2022 Proposals

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PROPOSAL A

Consistency and Clarity

The Board proposes the following series of amendments to the Bylaws of Toastmasters International and the Club Constitution to make the language use and the style more consistent, clear, and in line with modern practices:

1. Minor grammatical and wording changes throughout to improve readability and clarity.
2. Capitalize “Corporation” when it refers to Toastmasters International in line with current practices when referencing specific entities (e.g., the District).
3. Capitalize “Bylaws” when it refers to the Bylaws of Toastmasters International, such as in the phrase “these Bylaws.” Further, include the phrase “of these Bylaws” to clarify when referenced articles are within the Bylaws of Toastmasters International and not subsequent governing documents.
4. As Division Directors are elective officers, include Division Directors in the list of elective officers in the Bylaws of Toastmasters International, Article XII: Districts, Section 3(a). The proposed amendment does not change the Division Director role in any way.
5. Replace uses in the Club Constitution of “president” with “Club President” when referring to that role to remove ambiguity.

 

To view the full text of the amendments for Proposal A, click here.

 

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PROPOSAL B

Restatement of the Organization and Club Purposes

Language is ever-changing—words and phrases that were commonly used and understood in the past may no longer be relevant. As part of a regular review of the governing documents, the Board considered the impact of changes in language to offer greater ease of understanding to members around the world.

The Board proposes amendments to the Bylaws of Toastmasters International and the Club Constitution to enhance the clarity and readability of the stated purposes of Toastmasters International and Member Clubs. These amendments preserve the meaning of these purposes but express them in a more concise, modern manner.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article I: Purpose, Sections 1 and 2
2. Club Constitution for Clubs of Toastmasters International
1. Article I: Purpose

 

To view the full text of the amendments for Proposal B, click here.

 

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PROPOSAL C

Inclusive Language for Gender

As an organization incorporated in the state of California, United States of America, Toastmasters International periodically reviews changes in California state and United States federal legislation that might impact the organization’s governing documents. California has made changes to regulations surrounding nondiscrimination, adding the phrases “gender identity” and “gender expression” for greater inclusivity.

The Board proposes adding these phrases to the organization’s nondiscrimination clauses in the governing documents to be more inclusive and align with legal regulations.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article III: Membership, Sections 2 and 7
2. Club Constitution for Clubs of Toastmasters International
1. Article II: Membership, Section 1

 

To view the full text of the amendments for Proposal C, click here.

 

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PROPOSAL D

Communication and Technology

Technology-based methods of communication are quickly evolving, and new terminology is introduced regularly. Amendments to the governing documents relating to methods of communication can help safeguard the documents against extensive future changes and ensure they align with current technology use.

The Bylaws, Article XIII, Section 9: Electronic Transmissions, outlines the requirements that must be met for written communication, regardless of the specific method of transmission. By referencing this section and substituting “in writing” for lists of written communication methods, the documents will be safeguarded against the need for further changes as terminology becomes outdated. This change also adds consistency and eliminates redundant text throughout the governing documents.

In addition to telephone conferencing, videoconferencing is now commonly used for conducting business. As such, it is important to include references to both methods of communication.

The Board proposes amendments to the Bylaws of Toastmasters International and the Club Constitution to modernize references to methods of communication and other technology.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article III: Membership, Section 13(d)
2. Article V: Board of Directors, Sections 3(b), (d), (f), and (g)
3. Article V: Board of Directors, Section 5
4. Article X: Annual Business Meeting, Section 7
2. Club Constitution for Clubs of Toastmasters International
1. Article IV: Meetings and Notice, Section 4

 

To view the full text of the amendments for Proposal D, click here.

 

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PROPOSAL E

Clarification on Voting Rights for Member Clubs

The Bylaws, Article X: Annual Business Meeting, Section 1, addresses the voting rights for Members Clubs at the Annual Business Meeting. It states, “Each Member Club in good standing with Toastmasters International … shall be entitled to two votes …” The Bylaws, Article III: Membership, Section 1, addresses the general voting rights for Member Clubs, and assumes, but does not specifically include, the necessary qualifier “in good standing.”

The Board proposes adding “in good standing” to Article III, Section 1(a), to clarify that a Member Club must be in good standing to be entitled to their two votes.

This amendment is a clarification only and not a change in voting rights.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article III: Membership, Section 1(a)

 

To view the full text of the amendments for Proposal E, click here.

 

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PROPOSAL F

Announcements to Members

The Bylaws require that the membership receive public notice of any change in the international dues and public notice of the International Leadership Committee's report on International Officer and Director nominations. Despite the fact that the Bylaws only require such announcements be made through one publication method, in recent years these items have been published both in the Toastmaster magazine and on the Toastmasters International website.

The Board proposes amending the Bylaws of Toastmasters International to solidify the current practice and emphasize that these announcements are made both in the Toastmaster magazine and on the Toastmasters International website.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article IV: Revenue, Section 3(c)
2. Article VIII: Nominations, Section 1

 

To view the full text of the amendments for Proposal F, click here.

 

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PROPOSAL G

Clarity on References to Geographic Regions

Per the Bylaws, Article V: Board of Directors, Section 4: Duties, the Board of Directors is responsible for dividing the physical territory in which Member Clubs are located into geographic regions. However, without context, the phrase “geographic regions” can have many different meanings. Currently, the first reference to “geographic regions” in the Bylaws does not provide the necessary context for the organization.

The Board proposes amending the Bylaws of Toastmasters International to clarify that the geographic regions referenced throughout the Bylaws are those defined by the Board of Directors and not by any external entity.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article V: Board of Directors, Section 1

 

To view the full text of the amendments for Proposal G, click here.

