Bylaws

Below are the Bylaws proposed and the voting results (2/3 vote required to pass).

Click here to see the full report of ZI Bylaws and Resolutions Committee.
Of particular interest:

  • Independent Members will be called Supporting Members. They belong directly to Zonta International and their eligibility and rights are now spelled out (1a, b)
  • “Classifications” of members will no longer be used (3,19)
  • Committee Chairmen will be called Committee Chairs (6a)
  • As a result of the Pandemic, many clubs meet virtually, so the term e-clubs will be phased out. A club is a club, regardless of how it meets. (10a)
  • Area Directors are now allowed to serve a second term, either consecutive or not (12)
  • Districts must now adopt District Bylaws (in addition to Rules of Procedure) (16)  See ZI Forms for template
  • As many clubs have problems in filling all board positions, new bylaws allow any offices except the presidency to be combined (20) and for officers and directors to serve up to 4 years. (21)

The first set of motions pertain to various membership and club topics.
1.(a) Article IV Members SECTION 1. Categories, p. 4.  Amended and passed 92%
    Independent Members renamed to Supporting Members
1.(b) Article IV Members SECTION 3. Supporting Members. Yes 92%
   Supporting Members Eligibility, Rights and Termination conditions spelled out.
2. Article VI Officers and Directors SECTION 1. Officers (d) Duties (1) President. p. 8. Yes 98%
    International President oversees ALL members – from Supporting Members to club members
3. Article IV, Members SECTION 2. Zonta Clubs (b) Diversity of Membership, p. 5.  Yes 97%
    “Classifications” removed; membership composition should be inclusive and diverse.
4. Article IV, Members SECTION 2. Zonta Clubs (c) Termination, p. 5.  Yes 86%
     Requirement of a club to meet quarterly removed.  Clubs decide meeting frequency.

The following six amendments pertain to electronic voting.
5.(a) Article VI. Business Meetings and Voting. NEW  Yes 95%
   Acknowledgment of the preference of electronic voting when appropriate.
5.(b) Article XIII Districts SECTION 11. Business Meetings and Voting, p. 22-23.  Yes 98%
   Acknowledgment of virtual, hybrid meetings and electronic or mail voting when appropriate
5.(c) Article VI Officers and Directors SECTION 1. Officers, p. 7. Yes 98%
    Allows elections to be held in advance of or at a Zonta International Convention.
5.(d) Article VI Officers and Directors SECTION 2. Directors, p. 9.  Yes 98%
Allows elections to be held in advance of or at a Zonta International Convention.
5.(e) Article XI Zonta International Nominating Committee SECTION 3. Election (NEW) and SECTION 4. Term, p. 14. Yes 98%
  Allows elections to be held in advance of or at a Zonta International Convention.
5.(f) Article X. Convention. SECTIONS 1, 3, 4, 5 and 6, p. 12-13.  Yes 98%
Clarifies the Zonta International Board’s role related to convention business and ensures notice of meetings are in compliance with Illinois law.

The following three amendments pertain to a change of the words Chairman and Vice Chairman in all Governing Documents. 6.(b) and 6.(c) will be considered only if 6.(a) is not adopted.
6.(a) Article VI Officers and Directors, SECTION 1. (d) Duties (3) President-Elect, p. 8.  Yes 98%
   Committee Chairman renamed to Committee Chair

The following amendment allows international directors to serve a second term.
7. Article VI Officers and Directors SECTION 2. Directors (b) Election, Term of Office, p. 9.  NOT PASSED
Concern was expressed that more diversity for others to be elected vs. running against an incumbent; also, how to ensure we are not in the same situation in 4 years.

The following amendment allows for consistency in the following articles that will be changed to require 60 days instead of 90 days: Article XI ZI Nominating Committee, Article XII Committees, Article XIII Districts, Article XVII Resolutions, Article XIX Amendments to Bylaws.
8. Amending requirement of 90 days’ notice time to 60 days  Yes 95%
Use of internet and email allows plenty of time for materials to be reviewed.

The following articles pertain to changes to the standing committees in the Bylaws. If item 9.(a) is adopted, 9.(c) will not be discussed.
9.(a) Article XII Committees SECTIONS 4-15, p. 16-17.  NOT PASSED
     Voting members rejected removing standing committees from the bylaws at this time. Resolution 2 long-term plan is expected to address committee structure and recommendations.
9.(b) Article XII Committees SECTION 5. Finance Committee, p. 16.  Yes  98%
The proposed text simplifies the description of the Finance Committee’s duties while still documenting the critical responsibilities
9.(c) Article XII Committees, SECTION 12. Z Club and Golden Z Club Committee, p. 17.  NOT PASSED
    Voting members rejected the addition of Junior Z Clubs. The sentiment was that there are not enough club members to take on an additional project.

The following two amendments pertain to e-clubs. If item 10.(a) is adopted, item 10.(b) will not be presented but changed for consistency.
10.(a) Article XIII SECTION 1. Definition and Purpose, p. 17Yes 87%
     A district is a group of Zonta clubs and e-clubs within a geographical territory or territories, as determined by the Zonta International Board.

