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S O R O P T I M I S T I N T E R N A T I O N A L O F T H E A M E R I C A S , I N C . ®

2020 Proposed Amendments to the SIA Bylaws

Soroptimist is a global volunteer organization that provides women and girls with access to the education and training they need to achieve economic empowerment.

SI (SOROPTIMIST INTERNATIONAL) LIMITED REGISTERED OFFICE: 8a ROMSEY TERRACE, CAMBRIDGE CB1 3NH UK COMPANY NUMBER 08670477

E-mail: hq@soroptimistinternational.org Website: www.soroptimistinternational.org In General Consultative Status with the Economic and Social Council, United Nations (ECOSOC); Operational Relations with the United Nations Educational, Scientific & Cultural Organisation (UNESCO);

Special List of the International Labour Organisation (ILO), Official Relations with the Food and Agriculture Organisation (FAO); Consultative Status with the United Nations Industrial Development Organisation (UNIDO); Consultative Status with the United Nations Environment Programme (UNEP).

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SI PRESIDENT Sharon Fisher

SI PRESIDENT ELECT Maureen Maguire

SI TREASURER Kathy King

SI DIRECTOR OF ADVOCACY Beverly Bucur

GLOBAL EXECUTIVE DIRECTOR Deborah Thomas

August 15, 2020 Dear Soroptimists, I am Soroptimist International President Sharon Fisher. Like you, I am a member of a club in SIA. I have been asked by SIA leadership to confirm that the statements made in their proposed bylaw changes concerning Soroptimist International are in fact accurate. These are Proposal #2; Proposal #3 and its conforming changes 3A, 3B, and 3C; and Proposal #4. I want to assure you I have reviewed these changes and their rationale. The SIA comments are accurate and these SIA housekeeping changes would be in alignment and reflect the current practices with Soroptimist International. SIA has included some additional clarifying statements on the proposals as well. When Soroptimist International incorporated in August 2013 it replaced its Constitution with a modern governing document called Articles of Association. It also created a new document, its byelaws. These documents ensure Soroptimist International is operating in accordance with the laws of the United Kingdom, where it is incorporated. These changes were shared with each Federation. I know SIA published the changes in their Summary Newsletter as changes occurred. Soroptimist International has posted our updated governing documents on our website. I urge you to review SI’s governing documents, which have been periodically updated since 2014, on this page of the SI website: <https://www.soroptimistinternational.org/members-area/si-resources/ >. Please understand that the elimination of the pre-2013 document known as the SI Constitution in no way invalidates you, or your clubs standing as part of the Soroptimist family. We are all Soroptimists, and we all share equally in the success of our federation and Soroptimist International. With well wishes,

Sharon Fisher Soroptimist International President 2020-2021 Cc: SIA Board of Directors SIA Executive Director & CEO

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PROPOSAL #1: To update our mission in the SIA Bylaws PROPOSED BY: The SIA Board of Directors AMEND Article II, OBJECTS AND ENABLING PROVISIONS, Section 2.01 Objects by substitution by striking (b) “to improve the lives of women and girls through programs leading to social and economic empowerment” and inserting (b) “to provide women and girls with access to the education and training they need to achieve economic empowerment”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 2.01 Objects. The objects of the Federation shall be: (a) to pursue the vision that women and girls have the resources to reach their full potential and live their dreams; (b) to improve the lives of women and girls through programs leading to social and economic empowerment; (c) to work in coalition with Soroptimist International and other Soroptimist federations.

Section 2.01 Objects. The objects of the Federation shall be: (a) to pursue the vision that women and girls have the resources to reach their full potential and live their dreams; (b) to improve the lives of women and girls through programs leading to social and economic empowerment; to provide women and girls with access to the education and training they need to achieve economic empowerment; (c) to work in coalition with Soroptimist International and other Soroptimist federations.

RATIONALE: This update to our Objects aligns the SIA Bylaws with the most recent change in the SIA mission statement. FINANCIAL IMPACT: None. CLARIFYING INFORMATION BASED ON CLUB FEEDBACK:

There were several questions from clubs regarding the removal of “social empowerment” from our mission statement, and the Board’s right to change the mission statement. The SIA Bylaws provide that the Board has the full power to conduct the business of the organization. However, the Board does not work in vacuum. There were two concurrent lines of inquiry taking place that ultimately led to changing the mission statement.

The first was taking place at the United Nations. Kofi Annan, former United Nations Secretary said, “Education is the premise of progress, in every society, in every family.” Over 20 million women and girls throughout our federation fit the profile of our needing our Dream Programs. In 2015, when the United Nation’s 2030 Agenda and 17 Sustainable Development Goals were adopted by world leaders, SI and our UN Representatives contributed to this global consultative process.

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Soroptimist International advocated for our position that equal access to education and training for girls and women

• is a fundamental human right,

• underpins their empowerment,

• directly contributes to equitable employment, and

• is key to improving the lives of women and girls.

