loeb2e2

ARTICLE I
NAME AND PURPOSE

Section 1: Name. The name of the Corporation shall be Lions Organ and Eye Bank of District 2-E2, Inc.

Section 2: Purpose. The Lions Organ and Eye Bank of District 2-E2, Inc. is organized to promote the
conservation, restoration, and transplantation of human organs and eyes; and the prevention, treatment,
and research of blindness and diabetes.

ARTICLE II
OFFICES

The offices of the Corporation shall bein the city of Ft. Worth, county of Tarrant, state of Texas.

ARTICLE III
MEMBERSHIP

Section 1: Members. All Lions of District 2-E2 in good standing shall be regular members of the
Corporation.

Section 2: Other Members. Individuals, organizations, or groups, whether or not incorporated, may apply
for membership in the Corporation subject to the majority approval vote of the Board of Directors.

Section 3: Voting privileges. Each Lion of District 2-E2 in good standing is entitled to vote in person at the
Annual Meetings.

Section 4: Honorary Members. Honorary memberships may be offered to any citizen of the United States,
its possessions, or Canada who has rendered extraordinary, meritorious service to the Corporation or who
has accomplished results worthy of recognition in the Corporation’s field of work.

Section 4.1: Honorary memberships require a two-thirds vote of the Board of Directors.

Section 4.2: Honorary members shall have no voting privileges and shall not be required to pay dues to
the Corporation.

Section 5: Length of Membership. Membership in the Corporation shall be for the duration of the
Corporation unless terminated as hereinafter provided or by death of the member.

ARTICLE IV
BOARD OF DIRECTORS

Section 1: Role of the Board. The Board of Directors is responsible for the overall policy and direction of
the Corporation. The Board shall provide for the raising of all monies required by the Corporation for
administrative and project purposes and shall appropriate funds from time to time to each project of the
Corporation and may appropriate funds to any other corporation or institution having objectives similar
to those of the Corporation.

Section 2: Size of the Board. The Board shall consist of eleven (11) members plus Ex-Officio members.
Ex-Officio members include the immediate Past District Governor, the present District Governor, and the
Vice District Governor(s) of Lions District 2-E2. Ex-Officio members serve in an advisory capacity and
have no voting privileges.

Section 3: Compensation. The Board receives no compensation other than reasonable expenses.

Section 4: Regular Meetings. The Board shall meet monthly at an agreed upon time and location. Robert’s
Rules of Order will govern procedure of the meeting. Meeting location shall be posted on the Board’s web
site.

Section 5: Special Meetings. Special meeting of the Board shall be called upon the request of the
President or any three members of the Board.

Section 6: Notice of Meetings. An official Board meeting requires that each Board member have written
notice two (2) days in advance of the meeting by written or electronic means. Special called meeting of
the Board require that members shall be notified five (5) days before the meeting by written or electronic
means.

Section 7: Quorum. A quorum must be attended by at least fifty percent (50%) of the Board members
before business can be transacted or motions made or passed. In the absence of a quorum, the Directors
present shall, by a majority vote, adjourn the meeting until a quorum shall attend.

Section 8: Election of new Board members or election of current Board members to a second term shall
occur at the annual meeting of the Lions Organ & Eye Bank of District 2-E2. There shall be 3 Board
members elected from the North and Central Divisions of the District as defined below, and 2 Board
members elected from the South Division. The remaining 3 Board members may be filled "at-large".

Section 8.1: Division of the District. There shall be three (3) Divisions with each consisting of the
following counties:

North: Collin, Cooke, Dallas, Denton, Grayson, and Wise Counties.

Central: Tarrant County.

South and West: Johnson, Hood, Parker, and Somervell Counties.

Section 8.2: Candidates from and seeking to fill vacancies on the Board from their respective Divisions
shall file for election as prescribed herein. Within each Division, vacancies shall be filled by the
candidates from that Division receiving the most votes. If there are more candidates than there are
positions open in the Divisions, any open "at-large" positions may be filled by the remaining candidates
from all Divisions receiving the most votes. Positions that remain open shall be filled by the Board in
accordance with Section 10.

