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TABLE OF CONTENTS

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ARTICLE I – NAME

Section 1: Name of Organization

ARTICLE II – PURPOSE

Section 1: Mission and Objectives

ARTICLE III – MEMBERSHIP

Section 1: Membership Categories

Active Member

Affiliate Member

Honorary Member

Life Member

Member-at-Large

Privileged Member

Associate Member

Student Member

Section 2: Membership Election & Dues

Section 3: Resignation & Termination

ARTICLE IV – GOVERNANCE STRUCTURE

Section 1: Authority & Power

Section 2: Election of the Board

Section 3: Term of the Board

ARTICLE V – BOARD OF DIRECTORS

Section 1: Composition

Section 2: Board Authority

Section 3: Officer General Responsibilities 

Section 4: Meetings & Quorum

Section 5: Vacancies & Removal

ARTICLE VI – MEETINGS

Section 1: Regular Meetings

Section 2: Special Meetings

Section 3: Annual Meetings

ARTICLE VII – FINANCES

Section 1: Dues & Fees

Section 2: Financial Oversight

ARTICLE VIII – AMENDMENTS & INDEMNIFICATION CLAUSE

Section 1: Standard Amendment Procedure

Section 2: Indemnification Clause & Board Liability Protection

ARTICLE IX – CONFLICT OF INTEREST POLICY

Section 1: Purpose

Section 2: Definitions

Section 3: Duty to Disclose

Section 4: Procedures for Addressing the Conflict of Interest

Section 5: Compensation

Section 6: Records of Proceedings

Section 7: Annual Disclosure

Section 8: Violations of the Policy

ARTICLE X – DISSOLUTION

Section 1: Distribution of Assets

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ARTICLE I – NAME

This organization's name shall be the San Antonio Autism Lions Club, an affiliated chartered club of Lions Clubs International (LCI).

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ARTICLE II – PURPOSE

The purpose of this club shall be:

  1. To support individuals with autism and their families through advocacy, community engagement, and service initiatives.

  2. To promote awareness and education about autism spectrum disorders within the San Antonio community.

  3. To conduct fundraising activities and collaborate with other organizations to provide resources and support for individuals with autism.

  4. To uphold the mission and objectives of Lions Clubs International, as a chartered chapter of the Lion Clubs International.

 

ARTICLE III – MEMBERSHIP

 

Section 1: Membership Categories

The club shall recognize the following categories of membership, as outlined in Lions Clubs International Bylaws:

  1. Active Member – Enjoys all rights, privileges, and obligations, including voting and holding office.

  2. Affiliate Member – Maintains limited involvement due to other commitments but supports the club’s mission. May vote but cannot hold office.

  3. Honorary Member – Recognized for outstanding service but does not have voting rights or office eligibility.

  4. Life Member – A member who has rendered exceptional service and paid a one-time fee. Retains all privileges of active membership.

  5. Member-at-Large – Temporarily unable to attend meetings but wishes to remain a club member. Cannot vote or hold office.

  6. Privileged Member – A long-standing member unable to maintain active status due to health or personal reasons. Can vote but not hold office.

  7. Associate Member – A Lions Club member who belongs to another club but participates in the San Antonio Autism Lions Club. Can vote at the primary club only.

  8. Student Member – A full-time student who enjoys full membership benefits at a reduced rate.

 

Section 2: Membership Election & Dues

  1. New members must be sponsored by any current member in good standing and approved by a majority vote of the Board of Directors.

  2. The Board of Directors shall determine annual membership dues and must be paid in full to maintain good standing.

Section 3: Resignation & Termination

  1. Any member may resign by submitting a written notice to the Club Secretary.

  2. Membership may be terminated by a majority vote of the Board of Directors for non-payment of dues, misconduct, or failure to uphold club values.

 

ARTICLE IV – GOVERNANCE STRUCTURE

 

Section 1: Authority & Power

  1. The organization's power and executive authority are vested in the Board of Directors, which oversees all financial, operational, and strategic decisions.