While the UN 2030 Agenda with 17 SDG’s and SI were finalizing their stated position on gender equality and education, the SIA Board of Directors was seeking input from clubs to determine what our federation’s next Big Goal should be. Through a number of club surveys beginning in 2015, Soroptimists ultimately came to the same conclusion as the UN and SI’s stated position…. the key to improving women and girls’ lives is economic empowerment through equal access to education. This resulted in our 2021-2031 Big Goal is: Invest in the dreams of half a million women and girls through access to education.

In March 2017, UN Secretary-General Antonio Guterres stated, “We will not achieve the Sustainable Development Goals if there is no accelerated action to empower women economically.” That statement caused our federation board to think about our mission more strategically in concert with our 2021-2031 Big Goal. Should our mission focus on education or the result of that education? The SIA board determined the purpose of our Dream Programs, our mission, is to help women and girl who face obstacles achieve economic empowerment. Economic empowerment is the foundation of any other empowerment of women.

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PROPOSAL #2: To re-state the federation’s relationship and rights to use its name PROPOSED BY: The SIA Board of Directors AMEND Article I, NAME, Section 1.01 Soroptimist International by substitution by adding “of the Americas, Inc.” to the section name; by striking “is one of the Federations designated by Soroptimist International (SI) and is subject to the territorial limits determined from time to time by the Board of Soroptimist International” and inserting “is a member federation of Soroptimist International (SI) which has granted the federation the legal right to use Soroptimist International as part of its name.”

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 1.01 Soroptimist International. Soroptimist International of the Americas, Inc. (SIA), is one of the Federations designated by Soroptimist International (SI) and is subject to the territorial limits determined from time to time by the Board of Soroptimist International.

Section 1.01 Soroptimist International of the Americas, Inc. Soroptimist International of the Americas, Inc. (SIA), is one of the Federations designated by Soroptimist International (SI) and is subject to the territorial limits determined from time to time by the Board of Soroptimist International is a member federation of Soroptimist International (SI) which has granted the federation the legal right to use Soroptimist International as part of its name.

RATIONALE: This amendment clarifies the rights of Soroptimist International of the Americas, Inc., as a member federation of Soroptimist International to use “Soroptimist International” in its name, as granted in Soroptimist International’s Bye-laws in section 2.7. In addition, SI Byelaws, sections 2.1, 2.2, and 2.6 make clear that member federations maintain independent jurisdiction over governance, strategic direction, operations and regulation of their individual Soroptimists, Clubs and organization structures, and that a federation’s geographical boundaries are approved, but not determined, by the SI board. Therefore, information regarding SIA’s territorial limits are removed from this article and section, which deals specifically with the name of the organization. FINANCIAL IMPACT: None. CLARIFYING INFORMATION BASED ON CLUB FEEDBACK: A number of clubs, particularly in Japan were concerned with the use of SIA’s legal name, Soroptimist International of the Americas, Inc., most especially about noting that SIA is incorporated. It is common practice for non-profit volunteer groups to be incorporated in the United States. SIA has been incorporated since 1956. Use of SIA’s legal name has been used in the SIA bylaws beginning with the revision of the Bylaws that was approved by the clubs in 2010. It is possible that the Japanese translation may have inadvertently left this off, but the source document of the translation, has used the incorporated designation with SIA’s name since 2010. SIA, Soroptimist International of the Americas, Inc., and the federation are one and the same.

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PROPOSAL #3: To update our Bylaws to remove mentions of the Soroptimist International Constitution PROPOSED BY: The SIA Board of Directors AMEND Article II, OBJECTS AND ENABLING PROVISIONS, Section 2.03 Interpretation by substitution by striking “of Soroptimist International and”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 2.03 Interpretation. These Bylaws shall be interpreted in a fair, broad, and liberal manner, not in any restrictive or prohibitive manner, consistent with the laws of Soroptimist International and of the Commonwealth of Pennsylvania.

Section 2.03 Interpretation. These Bylaws shall be interpreted in a fair, broad, and liberal manner, not in any restrictive or prohibitive manner, consistent with the laws of Soroptimist International and of the Commonwealth of Pennsylvania.

RATIONALE: Soroptimist International has gone through a complete structural and related governance reorganization since 2014. In addition, the current governing document, specifically the SI Bye-Laws, clearly states in sections 2.2 and 2.6 that each federation maintains its own individual jurisdiction over governance (which includes SIA’s Bylaws), strategic direction, operations and regulation of their individual Soroptimists, Clubs and organization structures, and Soroptimist International has no authority over how individual federations are organized, operated, and governed. SIA’s bylaws no longer need to conform with any provision of, or mention, Soroptimist International’s governing documents. Therefore any mention of the Soroptimist International Constitution should be removed from SIA’s Bylaws as it no longer exists, and the current Soroptimist International governing documents make clear that SI has no jurisdiction or authority over a federation’s governance. FINANCIAL IMPACT: None. INFORMATION FROM THE SIA BOARD: If this proposal is adopted, the following conforming amendments to the SIA Bylaws also are adopted: CONFORMING AMENDMENT 3A: AMEND Article IX, COMMITTEES, Section 9.01 Committees of the Board (b) Laws and Resolutions Committee by substitution by striking “the Soroptimist International Constitution,”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 9.01 Committees of the Board, (b) Laws and Resolutions Committee shall receive proposed amendments to the Soroptimist International Constitution, these Bylaws, Federation Procedures, and resolutions.