The following amendments pertain to districts.
11. Article XIII Districts SECTION 2. How Established (a), p. 18. Yes 98%
      How districts are named was removed from the bylaws (it is procedural).
12. Article XIII Districts SECTION 6. (c) Term of Office, p. 19.  Yes 91%
      Treasurers and area directors are now allowed to serve a second term either consecutive or not.
13. Article XIII Districts SECTION 7. Duties of Officers and SECTION 8. Vice Area Directors, p.19-20.  Yes 97%
Governor duties simplified – see District Manual for details; secretary duties to give more freedom for district decisions  
14. Article XIII Districts SECTION 13. Nominating Committee (a) How constituted, p. 23.  Yes 98%

    The member receiving the most votes will be Committee Chair 
15. Article XIII Districts SECTION 13. Nominating Committee (e) Duties, p. 24. Yes 98%

Rewording better reflects requirements and reference to relevant rules/procedures
16. Article XIII Districts, SECTION 15. Rules of Procedure, p 24. Yes 98%
       Districts must now adopt Bylaws in addition to Rules of Procedure (template at ZI Forms)

The following amendments pertain to clubs.
17. Article XIV Clubs SECTION 2. Bylaws (NEW)  Yes 98%
Requirement for clubs to adopt bylaws added here to make it easier to find. (see ZI Forms for template)
18. Article XIV Clubs SECTION 3. Zonta International and Good standing (NEW)  Yes 66.8%

Definition of clubs in good standing moved here from Glossary to make it easier to find.
19. Article XIV Clubs SECTION 2. Members, p. 25.  Yes 98%

Clarification of members in good standing for Club Board approval; classification is no longer needed
20. Article XIV Clubs, SECTION 4. Officers and Directors, p. 26  Yes 96%
As many clubs have problems in filling all board positions, the proposal permits any offices except the presidency to be combined.
21. Article XIV Clubs SECTION 4(c)Term of Office, p. 26. Yes 77%
Officers and Directors can serve up to 2 consecutive terms in the same office.
22. Article XIV Clubs SECTION 8. Nominating Committee (a – e), p. 29.  Yes 95%
Simplified description of duties of Nominating Committee; Club can choose the number of members

The following amendment pertains to resolutions.
23. Article XVII Resolutions SECTION 3. Powers of the Bylaws and Resolutions Committee, p.33.Yes 95%
  The committee has the authority to edit proposals for clarity

The following seven proposals [24.(a) to 24.(h)] proposed by the Zonta International Bylaws and Resolutions committee pertain to removal of detailed procedures for removal, termination and suspension from the Bylaws. If item 24.(a) is adopted, 24.(c), 24.(d), 24.(e), 24.(f), 24.(g) and 24.(h) will be deemed adopted.
24.(a) Article VII Zonta International Board, SECTION 11 Removal, p. 11.  Yes 94%
      Detailed procedures moved to the new Zonta International Suspension, Expulsion and Removal Policy
24.(b) Article VII Zonta International Board, SECTION 11. Removal, p. 11.  Yes 98%
      Illinois law required adding: A director can be removed pursuant to applicable law
24.(c) Article XI Zonta International Nominating Committee SECTION 6. Removal, p. 15.
24.(d) Article XIII District SECTION 10. District Board (e) Removal, p. 21-22.
24.(e) Article XIV Clubs SECTION 4. Officers and Directors (e) Removal, p. 27.
24.(f) Article XIV Clubs SECTION 8. Nominating Committee (f) Removal, p. 29.
24.(g) Article XIV Clubs SECTION 12. Suspension and Expulsion (a) Club, p. 30.
24.(h) Article XIV Clubs SECTION 12. (b) Member, p. 30-31.

The following seven amendments pertain to editorial changes to facilitate the reading of the Bylaws of Zonta International and Rules of Procedure.
The 7 amendments were proposed as one motion. Yes 98%
25.(a) Article IV, Members SECTION 1. Categories, p. 4.
25.(b) Article IV SECTION 2. Zonta Clubs, p. 4.
25.(c) Article IV, Members SECTIONS 3 and 4, p. 6.
25.(d) Article VII Zonta International Board SECTION 2. Duties and Powers, p. 9-10.
25.(e) Article XIII Districts SECTION 6. Officers, p. 18.
25.(f) Article XVII SECTION 1. Definition and Duration, SECTION 2. How Proposed, p. 33.
25.(g) Rules of Procedure 5 Club Liability Insurance (US/Canada), p. 38.

The following are proposed amendments to the Rules of Procedures of Zonta International.
These clarifications of current practices were passed with no discussion  Yes 98%
26.(a) Rules of Procedure 3. Dues and Fees, (a)(1) p. 37. – Per capita dues 1 April through 31 May
26.(b) Rules of Procedure 3. Dues and Fees, (a)(2) p. 37. – Nonpayment of international dues and fees
26.(c) Rules of Procedure 3. Dues and Fees, (b) p. 37. – Independent member dues

27. Rules of Procedure 4. District Voting, p. 38.  Yes 98%
As 5(b) was passed, this article on mailing ballots and voting is not needed.
28. Rules of Procedure 8. United Nations and Council of Europe, p. 39  Yes 98%
This section of text is more appropriate as a policy since part (a) is providing explanation and part (b) relates to actions of the Zonta International Board.