District Bylaws

The name of this organization shall be the Pennsylvania District of Key Club International.

The boundaries in which it shall function shall be coextensive with the boundaries of the Pennsylvania District of Kiwanis International. It shall be sponsored by, but not a part of, Kiwanis International. It shall operate under the responsibility and control of the Kiwanis District Board under which it functions.

These By-Laws and all amendments or additions shall not become effective until the sponsoring Kiwanis District Board, the Key Club International Administrator, and/or the Key Club International Board have approved them.

The objectives of this district shall be:

To promote the objectives of Key Club International.
To coordinate the projects of member Key Clubs.
To strengthen and extend the Key Club movement.
To increase the fellowship and cooperative effort of clubs within the district.
To promote participation of the clubs within the district in general objectives, programs, and policies of the district of Key Club International.
To accept and promote the Constitutional Objectives of Kiwanis International.

The territory of this district shall be divided into divisions, each of which shall be determined by the Key Club District Board of Trustees, pending approval from the Kiwanis District Board of Trustees.

Each Kiwanis sponsored Key Club in the district shall be a member of this district.

Any member club more than sixty (60) days in arrears for any indebtedness to Key Club International or this district shall be considered not in good standing.

Any member club not in good standing with Key Club International shall be not in good standing with the district.

The District Governor shall report the name of any member club not in good standing with the district at each meeting, thereof, and shall direct the district Secretary to send notice that such club not in good standing and the reasons therefore to the president of the sponsoring Kiwanis Club, and to the Administrator of Key Club International.

Each Key Club within the district shall abide by the By-Laws for Key Clubs as promulgated by Key Club International for its organizational structure and membership.

To run for Lieutenant Governor, a Key Club member must be an active member of his/her home club in the division to be served, must be eligible at least one (1) more year in Key Club and submit the completed Pennsylvania District Officers' Service Contract.

At least thirty (30) days before the election, the current Lieutenant Governor shall notify each of the clubs in the division, in writing, of the time, place, and procedure for the election meeting. The current Lieutenant Governor also is responsible for submitting the properly certified election results.

Each candidate shall deliver a speech and each candidate will be allotted an equal time for a question and answer period.

To constitute a quorum for the election of Lieutenant Governor, no less than one third (1/3) of the clubs in the division must be represented. Each club is entitled to two (2) voting delegates. The voting is to be executed by secret ballot; with the candidate receiving a majority vote awarded the position of Lieutenant Governor. The current Lieutenant Governor shall vote in the election only in the case of a tie. If a majority does not exist, the candidate who receives the least amount of votes is dropped from the election, and a run-off is held between the remaining candidates. This process is continued until a majority vote is reached.

In the case of inclement weather or adverse traveling conditions (i.e. snow, long distance, etc.), a mail-in ballot election will be allowed. In order to have valid results, ballots from one third (1/3) of the clubs in the division must be received by the Lieutenant Governor by a set date. Only in the case of a tie will the Lieutenant Governor vote. This procedure is to be used in place of and only as a last resort should an election meeting be impossible to hold. Use of mail-in ballots needs to be approved by both the District Governor and the District Administrator. All other divisional election procedures are to be followed in the event of a mail-in election.

The elected officers of this district shall be a Governor, a Lieutenant Governor, a Secretary/Treasurer, and an Editor. One Lieutenant Governor will be elected in each division of the district.

(a) A qualified District Webmaster shall be appointed by the Governor and immediate past District Webmaster pending approval by the District Board of Trustees. He or she shall be responsible for the maintenance of the district's web page and all technological aspects as delegated.

(b) The appointed District Webmaster shall be required to fulfill all responsibilities, and shall have voting power on the District Board of Trustees.

All officers shall enter upon their official duties immediately following installation, and shall serve for a term of one (1) year or until their successors shall be duly elected and qualified.

The duties of the offices shall be as follows:

(a) The Governor shall be the executive officer of the district and shall preside at all conventions and meetings of the Board of Trustees. The Governor shall be an ex-officio member of all standing and special committees. It shall be the duty of the Governor to attend any convention of Key Club International.

(b) The Lieutenant Governors shall assist the Governor in the work of the district within their respective division and shall attend all conventions and all meetings of the Board of Trustees. Each Lieutenant Governor shall preside at all divisional meetings and shall hold a minimum of two (2) such meetings during the term in office. One (1) divisional meeting shall be held in January or February for the purpose of electing a successor to the office of Lieutenant Governor.

(c) The District Secretary/Treasurer shall be endowed with all the duties and responsibilities of the District Secretary and District Treasurer. They shall be as follows:

(d) The District Bulletin Editor is to produce and distribute the District publication. This publication includes not only pertinent District information, but International and Divisional information as well. It is one of the main sources of publicity from the District Board to the members.