Section 9.01 Committees of the Board, (b) Laws and Resolutions Committee shall receive proposed amendments to the Soroptimist International Constitution, these Bylaws, Federation Procedures, and resolutions.

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CONFORMING AMENDMENT 3B: AMEND Article XI, PARLIAMENTARY AUTHORITY by substitution by striking “or the Soroptimist International Constitution”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Article XI, PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws or the Soroptimist International Constitution.

Article XI, PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws or the Soroptimist International Constitution.

CONFORMING AMENDMENT 3C: AMEND Article XII, AMENDMENTS, Section 12.05 Legislative Conformity by substitution by striking “or of Soroptimist International”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 12.05 Legislative Conformity. After review by the Board of Directors, these Bylaws may be adapted to conform with the legislation of any country or province. Such adaptations shall not contravene the objects and purpose of the Federation or of Soroptimist International.

Section 12.05 Legislative Conformity. After review by the Board of Directors, these Bylaws may be adapted to conform with the legislation of any country or province. Such adaptations shall not contravene the objects and purpose of the Federation or of Soroptimist International.

CLARIFYING INFORMATION BASED ON CLUB FEEDBACK: Clubs have two main concerns: one about removing mentions of the SI Constitution from the SIA Bylaws, and the other in regard to statements that SIA’s bylaws are interpreted according to the laws of Pennsylvania.

With the first concern regarding the removal of the SI Constitution from the Bylaws, as stated in the rationale, the SI Constitution no longer exists. In addition, Soroptimist International has completely changed its governance structure beginning in 2013 so that federations are responsible only to themselves for how they are structured and governed, how they operate, their strategic direction. This change in Soroptimist International’s governance and authority over the federations is a result of SI itself undertaking incorporation in the United Kingdom. Soroptimist International President Sharon Fisher, who is from our federation, has confirmed the changes that are proposed in a letter that accompanies these proposals.

Regarding concern about interpretation of the Bylaws. The Bylaws address how the federation grants rights to the clubs and members, what those rights are, and how the federation governs itself. SIA, which is headquartered in the Commonwealth of Pennsylvania, has to be accountable in its operations to the jurisdiction where it is incorporated. However, if there are instances where our federation requires activities of our clubs that are in conflict with SIA’s Bylaws or the laws of Pennsylvania, the Board of Directors has the power to adapt the Bylaws. The federation has always stated it recognizes

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the laws of other countries. The federation follows Pennsylvania laws about indemnifying our SIA Board members for decisions made in good faith, how the SIA Board must hold its meetings, how the SIA Board handles business between meetings, and that it must state the rights of its clubs and members.

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PROPOSAL #4: To restate the entitlements of members PROPOSED BY: The SIA Board of Directors AMEND Article V, CLUB MEMBERSHIP, Section 5.02 Entitlements by substitution by striking in (d) “region delegate to Soroptimist International board meeting;”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 5.02 Entitlements (d) A member shall not hold more than one elected office within the Soroptimist organization. The following are not considered elected offices: parliamentarian; delegate to Federation convention; delegate to a region conference or district meeting; region delegate to Soroptimist International board meeting; any advisor, coordinator, or committee chair or member (including the nominating committee) serving Soroptimist International, the Federation, region, or club.

Section 5.02 Entitlements (d) A member shall not hold more than one elected office within the Soroptimist organization. The following are not considered elected offices: parliamentarian; delegate to Federation convention; delegate to a region conference or district meeting; region delegate to Soroptimist International board meeting; any advisor, coordinator, or committee chair or member (including the nominating committee) serving Soroptimist International, the Federation, region, or club.

RATIONALE: Soroptimist International has gone through a complete structural and related governance reorganization since 2014. In that reorganization, Soroptimist International eliminated the role of a region delegate to international board meetings. This proposal reflects the elimination of that role for any member, and brings the SIA Bylaws into alignment with this current practice. FINANCIAL IMPACT: None.

CLARIFYING INFORMATION BASED ON CLUB FEEDBACK: A club questioned when the region delegate to Soroptimist International board meetings were eliminated. Region delegates to Soroptimist Board meetings were removed from SI’s governing documents in 2013 as a result of the laws of the United Kingdom, where SI is incorporated as an association having no shares capital. The laws of the United Kingdom confine voting at meetings of the Soroptimist International board to those individuals who are appointed as voting delegates (i.e. board members) from each of Soroptimist Internationals member federation. Each federation is permitted two voting delegates.