  2. The membership has the power to elect the Board of Directors and amend the bylaws.

  3. The Board shall ensure the club adheres to Lions Clubs International policies, IRS 501(c)(3) regulations, and applicable laws.

 

Section 2: Election of the Board

  1. The Board of Directors shall be elected by the general membership during the bi-annual meeting.

  2. Candidates must be members in good standing and nominated 30 days before the election.

  3. The election shall be conducted by secret ballot, and a majority vote is required for election.

 

Section 3: Term of the Board

  1. Officers shall be elected by-annually by a majority vote of club members.

  2. Officers shall serve a two-year term, beginning on January 1st and ending on December 31st.

  3. A vacancy may be filled by appointment of the Board of Directors until the next election.

 

 

ARTICLE V – BOARD OF DIRECTORS

 

Section 1: Composition

The Board of Directors shall consist of:

  • President

  • Vice President

  • Vice President - Fundraising 

  • Secretary

  • Treasurer

  • Membership Director

 

Section 2: Board Authority

The Board of Directors shall exercise full control and authority over the management, financial oversight, and strategic direction of the San Antonio Autism Lions Club. The Board, as a governing body, may delegate specific responsibilities to officers as necessary to fulfill the organization’s charitable mission. The Board of Directors shall:

  1. Manage the organization’s affairs under LCI policies and IRS 501(c)(3) requirements.

  2. Oversee financial matters, including budget approvals and major expenditures.

  3. Authorize fundraising and service projects.

  4. Approve new members and handle membership issues.

  5. Establish and appoint committees as needed to fulfill the club’s mission.

 

Section 3: General Responsibilities

The Board officer’s general responsibilities:

  1. President – Serves as the presiding officer at meetings and represents the organization.

  2. Vice-President – Assists the President and assumes leadership when necessary.

  3. Vice-President of Fundraising - Stands in proxy when the vice president is not available. Oversees all fundraising efforts of the organization. 

  4. Secretary – Maintains records, meeting minutes, and official documents.

  5. Treasurer – Oversees financial management and reporting.

  6. Membership Director – Oversees recruitment, engagement, and member concerns.

  7. Member-At-Large – shall have duties as assigned by the Board of Directors.

Officers shall carry out their responsibilities at the direction of the Board, and no officer shall have independent decision-making power outside of Board-authorized actions.

 

Section 4: Meetings & Quorum

  1. The Board shall meet at least quarterly.

  2. A majority of the Board members seated board members shall constitute a quorum.

 

Section 5: Vacancies & Removal

  1. Vacancies may be filled by â…” majority (75%) vote of the current seated Board to be a  Board appointment until the next election.

  2. A Board member may be removed by a two-thirds (2/3) vote of the membership for misconduct or failure to perform duties.

 

ARTICLE VI – MEETINGS

  1. Regular club meetings shall be held at least quarterly at a date and location determined by the Board.

  2. Special meetings may be called by the President or a majority of the Board.

  3. Annual meetings shall be held in December for the election of officers and review of financials.

 

ARTICLE VII – FINANCES

Section 1: Dues & Fees

  1. Membership dues shall be determined by the Board and collected monthly, quarterly, semi-annually, or annually as directed by the Board.

  2. No part of the club’s income shall benefit any private individual.

Section 2: Financial Oversight

  1. The Treasurer shall present monthly or quarterly financial reports to the Board and membership.

  2. An Annual Budget should be presented to the Board for approval for each fiscal year. 

  3. Any expenditure over $300 requires Board approval.

  4. A monthly internal audit shall be conducted to ensure transparency.

  5. The Treasurer shall adhere to the bylaws and any other policies set by the Board of Directors in the operations of the organization's finances. 

  6. The Treasurer and President shall act as signatories on all financial institutions, instruments, and contacts of the organization. 