(e) The District Webmaster is to produce a regularly-updated, user-friendly website reflecting the District.

(f) The Governor, District Secretary/Treasurer, and District Editor shall be elected at the annual District Convention. The Board of Trustees of the Pennsylvania District of Kiwanis International shall designate the District Key Club Administrator. The Lieutenant Governors shall be elected at meetings of their respective division in accordance with Article VI, Divisional Elections Procedure. If a one third (1/3) quorum of the division's clubs are not represented, the selection of the Lieutenant Governor shall be the responsibility of the out-going Board of Trustees who shall seek the advice of the club presidents within the respective division. In the case of District Webmaster, the District Governor and immediate past District Webmaster shall appoint him/her at the annual District Convention.

The Board of Trustees shall consist of the officers and the District Key Club Administrator.

The management and control of the affairs of the district not otherwise provided for in these By-Laws shall be vested in the Board of Trustees, subject to the direction of the District Key Club Administrator, the sponsoring Kiwanis District Board, and the Trustees of Key Club International.

All official actions of the Board of Trustees between meetings must be approved by two thirds (2/3) of all voting district officers and the District Key Club Administrator.

The Secretary/Treasurer shall notify each member of the Board of Trustees, the Administrator of Key Club International, the International Board Representative, and the officers of the Pennsylvania District of Kiwanis International, in writing of the time, place, and date of any meeting, at least two (2) weeks in advance of the date of such a meeting.

In absence of the Governor from a meeting, the Board of Trustees shall designate one of their members, with the exception of the Key Club Administrator to act as chairman.

One half (1/2) of the total voting members of the Board of Trustees shall constitute a quorum and a majority vote of those present shall decide any question, with the exception of those questions for which a greater proportion is specifically required in these By-Laws.

(a) Within fourteen (14) days after any regular or special meeting of the Board of Trustees, the Secretary shall make a report of the proceedings, comprising a complete synopsis of all action taken, and shall transmit a copy thereof to the members of the District Key Club Board of Trustees, International Board Counselor, Secretary/Treasurer of the Kiwanis District, and the Administrator of Key Club International.

In the event that the Governor is in any way incapacitated, a special meeting of the Board of Trustees may be called by the District Secretary/Treasurer or two thirds (2/3) of the Board of Trustees.

In the event that Executive Board members are removed from office, the Governor reserves the right to delegate responsibilities to the other board members.

A convention of the Key Clubs in this district shall be held once per calendar year at such place and date as shall be mutually agreed upon by the Board of Trustees of the District and Board of Trustees of the sponsoring Kiwanis District. The Administrator of Key Club International shall be informed of the location and the date of each District Convention. In determining the location of a given Annual District Convention, the Board of Trustees may be guided and advised by a majority vote of the qualified delegates present and voting preceding the annual convention.

The Secretary/Treasurer shall mail to each club and to the Administrator of Key Club International an official call to the Annual District Convention at least forty-five (45) days prior to the date of the convention. The Board of Trustees shall have full supervision and management of all conventions under the supervision of the District Key Club Administrator and the Pennsylvania District of Kiwanis International.

Each club in good standing shall be entitled to two (2) delegates and two (2) alternates at any District Convention.

The members of the Board of Trustees shall be delegates-at-large at any District Convention.

Each accredited delegate shall be entitled to vote on each question submitted at any District Convention. There shall be no voting by proxy.

In the absence of the Governor from any convention of the District, the Board of Trustees shall designate a Lieutenant Governor to act as a chairman.

A quorum at any convention of the district shall comprise of the official delegates present and representing not less than one third (1/3) of the total number of clubs in the District.

Within fourteen (14) days after any District Convention, the Secretary/Treasurer shall make a report of the proceedings of the convention, including a complete synopsis of all action taken and shall submit a copy thereof to the Administrator of Key Club International and the members of the District Board of Trustees.

Each District Convention program shall include the following:

(a) Address by the Governor of the Pennsylvania District of Kiwanis International and the Governor of the Pennsylvania District of Circle K International.

(b) Distinguished club, single service, scrapbook, and oratorical contests, conducted under rules prescribed by the Board of Trustees.

(c) The nomination and election of officers for the ensuing year.

Proposed amendments to the Pennsylvania District Key Club By-Laws may be submitted by any Pennsylvania District Key Club in good standing and must be received in writing by the Pennsylvania District Key Club Administrator at least forty-five (45) days prior to the call to order of the Annual House of Delegates. The Pennsylvania District Key Club Administrator shall then send a copy of proposed amendments to the president of each Pennsylvania District Key Club no later than twenty (20) days prior to the call to order of the Annual House of Delegates.