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PROPOSAL #5: To update The President’s role PROPOSED BY: The SIA Board of Directors AMEND Article VI, OFFICERS; EXECUTIVE DIRECTOR, Section 6.03 The President by substitution by striking “Chairman” and inserting “Chair” and striking “supervision” and inserting “oversight”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 6.03 The President. The President shall act as Chairman of the Board of Directors and shall have general supervision over the activities and operations of the Federation, subject, however, to the control of the Board of Directors. To be eligible for the office of President, the person must have served for the immediately preceding year or part thereof as President-elect. The President's duties shall include, without limitation, to: (a) preside at all meetings of the Board and share presiding duties with the immediate past president at the convention; (b) appoint all committees, unless otherwise provided in these Bylaws; (c) ensure that the Board engages in strategic planning, development of policies and programs which complement the mission of the Federation, and receives evaluations of policies; (d) cause the policies, plans and programs approved by the Board to be implemented through the Executive Director and evaluated by the Board; (e) cause the program of activities for conventions to be developed in consultation with the Board and in accordance with the approved budget; (f) cause regular reports of the actions of the Board and the Federation to be provided to clubs and their members; (g) recommend, with the approval of other members of the Board, persons from the

Section 6.03 The President. The President shall act as Chairman Chair of the Board of Directors and shall have general supervision oversight over the activities and operations of the Federation, subject, however, to the control of the Board of Directors. To be eligible for the office of President, the person must have served for the immediately preceding year or part thereof as President-elect. The President's duties shall include, without limitation, to: (a) preside at all meetings of the Board and share presiding duties with the immediate past president at the convention; (b) appoint all committees, unless otherwise provided in these Bylaws; (c) ensure that the Board engages in strategic planning, development of policies and programs which complement the mission of the Federation, and receives evaluations of policies; (d) cause the policies, plans and programs approved by the Board to be implemented through the Executive Director and evaluated by the Board; (e) cause the program of activities for conventions to be developed in consultation with the Board and in accordance with the approved budget; (f) cause regular reports of the actions of the Board and the Federation to be provided to clubs and their members; (g) recommend, with the approval of other members of the Board, persons from the

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Federation to serve on Soroptimist International committees; (h) serve as an ex-officio member of all committees; and (i) perform such other duties as pertain to the office and as may be assigned by the Board.

Federation to serve on Soroptimist International committees; (h) serve as an ex-officio member of all committees; and (i) perform such other duties as pertain to the office and as may be assigned by the Board.

RATIONALE: This restatement clarifies the President’s role, and ensures that the job of the President is appropriately stated. Section 8.02 of the SIA Bylaws provide that the SIA Board, as a group, has the full power to conduct, manage, and direct the business and affairs of the Federation. As such, the President does not have personal or individual authority of supervision of the activities or operations of the federation, but on behalf of the Board, provides general oversight to ensure the activities and operations of the federation are in alignment with the Board’s stated priorities. FINANCIAL IMPACT: None. INFORMATION FROM THE BOARD: This change has been reviewed by SIA’s General Counsel; there are no conflicts with Pennsylvania Nonprofit Corporation Law.

CLARIFYING INFORMATION BASED ON CLUB FEEDBACK:

Clubs questioned the change of terminology from supervision to oversight. Oversight is the broad responsibility for outcomes, where supervision is the day to day management of how an activity is carried out. SIA’s Board is a governing board, responsible for establishing our organizational identity through direction setting, ensuring resources, and providing oversight. The Board provides oversight in setting and monitoring policy, support and evaluating the Executive Director & CEO, monitoring and strengthening programs and services, protecting assests and providing financial oversight, and ensuring legal and ethical integrity. As a member of the Board, and on behalf of the Board, the President conducts this oversight.

Clubs also questioned the change of chairman to chair. This change was undertaken to eliminate sexist language from SIA’s Bylaws. This change does not change the range of activities that the President oversees or participates, as noted in the specific duties of the office in sub-sections (a) through (i).

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PROPOSAL #6: To add a new section on filling officer vacancies PROPOSED BY: The SIA Board of Directors AMEND Article VI, OFFICERS; EXECUTIVE DIRECTOR, by adding Section 6.09 Vacancies. PROPOSED AMENDMENT WOULD READ: Section 6.09 Vacancies.

(a) Should a vacancy occur in the office of President, the President-elect shall automatically succeed to that office and complete the unexpired term in addition to the term to which elected, regardless of length.

(b) Should a vacancy occur in the office of President-elect, the Federation will conduct another election of the clubs, soliciting candidates from those members of the Board currently serving.

(c) Should a concurrent vacancy in the offices of President and President-elect take place, the Board will elect from among its current members an Acting President until such time as the Federation can conduct and conclude another election of the clubs.

(i) If concurrent vacancies occur before March 1st, elections to fill the positions will be concluded within 90 days of the vacancies. Candidates for President and President-elect shall be solicited from those members of the Board currently serving and complete the unexpired term of President and President-elect.