Section 8.3: Any Lion of District 2-E2 in good standing, and with a written endorsement from his/her local
Lions Club, and presented to the District Governor 30 days prior to the District Convention, is eligible to
seek election to the Board of Directors.

Section 8.4: There shall be a limit of not more than two members from the same club,or not more than one
member from a family, at any given time serving on the Board. Any husband and wife serving on the
Board at the time of adoption of these By-laws shall be allowed to finish their current elected terms.

Section 9: Terms of Office. A Director elected at the District Convention shall serve for a period of three
(3) years. A Director may be so re-elected to a second term.

Section 9.1: A Director shall serve no more than two consecutive three year elected terms.

Section 9.2: After serving two consecutive elected terms, any ex-Director may seek re-election after a
one-year vacancy from the Board.

Section 10: Vacancy. When a vacancy on the Board exists, the vacancy will be filled for the balance of the
un-expired term by a majority vote of the Board Members. Nominations for new members shall be
submitted in writing to the President of the Board at least ten (10) days prior to any scheduled meeting of
the Board.

Section 10.1: Nominee shall be a Lion in good standing in a club of District 2-E2.

Section 10.2: Nominee seeking to fill an un-expired vacancy shall attend two Board meetings within 6
months prior to the vote of the Board.

Section 10.3: The vote of the Board shall occur on the nominee’s third visit and in the absence of the
nominee.

Section 11: Removal of Directors. A Board member may be dropped for three absences from regular Board
meetings within a 6 month period.

Section 11.1: Any Director who violates any of the rules or purposes of the Corporation or so conducts
himself or herself in or out of the Corporation that his or her continued membership on the Board is
deemed by the Board of Directors to be a detriment to the Corporation may be dropped from the
membership by a vote of two-thirds of the members of the Board of Directors.

Section 11.2: Any Director being dropped shall be given ten (10) days notice in writing of such pending
action and shall be given an opportunity to appear before the Board in person or by attorney on his or her
behalf.

Section 11.3: Directors dropped from the Board shall have no right to appeal.

Section 12: Resignations. Resignation from the Board must be in writing and received by the President or
Secretary.

ARTICLE V
OFFICERS

Section 1: Officer Positions. There shall be five (5) officers of the Board, constituting the Executive
Committee, and consisting of a President, First Vice President, Second Vice President, Secretary, and
Treasurer. The First Vice President, Second Vice President or Secretary may also be Treasurer, if
necessary.

Section 2: Election of Officers. The officers shall be elected by the Board at the first Board meeting after
the Annual meeting, or at the first Board meeting after the resignation of an officer.

Section 3: Length of Office. Officers shall hold their respective offices from July 1 through June 30 of the
following year.

Section 4: Officer Duties. The President shall convene regular Board meeting, shall preside, or arrange
for other members of the Executive Committee to preside at each meeting in the following order: First
Vice-President, Second Vice-President, Secretary, and Treasurer.

Section 4.1: The President shall preside at all meetings of the Board of Directors and the Executive
Committee, and shall see that the officers fulfill the Board’s instructions, that nothing is done without the
Board’s authority. The President shall serve for no more than one term but, with one year intervening,
may again be elected to the Presidency.

Section 4.2: The First Vice-President shall serve as the Diabetic Awareness Chairman and, in the absence
of the President, shall perform the duties and exercise the powers of the President and shall have such
powers and perform such duties as usually pertain to that office or as required by the Board of Directors.

Section 4.3: The Second Vice-President shall serve as the White Cane Chairman and shall fulfill the role
of President if the President and the First Vice-President are unable to fulfill their positions.

Section 4.4: The Secretary shall be responsible for keeping records of Board action, including the taking
of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and
the agenda to each Board member at least two days before the next meeting via U.S. mail or e-mail, and
assuring that corporate records are maintained. The secretary may sign such instruments as required of
the Secretary by the Board of Directors or the Executive Committee, if any.