 

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PROPOSAL H

Scheduling of Board of Directors Meetings

Before the global pandemic, the Annual Business Meeting (ABM) was held on-site at the location of the International Convention. The Board of Directors also conducted meetings on-site immediately before and after the convention. During the global pandemic in 2020 and 2021, the ABM was conducted as an online meeting. As none of the Board Members were together on-site, the Board conducted their meetings online. The future meeting formats for the ABM and Board meetings will be based on the global environment. In the case that not all Board Members are on-site together before or after the Annual Business Meeting, more time may pass between the dates scheduled for the Board of Directors meetings and the Annual Business Meeting than in previous years.

By removing the word “immediately” in connection with when these Board meetings occur before and after the ABM, the Board will be able to schedule their meetings according to the circumstances at the time. The Board will continue to appoint the organization’s corporate officers (Secretary and Treasurer) when they meet after the Annual Business Meeting. Adding “first” will ensure the new Board makes these appointments in their first meeting so as not to unnecessarily delay the appointments.

The Board proposes amending the Bylaws of Toastmasters International to allow flexibility in scheduling the Board of Directors meetings held before and after the Annual Business Meeting.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article V: Board of Directors, Section 3
2. Article VI: Officers, Sections 7 and 8

 

To view the full text of the amendments for Proposal H, click here.

 

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PROPOSAL I

Voting at the Annual Business Meeting

Due to the COVID-19 global pandemic the last two years, the Annual Business Meeting has been conducted as an online event. This has allowed the Member Clubs to attend and participate in the meeting in record numbers. More participation from members is always a good thing.

As the organization continues to adapt to the changing global environment, the Board proposes amending the Bylaws to provide flexibility in attendance and participation by offering members the option to attend/participate on-site or online.

Having this flexibility will be a benefit for members around the world who are unable to attend the meeting on-site at the International Convention.

Proposed Amendments

1. Bylaws of Toastmasters International
1. Article X: Annual Business Meeting, Sections 5(d), 6, and 7 (new)
2. Article XI: Quorum, Section 1(a)
3. Article XIII: Miscellaneous, Section 10 (new)
4. Article XIV: Amendments, Section 1

 

To view the full text of the amendments for Proposal I, click here.

 

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PROPOSAL J

Club Leadership Committee Chair

The Club Constitution, Article VI, Section 5, specifies that the Immediate Past Club President serves as the Club Leadership Committee Chair. There is an existing provision stating that a different member can serve as chair if it is in the best interests of the club. What this section does not identify is the possibility of the Immediate Past Club President role being vacant.

The Board proposes amending the Club Constitution to clarify that the Immediate Past Club President would not serve as the Club Leadership Committee Chair if that officer role is vacant.

Proposed Amendments

1. Club Constitution for Clubs of Toastmasters International
1. Article VI: Officers, Section 5

 

To view the full text of the amendments for Proposal J, click here.

 

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PROPOSAL K

Club Officer Requirements

It is important to uphold the Toastmasters International core values—integrity, respect, service, and excellence—at all levels of the organization. To safeguard integrity and transparency in the club environment relating to finances, the Board proposes a change intended to eliminate any potential financial conflict of interest for club officers. Specifically, they propose amending the Club Constitution to prevent one member from serving in both the Club President and Club Treasurer roles at the same time.

Further, to preserve the values of service and excellence in every Toastmasters club, the Board proposes a required minimum of three club officers. This means amending the Club Constitution to include this requirement, which is currently in the Club Leadership Handbook. The requirement states that each club must have a minimum of three officer positions filled (Club President, a Vice President, and Club Secretary or Club Secretary-Treasurer) and each of these offices must be held by a different person.

Proposed Amendments

1. Club Constitution for Clubs of Toastmasters International
1. Article VI: Officers, Section 1

 

To view the full text of the amendments for Proposal K, click here.

 

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PROPOSAL L

Club Representatives on the District Council

This proposal helps give club leaders more direct participation in District decisions. As the world and Toastmasters International transition to a post-pandemic environment, we must develop best practices to maximize member engagement and participation in the business of the organization. For leaders at the District level, that includes voting without the need for proxies.

It is the responsibility of the Club President and Vice President Education, the club’s two voting representatives on the District Council, to attend and vote at all District Council meetings. The Board proposes more flexibility by allowing each club to determine if one of its two representatives will carry the club’s two votes or if both representatives will carry one vote each.

Given the differences in District procedures worldwide, and the inherent complexity of processing proxies for both on-site and online attendees, the Board proposes that proxies be eliminated at the District level. Members will have the ability to attend either on-site or online, making it easier to vote directly, especially if only one club representative is required to vote. Thus, proxies are not needed. This move will make things easier for the Districts and allow leaders to benefit from the voting experience.

The proposed amendments to the Club Constitution are in conjunction with modifications to Protocol 7.1: District Events, which will allow the District Executive Committee to determine whether the District Council's annual meeting is conducted online or hybrid. To view the modifications to Protocol 7.1, which are contingent on the adoption of this proposal, please click here.

Proposed Amendments

1. Club Constitution for Clubs of Toastmasters International
1. Article VII: Duties of Officers, Section 9
2. Article X: Affiliation, Section 5

 

To view the full text of the amendments for Proposal L, click here.

 

If the proposal passes, the District Administrative Bylaws, Articles VII, IX, and X; Protocol 7.1: District Events; and Protocol 9.0: District Campaigns and Elections would all be automatically amended.

If you have any questions, please email boardcontact@toastmasters.org.