(ii) If concurrent vacancies occur on or after March 1st, the Acting President will complete the unexpired term of President. If through the normal schedule of elections, a President-elect for the upcoming term beginning on September 1st has already been elected, or the election for that position is underway, that individual will immediately or upon election fill the vacancy in the unexpired term of President-elect, and become President on September 1st. Another election will take place to elect a new President-elect for the term commencing on September 1st. Candidates for that election shall be solicited from among the current members of the Board and those members who will begin their Board service on September 1st.

(d) Should a vacancy occur in the office of Secretary/Treasurer, the Board shall elect from among its members one person who does not hold the office of President or President-elect.

RATIONALE: The Federation Procedures currently state how to fill vacancies in the positions of President or President-elect. Note, this amendment would move this information into the Bylaws. Currently, there is no provision on how to fill a concurrent vacancy in both the office of President and President-elect, and that information has been added with this proposal, as well as filling a vacancy in the office of Secretary/Treasurer.

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Especially when filling concurrent vacancies, there is balance between ensuring there is someone in these critical officer positions, and ensuring the clubs have a voice in picking their leaders. Given Soroptimist’s election schedule, concurrent vacancies will be handled differently depending on when the vacancies occur. This takes into account Soroptimist’s normal election schedules. It also takes into account the time necessary to prepare a new President and President-elect for such special events as Official Visits, Convention, and Governors Round Table. If approved, a conforming change in the Federation Procedures H. NOMINATIONS AND ELECTIONS PROCEDURES 3. Filling a vacancy on the Federation Board of Directors would remove the information about vacancies in the offices of President and President-elect.

PROCEDURE CURRENTLY READS PROCEDURE PROPOSED WOULD READ Federation Procedure H. NOMINATIONS AND ELECTIONS PROCEDURES 3. Filling a vacancy on the Federation Board of Directors - Should a vacancy occur on the Board of Directors, the Electoral Area represented by the vacancy shall be instructed to conduct another election to replace the member. If the Electoral Area follows the rotation system of election, the replacement shall come from the same region as the vacancy. Time frames should be shortened so that a replacement is duly elected within 90 days. If through the normal schedule of elections, the Electoral Area will complete the election of a successor within 90 days, or a Board member-elect from that Electoral Area has already been determined, that member will immediately fill the vacancy and complete the unexpired term in addition to the term to which they were elected. a. Should the vacancy occur in the office of President, the President-elect shall automatically succeed to that office and complete the unexpired term in addition to the term to which elected, regardless of length. b. Should the vacancy occur in the office of President-elect, the Federation will conduct another election, soliciting candidates from those members of the Board currently serving.

Federation Procedure H. NOMINATIONS AND ELECTIONS PROCEDURES 3. Filling a vacancy on the Federation Board of Directors - Should a vacancy occur on the Board of Directors, the Electoral Area represented by the vacancy shall be instructed to conduct another election to replace the member. If the Electoral Area follows the rotation system of election, the replacement shall come from the same region as the vacancy. Time frames should be shortened so that a replacement is duly elected within 90 days. If through the normal schedule of elections, the Electoral Area will complete the election of a successor within 90 days, or a Board member-elect from that Electoral Area has already been determined, that member will immediately fill the vacancy and complete the unexpired term in addition to the term to which they were elected. a. Should the vacancy occur in the office of President, the President-elect shall automatically succeed to that office and complete the unexpired term in addition to the term to which elected, regardless of length. b. Should the vacancy occur in the office of President-elect, the Federation will conduct another election, soliciting candidates from those members of the Board currently serving.

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FINANCIAL IMPACT: There is no financial impact in moving the information on filling vacancies from the SIA Procedures to the SIA Bylaws. However, there are impacts to hold an unplanned election. Elections can cost approximately $2,500 to carry out, plus translation of the resumes of each candidate, which average $1,000 per candidate. These costs exist whether there is a section in the Bylaws on vacancies, or whether that information remains in the Federation Procedures.

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PROPOSAL #7: To increase the number of Electoral Areas to fourteen PROPOSED BY: The SIA Board of Directors AMEND Article VIII, Board of Directors, Section 8.04 Electoral Areas by substitution by inserting a new sub-section “(n) Electoral Area 14 Taiwan Region”; and in sub-section (e) by striking “and Taiwan”.

CURRENTLY READS PROPOSED AMENDMENT WOULD READ Section 8.04 Electoral Areas. The Electoral Areas are comprised of clubs in the following areas: (a) Electoral Area 1: Brazil Region (b) Electoral Area 2: Eastern and Western Canada Regions (c) Electoral Area 3: Japan Minami and Nishi Regions (d) Electoral Area 4: Japan Higashi and Kita Regions (e) Electoral Area 5: Korea and Taiwan Regions (f) Electoral Area 6: Mexico/Centroamerica and America del Sur Regions (g) Electoral Area 7: Philippines Region (h) Electoral Area 8: Japan Chuo Region (i) Electoral Area 9: Camino Real, Desert Coast, and Golden West Regions (j) Electoral Area 10: Founder, Sierra Nevada, and Sierra Pacific Regions (k) Electoral Area 11: Midwestern, North Central, South Central, and Southern Regions (l) Electoral Area 12: North Atlantic, Northeastern, and South Atlantic Regions (m) Electoral Area 13: Northwestern and Rocky Mountain Regions

