Otherwise, the club's process for approving increases -- a two-thirds vote by the club membership -- remains unchanged.

A new provision also makes it clear that any increase approved by the membership remains in effect from year to year, until such time as the membership approves a change.

Section 1. The Kiwanis International standard form suggests that notice of a meeting to approve the annual dues be given two weeks prior to the regular meeting where the dues will be decided. This has been changed to three weeks notification in order to reflect the twice monthly meeting schedule common in New Zealand.

Section 2. The Kiwanis International standard form suggests that notice of a meeting to approve other revenue raising activities be given two weeks prior to the regular meeting where the issue will be decided. This has been changed to three weeks notification in order to reflect the twice monthly meeting schedule common in New Zealand.

Section 2. The incorporated societies act requires clubs to define the procedure for borrowing money if such borrowing is allowed. Section 2 probably covers that requirement. Individual clubs may wish to expressly prohibit the borrowing of funds.

Article XIX. Finance

Section 3. The Incorporated Societies Act requires clubs to define the procedure for making investments if investing is allowed. Section 3 probably covers that requirement. Individual clubs may wish to limit investments to certain types of securities.

Section 4. This section in the Kiwanis International standard form has been moved to Article XX, Section 1. It has been replaced by a clause prohibiting personal financial benefit from the club's financial transactions. This is important for the New Zealand tax status of the club.

Section 5. This section has been added to the Kiwanis International standard form in order to define the fiscal year of the club. Some clubs may currently have different practices (including the Te Awamutu club) and the practices will have to be changed or the bylaws modified here.

Article XX. Winding up Clause

This article in the Kiwanis International standard form ("national or local requirements") has been replaced by a modified winding up clause. The text of Article XIX, Section 4 has been moved here and the last sentence has been added to the text of the Kiwanis International standard form in order to emphasize that members may not receive any financial advantage from the club upon dissolution. This is important for the New Zealand tax status of the club. Additionally the recipient society of any assets upon winding up is designated, in the first instance, as The New Zealand District Kiwanis Foundation Trust.

Section 2: The Kiwanis International standard form does not define any procedure for self-dissolution. The registrar of incorporated societies has requested that this be defined in the bylaws and the procedure for voluntary self-dissolution has been more or less copied from the recommendations of the incorporated societies act of 1908. Some subtle differences between a majority of the members and a majority of the members present have been added.

Other national or local requirements have been applied throughout the suggested bylaws as explained in these comments.

Article XXIII. Parliamentary Authority

Section 1. The Kiwanis International standard form suggests "Robert's Rules of Order" as the authority for conduct of meetings. Some clubs may prefer the lesser known "Renton's Guide for Meetings and Organizations". Both references serve the same function and individual clubs may wish to chose the authority with which they are most familiar. The Te Awamutu club has selected Renton's because they have access to a copy of this.

Article XXIV. Amendments

Section 1. The Kiwanis International standard form suggests that notice of a meeting to approve a proposed amendment to the bylaws be given 2 weeks prior to the regular meeting where the change will be decided. This has been changed to 3 weeks notification in order to reflect the twice monthly meeting schedule common in New Zealand.

Section 3. This section prohibits modification of the personal benefit and winding up clauses of the bylaws. It has been added to the text of the Kiwanis International standard form in order to preclude members receiving any financial advantage from the club upon dissolution. This is important for the New Zealand tax status of the club.

Section 4. There is no clause in the Kiwanis International standard form to state that the new bylaws rescind the old. This has been added along with a requirement for this new version be submitted to and approved by the registrar of incorporated societies.

David Fentress

Kiwanis Club of Te Awamutu

21 June, 1997