In the event between conventions of a vacancy in the office of the Governor, a member of the District Board of Trustees shall fill the vacancy. The District Key Club Administrator pending approval of the District Board of Trustees shall designate the replacement. The term shall consist of the remaining months until the next District Convention, when at that time, elections to choose a Governor will be held.

In the event between District Convention of a vacancy in the office of Lieutenant Governor, the Governor and District Key Club Administrator shall designate a qualified member of the club in the same division to fill the office for the non expired term.

If a vacancy occurs in the office of the Secretary/Treasurer, Bulletin Editor, or Webmaster between conventions, the District Governor and District Key Club Administrator shall designate a qualified member of a club to fill the office for the non expired term.

Whenever it shall appear to the District Governor that any Lieutenant Governor, District Secretary/Treasurer, Bulletin Editor, or District Webmaster is failing to perform the duties of the office, the Governor shall give the district officer immediate notice of the fact and shall set a meeting no more than twenty-one (21) days thereafter with such officers and Kiwanis-Key Club Administrator to consider any such facts and reasons why the office shall not be declared vacant. If the said officer shall refuse to attend and if it shall appear that the alleged facts are true, then the Governor shall have the power, with the approval of the District Administrator to recommend the suspension of the said officer and to nominate a duly qualified replacement for him/her to serve the duration of his/her term. The Governor shall report such recommendations and all facts immediately to the District Board of Trustees by mail and shall simultaneously ballot the District Board of Trustees for ratification of the said suspension and said nomination, a majority vote being required. In the event that a regularly scheduled meeting of the Board of Trustees is to be held within a reasonable time, the Governor shall submit his/her recommendations at the meeting, and action shall be taken. In any such action, neither the officer nor his/her suggested replacement shall be allowed to vote.

Whenever it shall become apparent to the Board of Trustees and the District Administrator that the Governor is failing to perform his/her duties, it shall be the responsibility of the District Secretary/Treasurer, with the approval of the Kiwanis Governor, to call a special meeting of the Board of Trustees to consider all facts and any reason why the office shall not be declared vacant. In the event that the Board of Trustees shall find the alleged facts to be true, the District Board of Trustees may request the resignation of the said District Governor. In the event that a resignation is not voluntarily offered, the District Board of Trustees shall, with the approval of the Kiwanis District Governor, declare the office vacant and the vacancy shall be filled in accordance with the provision as contained in these By-Laws.

There shall be such standing and special committees as shall be authorized by the Board of Trustees. At the same time of authorizing any committee, the Board of Trustees, upon the advice of the Governor, shall designate the duties of such a committee.

The Executive Committee shall consist of the Governor, Secretary/Treasurer, Bulletin Editor, Webmaster, and the Key Club Administrator. The Executive Committee shall perform such administrative duties and shall exercise such administrative power as may be delegated to it by the Board of Trustees. The Executive Committee shall report its actions to the next meeting of the Board of Trustees.

All clubs within the Pennsylvania District must conduct officer elections no more than two (2) months prior to the District Convention, and no less than fifteen (15) days prior to the District Convention.

The elected officers may not officially dispense the duties of their respective offices until at least one day after District Convention.

Each member club shall pay to the District for each and every member the sum of $5.00 per annum as district dues and the subscription fees. These shall accrue on October 1st, and shall be remitted to the Key Club International Office by the individual club not later than December 1st of each year.

The amount of district dues and subscription fees shall be determined by the Board of Trustees, subject to approval at the next District Convention. In no case shall the district dues and subscription fees exceed $5.00 per annum per member.

Assessment in excess of the annual dues may be made only upon a two thirds (2/3) vote of all delegates attending an Annual District Convention. Such assessments shall be for the duration of one (1) year, but each succeeding convention may, by a two thirds (2/3) vote of all the delegates in attendance, renew the assessment. In addition, all such assessments must be for extraordinary items not normally covered by dues or subscription fees and must be approved by the Kiwanis District Board, Key Club International Board and the Kiwanis International Board.

All dues shall be paid within sixty (60) days after the same shall become payable.

The dues to be paid to the district by any new club admitted to membership during any fiscal year shall be the dues for each and every member of that year.

New Key Club members admitted after February 1st, shall pay to the district one half (1/2) of the total annual dues and subscription fees prior to induction as a Key Club member.

Robert's Rules of Order shall be the parliamentary procedure authority for all matter of procedure not specifically covered in these By-Laws.

Amendments to these By-Laws shall be made only by a two thirds (2/3) vote of the delegates present, provided that no amendments shall be presented for adoption without the approval of the District Key Club Administrator present at the convention.