Section 8.04 Electoral Areas. The Electoral Areas are comprised of clubs in the following areas: (a) Electoral Area 1: Brazil Region (b) Electoral Area 2: Eastern and Western Canada Regions (c) Electoral Area 3: Japan Minami and Nishi Regions (d) Electoral Area 4: Japan Higashi and Kita Regions (e) Electoral Area 5: Korea and Taiwan Regions (f) Electoral Area 6: Mexico/Centroamerica and America del Sur Regions (g) Electoral Area 7: Philippines Region (h) Electoral Area 8: Japan Chuo Region (i) Electoral Area 9: Camino Real, Desert Coast, and Golden West Regions (j) Electoral Area 10: Founder, Sierra Nevada, and Sierra Pacific Regions (k) Electoral Area 11: Midwestern, North Central, South Central, and Southern Regions (l) Electoral Area 12: North Atlantic, Northeastern, and South Atlantic Regions (m) Electoral Area 13: Northwestern and Rocky Mountain Regions (n) Electoral Area 14: Taiwan Region

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PROVISO: If approved, the new seat for Electoral Area 14 will become available on September 1, 2021. A member from Taiwan Region will already be serving in the Electoral Area 5 seat, and will continue to serve from Electoral Area 5 through August 31, 2021, the first year of her board term. This member will then serve a one-year term from the Electoral Area 14 seat from September 1, 2021 through August 31, 2022, thereby completing her two-year term as an SIA Board member. An election to fill the Electoral Area 5 seat from Korea Region for the September 1, 2021-August 31, 2023 term will commence immediately after the results of the laws and resolutions mail ballot are known in mid-December 2020. Following the regular times for nominations, consent, and ballot, a member from Electoral Area 5-Korea Region will be elected in time for orientation at the June 23-26, 2021 SIA Board meeting. Electoral Area 5 will elect on one cycle (2021-2023, 2023-2025, etc.) and Electoral Area 14 will elect on the opposite cycle (2022-2024, 2024-2026, etc.)

RATIONALE: This proposal provides an electoral area for each of two regions that are seeing growth in clubs and members over the past 5 years. Currently, Korea Region and Taiwan Region share Electoral Area 5, and rotate electing a member to the board every two years. It also ensures a diverse board that has annual representation from the various cultures and language groups that comprise our federation. Korea Region Taiwan Region Clubs Members Clubs Members 2014-20151 33 707 24 1,239 2015-20161 39 849 24 1,265 2016-20171 38 778 26 1,444 2017-20181 38 839 33 1,638 2018-20191 43 840 37 1,782 2019-20202 44 807 39 1,801 (1statistics as of May 31st of each year; 2statistics as of March 31, 2020) INFORMATION FROM THE BOARD: This proposal is the result of the work undertaken by the SIA Board, serving as the Governance Task Force. The SIA Board of Directors is undergoing a multi-year effort to evaluate SIA’s governance structure. This effort started with a request to the Board in January 2017 from Taiwan Region to be assigned to an electoral not shared with another region; currently Taiwan Region and Korea Region share an electoral area, and alternate electing a member to the board. At the same time, SIA’s previous audit firm, Clifton Larson Allen, also provided suggestions for changes in governance, in relation to the position of secretary/treasurer and committees of the board. The board reviewed the information from the auditors and the request from Taiwan Region at their June 2017 meeting. At that time, the board determined additional in-depth study was necessary for such critical issues. The Board voted to establish a task force on governance to work through the governance issues brought to the Board’s attention.

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In November 2017, the Board formally set up the Task Force on Governance. The Board determined it would serve as the task force and handle its business in the agenda of the Board’s regular meetings to alleviate additional expenses related to this work. The work of the board since November 2017 has included the following: 1) Review and recommendation of the factors to guide the establishment of electoral areas. The Board determined the following factors would guide their recommendations for any changes in electoral area, with the factors listed in ranked order as determined by the Board.

• Language, cultural, ethnic and economic circumstances • Geographic areas • National boundaries • Numbers of clubs/members

2) Review/recommend configuration of electoral areas with the following conditions. • Give special attention to areas of the federation that are growing in terms of clubs and members

The Board is undertaking additional work that may lead to more governance proposals at the 2022 or 2024 Biennial Convention. This is important to consider as current governance experts are recommending streamlined governance with smaller boards. SIA has a unique governance system. It is grounded in our value of diversity in a global organization. The Board’s policies, as found in Board Policy V. Board Value Statements, A. Values About Being Part of a Global Organization states:

3. The organization accommodates diversity by removing language as a barrier to full participation in the organization. SIA accommodates a diversity of languages in the federation by offering resources in all the federation languages. Communicating in a variety of languages allows SIA to:

a. support its membership equally b. provide leadership and service opportunities to a diversity of members c. increase its membership d. reach more women and girls