Section 4.5: The Treasurer shall have the care and custody of all funds and securities of the Corporation
and deposit the same in the name of the Corporation in such banking institution or institutions as the
Directors may designate. The Treasurer shall make a report at each Board meeting, shall chair the finance
committee, assist in the preparations of the budget, and make financial information available to the
Board. The Treasurer, and such other persons as the Board may designate, shall be bonded in such amount
as the Board of Directors may require; the cost of such bonds to be borne by the Corporation. The
Treasurer or other officers shall not disburse funds unless previously authorized by the Board of
Directors. The Treasurer shall be the Registered Agent of the Corporation and shall notify the Secretary
of State of such.

Section 5: Signature Authority. The Board of Directors or Executive Committee shall designate the person
or persons who shall sign all checks, drafts, notes, orders for payment of money, and any other
instruments as may be approved by the Board. All checks, drafts, notes, and orders for payment of money
shall require two signatures. Designated persons shall have the authority to sign checks, drafts, notes,
and orders for the business transaction of the Board.

ARTICLE VI
COMMITTEES

Section 1: Establishment of Committees. The Board may create committees. The Board President shall
appoint and outline the duties and objectives of each committee and shall appoint the Chair of each
committee. The Chair of each committee shall appoint such members of the Corporation as s/he desires to
be members of the respective committee/s. The President shall serve as ex-officio member of each
committee approved by the Board.

Section 2: Term of Office. Each member of a committee shall continue to serve on the committee until the
next annual meeting of the Corporation or until the committee is terminated.

Section 3: Special Committees. (Deleted)

Section 3: Executive Committee. The officers of the Board of Directors shall serve as the Executive
Committee.

Section 3.1: The Executive Committee may exercise all the powers of the Board during intervals between
the meetings of the Board except as to such matters as require a vote by the Board.

Section 3.2: The Executive Committee may establish its own procedures provided the procedures are not
in conflict with the By-Laws of the Corporation and have been approved by the Board.

Section 3.3: Executive Committee members may be designated and authorized to sign checks, drafts,
notes, and orders for payment of money. The Board of Directors shall authorize any and all funds prior to
disbursement of funds.

ARTICLE VII
ANNUAL MEETING

Section 1: Meetings. The regular annual meeting of the Corporation shall be held at the Lions District
2-E2 Convention. The Board of Directors shall publish an announcement to the District. Robert’s Rules of
Order will govern the proceedings of the meeting.

Section 2: Fiscal Year. The fiscal year shall extend from July 1 through June 30 of the subsequent year.

Section 3: Voting Delegates. Members of the Corporation that are present at the annual meeting may vote.
A majority vote of those present may decide any question that is properly presented to them. No member
shall be allowed to vote by proxy.

ARTICLE VIII
GOVERNING DOCUMENT OF ENDOWMENT FUNDS

Section 1: Monies or Properties. Received for the designated purpose of establishing and continuing a
growing endowment fund shall be maintained in a separate accounting in separate accounts from the
general funds of the Lions Organ and Eye Bank.

Section 2: Funds. Shall be invested or deposited in such account/s as the Board of Directors considers
prudent and as allowed by the By-Laws of the Corporation.

Section 3: New Account. A 75% vote of the Board of Directors shall be required to transfer the endowment
fund or any portion of the endowment fund to any financial institution to establish a new account.

Section 4: Access of Funds. Access to the endowment funds shall be strictly limited. Only the interest
income should be transferred if needed to the general funds. The transfer, or release, of any part of the
principal funds shall require a seventy-five (75%) vote of the Board of Directors. No part of the interest or
principal shall be issued for purposes other than those of the Lions Organ and Eye Bank of District 2-E2,
Inc., except as provided in the case of dissolution of the corporation.

