The proposed bylaws changes will right-size the club board and the foundation board to reflect our membership numbers. Each board consists of elected officers and directors.
The officers of each would remain five as prescribed by Kiwanis International, and each corporation will have in addition, and here is the change, three directors, the minimum prescribed by Kiwanis International. Three is fewer than the current 10 and seven for the club and foundation, respectively.
We propose that the boards largely overlap to increase continuity. Our proposed changes will reduce the size of the club and foundation boards from 25% to 10% of the membership.
BACKGROUND
Around this time every year, before the annual club and foundation meetings, the Nominating Committee convenes to recruit a slate of nominees for the club officers and directors who comprise the club board, and the foundation directors, who comprise the foundation board.
All Weston Kiwanians are members of both the Club and Foundation. The Foundation exists to accept non-taxable contributions and confirm monetary awards under the 501 (c)(3) non-profit status umbrella.
Currently, the club board consists of five officers and 10 directors. The number of directors reflected the club’s size. When the club had ~130 members, the board represented about 10% of the membership. Today, following the pandemic, our club membership has decreased, but the size of the club board has remained unchanged.
The Nominating Committee is charged with finding candidates for any board seats that will become vacant as of September 30. Right-sizing and combining the Boards changes the number of vacant seats from 17 to 4.
So… why are we recommending a change?
The boards no longer accurately reflect the current membership size. Rather than the board being 10% of membership, it is closer to 25%. We simply do not have a large enough member base to support the current structure. Commonality on boards will streamline processes and improve the effectiveness and efficiency of governance.
RECOMMENDATIONS
On May 3, during our annual meetings, the Nominating Committee will ask the membership to elect a slate of nominees for the boards. This year, at that meeting, but in advance of the nominations, we are asking your support to right-size the boards.
The following are the principles on which we are making the recommendations:
The foundation board should largely mirror the club board. We propose a club board of eight members, about 10% of the membership.
The officers of the club board will, consistent with past practice, be the club president, president-elect, the immediate past president, secretary, and treasurer.
Three Club directors will be selected; two will serve a two-year term, and one will serve a one-year term, providing greater flexibility for members.
The membership of the foundation board will mirror that of the club board, comprising eight members, plus the chair of the Philanthropy Committee, as has been the case in past practice. After the members elect the foundation directors, the directors will meet to elect five officers from among themselves, as provided in the foundation’s bylaws. The foundation officers, like the club board, are the president, immediate past president, president-elect, secretary, and treasurer. The five officers, plus the remaining four directors, will serve as the foundation board of directors.
In summary, the process is simplified as diagramed below:
SUMMARY
Our boards of directors (club board and foundation board) play very important roles.
The club board provides general management of the club, not otherwise delegated to the membership in the bylaws or club policy, and assures the club complies with applicable governmental rules and regulations.
The foundation board provides general management of the foundation, not otherwise delegated to the membership, and assures the foundation complies with applicable governmental rules and regulations. The foundation board determines the recipients and amounts of monetary awards to support the club’s objectives and manages foundation assets guided by an annual budget approved by the members.
We believe that crafting a strategy for the size and construct of the boards will help membership make sense of the work and allow the nominating committee to carefully select the right balance of thinking to make the boards most effective.
These boards meet as the principal program on the first Saturday of the month. We have been so pleased that members have participated in these meetings and have provided input to the boards. This has proven to be a very positive change for the club, ensuring that ‘all voices are heard’.
We need club and foundation members to adopt amendments ratifying this proposal at the annual meeting, before the election of the boards of directors.
Please take the time to review this in advance of the meeting so that we can anticipate any input that might strengthen our proposal. Kindly send your thoughts to [email protected] for the Nominating Committee.
Yours in service,
Amy Jenner
Chair, Nominating Committee Immediate Past President Kiwanis Club of Weston, Connecticut, Inc.
Summary of Proposed Changes to Club and Foundation Bylaws and Policies of May 3, 2025
Item
Club Bylaws After Amendment
Foundation Bylaws After Amendment
Comment
Compliance with Kiwanis International form
Yes, currently
Yes, after amendment. Not currently.