To realize diversity at the highest level of the organization on the SIA Board of Directors, SIA provides interpretation to non-English speakers and when holding a face to face meeting, transports board members and interpreters to the meeting site. Employing the skills of the same professional interpreters for all of our board meetings ensures that concepts and terminology specific to Soroptimist are interpreted consistently from meeting to meeting. FINANCIAL IMPACT: The expected total cost of adding an electoral area in Taiwan assumes there will be two board meetings a year. It is expected to begin with direct costs at $23,400 - $27,000 a year. The direct expenses are broken down for two board meetings a year as follows: Airfare and ground transportation $5,000 – 7,000 Hotel $2,400 – 3,000

Meals $2,000 – 3,000 Interpreter and associated expenses $14,000

Indirect expenses associated with support of the board and their activities are additional.

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While direct expenses associated with board meetings, especially airfare, meeting space and hotel, over which SIA has little control, have escalated, the SIA board has moved to contain these expenses with in their control. Most significantly, in March 2018, the board decided to hold only two meetings each year; previously, in a convention year, the board held three meetings, and in the non-convention year, held two meetings. In the year with two meetings, the board meetings are extended by one day to maximize the transportation expenses, but does increase the hotel and meal costs by that extra day. Meetings are held in mid-range hotels (3 and 4 star), which maintain an appropriate level of service and security, but do not have as many amenities as higher-rated properties. Another financial impact is our board size can vary from 13 to 15 members in any given year, depending on when in their term on the board a member is elected as president-elect. If elected in the second year of their term, they require two more years to complete the term of office as president-elect/president. Being elected in the second year of the board term as president-elect means their successor from the electoral area has already been elected. This special circumstance expands the board by one or two members (depending on whether both the president-elect and/or president have been elected in their second year on the board) and brings with it the associated expenses. This recommendation would increase the board size by one, so the size of the board would vary from 14 to 16 members, as it noted in the conforming change in Proposal 7.A. below to Article VIII, Board of Directors, Section 8.01 Composition and Term of Office. Board meetings have been averaging a cost of approximately $95,000 per meeting; this expense is up 20% since 2017 due to inflation and the hospitality and airline industry price increases, far exceeding cost of living adjustments. SIA has used video or audio conferencing as an alternative to face-to-face board meetings. Because our board meetings are conducted in at least five languages to reflect our value of diversity and fellowship, we can usually manage one to two pieces of business in three hours at a cost of approximately $11,000. But because of our multicultural profile, it is far more expeditious to call an in person meeting to complete 24 hours of business because it affords the opportunity for our non-English speaking board members to have direct contact with interpreters and board members and keep the discussions transparent. It also allows the board to discuss other issues at breaks, prepare for region visits, hold board orientation and gives the flexibility to start early, end slightly later or hold decision to the following day. Conducting business this way would not be possible via video or audio conferencing. A virtual approach would require 8 – 3-hour meetings to complete the business we conduct in three and a half days. Meetings are only one facet of overall board expenses. Board expenses also include another $165,000 to cover board orientation, officer related expenses, official visits to region conferences, the fundraising council and three taskforces. Overall board expenses for FY19/20 were budgeted at $366,000, which is 6% of overall operating costs. The overall board expenses have ranged from as low as 4% to as high as 7% in 2017-2018 (three board meetings, including one in Japan.)

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CONFORMING CHANGES: If approved, the following conforming changes would be made to the SIA Bylaws and SIA Procedures:

Proposal #7.A. Bylaws section 8.01 Composition and Term of Office

CURRENTLY READS WOULD READ

The Board of Directors shall consist of at least 13 regular members, one from each Electoral Area. If the President or President-elect is remaining on the Board in order to serve her term, the Board of Directors shall have up to fifteen members. Directors shall hold office for a term of two years, commencing on September 1st in the year of election, and shall serve until a successor has been elected and qualified, or until their inability to serve.

The Board of Directors shall consist of at least 13 14 regular members, one from each Electoral Area. If the President or President-elect is remaining on the Board in order to serve her term, the Board of Directors shall have up to fifteen sixteen members. Directors shall hold office for a term of two years, commencing on September 1st in the year of election, and shall serve until a successor has been elected and qualified, or until their inability to serve.