ARTICLE IX
BOOKS AND RECORDS

Section 1: Required Books and Records. The Corporation shall keep correct and complete books and
records of accounts. The Corporation’s books and records shall include:

a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the
Corporation, including, but not limited to, the Articles of Incorporation and any Articles of Amendment.
b) A copy of the By-laws and any amended versions or amendments to the By-laws.
c) Minutes of the proceedings of the Board of Directors and committees having the authority of the Board
of Directors.
d) A list of the names and addresses of the Directors, Officers, and Executive Committee members of the
Board of Directors.
e) A financial statement showing the income and expenses of the Corporation for the three (3) most
recent fiscal years.
f) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the
three (3) most recent fiscal years.
g) All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax
status.
h) The Corporation’s federal income tax returns and state and local information for each of the
Corporation’s three (3) most recent tax years.

Section 2: Inspection and Copying. Copies of these records may be examined by any duly elected Director
or officer of the Lions Organ and Eye Bank of District 2-E2, Inc. upon request. Copies of records shall be
paid at the individual’s own expense.

Section 3: Audit. The finances of the Corporation shall be audited on an annual basis.

ARTICLE X
ADOPTION

Upon the approval and adoption of these By-laws by the members of the Corporation at the Annual
Meeting, all previous By-laws are hereby repealed.

ARTICLE XI
AMENDMENTS

Section 1: Amended. The By-laws may be altered or amended when necessary by a two-thirds majority of
the Board of Directors. Proposed amendments or changes to the By-laws must be submitted to the
Secretary to be sent with regular Board announcements to each Board member and presented to the Board
at the next regular Board meeting. A vote on any By-law changes will occur at the meeting following the
presentation of such changes.

Section 2: Repeal. The Board may propose the repeal of any By-laws at any meeting of the Board. A vote
on any By-law changes will occur at the meeting following the presentation of such changes.

Section 3: Major Changes. Major changes to the By-laws shall be presented to the members for a vote at
the Annual Meeting.

ARTICLE XII
COMPLIANCE WITH FEDERAL STATUTES

Notwithstanding any other provision of the By-laws, this organization shall not conduct or carry on any
activity not permitted to be conducted or carried on by any organization exempt under Section 501(c)(3) of
the Internal Revenue Code and its regulations as they now exist or as they may be amended, or by any
organization, contributions to which are deductible under Section 170(c)(2) of such code and regulations
as they now exist or as they may hereafter be amended.

ARTICLE XIII
DISSOLUTION

Section 1: Transfer of assets. In accordance with the Articles of Incorporation and the amendments
thereto, in the event this organization ceases to exist, all of the assets remaining shall be transferred to
the Texas Lions Camp, provided that it is in existence and a qualified 501(c)(3) organization in
accordance with the Internal Revenue Code. In the event the Texas Lions Camp is not in existence or is
not in compliance with 501(c)(3) of the Internal Revenue Code at the time of such dissolution, the Board
of Directors of the corporation, by majority vote, shall select a Lions organization exempt under the
Internal Revenue Code 501(c)(3) to receive all asset of the Lions Organ and Eye Bank of District 2-E2, Inc.
Under no circumstances shall any of the Corporation’s assets ever be transferred, conveyed, received by,
or inure to the benefit of any individual.

Section 2: Transfer of Endowment Fund. In the event of dissolution of the Lions Organ and Eye Bank of
District 2-E2, Inc., the endowment funds, Lions Organ and Eye Bank of District 2-E2 Trust, shall be given
in whole to Lions Clubs International Foundation to insure charitable use of these monies and assets. In
the event that Lions Clubs International Foundation is no longer in existence, the fund shall be turned
over to a similar non-profit charitable organization chosen by the Board of Directors.

These By-laws were approved for presentation at the Annual Meeting of the Corporation by the Board of
Directors of Lions Organ and Eye Bank of District 2-E2, Inc. at a meeting on March 15, 2009.

These By-laws were approved at the Annual Meeting of Lions Organ and Eye Bank of District 2-E2, Inc.
on April 18, 2009.

Changes to the By-Laws were approved at the Annual Meeting of Lions Organ and Eye Bank of District
2-E2, Inc. on April 24, 2010.

Minor changes to the By-Laws were approved at the Jan 23, 2011 meeting of the Board of Directors.