 

ARTICLE VIII – AMENDMENTS & IMMEDIFICATION CLAUSE

 

Section 1: Standard Amendment Procedure

  1. These bylaws may be amended by a two-thirds (2/3) vote of club members in good standing at a regular meeting.

  2. Proposed amendments must be submitted in writing to the Secretary at least 30 days before the vote.

 

Section 2: Indemnification Clause & Board Liability Protection

  1. In cases where urgent modifications to these bylaws are required to address legal, financial, or operational matters, the Board of Directors may enact a temporary amendment with a unanimous vote.

  2. The temporary amendment shall remain in effect until:

    • The next regularly scheduled club meeting, where members in good standing must approve of it by a two-thirds (2/3) vote for permanent adoption.

    • If not approved, the temporary amendment shall expire, and the previous bylaw language shall be reinstated.

  3. Board Liability Protection:

    • No Board member shall be held personally liable for any decisions, actions, or omissions made in good faith under this clause, provided that such actions were taken with the intent to serve the best interests of the organization.

    • This protection shall not apply in cases of gross negligence, fraud, or intentional misconduct.

    • In the event of any legal claims, the club shall provide indemnification to the Board members, covering reasonable expenses incurred in defense, unless a court determines that the Board acted with willful misconduct or criminal intent.

 

ARTICLE IX – CONFLICT OF INTEREST POLICY

 

Section 1: Purpose

The purpose of this Conflict-of-Interest Policy is to ensure that the San Antonio Autism Lions Club (the “Organization”) operates in a manner consistent with its charitable purposes and does not engage in activities that could improperly benefit any officer, director, or key employee. This policy is intended to comply with the IRS conflict of interest.

 

Section 2: Definitions

  1. Interested Person – Any director, officer, member of a committee with governing board-delegated powers, or key employee who has a direct or indirect financial interest (as defined below).

  2. Financial Interest – A person has a financial interest if they have:

    • A compensation arrangement with the Organization or a related entity.

    • A direct or indirect ownership interest in an entity that transacts business with the Organization.

    • A potential ownership or investment interest in an entity seeking to do business with the Organization.

 

Section 3: Duty to Disclose

Any interested person must disclose the existence and nature of any financial interest to the Board of Directors before the Organization enters into any transaction or arrangement where a conflict may arise. The Board shall determine whether a conflict exists.

 

Section 4: Procedures for Addressing the Conflict of Interest

  1. Recusal – The interested person shall leave the meeting during the discussion and vote on the transaction.

  2. Independent Review – The Board shall review whether the transaction is fair and reasonable and in the best interests of the Organization.

  3. Alternative Transactions – The Board shall consider alternatives before approving the transaction.

  4. Final Decision – The transaction must be approved by a majority vote of disinterested directors.

 

Section 5: Compensation

  • No voting member of the Board shall vote on matters regarding their compensation.

  • Compensation shall be reasonable and based on comparable data from similar organizations.

 

Section 6: Records of Proceedings

The minutes of all Board meetings shall document:

  1. The nature of the financial interest and disclosure made.

  2. The Board’s decision on whether a conflict exists.

  3. Any alternative transactions considered.

  4. The final vote and approval process.

 

Section 7: Annual Disclosure

Each Board member and key employee shall annually sign a Conflict-of-Interest Statement, disclosing any financial interests or potential conflicts.

 

Section 8: Violations of the Policy

If a Board member fails to disclose a conflict, the Board may take appropriate disciplinary action, including removal from office.

 

ARTICLE X – DISSOLUTION

  1. In the event of dissolution, all remaining assets shall be donated to a nonprofit organization supporting autism awareness and services under IRS 501(c)(3) regulations.

SAN ANTONIO AUTISM LIONS CLUB BYLAWS Adopted March 1st, 2025

FINANCIAL REPORTS AVAILABLE UPON REQUEST
EMAIL REQUESTS TO: SAAUTISMLIONSCLUBTREASURER@GMAIL.COM 

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