Proposal #7.B. SIA Procedures Section H. Nominations and Elections, Section 1:

CURRENTLY READS WOULD READ

Board of Directors Electoral Areas are established in Article VIII of SIA Bylaws. The chart below shows the method of nomination and election chosen by the internal divisions: Electoral Area 1 (Brazil) At-Large Electoral Area 2 (Eastern and Western Canada

Regions) Rotation Electoral Area 3 (Japan Minami and Nishi Regions)

Rotation Electoral Area 4 (Japan Higashi and Kita Regions)

Rotation Electoral Area 5 (Korea and Taiwan Regions)

Rotation Electoral Area 6 (Mexico/Centroamerica and

America del Sur Regions) Rotation Electoral Area 7 (Philippines Region)

At-Large Electoral Area 8 (Japan Chuo Region) At-Large Electoral Area 9 (Camino Real, Desert Coast,

Golden West Regions) At-Large Electoral Area 10 (Founder, Sierra Nevada, Sierra

Pacific Regions) Rotation

Board of Directors Electoral Areas are established in Article VIII of SIA Bylaws. The chart below shows the method of nomination and election chosen by the internal divisions: Electoral Area 1 (Brazil) At-Large Electoral Area 2 (Eastern and Western Canada

Regions) Rotation Electoral Area 3 (Japan Minami and Nishi Regions)

Rotation Electoral Area 4 (Japan Higashi and Kita Regions)

Rotation Electoral Area 5 (Korea and Taiwan Regions)

Rotation At-large Electoral Area 6 (Mexico/Centroamerica and

America del Sur Regions) Rotation Electoral Area 7 (Philippines) At-Large Electoral Area 8 (Japan Chuo Region) At-Large Electoral Area 9 (Camino Real, Desert Coast,

Golden West Regions) At-Large Electoral Area 10 (Founder, Sierra Nevada, Sierra

Pacific Regions) Rotation

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Electoral Area 11 (Midwestern, North Central, South Central, Southern) Rotation

Electoral Area 12 (North Atlantic, Northeastern and Central East Coast) Rotation

Electoral Area 13 (Northwestern and Rocky Mountain Regions) Rotation

Electoral Area 11 (Midwestern, North Central, South Central, Southern) Rotation

Electoral Area 12 (North Atlantic, Northeastern and Central East Coast) Rotation

Electoral Area 13 (Northwestern and Rocky Mountain Regions) Rotation

Electoral Area 14 (Taiwan Region) At-large

CLARIFYING INFORMATION BASED ON CLUB FEEDBACK:

Clubs had two major concerns: whether/how the federation could afford adding a new electoral area, and why an electoral area would be added when other regions had more clubs and members and two or more of those regions shared an electoral area and should have their own electoral areas. Regarding the financial aspects, the Board agreed to this proposed amendment before the COVID-19 pandemic. The pandemic has forced all organizations, including Soroptimist, to institute virtual meetings for its leadership. At the present time, we do not know how long the effects of the pandemic will force Soroptimist to hold virtual Board meetings. But now, having experience with virtual meetings, it may mean that the SIA Board would not meet exclusively via in-person meetings. As is current practice, the determination of where (and how) to hold board meetings would be part of the annual budget process. If it was the Board’s determination to hold only in-person meetings during a fiscal year, then the expense of the meetings including transportation, accommodations and meals would need to be covered in the budget. The budget is funded through member dues, and earnings from investments. Regarding adding an electoral area when other electoral areas shared by regions had more clubs and members, the addition of an Electoral Area 14 assigned to Taiwan Region is not based solely on the number of clubs and members, even though the number of clubs and members in Korea and Taiwan Regions are growing. It is based on ensuring that the Board electoral areas take into consideration language, cultural, ethnic and economic circumstances. This factor is the most important of the four the SIA Board used as a guiding principle (see the section Information from the Board above, section 1) in reviewing the electoral areas. Adding a new electoral area assigned to Taiwan ensures that two regions with very different languages and cultures have a voice on the SIA Board through their own electoral area. Other electoral areas with more than one region share a common language and culture. Conversely, several clubs questioned why the Board did not merge electoral areas with common language and cultures that are showing a decline in the number of clubs and members. A task force has been appointed under the leadership of 2020-2021 SIA President Penny Babb to consider how to align our structure to ensure governance is balanced, effectively supports and advances our strategic direction, and achieves a decision making and work process that will enable us to accomplish our 2021-2031 Big Goal. This taskforce will be guided by our value of diversity, and our changing member representation. The work of this taskforce, as they initially consider what it will require to have a balanced federation board and the pathway to become a federation board member, will necessitate a review of our electoral areas, keeping in mind our languages, cultures, ethnicities, and the changing economic conditions and member representation. Recommendations will be forthcoming in 2021/2022.

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PROPOSAL # 8: To update the Bylaws regarding mail ballots PROPOSED BY: The SIA Board of Directors AMEND Article XII, AMENDMENTS, by adding Section 12.06 Mail Ballots. PROPOSED AMENDMENT WOULD READ: Section 12.06 Mail Ballots. Mail ballots undertaken in accordance with these Bylaws shall include the use of electronic technology, such as the Internet, to the full extent permitted under the Pennsylvania Nonprofit Corporation Law. RATIONALE: Soroptimist International of the Americas is incorporated in Pennsylvania. Pennsylvania Nonprofit Corporation Law (PNPCL) has permitted electronic voting, including voting over the Internet, for a number of years. Based on this knowledge, SIA has embarked on electronic balloting. This new section affirms the ability to utilize technology to conduct elections or voting mentioned in various sections of the Bylaws in accordance with this long-standing state law. FINANCIAL IMPACT: None.