Degree of change
Minor
Major
Board structure
Officers and directors
Officers and directors,
Foundation officers currently are not board members.
Directors’ election
The foundation directors are currently referred to as trustees.
Four. Three, the minimum, with one-year terms plus the philanthropy chair. Currently 11 with staggered three-year terms. Two-term limit.
The foundation will have no vice presidents. Currently two.
Officers’ election
By members, one-year term, no term limit, no change
Five: president, president-elect, immediate past president, secretary, treasurer
By directors, a one-year term, no term limit, no change
Officers
Five: president, president-elect, immediate past president, secretary, treasurer
Five, president, president-elect, immediate past president, secretary, treasurer
Currently, foundation officers don’t contribute to a quorum and can’t vote on board matters
Officers are board members
Yes, currently, no change
Yes, newly after amendment
Board action without a meeting is by written unanimous consent.
Board action without meeting
Explicitly allowed, currently allowed implicitly
Explicitly allowed, no change
Board action without meeting is by written unanimous consent.
Member meeting quorum
One third
One third. Currently one fourth, 25%
Member meeting proxy voting
Newly allowed
Newly allowed
Not currently allowed
Foundation disbursement authority
Annual budget approved by members. Single disbursements less than $5,000 by board as currently. Newly: proposed $3,5000 per year by president and treasurer only.
Governance Documents Relevant to the 2025 Annual Meetings
2025 Proposed Bylaws and Policies Changes
EXECUTIVE SUMMARY
The proposed bylaws changes will right-size the club board and the foundation board to reflect our membership numbers. Each board consists of elected officers and directors.
The officers of each would remain five as prescribed by Kiwanis International, and each corporation will have in addition, and here is the change, three directors, the minimum prescribed by Kiwanis International. Three is fewer than the current 10 and seven for the club and foundation, respectively.
We propose that the boards largely overlap to increase continuity. Our proposed changes will reduce the size of the club and foundation boards from 25% to 10% of the membership.
BACKGROUND
Around this time every year, before the annual club and foundation meetings, the Nominating Committee convenes to recruit a slate of nominees for the club officers and directors who comprise the club board, and the foundation directors, who comprise the foundation board.
All Weston Kiwanians are members of both the Club and Foundation. The Foundation exists to accept non-taxable contributions and confirm monetary awards under the 501 (c)(3) non-profit status umbrella.
Currently, the club board consists of five officers and 10 directors. The number of directors reflected the club’s size. When the club had ~130 members, the board represented about 10% of the membership. Today, following the pandemic, our club membership has decreased, but the size of the club board has remained unchanged.
The Nominating Committee is charged with finding candidates for any board seats that will become vacant as of September 30. Right-sizing and combining the Boards changes the number of vacant seats from 17 to 4.
So… why are we recommending a change?
RECOMMENDATIONS
On May 3, during our annual meetings, the Nominating Committee will ask the membership to elect a slate of nominees for the boards. This year, at that meeting, but in advance of the nominations, we are asking your support to right-size the boards.
The following are the principles on which we are making the recommendations:
In summary, the process is simplified as diagramed below:
SUMMARY
Our boards of directors (club board and foundation board) play very important roles.
We believe that crafting a strategy for the size and construct of the boards will help membership make sense of the work and allow the nominating committee to carefully select the right balance of thinking to make the boards most effective.
These boards meet as the principal program on the first Saturday of the month. We have been so pleased that members have participated in these meetings and have provided input to the boards. This has proven to be a very positive change for the club, ensuring that ‘all voices are heard’.
We need club and foundation members to adopt amendments ratifying this proposal at the annual meeting, before the election of the boards of directors.
Please take the time to review this in advance of the meeting so that we can anticipate any input that might strengthen our proposal. Kindly send your thoughts to [email protected] for the Nominating Committee.
Yours in service,
Amy Jenner
Chair, Nominating Committee
Immediate Past President
Kiwanis Club of Weston, Connecticut, Inc.
Summary of Proposed Changes to Club and Foundation Bylaws and Policies of May 3, 2025
After Amendment
After Amendment
Governance Documents Relevant to the 2025 Annual Meetings